Terms & Conditions
Last updated 23 June 2025
These Terms & Conditions ("Terms") govern the social‑media‑management and related consultancy services (collectively, the "Services") supplied by Amara Digital Solutions, established in Rotterdam, the Netherlands ("ADS", "we", "us"), to any natural or legal person (the "Client", "you") acting in the course of a business or profession. By commissioning or accepting the Services you agree to be bound by these Terms.
1. Definitions
Agreement – the written or electronic confirmation (proposal, email or invoice) setting out the specific Services, deliverables, fees and timeline.
Dutch Civil Code – Burgerlijk Wetboek of the Netherlands.
Force Majeure – any event beyond ADS’s reasonable control, including platform outages, governmental measures, strikes, natural disasters or failure of suppliers.
Business Day – any day other than Saturday, Sunday, or a public holiday in the Netherlands.
2. Scope of Services
2.1 ADS provides social media management services including strategy building, community engagement (both reactive and proactive), content creation (written and visual), scheduling, publishing, social listening, social media audits, and performance monitoring across the social-media channels specified in the Agreement, together with periodic analytics reports.
2.2 The exact platforms, number of posts, tone‑of‑voice and key performance indicators are confirmed in the Agreement.
2.3 Unless expressly included, content creation that requires external production (e.g. professional photography, videography), paid‑media buying and influencer sourcing fall outside the Services and may be quoted separately.
3. Client Obligations
3.1 Timely Input – You shall supply all required assets (logos, brand guidelines, approved copy, access credentials, templates if available, etc.) in the formats and by the dates we request. You warrant that you own or have the right to use all materials you provide.
3.2 Approvals – You must approve or request changes to scheduled content within two (2) Business Days of receipt. Silence constitutes approval.
3.3 Compliance – You warrant that any material you provide is lawful, does not infringe third‑party rights and complies with each platform’s terms of service.
4. Intellectual Property & Deliverables
4.1 Operational materials – ADS uses internal content calendars, strategy decks and scheduling sheets to perform the Services. These materials are not supplied to the Client.
4.2 Published content – Upon full payment of the relevant invoice, ADS assigns to the Client all transferable economic rights (as defined in the Dutch Copyright Act 1912) in the captions, graphics and other content actually published by ADS on the Client’s live social‑media accounts. ADS retains any moral rights it may hold. Internal drafts, unused concepts, content calendars and strategy documents remain ADS’s exclusive property.
4.3 Raw files & templates – Editable source files created by ADS (e.g. custom Canva templates, scheduling sheets) remain ADS’s property. A copy of templates may be purchased at a mutually agreed fee.
4.4 Portfolio right – Unless you object in writing, ADS may showcase the visible results of the Services (excluding confidential data) in its portfolio and marketing materials.
5. Fees & Payment
5.1 Pre‑payment – All Services are prepaid. Invoices are issued at least fourteen (14) days before the month of service and are payable before the first calendar day of that month.
5.2 Grace period – Where expressly agreed, ADS may continue working for up to fourteen (14) days after an invoice date. If payment is not received within that grace period, ADS will suspend all scheduling and related work, and the full monthly fee remains payable.
5.3 Packages – For packages covering three (3) consecutive months or more, the total package fee is invoiced in one lump sum, payable in advance before any work commences. The discounted package price is offered strictly on that pre‑payment basis.
If the Client cancels a package in accordance with clause 7.2, any remaining months not yet worked may be refunded at ADS’s sole discretion, minus a recalculated fee for the months already completed at the standard (non-discounted) monthly rate. In such cases, the Client will be entitled to receive any pending analytics reports up to the cancellation date but not to any end-of-period strategy reviews or planning sessions.
6. Revisions
Each post or deliverable includes two (2) rounds of revisions. Additional changes are billable at the hourly rate stated in the Agreement.
7. Cancellation & Delay
7.1 Monthly engagements – Either party may terminate a month‑to‑month Engagement by giving fourteen (14) days’ written notice prior to the start of the next service month.
7.2 Packages (≥3 months) – Either party may terminate a package by giving one (1) month’s written notice prior to the renewal date. If timely notice is given, ADS will refund any prepaid months not yet commenced, less an adjustment that re‑prices completed months at the standard (non‑discounted) monthly rate. If notice is not given in time, the package will automatically renew for the same duration and terms. The renewal invoice becomes immediately payable; if the Client instructs ADS to stop work mid‑period, the fee for that period remains non‑refundable.
7.3 Inactivity – If a project is inactive for twenty‑one (21) consecutive days due to missing Client input, ADS may close the project and invoice pro‑rata for all work carried out.
8. Liability
8.1 ADS is not liable for: (a) loss of engagement, followers, reach, impressions, revenue, or clients; (b) failure to gain followers, reach or clients despite strategic efforts; (c) platform changes such as algorithm adjustments, shadow banning, feature deactivations, outages, or changes to API or scheduling permissions; (d) enforcement actions, including content removals or account restrictions, unless directly caused by ADS’s intentional misconduct.
8.2 Cap – Any liability of ADS, whether contractual or tortious, is limited to the amount paid by the Client for the Services in the calendar month immediately preceding the event giving rise to the claim, subject to an overall maximum of one thousand euros (€1 000). In no event shall ADS be liable for indirect, incidental, special, consequential or punitive damages, including but not limited to lost profits, lost savings, or reputational harm, even if ADS has been advised of the possibility of such damages.
8.3 This limitation does not apply to death or personal injury caused by ADS’s negligence or to liability that cannot be excluded under mandatory Dutch law.
9. Third‑Party Tools
9.1 Hootsuite – Unless otherwise agreed, ADS schedules content via its own Hootsuite account; access to that account is not transferred to the Client.
9.2 Design tools – ADS creates graphics primarily in Canva Pro; these designs are exported and delivered as final creatives only. Editable Canva files remain ADS’s property unless purchased under clause 4.3.
9.3 Link‑in‑bio & scheduling tools – Accounts for Later, OneLink.bio or comparable tools may be (a) owned and paid by the Client, in which case the Client is responsible for subscriptions and data; or (b) set up under ADS’s paid account, in which case access is granted only during the Agreement period and will be revoked upon termination. ADS does not transfer ownership or credentials of any account it manages internally.
9.4 ADS disclaims liability for the performance or availability of all third‑party tools.
10. Confidentiality
Both parties shall keep confidential all non‑public information obtained under this Agreement, except where disclosure is required by law or competent authority.
11. Privacy & Data Protection
ADS processes personal data solely to perform the Agreement and comply with legal obligations, in accordance with the EU General Data Protection Regulation (GDPR). For details, see our Privacy Policy.
12. Force Majeure
Neither party is liable for delay or failure caused by Force Majeure. Obligations are suspended for the duration of the event.
13. Governing Law & Dispute Resolution
13.1 These Terms and any Agreement are governed exclusively by Dutch law.
13.2 The competent court of Rotterdam has exclusive jurisdiction over disputes, unless the parties agree in writing to mediation or arbitration first.
