Terms of Service

Benjamin’s Agency Inc.

These Terms of Service (the “Terms”) govern your access to and use of the website located at www.benjaminsagency.com and any related pages, content, and online services (collectively, the “Website”) operated by Benjamin’s Agency Inc. (“Benjamin’s Agency,” “we,” “us,” or “our”), and also set out the baseline terms that apply to anyone who engages or instructs us to perform marketing, content production, advertising, or related services (the “Services”). By accessing the Website or by requesting, authorizing, or paying for any Services, you (“you,” “your,” or the “Client”) agree to be bound by these Terms. If you do not agree, do not use the Website or engage our Services.

Relationship to a signed Service Agreement. These Terms are intended to work alongside, not replace, any separate written service agreement, statement of work, proposal, quote, or invoice that you sign or approve with us (each, a “Service Agreement”). Where a signed Service Agreement exists, it is the controlling document for that engagement and, in the event of any conflict between it and these Terms, the signed Service Agreement prevails. Where no signed Service Agreement is in place but you nonetheless instruct, authorize, or pay us to perform Services, these Terms (together with any quote or invoice you approve) govern the engagement as our default terms of working together.

1. Definitions

“Content” means all creative work and materials produced by us or by any third-party creator engaged by us in connection with the Services, including photography, videography, edits, copywriting, graphic design, and campaign assets.

“Deliverables” means the specific outputs agreed for an engagement, as described in the applicable Service Agreement, quote, or invoice.

“Service Fee” means the fees payable for the Services, including any retainer, project fee, performance commission, or additional charges.

“Website Content” means all text, graphics, logos, designs, photographs, videos, and other material we make available on the Website.

2. About Benjamin’s Agency

Benjamin’s Agency Inc. is a creative marketing and content production company. We are organized as a corporation registered federally in Canada and in the State of Delaware, United States, and we operate from Toronto, Canada. References in these Terms to Benjamin’s Agency include the applicable Benjamin’s Agency Inc. entity that contracts with you for a given engagement.

3. Eligibility and Acceptable Use of the Website

You must be at least the age of majority in your jurisdiction and able to form a binding contract to use the Website or engage our Services. You agree to use the Website only for lawful purposes and in accordance with these Terms. You agree that you will not:

• Use the Website in any way that violates any applicable law or regulation, or infringes the rights of any third party;
• Copy, reproduce, scrape, republish, distribute, or create derivative works from the Website Content except as expressly permitted;
• Introduce malware, attempt to gain unauthorized access to, interfere with, or disrupt the Website, its servers, or connected systems;
• Use the Website to transmit unsolicited advertising, harassing, defamatory, or otherwise objectionable material; or
• Misrepresent your identity or affiliation, or use automated means to access the Website in a manner that imposes an unreasonable load on our infrastructure.

We may suspend, restrict, or terminate your access to the Website at any time, without notice, if we reasonably believe you have breached these Terms.

4. Intellectual Property in the Website

The Website and all Website Content are owned by or licensed to Benjamin’s Agency and are protected by copyright, trademark, and other intellectual property laws. The Benjamin’s Agency name, logo, and brand features are our trademarks and may not be used without our prior written consent. Except as expressly permitted in these Terms, you are granted no right or license to use any Website Content, and all rights not expressly granted are reserved.

5. Engaging Our Services

Information on the Website, including portfolio examples, package descriptions, and indicative pricing, is provided for general information only and does not constitute a binding offer. A binding engagement is formed only when we accept your request to proceed, which may occur through a signed Service Agreement or through your written approval of, and payment against, a quote or invoice. Our Services are provided on a business-to-business basis to commercial clients.

We will use good faith efforts to achieve your desired results based on the agreed Deliverables. However, we retain full discretion over the methods, tools, team allocation, and creative approach used to perform the Services. Resource allocation, service hours, and the precise mix of Deliverables may vary from period to period in order to achieve the best results for your campaign.

6. Fees, Payment, and Billing

Except where a signed Service Agreement provides otherwise, the following default payment terms apply to any engagement:

• Service Fees are payable in advance and act as a retainer for our Services. Ongoing engagements are billed automatically on each billing date to the payment method on file, for each billing cycle, until validly cancelled.
• Where a performance commission applies to your engagement, it is calculated and billed in addition to the Service Fee on the terms set out in your Service Agreement; non-payment of commission is treated the same as non-payment of the Service Fee.
• Advertising spend (“ad spend”) is your sole responsibility and is separate from, and not included in, our Service Fee.
• We may delay or withhold Deliverables if any Service Fee for the current or any prior billing cycle is not paid in full when due.
• Amounts not paid when due accrue interest at the rate of five percent (5%) per month, or the highest rate permitted by applicable law, whichever is lower.
• If we must pursue collection of unpaid amounts, you agree to pay all reasonable costs of collection, including reasonable legal fees, court costs, and related expenses.

No refunds. Except as expressly provided in a signed Service Agreement, all fees paid are non-refundable once Services for a billing cycle have begun. This includes situations caused by your failure to provide timely access to required platforms, accounts, products, or information.

7. Intellectual Property in Deliverables and Licensing

All Content created under an engagement remains the sole intellectual property of its respective creators, including Benjamin’s Agency and any third-party creators we engage. Upon full payment of the applicable Service Fee, we grant you a non-exclusive, non-transferable license to use the Content for the purposes of the engagement, which include organic social media, email marketing, your own website, and digital ads run through your own channels.

This license does not include, and the following require a separate written license and may be subject to an additional buyout fee: large-scale advertising campaigns; out-of-home advertising (for example, billboards or transit ads); broadcast media (for example, television or radio); sublicensing; or distribution through third-party media networks or for resale. You may not claim ownership of, modify, or sublicense the Content without our prior written consent. We retain full copyright ownership and moral rights in the Content except as expressly licensed.

RAW files. RAW and source files are not included in any engagement. Any request for RAW files must be made separately and is subject to an additional license and invoice.

Access while active. Content remains accessible to you only while your engagement is active. If an engagement is terminated or not renewed, access to Content may be removed, and we are under no obligation to retain or provide files thereafter.

8. Revisions

Unless your Service Agreement states otherwise, you are entitled to one (1) consolidated round of revisions per month of active service, with requests submitted together within thirty (30) calendar days of that month’s delivery. A revision means a minor adjustment to an existing Deliverable (for example, text-overlay changes, music swaps, cropping, or caption edits). Revisions do not include reshoots, changes of creative direction, or entirely new Deliverables. Requests submitted after the applicable window, or beyond the included round, are out of scope and subject to a separate quote and invoice.

9. No Guaranteed Results

We make good faith efforts to meet your goals. Creative work is inherently subjective, and you acknowledge that taste or preference alone is not grounds for rejection, refund, or breach where the agreed scope has been delivered and the included revision process provided. Advertising and marketing outcomes are influenced by many factors outside our control, including your website conversion rate, average order value, product margins, inventory and fulfillment, pricing and promotions, website speed and checkout performance, tracking and attribution integrity, advertising-platform policy reviews and auction dynamics, and seasonality. Accordingly, we do not guarantee any specific performance outcome. Any performance-based remedies are governed solely by your signed Service Agreement, if applicable.

10. Creative Discretion

By engaging us, you confirm that you have reviewed our portfolio and creative approach and grant us creative discretion to execute Deliverables in the manner we determine will achieve the best results based on our professional experience. We will work within your brand guidelines where provided and make reasonable efforts to align with your brand identity; however, we retain final creative authority over execution decisions, including creative direction, styling, editing choices, content format, and campaign strategy. Dissatisfaction with our creative style or strategic decisions is not grounds for refund or early termination where we have delivered the agreed Deliverables and made good faith efforts to work within your brand parameters.

11. Delivery and Timelines

We make good faith efforts to deliver within the timelines outlined in the agreed Deliverables, and Deliverables are typically made available for download via a secure platform for a limited period (by default, thirty (30) days), after which we are not responsible for retaining or archiving Content. You acknowledge that delivery timelines are estimates, not guarantees, and may be subject to reasonable delays due to resource and team availability; team-member illness, leave, or turnover; technical issues or equipment failure; client-caused delays (such as late feedback or delayed access, products, or approvals); or other circumstances beyond our reasonable control. Reasonable delays do not constitute a breach of these Terms or grounds for a refund. We will communicate material delays as soon as practicable.

12. Your Responsibilities

To enable us to perform the Services, you agree to: provide timely access to the platforms, accounts, products, brand materials, and information we reasonably require; respond to requests for feedback and approvals without undue delay; ensure that any materials you provide do not infringe the rights of any third party; and maintain accurate tracking and attribution where performance measurement is part of your engagement. You also agree to provide a safe, professional, and harassment-free environment for our staff and contractors. If a working environment becomes unsafe or hostile, we may terminate the affected Services without refund.

13. Inability to Perform

If we are unable to perform due to circumstances beyond our reasonable control, including illness, equipment failure, or acts of God, we will make reasonable efforts to reschedule the affected Services. If rescheduling is not possible, our liability is limited to a refund of fees paid for the affected, undelivered Services, and we will have no further liability.

14. Confidentiality

Each party may receive non-public information of the other that is marked or reasonably understood to be confidential. Each party agrees to use the other’s confidential information only to perform or receive the Services and to protect it with reasonable care. This does not apply to information that is or becomes public through no fault of the receiving party, was already known, is independently developed, or must be disclosed by law. We may reference your name and display non-confidential Deliverables in our portfolio and marketing unless you instruct us otherwise in writing.

15. Privacy

Our collection and use of personal information through the Website and in the course of providing the Services is described in our Privacy Policy, which is incorporated into these Terms by reference and available on the Website. By using the Website or our Services, you acknowledge our Privacy Policy. Where required by applicable law, we obtain consent for, and provide notice of, the personal information we collect, the purposes for which we use it, and the rights available to you, including rights to access or request correction or deletion of your personal information. The Website uses cookies and similar technologies; where required by law, we will request your consent and provide controls, with further detail set out in our Privacy Policy and any cookie notice on the Website.

16. Third-Party Links and Services

The Website and our Services may reference or link to third-party websites, platforms, or tools (for example, advertising and analytics platforms). We do not control and are not responsible for third-party content, products, policies, or practices, and your use of any third-party service is governed by that third party’s own terms.

17. Disclaimers

The Website and the Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, Benjamin’s Agency disclaims all warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the Website or Services will be uninterrupted, error-free, secure, or will achieve any particular result. Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.

18. Limitation of Liability

To the fullest extent permitted by applicable law, our total aggregate liability for any and all claims arising out of or relating to the Website, the Services, or these Terms is limited to the amount of the Service Fee actually paid by you to us in respect of the engagement giving rise to the claim. In no event will Benjamin’s Agency be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or for emotional or third-party damages, even if advised of the possibility of such damages. Nothing in these Terms limits liability that cannot be limited or excluded under applicable law.

19. Indemnification

You agree to indemnify, defend, and hold harmless Benjamin’s Agency and its officers, employees, and contractors from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: your use of the Website in breach of these Terms; materials, products, or information you provide to us; your products or services advertised through the Services; or your violation of any law or the rights of any third party.

20. Term and Termination

These Terms apply while you use the Website and for the duration of any engagement. Termination of a specific engagement is governed by the applicable signed Service Agreement; where no signed Service Agreement applies, either party may terminate an ongoing engagement on thirty (30) days’ written notice before the next billing date, and any work completed for the current billing cycle will be invoiced as a final amount due and payable within seven (7) business days. We may suspend or terminate your access to the Website at any time as described in these Terms. Provisions that by their nature should survive termination (including intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law) will survive.

21. Governing Law and Dispute Resolution

These Terms, and any dispute arising out of or relating to them, the Website, or the Services, are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. Subject to the paragraph below, you and Benjamin’s Agency submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for the resolution of any dispute, and you waive any objection to venue in those courts.

Because Benjamin’s Agency also operates from and is registered in Canada, where a Client is resident in Canada or another jurisdiction whose law grants the Client mandatory, non-waivable protections, nothing in these Terms deprives the Client of the benefit of those mandatory protections, and the courts of the Client’s home jurisdiction may exercise jurisdiction to the extent required by such mandatory law. To the extent permitted by applicable law, the parties will first attempt in good faith to resolve any dispute informally before commencing proceedings.

22. Changes to These Terms

We may update these Terms from time to time. The current version will always be posted on the Website with an updated effective date. Changes apply prospectively from the date posted; your continued use of the Website or the Services after changes take effect constitutes acceptance of the revised Terms. For active engagements, the version of these Terms in effect when the engagement began continues to apply unless we agree otherwise in writing or a signed Service Agreement provides for updates.

23. General

Entire agreement. These Terms, together with any applicable signed Service Agreement, quote, invoice, and our Privacy Policy, constitute the entire agreement between you and Benjamin’s Agency regarding their subject matter and supersede all prior understandings, with the signed Service Agreement controlling in the event of conflict.

Severability. If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary, or severed, and the remaining provisions will remain in full force and effect.

No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

Force majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control.

Independent contractor. We provide the Services as an independent contractor; nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.

24. Contact Us

Questions about these Terms can be sent to:

Benjamin’s Agency Inc.

Email: hello@benjaminsagency.com

Website: www.benjaminsagency.com

By accessing the Website or engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.