These Terms of Service (the “Agreement”) govern the relationship between Blue Ocean Social Ltd (“the Service Provider”) and the client (“the Client”) using our social media services. By engaging with these services, the Client agrees to these Terms in full.

1. Services

1.1 Services Provided
The Service Provider will create and publish customised social media content for the Client, as outlined in the Purchase Order (see Appendix A). The aim is to drive engagement, increase online visibility, and help the Client build meaningful connections with their target audience. The service includes content strategy, copywriting, graphic design, video editing, and the overall planning and creation of content. It also includes one follow-up call each month, typically lasting up to 30 minutes, to review performance and discuss strategy.

The Service Provider makes no guarantees of any kind regarding marketing outcomes, including but not limited to: follower growth, engagement rates, sales, revenue, lead generation, rankings, visibility, or any other quantitative or qualitative metrics.

Marketing outcomes are affected by numerous factors including market conditions, competition, timing, platform algorithms, audience behaviour, and other variables. This disclaimer reflects industry-wide reality: ethical marketing professionals do not promise specific outcomes because such outcomes cannot be reliably predicted or controlled.

Past performance of other clients provides no indication of future outcomes. Each situation is unique.

1.2 Service Provider Commitments
The Service Provider commits to delivering professional, strategic content that reflects the Client’s unique business positioning. This includes:

• Comprehensive discovery process to understand the Client’s business, values, and target audience
• Strategic planning tailored to the Client’s market and positioning goals
• Professional-quality content creation across agreed formats (copywriting, design, video editing)
• Delivery of the content pieces specified in the Purchase Order each month
• Timely responses to Client communications and feedback
• Revision opportunities as outlined in the Purchase Order

The Service Provider approaches each client relationship as a strategic partnership, investing substantial effort into understanding what makes the Client’s business distinctive and creating content that positions them effectively in their marketplace.

1.3 Client Collaboration
The Client is encouraged, but not required, to contribute their own text, images, or videos, and to share any relevant business information intended for public use. This helps the Service Provider create content that better reflects the Client’s brand and messaging.

To keep content delivery on track, the Client should provide any needed input or approvals within 7 days of a request, unless agreed otherwise. Delays in sharing feedback, files, or information may result in slower delivery or reduced content output for that period. The Service Provider cannot be held responsible for such delays.

While content is developed by the Service Provider’s creative team, shareholders, co-founders, or directors are not required to take part in the content process. They may contribute at their discretion, but this is not guaranteed or expected.

1.4 Communication Channels
All communication between Client and Service Provider must be conducted via email or other documented channels that provide permanent, exportable records (e.g., project management tools, documented messaging platforms).

This protects both parties by creating a clear reference trail for all agreements, scope changes, and deliverables. Written records prevent disputes arising from misremembered conversations and ensure continuity as projects evolve over time.

The Service Provider reserves the right to decline communication via channels that do not meet these requirements, such as platforms where messages can be deleted or are not permanently archived.

1.5 AI-Powered Service Delivery and Call Recording
The Service Provider uses AI tools to record and transcribe calls, generate marketing strategies and content ideas from conversations, and maintain accurate records of all agreements. This technology allows the Service Provider to deliver more personalised content efficiently.

Recording is mandatory. All audio and video calls will be recorded. If Client does not consent to recording, all communication must be conducted via email or other documented communication channels that provide permanent, exportable records. By joining a call, Client explicitly consents to recording.

The Service Provider currently uses Fathom Video Inc. for recording services (terms: https://www.fathom.ai/terms). The Service Provider may change providers at any time – if this occurs, the Service Provider will email Client the new provider’s terms before recording with them. By continuing to participate in recorded calls after receiving such notice, Client consents to the new provider’s terms.

Recordings are stored securely and used only to improve Client’s service. The Service Provider is not liable for issues with third-party AI tools (outages, security, etc.).

1.6 Content Approval
All content must be approved in writing by the Client before it is published. Approval can be given via email or other documented communication channels as specified in Section 1.3.

The Service Provider will typically deliver the first set of content drafts within 14 days of the first payment. From there, content will usually be delivered on a fortnightly basis, unless otherwise agreed. This schedule allows for flexibility where needed to support the creative process and maintain quality.

The Client is expected to review and approve each piece of content within 10 days of receiving it. Delays in providing feedback or approval may lead to postponed delivery. The Service Provider cannot be held responsible for delays caused by missed response deadlines or missing input.

Each content piece, meaning one standalone image, video, slideshow, or written post, includes one round of revision, provided the request is made within 10 days of receiving the draft. Any additional revision on the same piece will be counted as one extra content piece from the Client’s monthly quota. This applies to every extra round of revision requested. If a revision request is substantial enough to require a full redesign or the creation of a new version, it will also count as an additional content piece.

No further revisions will be made after a content piece has been approved and published, unless otherwise agreed in writing. Unused revisions or content pieces do not carry over into future months unless specifically agreed beforehand.

Once content is approved and published, the Client assumes full legal responsibility for the published material and any consequences that may follow. In the unlikely event that content is published without explicit Client approval due to inadvertent error by the Service Provider, the Service Provider’s liability shall be limited to promptly notifying the Client of the error. The Service Provider shall not be liable for any consequences arising from such publication.

If approval or input is not received within the agreed timeframe, the Service Provider may adjust the schedule or delay posting as needed.

1.7 Time Allocation
The Service Provider allocates time for content production as follows: up to 30 minutes for each image, up to 45 minutes for each video, text post, or slideshow, and up to 15 minutes for each revision. These time limits apply unless otherwise specified in the Purchase Order (see Appendix A). If a particular task is expected to take longer, this must be agreed in writing before work begins.

The Service Provider is generally available for communication during standard business hours, which are Monday to Friday, 9am to 5pm (UK time). Each month, up to 30 minutes is allocated for phone or video calls with the Client. This may be extended to 60 minutes in the case of technical issues outside the Client’s control, and up to 120 minutes in exceptional situations that require urgent attention and cannot reasonably be resolved by a third party.

Reasonable time is also allocated for written communication, such as emails or messages. If written communication becomes excessive or disrupts workflow, the Service Provider may request that communication be moved to a more structured format, such as a scheduled phone call or meeting, to maintain efficiency.

If the Client’s requests, communication, or changes exceed the agreed scope or time allocation, the Service Provider reserves the right to charge additional fees or refuse to perform work beyond the original agreement. Any such additional fees must be agreed in writing by the Client before the extra work begins.

1.8 Use of Subcontractors
The Service Provider may engage subcontractors, freelancers, or third-party specialists to assist with delivering the services. All subcontractors will be required to adhere to the same quality standards, confidentiality obligations, and deadlines as the Service Provider. The Service Provider remains fully responsible for ensuring all services meet the agreed standards and deadlines.

1.9 Engagement and Interaction
The Service Provider is responsible for creating and posting content on the Client’s social media accounts but is not responsible for managing engagement after the content is published. This includes replying to comments, responding to messages, or handling any form of interaction with users or followers. If the Client requires ongoing engagement or account management, this can be discussed and quoted as a separate service.

1.10 No Obligation for Personal Promotion
The Service Provider is under no obligation to promote the Client’s business or content on its own social media accounts. This includes any accounts owned or managed by the Service Provider or its team members. The service provided relates solely to content created for and published on the Client’s own social media channels.

2. Responsibility & Liability

2.1 Social Media Account Protection and Liability
The Service Provider is not responsible for any issues with the Client’s social media accounts. This includes platform actions such as account restrictions or blocking, security breaches such as hacking or data loss, or any consequences arising from violations of platform policies. The Client remains fully responsible for the management, condition, and standing of their social media accounts.

The Service Provider will take reasonable steps to protect account access, including secure storage of login details and the use of two-factor authentication wherever possible. The Service Provider does not store or retain login credentials for the Client’s social media accounts unless this has been specifically agreed in writing. In most cases, the Service Provider uses Buffer, a third-party content scheduling tool, and only requires access to the Client’s Buffer account for the purpose of uploading and scheduling content. All content will be approved by the Client before publishing.

If the Client chooses to post the content themselves, the Service Provider will supply both the content and captions via Dropbox. Captions will be provided in .txt format, and no alternative formats or delivery methods will be used.

2.2 Liability for Third-Party Applications
The Service Provider uses Buffer for content scheduling and publishing. The Client acknowledges that use of Buffer is subject to Buffer’s Terms of Service (https://buffer.com/legal#terms) and Privacy Policy (https://buffer.com/legal#privacy-policy). Buffer requires access to the Client’s connected social media accounts, and the Client agrees to provide the necessary permissions for this access in a timely manner.

The Service Provider may change scheduling providers at any time. If this occurs, the Service Provider will email the Client the new provider’s terms of service and privacy policy before using the new provider for the Client’s content. By continuing to use the Service after receiving such notice, the Client consents to the new provider’s terms.

While scheduling tools are carefully chosen for their reliability, the Service Provider is not responsible for any issues caused by their performance. This includes outages, bugs, connection errors, or delays that affect scheduling or publishing. The Service Provider does not provide real-time monitoring of Buffer or the Client’s social media accounts.

The Service Provider is not responsible for any changes, restrictions, suspensions, or removals imposed by social media platforms or third-party services. This includes changes to algorithms, policies, features, or terms of service that may affect content visibility, scheduling, or posting.

If downtime or technical issues with the software result in delays, the Service Provider will notify the Client and provide the content and captions for manual posting.

2.3 Login Access and Content Posting Protocol
The Service Provider will upload approved content to Buffer with “pending approval” status. The Client reviews and publishes content directly through their Buffer account according to the posting schedule set by the Service Provider.

Alternatively, if the Client prefers, the Service Provider may publish content on the Client’s behalf using delegated Buffer access, subject to the Client providing explicit written approval for each posting cycle. This arrangement is offered at the Service Provider’s discretion.

Regardless of posting method, the Client assumes full responsibility for all published content.

If the Client is unable to provide necessary access, encounters account issues, or if social media platforms experience downtime that prevents scheduled posting, the Service Provider will provide the approved content and captions for manual posting by the Client via Dropbox.

2.4 Commitment to Organic Growth and Third-Party Collaborations
The Service Provider does not and will not purchase views, followers, likes, or any other form of artificial engagement on behalf of the Client. The focus is on achieving organic growth through genuine content, consistent delivery, and strategic planning.

While the Service Provider strives to produce quality content and support growth, no guarantees are made regarding specific outcomes such as increased followers, sales, engagement, or other performance metrics.

Any collaboration involving influencers, paid marketing services, or external promotional campaigns must be discussed and confirmed in writing by the Client before any action is taken. Unless otherwise agreed in writing, the Service Provider is not responsible for managing or guaranteeing the results of such third-party collaborations.

The Client is solely responsible for the accuracy, legality, and compliance of all content, images, information, and materials they provide to the Service Provider. The Service Provider does not review or verify such content and is not liable for any errors, omissions, or violations arising from the client-supplied materials.

2.5 Backup and Content Retention
The Client is responsible for creating and maintaining backups of all social media content and account data. During the content approval process, the Service Provider will temporarily save content in a file-sharing folder, which will remain accessible for a limited period, typically up to 30 days.

The Client is expected to download and store any content they wish to keep during this timeframe. After the access period has passed, the Service Provider does not guarantee continued availability of the content and does not offer long-term storage or archiving.

2.6 Liability Cap
The Service Provider’s total liability for any and all claims related to the services provided, whether in contract, tort, or otherwise, shall not exceed the total amount paid by the Client for services during the three months immediately prior to the issue or event that gave rise to the claim. This industry-standard limitation allows the Service Provider to maintain competitive market pricing without requiring expensive liability insurance – unlimited liability exposure would necessitate significantly higher service fees passed to all clients.

The Service Provider shall not be liable for any indirect, incidental, consequential, or special damages, including but not limited to loss of profits, business interruption, loss of data, or loss of goodwill, even if the Service Provider has been advised of the possibility of such damages. This exclusion of indirect damages is standard across professional services contracts, as marketing services cannot reasonably be held responsible for all potential downstream business impacts, which depend on numerous factors outside the Service Provider’s control.

3. Terms of Payment

3.1 Payment
For social media content creation subscriptions, payments will be automatically billed each month unless otherwise agreed in writing or stated in the purchase order (see Appendix A). Payment may be collected via Direct Debit through Stripe or other agreed payment methods. The Client authorises recurring monthly charges for the duration of this agreement. 

The Client agrees to pay the amount shown at checkout or outlined in the purchase order, depending on how the service was initiated. All payments are due on the specified due date, and it is the Client’s responsibility to ensure that payments are made on time.

The Service Provider will not begin any work for a new billing cycle until payment has been received and confirmed. If payment is not received by the due date, the Service Provider reserves the right to suspend services until payment is made. Continued non-payment may result in termination of this agreement.

3.2 Payment for Additional Services
There are no hidden or unexpected fees associated with the core social media content creation service. If the Client requests additional work, such as web design, graphic design, or any service outside the agreed scope, this must first be confirmed in writing before the work begins.

These additional services will be billed separately and will usually follow the same terms set out in this agreement, unless different terms are provided and agreed upon in advance. In cases where separate terms of service apply, such as for web design projects, those terms will be shared with the Client before the new service begins and must be accepted in writing.

3.3 Refunds
The Client is not entitled to a refund once work has begun. This includes strategy planning, concept development, drafting, editing, or content creation of any kind. Refunds will also not be issued for content that has already been published.

The Service Provider’s initial work includes a comprehensive strategic document covering market positioning, content strategy framework, and production planning. This strategic document is delivered to the Client for review and approval before the first content batch is produced, ensuring the Client receives tangible value from the upfront investment.

This policy reflects the nature of intellectual work: marketing strategy and creative concepts transfer value the moment they are developed. Once strategic frameworks are shared, knowledge has been provided regardless of whether content is ultimately published. This policy also prevents situations where strategic value is extracted and then implemented elsewhere.

In exceptional cases, the Service Provider may grant a partial refund at their sole discretion if no significant work has been carried out and the request is considered reasonable.

3.4 Termination
During the first month, the Client may cancel at any time without notice, with cancellation taking effect at the end of the current billing period. From the second month onwards, the Client must provide 21 days’ written notice to cancel, with cancellation taking effect at the end of the notice period or current billing cycle, whichever is later. Unlike industry-standard agency contracts requiring 3-6 month minimums, this structure provides clients with monthly flexibility after the initial trial period.

The Client remains responsible for any invoice issued prior to cancellation notice. All payments already made are non-refundable. The Service Provider will cancel future recurring payments promptly upon receiving written notice of termination.

The Service Provider reserves the right to terminate the agreement at any time if the working relationship becomes unreasonably difficult, chaotic, or hostile.

The Service Provider’s termination rights reflect lessons learned from prior client relationships where disruptive communication patterns significantly impacted the team’s ability to serve all clients effectively. Small creative teams operate with limited capacity, and when one client relationship becomes unmanageable, it affects service quality for the entire client base. These standards protect the Service Provider’s ability to maintain sustainable, high-quality service for all clients by establishing clear boundaries for professional conduct.

This protects the Service Provider’s ability to maintain quality standards and team wellbeing, which ultimately ensures better service for all clients. In such cases, the Service Provider will issue a written statement outlining the reason for termination.

Examples of unworkable conduct include:

• Excessive, chaotic, disorganised, or overwhelming communication, such as sending multiple unstructured communications throughout the day without allowing time for responses, creating an expectation of constant availability that prevents the Service Provider from maintaining productive workflow for any client
• Repeated changes or feedback delivered without clarity, such as weekly or more frequent demands to completely change agreed strategy
• Pressure to take on work outside the agreed scope, or using emotional language to pressure the Service Provider into additional work
• Unsolicited lengthy critiques of the Service Provider’s professional methodology with demands to adopt alternative approaches
• Unreasonable content requests, such as daily vague requests or multiple inspiration shares without structured briefs
• Aggressive or inappropriate behaviour such as shouting, verbal attacks, threats, or harassment
• Any pattern of conduct that disrupts workflow, affects team wellbeing, or undermines the Service Provider’s ability to deliver services effectively

In these cases, the Service Provider may suspend services immediately while the matter is reviewed. If the agreement is terminated, content already in development will normally be completed and delivered to the Client within 30 days. However, in extreme situations involving serious disrespect, harassment, or sustained disruptive behaviour, the Service Provider reserves the right to withhold incomplete content and end the service without further delivery or obligation. Requiring team members to continue working on content for clients who have engaged in abusive conduct would place undue strain on their mental wellbeing and could result in serious long-term consequences from exposure to harsh abuse, which is incompatible with the Service Provider’s duty of care to its staff.

4. Intellectual Property

4.1 Ownership and Usage Rights
The Client owns the final, approved content created for them under this Agreement. “Final approved content” means the completed deliverables as approved by the Client and delivered in their final form. This does not include drafts, working files, source materials, or underlying design assets unless specifically agreed in writing.

The Service Provider may use third-party resources including stock imagery, licensed graphics, fonts, and design templates in creating Client content. The Client receives appropriate usage rights for these third-party elements as incorporated into the final approved content, but does not own the underlying third-party assets themselves. The Service Provider ensures all third-party resources used carry proper licensing for commercial use in Client content.

The Service Provider retains the right to use similar creative approaches, design methodologies, or content formats in future projects for other clients. Client-specific content including copy, images, and videos created under this Agreement will not be reused for other clients. Internal production methods, workflow systems, and proprietary tools used to produce the content remain the property of the Service Provider.

The Client warrants that any materials, content, or intellectual property provided to the Service Provider for use in content creation do not infringe the rights of any third parties. The Client agrees to indemnify the Service Provider against any claims, damages, or losses arising from such infringement.

4.2 Drafts and Incomplete Content
All drafts, preliminary versions, or incomplete content created by the Service Provider remain the property of the Service Provider until the final deliverables are approved. These materials may not be used, shared, or published by the Client without prior written permission.

Any materials supplied by the Client remain the Client’s property throughout. Ownership of the final approved content transfers to the Client once the work has been completed and delivered in full.

4.3 Exclusions
The Service Provider retains full ownership of all proprietary methods, tools, templates, and pre-designed materials used during the content creation process. These internal resources are not transferred to the Client.

Some content may include licensed stock images, video, or audio sourced from third-party libraries. These elements are licensed for use as part of the completed content only. The Client is not permitted to extract or reuse these elements separately outside the context of the original post or design.

5. Confidentiality

5.1 Confidentiality of Client Information
The Service Provider will treat all Client information as confidential and will comply with applicable data protection laws, including GDPR. This obligation remains in place even after the agreement ends.

This confidentiality commitment does not apply to information the Client has approved for public use, such as content intended for posting, or to information the Client has voluntarily shared for promotional or marketing purposes.

5.2 Confidentiality of Service Provider Information
The Client agrees to keep all confidential information shared by the Service Provider private. This includes non-public pricing, internal processes, content strategies, and methods used to support social media growth. It also applies to the contents of emails, messages, and verbal discussions between the Client and the Service Provider. This confidentiality obligation continues after the agreement ends.

The Client agrees not to post or share any false, misleading, or defamatory statements about the Service Provider, its team, or its services. This applies to all public platforms, including social media, forums, review sites. This protection ensures both parties can maintain professional reputations – just as the Service Provider commits to treating Client information confidentially, the Client agrees to represent the working relationship accurately.

Honest feedback, including critical reviews based on genuine experience, is always acceptable. This clause addresses only factually false statements made with intent to harm.

If the Service Provider believes defamatory content has been published, the Service Provider will first request removal. If the content remains after reasonable notice, the Service Provider may pursue legal remedies.

6. Risk Management

6.1 Force Majeure
The Service Provider is not responsible for any delay or failure to carry out its obligations under this agreement if caused by circumstances beyond its reasonable control. This includes, but is not limited to, natural disasters, pandemics, political unrest, or other unexpected events that disrupt normal operations. In such situations, the Service Provider will inform the Client as soon as possible and will make reasonable efforts to resume work without unnecessary delay.

6.2 Technical Issues and Service Interruptions
If technical issues outside the Service Provider’s control interrupt the delivery of services, the Service Provider will take reasonable steps to assist in resolving the problem. However, the Service Provider is not responsible for any delays, losses, or damages caused by such interruptions.

6.3 Data Breach and Security Incidents
The Service Provider takes reasonable steps to protect client data and account access, including the use of secure password management practices and, where possible, two-factor authentication (2FA). Despite these measures, no system is entirely immune to risk.

If a data breach or security issue occurs, the Service Provider will notify the Client promptly, carry out an initial investigation to determine the scope, and take reasonable steps to contain the issue and protect any affected data. The Service Provider will also cooperate with the Client and any relevant authorities as needed.

While every effort will be made to prevent, manage, and resolve any incidents, the Service Provider cannot be held responsible for any losses or damages resulting from a breach, especially those caused by external systems or client-side vulnerabilities.

6.4 Indemnification
The Client agrees to indemnify and hold harmless the Service Provider, including its employees, directors, and agents, against any claims, damages, losses, or legal costs arising from the Client’s use of the services or any content published on their behalf.

6.5 Non-Solicitation
During the term of this agreement and for six months after its termination, neither party shall solicit, hire, or contract any employee or contractor of the other party who has worked on their account, unless both parties explicitly agree to this in writing. This provision is intended to protect both parties’ teams and maintain stable business operations.

7. Dispute Resolution and Governing Law

7.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

7.2 Binding Arbitration
Any dispute, controversy, or claim arising out of or relating to this Agreement shall be finally resolved by binding arbitration as follows:

For clients based in the United States: Arbitration shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration shall be determined by the Client’s principal place of business at the time this Agreement was signed, or the nearest AAA regional office if no office exists in the Client’s state.

For clients based in the United Kingdom, European Union, or elsewhere: Arbitration shall be administered by the International Centre for Dispute Resolution (ICDR) under its International Arbitration Rules. The seat of arbitration shall be London, England.

Client location is determined by the billing address provided at the time of contract signing and cannot be changed for the purpose of selecting arbitration venue.

Arbitration provides significant advantages over court litigation: arbitration generally resolves faster than traditional litigation, proceedings remain confidential protecting business reputations, and the process maintains a professional business-focused environment without theatrical courtroom performance or media coverage. Both AAA and ICDR administer disputes with commercial arbitrators who typically possess specialist expertise in business contract matters.

Arbitration shall be conducted remotely via video conference unless both parties mutually agree to in-person proceedings. Remote proceedings significantly reduce or eliminate travel costs for both parties.

Arbitration awards are final with limited appeal rights, and are internationally enforceable in over 160 countries through the New York Convention.

The arbitration shall be conducted by a single arbitrator. The language shall be English.

7.3 Waiver of Court Proceedings
Each party irrevocably waives any right to commence court proceedings in relation to any dispute, except for enforcement of any arbitration award.

7.4 Costs
Each party bears its own costs. Arbitrator fees and administrative costs shall be shared equally unless the arbitrator determines otherwise based on the outcome.

7.5 Confidentiality
All arbitration proceedings and awards shall remain confidential except as required by law or for enforcement purposes.

7.6 Severability
If any provision is found invalid, it shall be severed and the remaining provisions shall continue in full force.

7.7 Entire Agreement
This Agreement constitutes the entire agreement and supersedes all prior agreements or communications.

8. Changes to Terms of Service

8.1 Changes to Terms
The Service Provider reserves the right to update or modify these Terms of Service at any time. Significant changes will be communicated to the Client via email or other direct means. Updated Terms will be posted on this page and will take effect from the date of publication. The Client is encouraged to review the Terms regularly. Continued use of the services following any changes constitutes acceptance of the updated Terms.

8.2 Notice Period for Significant Changes
If the Service Provider makes significant changes that materially affect the services or the Client’s obligations, at least 30 days’ notice will be provided before those changes take effect. The Client may terminate the agreement without penalty if they do not accept the revised Terms.