INSTAAGENT TERMS AND CONDITIONS
1. PARTIES AND ACCEPTANCE
1.1 Parties. These Terms and Conditions ("Terms") constitute a legally binding agreement between InstaAgent Company Limited ("Agency", "we", "us", "our"), a digital marketing agency registered in Hong Kong, and the client ("Client", "you", "your") who engages our services.
1.2 Acceptance. These Terms are deemed accepted by the Client upon any of the following events, whichever occurs earliest: a) Payment of any invoice issued by the Agency; b) Granting administrative access to any social media account or advertising platform; c) Email confirmation acknowledging receipt of these Terms; d) Requesting the Agency to commence work on your behalf.
2. SERVICES
2.1 Scope of Services. The Agency will provide digital marketing services including but not limited to social media management, content creation, advertising campaign management, and performance monitoring for the Client's social media accounts and digital platforms.
2.2 Service Delivery. The Agency will use reasonable efforts to deliver services in a professional manner consistent with industry standards. However, the Agency does not guarantee specific performance metrics or outcomes.
2.3 Client Materials. The Client shall provide all necessary materials, information, and approvals in a timely manner to enable the Agency to perform its services.
3. CLIENT RESPONSIBILITIES
3.1 Account Access. The Client remains the owner of all social media accounts and advertising platforms and is responsible for granting appropriate access levels to the Agency.
3.2 Content Approval. While the Agency will create and propose content, the Client bears final responsibility for reviewing and approving all content before publication. The Client's failure to review content within 48 hours of submission may be considered implicit approval.
3.3 Compliance with Laws and Platform Policies. The Client warrants that their business, products, and services comply with all applicable laws, regulations, and platform policies. The Client is responsible for informing the Agency of any industry-specific regulations affecting their marketing activities.
3.4 Account Standing. The Client warrants that all accounts provided to the Agency are in good standing and not subject to previous warnings or restrictions.
4. LIMITATION OF LIABILITY
4.1 Platform Compliance. The Agency will use reasonable efforts to comply with platform policies, but does not guarantee that content or advertisements will never be flagged or removed by platforms. The Agency is not liable for account suspensions, bans, or restrictions imposed by third-party platforms.
4.2 Performance. The Agency does not guarantee specific levels of engagement, conversion, or return on advertising spend. Digital marketing results depend on numerous factors outside the Agency's control, including but not limited to platform algorithm changes, market conditions, and competitor activities.
4.3 Monetary Cap. The Agency's total liability for any claims arising under these Terms shall not exceed the total fees paid by the Client to the Agency in the 3-month period preceding the claim.
4.4 Indemnification. The Client agrees to indemnify, defend, and hold harmless the Agency from any claims, damages, liabilities, costs, or expenses (including reasonable attorney's fees) arising from: a) Client-provided content, products, or services; b) Client's violation of any third-party rights; c) Client's violation of applicable laws or regulations; d) Client's breach of these Terms.
5. INTELLECTUAL PROPERTY
5.1 Client Materials. The Client retains ownership of all intellectual property rights in materials provided to the Agency.
5.2 Agency Materials. The Agency retains ownership of all intellectual property rights in materials created by the Agency, except for Client-specific content delivered and paid for in full.
5.3 License. Upon full payment, the Client is granted a non-exclusive, worldwide license to use Agency-created content for its intended purpose.
5.4 Portfolio Rights. The Agency reserves the right to use non-confidential work created for the Client in its portfolio and marketing materials.
6. PAYMENT TERMS
6.1 Fees. The Client agrees to pay all fees as specified in the invoices issued by the Agency.
6.2 Payment Schedule. Invoices are due upon receipt unless otherwise specified. Services may be suspended if payments are not received within 7 days of the invoice date.
6.3 Ad Spend. The Client shall provide funds to the Agency for all advertising spend on platforms. The Agency will deploy these funds on the Client's behalf and manage ad budgets as directed. The Agency acts solely as an intermediary in this process and bears no responsibility for the performance or outcome of advertising campaigns beyond reasonable management efforts.
6.4 Currency. All fees are payable in Hong Kong Dollars (HKD) unless otherwise specified.
6.5 Taxes. All fees are exclusive of applicable taxes, which will be added to invoices where required.
7. TERM AND TERMINATION
7.1 Term. These Terms remain in effect until terminated by either party.
7.2 Termination by Client. The Client may terminate services by providing 30 days' written notice to the Agency.
7.3 Termination by Agency. The Agency may terminate services immediately if: a) The Client fails to make any payment when due; b) The Client breaches any provision of these Terms; c) The Client's instructions would result in the violation of any law or platform policy.
7.4 Post-Termination. Upon termination, the Client shall pay all outstanding fees for services rendered up to the termination date. The Agency will transfer all necessary materials and remove itself from Client accounts upon final payment.
8. CONFIDENTIALITY
8.1 Definition. "Confidential Information" includes any non-public information shared between the parties during the course of their business relationship.
8.2 Obligations. Both parties agree to maintain the confidentiality of Confidential Information and not disclose it to third parties without prior written consent.
8.3 Exclusions. Confidentiality obligations do not apply to information that: a) Is or becomes publicly known through no fault of the receiving party; b) Was known to the receiving party before disclosure; c) Is independently developed by the receiving party; d) Is required to be disclosed by law or court order.
9. DATA PROTECTION
9.1 Compliance. Both parties shall comply with Hong Kong's Personal Data (Privacy) Ordinance and all applicable data protection laws.
9.2 Data Processing. The Agency will only process personal data as necessary to provide the services and in accordance with the Client's instructions.
9.3 Security Measures. The Agency will implement appropriate technical and organizational measures to protect personal data.
10. FORCE MAJEURE
10.1 Definition. Neither party shall be liable for failures or delays resulting from circumstances beyond their reasonable control, including but not limited to acts of God, pandemic, war, terrorism, riots, natural disasters, platform outages, or internet service provider failures.
11. DISPUTE RESOLUTION
11.1 Negotiation. The parties shall attempt to resolve any dispute through good-faith negotiation before pursuing other remedies.
11.2 Mediation. If negotiation fails, the parties agree to seek mediation in Hong Kong before filing any legal action.
11.3 Governing Law. These Terms shall be governed by the laws of Hong Kong SAR.
11.4 Jurisdiction. The courts of Hong Kong SAR shall have exclusive jurisdiction over any disputes arising under these Terms.
12. MISCELLANEOUS
12.1 Entire Agreement. These Terms constitute the entire agreement between the parties regarding the subject matter and supersede all prior communications.
12.2 Amendments. The Agency reserves the right to modify these Terms at any time. Changes will be effective upon notification to the Client. Continued use of services after such notification constitutes acceptance of modified Terms.
12.3 No Waiver. Failure to enforce any provision of these Terms shall not constitute a waiver of that or any other provision.
12.4 Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
12.5 Assignment. The Client may not assign these Terms without the Agency's prior written consent. The Agency may assign these Terms to a successor-in-interest or affiliated entity.
12.6 Notices. All notices shall be in writing and delivered by email to the addresses provided by each party.
13. SPECIFIC DISCLAIMER FOR PLATFORM VIOLATIONS
13.1 Platform Policies. Social media platforms and advertising networks operate under their own terms of service and policies, which may change without notice. The Agency does not guarantee that content or strategies will not be flagged or removed by these platforms.
13.2 Account Bans. The Agency is not liable for any temporary or permanent suspension, banning, or restriction of Client accounts by any platform. If an account is banned or restricted due to content posted or campaigns managed by the Agency, our liability is limited to reasonable efforts to appeal such decisions where possible. In no event shall the Agency be liable for lost business, reputation damage, or consequential damages resulting from platform enforcement actions.
13.3 Prior Issues. The Client must disclose any previous policy violations, warnings, or restrictions on their accounts prior to engaging the Agency. Failure to disclose such information voids any Agency responsibility for related issues.