Services Agreement

1. Services

1.1 Scope of Services

Broomstick Creative provides services under four main pillars:

• Social Media Management — strategy, content creation, content scheduling, community engagement, and analytics.
• Content Creation — graphic design, photography, videography, copywriting, creative asset generation and modification, animation, motion graphics, and any newer forms of content creation.
• Digital Development — website design, application development, custom software development, and digital platform enhancement.
• Performance Marketing — display advertising, platform-native advertising, programmatic advertising, pay-per-click advertising, SEO, email marketing, and data analytics.

The specific services to be provided will be outlined in a Statement of Work (“SOW”) or project proposal, which, upon mutual agreement, shall be incorporated into this Agreement.

1.2 Modifications to Scope

Any alterations or additions to the Scope of Services must be agreed upon in writing by both Parties. Additional fees, timeline adjustments, and other relevant terms for added services shall be mutually determined and documented in an amendment to this Agreement.

1.3 Exclusivity of Services

Broomstick Creative may, at its discretion, accept or reject Clients in the same industry or geographic area. However, unless otherwise stated in writing, no exclusivity is implied by this Agreement.

2. Client Responsibilities

2.1 Timely Cooperation

The Client agrees to provide all necessary information including but not limited to brand guidelines, requirements, feedback, and approvals in a timely manner to ensure the efficient progress of the services. Delays caused by the Client’s failure to cooperate may result in timeline adjustments and additional fees. The loop feedback should be closed within three days. In case of discrepancy, any ongoing services will be considered on hold. An additional fee would be charged to resume the project.

2.2 Content Ownership and Rights

The Client affirms that any materials provided to Broomstick Creative for use (including logos, images, text, and branding materials) are owned or lawfully obtained by the Client and do not infringe any third-party rights. The Client grants Broomstick Creative a non-exclusive, royalty-free license to use these materials for the purpose of fulfilling the contract. Client assumes all liability for any intellectual property or copyright claims resulting from Broomstick Creative’s use of such materials as directed by Client.

2.3 Indemnification for Reputational Harm

The Client agrees to indemnify Broomstick Creative from any reputational harm, damages, or third-party claims, including attorney fee, arising from Client’s business practices, public statements, use of deliverables, or other actions that may impact the reputation or business of Broomstick Creative, its directors, officers, employees and affiliates.

2.4 Accuracy of Information

Client represents and warrants that all information provided to Broomstick Creative, including but not limited to product or service details, pricing, and promotional claims, is accurate, complete, and compliant with applicable laws and regulations. Client assumes all responsibility for any errors, omissions, or liabilities arising from the information provided to Broomstick Creative.

2.5 Client Conduct

The Client agrees to maintain respectful and professional communication throughout the course of this engagement. Any form of misconduct, including but not limited to verbal abuse, inappropriate behavior, or other forms of harassment directed toward the Company or its representatives, will constitute a breach of this Agreement.

In the event of such misconduct, the Company reserves the right to terminate this Agreement immediately. Upon termination, the Client shall be liable for payment of all fees accrued for work completed up to the date of termination and any additional charges incurred or suffered by Broomstick Creative. This payment shall be due immediately upon receiving the final invoice.

3. Fees and Payment Terms

3.1 Fees

Fees for services will be stated in the SOW, project proposal, or invoice summary for custom proposals. They may be based on an hourly rate, per-project fee, or monthly retainer, depending on the service package selected by the Client.

3.2 Deposit and Invoicing

Upon acceptance of the project package, SOW or project proposal, a non-refundable deposit may be required. Invoices will be payable immediately upon issuance.

3.3 Late Payment and Suspension of Services

If payment is not received upfront, Broomstick Creative reserves the right to suspend all services until payment is made. Should any amount remain outstanding for more than thirty (30) days, Broomstick Creative may terminate this Agreement with immediate effect, and Client remains liable for all unpaid amounts, including reasonable attorney’s fees for collection if necessary.

3.4 Refund Policy

Due to the nature of marketing services, fees paid are non-refundable once services have commenced. All sales are final unless otherwise specified in writing. In the event of early termination or cancellation by the Client, all payments made up to that point shall be retained by Broomstick Creative.

4. Intellectual Property Rights

4.1 Deliverable Ownership

Upon full payment, Broomstick Creative grants Client a non-exclusive, non-transferable license to use the final deliverables as provided in the SOW for the specified purposes. These deliverables may not be reproduced, repurposed, or used beyond the scope of this Agreement without Broomstick Creative’s prior written consent. Furthermore, Broomstick Creative retains all rights to the final copyright of the deliverables, methodologies, templates, and proprietary tools used in creating the deliverables.

4.2 Use of Deliverables for Portfolio

Broomstick Creative reserves the right to display non-confidential work in its portfolio, website, and marketing materials, unless the Client explicitly requests otherwise in writing.

4.3 Exclusion of Source Files

Broomstick Creative’s standard package does not include the provision of source design files (e.g., layered files, video source files). Should Client require access to these files, a separate fee will apply, as agreed in writing by the Parties.

4.4 Archive Responsibility

Broomstick Creative will maintain an archive of deliverables for the Engagement Period and up to sixty (60) days after the completion of services. Following the completion of services, Broomstick Creative is not obligated to retain any project materials or files unless a specific archival arrangement is agreed upon with additional fees.

5. Confidentiality and Data Protection

5.1 Confidential Information

Both parties agree to treat all non-public information shared under this Agreement as confidential and to refrain from disclosing confidential information to third parties without prior written consent, except as required by law.

5.2 Duration

Confidentiality obligations shall survive the completion or termination of this Agreement for a period of two (2) years after the completion or termination.

5.3 Data Security and Privacy

Broomstick Creative will take reasonable precautions to protect any personal or sensitive data provided by the Client. However, Broomstick Creative shall not be held liable for any data breaches beyond its control, including those due to third-party platform vulnerabilities.

5.4 Global Data Protection and Privacy Compliance

Both Parties agree to comply with all applicable data protection and privacy laws and regulations in connection with the collection, use, processing, and storage of any personal data under this Agreement, including but not limited to the EU General Data Protection Regulation (GDPR), the UK Data Protection Act 2018, the Canada Personal Information Protection and Electronic Documents Act (PIPEDA), the California Consumer Privacy Act (CCPA/CPRA), the Privacy Act 1974, the UAE Federal Decree-Law No. 45 of 2021 on Personal Data Protection, and any other relevant jurisdictional laws.

(a) Roles and Responsibilities. To the extent that Broomstick Creative processes personal data on behalf of the Client, the Client shall be deemed the “data controller” and Broomstick Creative the “data processor.” The Client shall be solely responsible for determining the lawful basis for processing, obtaining any necessary consents, and fulfilling data subject rights unless otherwise agreed in writing.

(b) Broomstick Creative’s Obligations (on a Commercially Reasonable Basis). Broomstick Creative shall, on a commercially reasonable basis and subject to technical feasibility:

• Process personal data solely based on documented, lawful instructions from the Client.
• Maintain appropriate safeguards to protect personal data in its possession or control, consistent with industry standards.
• Limit access to personal data to personnel who are contractually bound to confidentiality.
• Notify the Client of any confirmed data breach affecting personal data under its control within a reasonable timeframe, provided such breach is not due to the Client’s own systems or negligence.
• Cooperate with the Client, at the Client’s cost, to assist in complying with applicable data rights or regulatory requirements, if legally required.

(c) Sub-Processors. Broomstick Creative may use third-party vendors and sub-processors to fulfill its obligations under this Agreement. Broomstick Creative shall not be required to disclose the identities of such sub-processors unless legally mandated. The Client expressly authorizes such subcontracting, provided that such vendors are subject to obligations of confidentiality and reasonable data protection standards.

(d) Data Retention and Return. Unless otherwise agreed in writing, Broomstick Creative is under no obligation to retain personal data after the termination of this Agreement. It may, at its sole discretion, delete or anonymize any such data, unless retention is legally required.

(e) Cross-Border Transfers. Where applicable, the Client authorizes Broomstick Creative to transfer data across jurisdictions, including outside of the Client’s country of origin. Broomstick Creative will take commercially reasonable steps to ensure such transfers comply with applicable laws, but the Client acknowledges that international transfers may carry inherent risks.

(f) Limitation of Liability. To the fullest extent permitted by law, Broomstick Creative’s liability in relation to personal data breaches, regulatory fines, or privacy-related claims shall be limited in accordance with Clause 6.3 of this Agreement, and in no event shall Broomstick Creative be liable for any indirect, incidental, or consequential losses.

5.5 Use of Personal Data for Marketing and Service Improvement

In addition to the provisions above, the Client acknowledges and agrees that Broomstick Creative may use personal information provided by the Client in the following manner:

(a) Marketing and Advertising. We may use your personal information for marketing and promotional purposes, including but not limited to sending marketing communications via email, text message, or postal mail, and displaying advertisements for products or services that may be of interest to you. This may also include tailoring our services and marketing efforts based on your engagement with our platforms.

For residents of the European Economic Area (EEA), the legal basis for such processing is our legitimate interest in promoting and selling our services, in accordance with Article 6(1)(f) of the General Data Protection Regulation (GDPR).

(b) Security and Fraud Prevention. We use personal information to detect, investigate, and prevent fraudulent or illegal activities, and to maintain the security of our platforms and services. Users are responsible for maintaining the confidentiality of their account credentials. If you suspect that your account has been compromised, please contact us immediately.

For EEA residents, this processing is based on our legitimate interest in ensuring the security and integrity of our services pursuant to Article 6(1)(f) GDPR.

(c) Communication and Service Improvement. We may use personal information to communicate with you, provide customer support, and improve our services. This includes responding to inquiries, resolving complaints, and analyzing usage trends for service optimization.

For EEA residents, this processing is also based on our legitimate interest in delivering and improving our services, pursuant to Article 6(1)(f) GDPR.

6. Limitation of Liability

6.1 No Guarantee of Specific Results

While Broomstick Creative uses industry best practices, it makes no guarantees regarding the specific success, engagement, or other results from marketing campaigns, as these depend on factors outside of Broomstick Creative’s control.

6.2 Compliance with Third-Party Policies

The Client acknowledges that third-party platforms (e.g., social media, search engines) may change their algorithms or guidelines at any time, which could impact campaign performance and data protection. Broomstick Creative is not responsible for any such changes or penalties arising from actions taken by third parties.

6.3 Limitation of Liability

To the maximum extent permitted by law, Broomstick Creative’s liability to the Client for any claims, damages, or losses arising out of this Agreement, the data provided by the client or the services provided shall be limited to the total amount paid by the Client in the last one (1) month preceding the claim. Broomstick Creative shall not be liable for any indirect, consequential, punitive, or special damages, including lost profits or data loss.

6.4 Client Indemnification

The Client agrees to indemnify, defend, and hold harmless Broomstick Creative from any claims, damages, or expenses (including legal fees) arising from:

• Misrepresentation or inaccuracies in any information provided by Client to Broomstick Creative.
• Any unauthorized or non-compliant marketing, advertising, or promotional claims.
• Reputational harm or damages caused by Client or third-party creators engaged by Client.
• Intellectual property claims.

7. Term and Termination

7.1 Term

This Agreement shall commence on the Effective Date and remain in effect until the services outlined in the SOW are completed or until terminated by either party as provided herein.

7.2 Termination for Convenience

Either party may terminate this Agreement within 24 hours of the project initiation call or with thirty (30) days’ written notice. In such a case, the Client shall pay for all work performed up to the termination date and remains liable for any additional expenses or outstanding fees incurred by Broomstick Creative up to that date.

Third-party failures, including but not limited to cloud crashes, outsourced jobs and third-party delivery delays shall not act as a valid ground of termination.

7.3 Termination for Cause

Broomstick Creative reserves the right to terminate this Agreement immediately if the Client fails to make timely payment, breaches any material term of this Agreement, or engages in any conduct that could harm Broomstick Creative’s reputation.

7.4 Effects of Termination

Upon termination, all licenses granted to the Client under this Agreement will terminate. The Client agrees to cease any use of unfinished deliverables, and any outstanding fees shall be due immediately.

7.5 Surviving Obligations

Termination of this Agreement shall not affect any provisions that by their nature are intended to survive termination, including but not limited to confidentiality, intellectual property, and indemnification provisions.

8. Miscellaneous Provisions

8.1 Independent Contractor

Broomstick Creative is an independent contractor. This Agreement does not create a partnership, joint venture, or employment relationship between the parties.

8.2 Entire Agreement

This Agreement, along with any project packages, SOW or project proposal, constitutes the entire agreement between the parties and supersedes all prior discussions or agreements.

8.3 Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Canada.

8.4 Amendment

This Agreement may not be amended except in a written document signed by both parties.

8.5 Non-Exploitation Clause

The Client agrees not to use any deliverables, strategies, or proprietary methods provided by Broomstick Creative for unauthorized purposes, including reverse engineering, replication, or redistribution without express written consent.

8.6 Non-Disparagement Clause

The Client agrees not to engage in any conduct or communication that could damage the reputation or business of Broomstick Creative during or after the term of this Agreement.

8.7 Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

8.8 Force Majeure

Neither Party shall be liable for delays or non-performance due to causes beyond its reasonable control, including but not limited to acts of God, governmental actions, or other unforeseen events.

Signatures

By accepting these terms during sign-up, or by signing a Statement of Work or project proposal that incorporates this Agreement, both parties agree to the terms and conditions set forth above. Your electronic acceptance constitutes a legally-binding signature for the purposes of this Agreement.