These Terms and Conditions ("Terms") govern the provision of social media marketing and consulting services by Cleverpreneur Limited ("Company," "we," "us," or "our") to clients ("Client," "you," or "your"). By purchasing or using our services, you agree to be bound by these Terms.

1. SERVICES

1.1 Scope of Services

We provide social media marketing and consulting services, which may include but are not limited to:

• Content creation (posts, graphics, videos)

• Social media account management and posting

• Advertising campaign management

• Strategy development and consulting

• Analytics and performance reporting

• Consulting services

• Other related services as agreed upon in writing
  
  

1.2 Service Specifications

Specific services, deliverables, timelines, and pricing will be outlined in a separate Service Agreement, proposal, or Statement of Work. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall prevail with respect to the specific services described therein.

1.3 Client Responsibilities

You agree to:

• Provide timely access to necessary accounts, materials, brand assets, and information

• Respond to requests for feedback and approvals within agreed timeframes

• Ensure you have the legal right to use all materials provided to us

• Comply with all applicable laws and platform terms of service

• Provide accurate and complete information about your business and goals

1.4 Third-Party Platforms

Our services may involve work on third-party platforms (e.g., YouTube, Facebook, Instagram, LinkedIn, TikTok, etc). We are not responsible for changes to these platforms, including algorithm updates, policy changes, account suspensions, or platform outages. You acknowledge that results may be affected by factors beyond our control.

2. PRICING AND PAYMENT

2.1 Pricing Models

We offer services under various pricing structures:

• Monthly Retainers: Recurring monthly fees for ongoing services

• Project-Based Fees: One-time fees for specific projects or deliverables

• Hourly Consulting: Fees based on time spent on consulting services

• Custom Arrangements: As agreed in writing

2.2 Payment Terms

• Monthly retainer fees are invoiced on the 1st day of the monthly billing cycle and due within 14 days or as specified in your Service Agreement

• Project-based fees are invoiced on the last day of each month and due within 7 days of invoice, or according to milestone schedules as outlined in your agreement

• Hourly consulting fees are due prior to our session or as otherwise agreed

2.3 Currency

• Unless otherwise agreed in writing, default invoicing currency will be:

  • New Zealand clients: New Zealand Dollars (NZD)

  • International clients: United States Dollars (USD)

• You may request to be invoiced in your local currency, subject to our agreement

2.4 GST and Taxes

• All fees quoted to New Zealand-based businesses are exclusive of GST, and GST will be added to invoices where applicable

• International clients are responsible for any applicable taxes, duties, or levies in their jurisdiction

• Prices quoted to international clients are exclusive of any local taxes unless explicitly stated otherwise

2.5 Late Payments

Late payments may result in:

• Suspension of services until payment is received

• Termination of services after 30 days of non-payment

2.6 Price Changes

We reserve the right to adjust our pricing with 30 days' written notice. Price changes will not affect services already paid for or active Service Agreements until renewal.

3. REFUND POLICY

3.1 No Refunds After Work Commences

Once work on your project or service has begun, all payments are non-refundable. Work is considered to have commenced when any of the following occur:

• Initial strategy development or consultation sessions

• Content creation, planning, or scheduling

• Account audits, analysis, or setup

• Any deliverable preparation for your account

• Access to your accounts or materials has been provided to us

3.2 Cancellations Before Work Begins

If you cancel services before any work has commenced, you may be eligible for a refund minus:

• Any non-refundable deposit (if applicable)

To qualify for a pre-work cancellation refund:

• Cancellation must be submitted in writing to josh@cleverpreneur.com

• No strategy sessions, consultations, or deliverables have been provided

3.3 Monthly Retainer Services

For ongoing monthly retainer services:

• Payments are non-refundable once the service period begins

• No partial refunds will be issued for unused days within a billing period

• Services will continue through the end of the current paid period

• See Section 4 (Cancellation Policy) for how to cancel future billing

3.4 Project-Based Services

For one-time or fixed-scope projects:

• Payment is required according to the agreed schedule (upfront or by milestones)

• Once work begins, all fees become non-refundable

• Completed milestones are non-refundable regardless of overall project status

• If you terminate a project mid-stream, you remain responsible for all fees for work completed

3.5 Hourly Consulting Services

For hourly consulting:

• Hours worked are non-refundable

• Prepaid consulting hours are non-refundable

• Unused prepaid hours may be used within 6 months of purchase

3.6 Technical Issues or Service Delays

If we experience technical difficulties or delays that prevent us from delivering services as contractually promised:

• We will notify you promptly and work diligently to resolve the issue

• If we cannot deliver services within a reasonable timeframe due to issues caused solely by us, we may offer a prorated refund or service credit at our sole discretion

• Force majeure events (see Section 12) are excluded from this provision

3.7 No Performance Guarantees

Social media marketing results depend on numerous factors beyond our control, including but not limited to platform algorithms, audience behavior, competitive landscape, market conditions, timing, and the quality of your products or services. We do not guarantee specific outcomes such as follower counts, engagement rates, website traffic, leads, or sales. Refunds will not be issued based on performance metrics, campaign results, or subjective satisfaction with outcomes.

3.8 Advertising Spend

Any fees paid directly to third-party platforms for advertising (e.g., Facebook Ads, Google Ads) are separate from our service fees and are non-refundable. We are not responsible for the performance of paid advertisements or refunds from advertising platforms.

4. CANCELLATION POLICY

4.1 Cancellation by Client

You may cancel services according to the following terms:

Monthly Retainer Services:

• You must provide 14 days written notice to cancel

• Notice must be sent to josh@cleverpreneur.com

• Services and billing will continue through the end of the notice period

• No refunds will be provided for the notice period or any prior periods

• Upon cancellation, we will provide a final report as appropriate

Project-Based Services:

• You may request to cancel a project at any time by providing written notice

• You will be responsible for payment for all work completed up to the cancellation date

• We will provide all completed work and work-in-progress upon receipt of payment

• No refunds will be issued for work already completed 

Hourly Consulting:

• You may discontinue consulting services at any time

• You remain responsible for payment for all hours worked

• Unused prepaid hours may be forfeited or used within 6 months of cancellation

4.2 Cancellation by Company

We reserve the right to cancel or suspend services at any time if:

• You fail to make timely payments

• You breach these Terms or any Service Agreement

• You engage in abusive, threatening, or inappropriate behavior toward our team

• You request us to engage in unethical or illegal activities

• Continuing the relationship is not feasible for any reason

In the event we cancel services:

• We will provide written notice when possible

• You will receive a prorated refund only for prepaid services not yet rendered (at our discretion)

• You remain responsible for all outstanding invoices

• We will provide transition assistance as commercially reasonable

4.3 Effect of Cancellation

Upon cancellation or termination:

• All outstanding invoices become immediately due and payable

• We will cease providing services

• Access to our tools, accounts, and platforms will be revoked

• You must immediately discontinue use of any of our proprietary materials

• Sections of these Terms that by their nature should survive (including payment obligations, intellectual property, confidentiality, and limitation of liability) will remain in effect

5. INTELLECTUAL PROPERTY AND CONTENT OWNERSHIP

5.1 Client Ownership of Deliverables

Upon full payment of all fees, you own all rights, title, and interest in the final deliverables we create specifically for you, including:

• Social media content (posts, graphics, videos)

• Written copy and captions

• Strategy documents created for your business

• Custom graphics and visual assets

• Campaign materials

5.2 Company Portfolio Rights

While you own the content we create, we retain the right to:

• Showcase the work in our portfolio, case studies, and marketing materials

• Reference you as a client in our client lists and promotional materials

• Describe the results and outcomes achieved (with metrics) in our marketing

• Display before/after examples of our work for your brand

• Use the work as examples in presentations, proposals, and educational content

If you require confidentiality or do not want your work featured, you must request this in writing at the start of the engagement. We may agree to confidentiality restrictions on a case-by-case basis but you must let us know in advance.

5.3 Pre-Existing Materials

You retain all ownership rights to materials you provide to us, including logos, brand assets, product images, and other pre-existing content. You grant us a limited license to use these materials solely for the purpose of providing services to you.

5.4 Third-Party Content

We may use stock photography, fonts, music, video clips, or other third-party materials in creating content for you. Unless otherwise specified:

• We will ensure all third-party content is properly licensed for your use

• You are responsible for maintaining any ongoing licenses if required

• We are not liable for any licensing issues that arise after delivery if you modify or repurpose content beyond the original scope

5.5 Company Intellectual Property

We retain all rights to:

• Our methodologies, processes, and strategies

• Proprietary tools, templates, and frameworks

• Our brand assets and company materials

• Pre-existing intellectual property

You may not replicate, reverse-engineer, or distribute our proprietary methods or tools without written permission.

5.6 User-Generated Content and Platform Rights

Content posted to social media platforms is also subject to those platforms' terms of service. You acknowledge that platforms may use, display, and distribute content according to their own policies.

6. CONFIDENTIALITY

6.1 Mutual Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared during the business relationship, including:

• Business strategies and plans

• Financial information

• Customer data and lists

• Trade secrets

• Unpublished content and campaigns

• Login credentials and account access information

6.2 Exceptions

Confidential information does not include information that:

• Is or becomes publicly available through no breach of this agreement

• Was rightfully known prior to disclosure

• Is independently developed without use of confidential information

• Must be disclosed by law or court order

6.3 Data Protection

We will handle any personal data in accordance with applicable data protection laws. We will not sell or share your customer data with third parties except as necessary to provide services (e.g., uploading audience data to advertising platforms).

7. WARRANTIES AND DISCLAIMERS

7.1 Mutual Warranties

Each party warrants that:

• They have the authority to enter into this agreement

• They will comply with all applicable laws and regulations

• They own or have rights to all materials they provide

7.2 Client Warranties

You warrant that:

• All information and materials you provide are accurate, lawful, and non-infringing

• You have all necessary rights and permissions for materials you provide

• Your products/services comply with all applicable laws and regulations

• You will comply with advertising standards and platform policies

7.3 Company Warranties

We warrant that:

• We will perform services in a professional and workmanlike manner

• We will use commercially reasonable efforts to meet agreed deadlines

• We have the necessary skills and expertise to provide the services

7.4 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, WE PROVIDE SERVICES "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT:

• Services will be uninterrupted or error-free

• Results will meet your expectations or achieve specific outcomes

• All errors or defects will be corrected

• Third-party platforms will function as expected

8. LIMITATION OF LIABILITY

8.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US IN THE 3 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.2 Exclusion of Consequential Damages

IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Lost profits or revenue

• Loss of business opportunities

• Loss of data

• Cost of substitute services

• Damage to reputation

• Penalties from third-party platforms

This limitation applies even if we have been advised of the possibility of such damages.

8.3 Third-Party Actions

We are not liable for:

• Actions, policies, or changes made by third-party platforms (Facebook, Instagram, Google, etc.)

• Account suspensions, bans, or restrictions imposed by platforms

• Changes to platform algorithms or organic reach

• Performance of paid advertising on third-party platforms

• Actions of your competitors or third parties

8.4 Client Actions

We are not liable for outcomes resulting from:

• Your failure to implement our recommendations

• Inaccurate or incomplete information you provide

• Your violation of platform terms of service

• Your products, services, or business practices

• Content or materials you provide or approve

9. INDEMNIFICATION

9.1 Client Indemnification

You agree to indemnify, defend, and hold harmless the Company, its officers, employees, and contractors from any claims, damages, losses, liabilities, and expenses (including reasonable attorney fees) arising from:

• Your breach of these Terms

• Your violation of any law or third-party rights

• Content, materials, or information you provide

• Your products, services, or business practices

• Your use of our deliverables in a manner not authorized or intended

• Claims that materials you provided infringe third-party intellectual property rights

9.2 Company Indemnification

We agree to indemnify you from claims that deliverables we create (excluding any materials you provided) infringe third-party intellectual property rights, provided that:

• You notify us promptly of any such claim

• You give us control of the defense and settlement

• You provide reasonable cooperation in the defense

10. TERM AND TERMINATION

10.1 Term

These Terms take effect when you first purchase or use our services and continue until terminated by either party according to these Terms.

10.2 Termination for Cause

Either party may terminate immediately for cause if the other party:

• Materially breaches these Terms and fails to cure within 14 days of written notice

• Becomes insolvent or files for bankruptcy

• Engages in fraudulent or illegal conduct

10.3 Effect of Termination

See Section 4.3 for effects of cancellation and termination.

10.4 Survival

The following sections survive termination: Payment Obligations (Section 2), Refund Policy (Section 3), Intellectual Property (Section 5), Confidentiality (Section 6), Warranties and Disclaimers (Section 7), Limitation of Liability (Section 8), Indemnification (Section 9), and General Provisions (Section 12).

11. DISPUTE RESOLUTION

11.1 Informal Resolution

If you have concerns about our services, please contact us at josh@cleverpreneur.com within 7 days of the issue arising. We will work in good faith to resolve disputes informally.

11.2 Governing Law

These Terms are governed by the laws of New Zealand, without regard to conflict of law provisions.

11.3 Jurisdiction and Venue

Any legal action related to these Terms must be brought in the courts of New Zealand, and both parties consent to the exclusive jurisdiction of such courts.

12. GENERAL PROVISIONS

12.1 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, pandemics, internet or utility failures, or third-party platform outages.

12.2 Independent Contractor

We are an independent contractor, not an employee, agent, or partner of your business. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship.

12.3 Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms to any successor or affiliate without your consent.

12.4 Entire Agreement

These Terms, together with any Service Agreement or Statement of Work, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications regarding the subject matter.

12.5 Amendments

We may update these Terms at any time by posting revised Terms on our website or providing notice to you. Changes take effect [immediately/30 days] after posting. Your continued use of services after changes constitutes acceptance. Material changes affecting existing Service Agreements will not apply until renewal.

12.6 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

12.7 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. All waivers must be in writing.

12.8 Notices

All notices required under these Terms must be in writing and sent to:

Company:
Cleverpreneur Limited
Level 6, 167 Victoria Street West, Auckland Central, Auckland, 1010
Josh@cleverpreneur.com
+64 027 358 4518

Client:
To the email address or contact information provided at the time of service purchase.

Notices are deemed received when delivered by email or [3] business days after mailing.

12.9 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

12.10 Relationship to Service Agreements

These Terms apply to all services unless a specific Service Agreement, proposal, or Statement of Work expressly states otherwise. In case of conflict, the specific Service Agreement prevails only for the matters specifically addressed in that agreement.

13. ACCEPTANCE

By purchasing, accessing, or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

Questions?
If you have any questions about these Terms, please contact us at Josh@cleverpreneur.com

Cleverpreneur LTD

Last Updated: [16/02?2026]