Legal

Terms & Conditions

This page sets out the terms governing the services provided by Gloyoo, including scope, payments, intellectual property, termination, liability, and dispute resolution.

Last updated: [DATE]Directive 2011/83/EU compliantVersion 1.0

Definitions

For the purposes of these Terms and Conditions, the following terms have the meanings set out below.

  • "Agency" / "We" / "Us" — [YOUR AGENCY NAME], the provider of digital services described herein.
  • "Client" / "You" — Any natural or legal person who contracts or inquires about the Agency's services.
  • "Consumer" — A natural person acting outside their trade or profession, per EU Directive 2011/83/EU.
  • "Services" — Social media management, website design and development, and related digital services.
  • "Contract" — The service agreement, proposal, or order form agreed between Agency and Client.
  • "Deliverables" — Any work product created, including content, visuals, code, websites, and campaign assets.
  • "Statement of Work (SOW)" — A document specifying scope, timeline, and price for a specific project.

Services Offered

Social Media Management

  • Strategy development and editorial calendar planning.
  • Content creation, including copywriting, graphic design, and short-form video.
  • Community management and audience engagement.
  • Paid advertising on Meta, TikTok, LinkedIn, Google, and other platforms.
  • Monthly performance reporting and campaign optimisation.

Website Design & Development

  • Custom UX/UI design and front-end development.
  • CMS-based websites such as WordPress, Webflow, Shopify, and others.
  • E-commerce development and payment gateway integration.
  • Website maintenance, SEO, and hosting coordination.
  • Accessibility compliance, including WCAG 2.1 / EN 301 549.

Additional Services

  • Brand identity and graphic design.
  • Email marketing strategy and campaign execution.
  • Digital audits and competitive analysis.
The exact scope, deliverables, timeline, and pricing for each project are defined in a Statement of Work (SOW) or proposal agreed before work commences. These Terms apply to all Contracts and SOWs.

Acceptance of Terms

By engaging the Agency's services, whether by signing a Contract, making a payment, or sending written acceptance, you confirm that you have read, understood, and agree to be bound by these Terms.

Acceptance may be made by the following methods.

The Agency reserves the right to update these Terms at any time. Material changes will be communicated with a minimum of 30 days' notice. Continued engagement after that period constitutes acceptance of the revised Terms.

If you are contracting on behalf of a legal entity, you confirm you have authority to bind that entity to these Terms.

  • Signing a written or electronic contract or proposal.
  • Ticking an acceptance checkbox during an online ordering process.
  • Payment of a deposit or invoice referencing these Terms.
  • Written confirmation of acceptance by email.

Client Obligations

Information & Cooperation

  • Provide accurate, complete, and timely information, materials, and access credentials required for service delivery.
  • Review and approve or reject deliverables within the timelines agreed in the Contract, typically 5 to 7 business days.
  • Designate a single authorised contact person to approve work and provide instructions.
  • Notify the Agency promptly of any changes affecting scope, strategy, or business direction.

Lawful Use & Compliance

  • Ensure all materials provided, including logos, images, text, and data, are owned by or properly licensed to the Client.
  • Not instruct the Agency to produce content that is unlawful, defamatory, discriminatory, or in breach of third-party intellectual property rights.
  • Comply with all applicable platform policies such as Meta, Google, and TikTok, and with EU advertising regulations.
  • Comply with GDPR and applicable data protection law in respect of any personal data shared with the Agency.

Delays Caused by Client

The Agency shall not be held liable for missed deadlines or project delays caused by the Client's failure to provide required materials, approvals, or feedback within agreed timeframes. The Agency reserves the right to adjust timelines and invoice for additional work caused by such delays.

Intellectual Property

Agency's Pre-Existing Rights

All proprietary tools, templates, frameworks, methodologies, and pre-existing works used by the Agency remain the exclusive property of the Agency. No rights to these are granted to the Client beyond what is strictly necessary to use the deliverables.

Transfer of Deliverables

Upon full payment of all outstanding invoices, the Agency assigns to the Client the rights to the final deliverables as agreed in the Contract.

Rights are not transferred until full payment is received. The Agency retains all rights if the Contract is terminated due to Client default.

  • Right to reproduce and distribute the deliverables.
  • Right to modify, provided the original author credit is not falsely attributed.
  • Right to publish online and in print.

Portfolio Right

The Agency reserves the right to reference and display completed deliverables in its portfolio, case studies, and marketing materials, unless the Client requests confidentiality in writing before project commencement.

Third-Party Assets

Stock images, fonts, plugins, or other licensed third-party components may be incorporated into deliverables. The Agency will disclose such usage. The Client is responsible for maintaining relevant licenses post-delivery. The Agency shall not be liable for the Client's failure to renew such licenses.

Client-Provided Content

The Client warrants that all content, logos, images, and data provided to the Agency are free of third-party intellectual property claims. The Client indemnifies the Agency against any claims arising from the use of Client-supplied materials.

Payment & Pricing

Pricing & VAT

All prices are quoted in euros (€) and are exclusive of VAT unless explicitly stated otherwise. Applicable VAT rates comply with EU Directive 2006/112/EC. For cross-border B2B transactions within the EU, the reverse-charge mechanism may apply.

Deposit & Milestone Payments

  • A deposit of [30–50]% of the total project fee is due upon signing the Contract, before work commences.
  • Remaining balances are invoiced upon agreed project milestones or at project completion.
  • Monthly retainer fees are due on the 1st business day of each month.

Payment Terms

  • Invoices are payable within 30 days of the invoice date, unless otherwise agreed in the Contract.
  • Accepted payment methods: bank transfer (SEPA), [credit card, PayPal, etc.].
  • The Agency reserves the right to suspend services for overdue invoices.

Late Payment — EU Directive 2011/7/EU

In accordance with EU Directive 2011/7/EU on combating late payment in commercial transactions, overdue invoices will incur: · Statutory interest at the ECB reference rate + 8 percentage points per annum · A flat recovery fee of €40 per overdue invoice · The right to suspend all active services until payment is received

Scope Changes & Additional Work

Any changes to the agreed scope requested by the Client after Contract signing will be assessed and quoted separately. Work on scope changes will only commence upon written approval and, where applicable, additional deposit payment.

Refunds

Deposits are non-refundable once work has commenced, except in cases of Agency default. Completed and approved milestones are non-refundable. Consumer withdrawal rights apply where mandated by law.

Right of Withdrawal

Withdrawal Period

If you are a Consumer, you have the right to withdraw from a distance or off-premises contract within 14 calendar days of the contract conclusion date, without giving any reason.

How to Exercise the Right

Notify us via an unambiguous written statement to [legal@youragency.com] or by post. You may use the following model form, which is not mandatory.

"I hereby give notice that I withdraw from my contract for the provision of the following service: [description], ordered on [date]. Name: [name]. Address: [address]. Date: [date]."

Exceptions to the Right of Withdrawal

The right of withdrawal does not apply to the following cases.

  • Services fully performed within the withdrawal period, with the Consumer's prior express consent and acknowledgement that the right is lost upon full performance.
  • Deliverables that have been clearly personalised or customised at the Consumer's request.
  • Digital content supplied on a non-tangible medium where performance has commenced with the Consumer's consent.

Effects of Withdrawal

If you withdraw, we will reimburse all payments received within 14 days of receiving your notice. If you requested services to begin during the withdrawal period, you shall pay a proportional amount for services rendered up to the date of withdrawal.

This article applies exclusively to Consumers, meaning natural persons acting outside their professional capacity, contracting remotely or off-premises under EU Directive 2011/83/EU.

Termination

Termination by Client

The Client may terminate a Contract by providing [30 days'] written notice. Upon termination, the Client shall pay for all work completed up to the termination date. The deposit is non-refundable. Any third-party costs already committed, such as ad spend or licenses, are also payable by the Client.

Termination by Agency

The Agency may terminate a Contract immediately upon written notice if the Client meets any of the following conditions.

  • Fails to pay any invoice within 15 days of the due date.
  • Breaches any material obligation under these Terms or the Contract.
  • Engages in conduct that is unlawful, abusive, or harmful to the Agency or third parties.
  • Enters insolvency, liquidation, or administration proceedings.

Retainer Agreements

Monthly retainer agreements may be terminated by either party with [30–60 days'] written notice, as specified in the Contract. Services will continue until the end of the notice period, subject to payment of all fees due.

Post-Termination

Upon termination, the Agency will transfer all Client-owned assets and credentials within a reasonable timeframe. Intellectual property rights to deliverables are only transferred upon receipt of full payment for all outstanding invoices.

Limitation of Liability

Cap on Liability

To the maximum extent permitted by applicable EU law, the Agency's total cumulative liability for any claim arising from a Contract shall not exceed the total fees paid by the Client under that Contract in the 3 months immediately preceding the claim.

Excluded Losses

The Agency shall not be liable for the following categories of loss.

  • Indirect, consequential, incidental, or punitive damages.
  • Loss of revenue, profit, data, or business opportunities.
  • Losses arising from Client-supplied inaccurate or incomplete information.
  • Third-party platform changes such as algorithm updates, policy changes, or account suspensions by Meta, Google, TikTok, and others.
  • Advertising performance or specific campaign results unless explicitly guaranteed in writing.
  • Cybersecurity incidents beyond the Agency's reasonable control.

Force Majeure

Neither party shall be liable for failure or delay in performance due to circumstances beyond their reasonable control, including natural disasters, cyberattacks, wars, pandemics, strikes, or regulatory actions. The affected party must give prompt written notice and use reasonable efforts to mitigate the impact.

Consumer protection: Nothing in these Terms limits or excludes liability that cannot lawfully be excluded under mandatory EU consumer protection law, including liability for death or personal injury caused by the Agency's negligence, or fraud.

Governing Law & Dispute Resolution

Governing Law

These Terms and all Contracts shall be governed by the laws of [Country of registration], without prejudice to any mandatory provisions protecting Consumers under the law of their country of habitual residence (EU Regulation No. 593/2008 — Rome I).

Jurisdiction

B2B Clients: disputes shall be submitted to the exclusive jurisdiction of the courts of [City, Country].

Consumer Clients: disputes may be brought before the courts of the Consumer's domicile, per EU Regulation No. 1215/2012 (Brussels I Recast).

Online Dispute Resolution (ODR)

Per EU Regulation No. 524/2013, Consumer Clients may use the EU's Online Dispute Resolution platform.

Agency ODR email: [contact@youragency.com]

Amicable Resolution

Before initiating formal proceedings, both parties agree to make a 30-day good-faith effort to resolve the dispute amicably following written notification.

Miscellaneous

Entire Agreement

These Terms, together with any Contract or SOW, constitute the entire agreement between the parties and supersede all prior communications, negotiations, or understandings on the subject matter.

Severability

If any provision of these Terms is found invalid or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

Waiver

Failure to enforce any right or provision under these Terms shall not constitute a waiver of that right or provision.

Assignment

The Client may not assign or transfer their rights or obligations under a Contract without the Agency's prior written consent. The Agency may assign its rights to a successor entity in connection with a merger, acquisition, or sale of assets.

Language

These Terms are drafted in English. In the event of a conflict between translated versions, the English version shall prevail, unless mandatory local law requires the local language version to take precedence.

Contact

For any questions, requests, or complaints regarding these Terms, please use the contact details below.

General

[contact@youragency.com]

Legal / Billing

[legal@youragency.com]

Address

[Full company address]

Response time

Within 5 business days

Before publishing, replace all placeholders such as [DATE], company name, address, VAT, legal email, contact email, deposit percentage, notice periods, and country/jurisdiction details. Also make sure the payment methods, services, and legal terms match your actual business operations.