Terms of Service

1. Scope of Services

1.1 Services Provided

Late Checkout Agency will provide the social media management services specified in your Service Agreement, which may include:

• Content planning and calendar management
• Social media post creation (quantity and platforms as specified)
• Caption writing, content editing, and graphic design
• Content scheduling and publishing
• Outbound engagement and SEO strategy
• Content shoots (frequency as specified in your package)

1.2 Service Specifications

The specific services, platforms, and content shoot frequency will be detailed in your individual Service Agreement. Any services not explicitly listed in your Service Agreement are outside the scope of this engagement. Unless otherwise specified, content is published three (3) times per week on Monday, Wednesday, and Friday throughout the service term. Some months include additional posting days due to the calendar. Your monthly fee covers all scheduled posts within that cadence, even in longer months.

For clarity, the service commitment is defined by weekly posting frequency (3 posts per week), not a fixed monthly post count. Public holidays may affect the posting schedule. Where a scheduled posting day falls on a public holiday, content may be rescheduled to an alternative day within the same week or omitted at the Service Provider's discretion, and this does not constitute a reduction in service.

Unused posting slots do not roll over between weeks or months. If the Client fails to provide required approvals or materials resulting in missed posts, these posts are forfeited and no refund or credit applies.

2. Term and Renewal

2.1 Initial Term

All initial service packages have a minimum initial term of four (4) calendar months ("Initial Term"). The first month of the Initial Term is dedicated to strategy mapping, client questionnaires, brand discovery, and initial content shoots. No content will be published during the first month. Regular content creation and publishing commences from month two. The Initial Term is non-cancellable, and full fees for all four months remain payable regardless of whether services are utilised.

2.2 Renewal

Following the Initial Term, services are subject to renewal in three (3) month increments at the then-current monthly rate. This renewal structure aligns with our content shoot cycle, which captures three months of content per shoot. Either party may end services by providing thirty (30) days written notice prior to the end of any three-month renewal period.

3. Fees and Payment

3.1 Service Fees

Monthly service fees are specified in your Service Agreement. Invoices are issued at the beginning of each calendar month for that month's services.

3.2 Payment Terms

Payment is due within thirty (30) days of invoice date. We accept payment via bank transfer or credit card.

3.3 Late Payment

Overdue accounts will incur a late payment fee of 1.5% per month on the outstanding balance. We reserve the right to suspend services on accounts more than 30 days overdue until payment is received.

3.4 Travel Fees

Travel within 25km of Late Checkout Agency headquarters is included in your package fee. Travel beyond this distance will be charged as follows:

• 25-100km: $1.50 per kilometre
• 100-150km: Flat day rate of $200
• 150-200km: Flat day rate of $300

3.5 Additional Services

Work requested outside the agreed scope of services, including revisions to previously approved content, will be quoted separately and charged at our current hourly rate.

4. Client Responsibilities

4.1 Onboarding

The Client agrees to complete onboarding within the timeframe specified in the Service Agreement, including:

• Setting up Meta Business Manager account (if not already established)
• Adding Late Checkout Agency as a Partner to grant access to social media pages and assets
• Providing necessary brand materials, logos, style guides, and other assets

These setup tasks can only be completed by the business owner. The Client understands that delays in completing onboarding will impact the content schedule and may reduce the deliverables within the billing period.

4.2 Communication

The Client may communicate with the Late Checkout Agency team during business hours via the email address and phone number provided. Please note that responses may be delayed outside business hours or during on-location shoot days.

4.3 Materials and Information

The Client agrees to supply brand assets, content, and information as reasonably requested. The Client accepts that delays in providing materials or approvals will affect the posting schedule and may reduce deliverables within the billing period.

5. Content Review and Approval

5.1 Review Period

Content will be submitted for Client review via the Client Portal. The Client has seventy-two (72) hours from delivery to review content and either approve it, request edits, or provide feedback.

5.2 Edit Turnaround

Where revisions are requested within the initial review period and within scope, we will make reasonable efforts to complete edits within forty-eight (48) hours.

5.3 Deemed Approval

If no response is received from the Client within seventy-two (72) hours of content delivery, the content shall be deemed approved as delivered. A reminder will be sent at the 48-hour mark. Deemed-approved content will be scheduled and published in accordance with the content calendar.

5.4 Post-Approval Changes

Changes requested to content after approval (whether by manual approval or deemed approval after the 72-hour period) constitute additional work outside the agreed scope and will be charged accordingly.

5.5 Final Authorisation

Approval via the Client Portal constitutes final authorisation to publish. The Client is responsible for reviewing all content for accuracy before approval.

6. Intellectual Property

6.1 Service Provider IP

Late Checkout Agency retains all ownership of strategies, frameworks, methodologies, templates, processes, and proprietary systems developed in the course of providing services.

6.2 Content Licence

Upon full payment, the Client receives a non-exclusive, non-transferable licence to use content created specifically for their business and accounts as specified in the Service Agreement. This licence does not extend to other business assets owned by the Client or to any third party without express written permission from the Service Provider.

6.3 Raw Assets

All raw footage, photographs, and unedited assets created during content shoots remain the property of Late Checkout Agency. The Client's licence extends only to final, edited deliverables unless otherwise agreed in writing.

6.4 Portfolio Rights

The Client agrees that Late Checkout Agency may use anonymised or aggregate results, metrics, case studies, outcomes, and content samples from the services provided for marketing, promotional, and portfolio purposes.

7. Authority and Responsibility

7.1 Acting on Client's Behalf

The Client authorises Late Checkout Agency to post content, respond to comments, and interact on social media platforms on the Client's behalf in strict accordance with provided brand guidelines.

7.2 Client Responsibility

The Client accepts full responsibility for the final content published on their platforms after approval has been given (whether expressly or by deemed approval).

8. Confidentiality

Both parties agree to maintain strict confidentiality of all business information, trade secrets, client lists, strategies, and proprietary information shared during the course of this engagement. This obligation survives termination of the Agreement.

9. Limitation of Liability

9.1 Maximum Liability

To the maximum extent permitted by law, the Service Provider's total liability for any claim arising from or related to this Agreement shall not exceed the fees paid by the Client in the preceding three (3) calendar months in which the claim arose.

9.2 Excluded Losses

The Service Provider shall not be liable for any:

• Indirect, incidental, special, or consequential damages
• Loss of profits, revenue, business, or anticipated savings
• Reputational damage
• Loss of data or business interruption

9.3 Third Party Actions

The Service Provider shall not be liable for any losses or claims arising from the actions of third parties, including but not limited to social media platform changes, algorithm updates, account suspensions by platforms, actions of platform users, or the conduct of the Client's customers or followers. Nothing in this Agreement excludes liability that cannot be excluded under Australian Consumer Law.

9.4 No Guarantee of Results

Marketing results depend on many factors outside the Service Provider's control, including market conditions, competitor activity, platform changes, and the Client's own actions. Past results are not indicative of future performance, and no specific outcomes are guaranteed.

9.5 Approved Content

Liability for content published after Client approval (whether express or deemed) rests with the Client. The Service Provider's liability is limited to failure to meet express contractual obligations.

9.6 Consumer Guarantees

Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted, or modified by agreement.

10. Service Interruption

10.1 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to natural disasters, government actions, pandemic, civil unrest, internet or telecommunications failures, or acts of third parties.

10.2 Platform Changes

Social media platforms may change their features, algorithms, terms of service, or availability without notice. Late Checkout Agency will make reasonable efforts to adapt strategies to platform changes but does not guarantee uninterrupted service or consistent reach/engagement metrics in the face of such changes.

11. Termination

11.1 During Initial Term

The Initial Term is non-cancellable. If the Client wishes to terminate during the Initial Term, all remaining fees for the Initial Term remain payable immediately.

11.2 After Initial Term

Following the Initial Term, services renew in three (3) month increments. Either party may terminate by providing thirty (30) days written notice before the end of any three-month renewal period. Services will conclude at the end of that renewal period.

11.3 Termination for Breach

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to remedy the breach within fourteen (14) days of receiving written notice of the breach.

11.4 Effect of Termination

Upon termination, all outstanding fees become immediately due. The Client's access to the Client Portal will be revoked, and Late Checkout Agency will remove itself as a Partner from the Client's Meta Business Manager within a reasonable timeframe.

12. Dispute Resolution

12.1 Informal Resolution

The parties agree to attempt to resolve any dispute arising from this Agreement through good faith negotiation before pursuing formal legal action.

12.2 Governing Law

This Agreement is governed by the laws of Queensland, Australia. The parties submit to the exclusive jurisdiction of the courts of Queensland.

13. General Provisions

13.1 Entire Agreement

This Agreement, together with the Service Agreement, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to its subject matter.

13.2 Variation

Late Checkout Agency may update these Terms from time to time. Material changes will be communicated to the Client with reasonable notice. Continued use of services after such notice constitutes acceptance of the updated Terms.

13.3 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.4 Waiver

A failure or delay by either party to exercise any right under this Agreement does not constitute a waiver of that right.

13.5 Assignment

The Client may not assign or transfer this Agreement without the prior written consent of Late Checkout Agency.