Ewil Marketing Lab ("Agency") is a social media marketing agency operated jointly by João Gil Gonçalves Rocha da Silva and Ewa Kamila Cichy, registered as autonomous professionals (autónomos) under Spanish law, with registered address at Camino de la Cizaña, 23, 1G, 29004, Málaga, Spain
Contact: joaogil007@gmail.com (current) | hello@ewilmarketing.com(forthcoming). All formal notices under this Agreement must be sent to the active contact address.
These Terms apply to all services provided by the Agency, whether accessed in person, remotely, or through any digital platform, including Fiverr, Upwork, or direct engagement.
1. SCOPE OF SERVICES
The Agency offers the following core services, individually or in combination:
Social Media Management — Content scheduling, community management, copywriting, and profile optimisation for Instagram and Facebook (additional platforms available as add-ons).
Creative Content Production — Creation of graphics, reels, carousels, and stories to agreed monthly volumes as specified in the Service Proposal.
Meta Ads Management — Campaign setup, audience targeting, A/B testing, budget optimisation, and monthly performance reporting on Facebook and Instagram.
The specific deliverables, volume, platforms, and pricing applicable to the Client are set out in the accompanying Service Proposal and Service Level Agreement (SLA), which form an integral part of this Agreement.
2. TERM AND MINIMUM COMMITMENT
2.1 Minimum Term. All services are subject to a minimum binding period of three (3) calendar months, commencing on the date the first payment is received. This minimum term applies regardless of whether services are contracted individually or in combination.
2.2 Automatic Renewal. Upon expiry of the initial three-month period, this Agreement automatically converts to a rolling month-to-month contract unless terminated in accordance with Clause 3.
2.3 Rationale. The minimum commitment period reflects the time required to produce measurable results in organic reach, audience growth, and paid campaign optimisation. The Agency cannot be held responsible for outcomes assessed before this period has elapsed.
3. TERMINATION AND CANCELLATION
3.1 Notice Period. Either party may terminate this Agreement following the initial three-month period by providing written notice at least thirty (30) calendar days prior to the next billing cycle. Notice must be delivered via email to the designated contact of each party.
3.2 Early Termination by Client. If the Client terminates this Agreement before the expiry of the minimum three-month period, the Client remains liable for all fees due through the end of the minimum term. No refunds will be issued for the remaining months of the committed period.
3.3 Termination for Cause by Agency. The Agency reserves the right to terminate this Agreement immediately and without penalty in the event of: (a) non-payment beyond five (5) business days of the due date; (b) conduct by the Client that is abusive, unlawful, or materially damaging to the Agency's reputation; or (c) the Client's request to produce content that is illegal, deceptive, or in violation of Meta's advertising policies.
3.4 Effect of Termination. Upon termination, the Agency will cease all services on the final day of the paid period. All content previously delivered to the Client remains the Client's property. Scheduled content not yet published may be delivered as drafts at the Agency's discretion.
4. PAYMENT TERMS
4.1 Retainer Fee. The Client agrees to pay the monthly retainer fee as specified in the Service Proposal. All fees are payable in advance on an agreed billing date each month. All prices exclude VAT, which will be applied where legally required.
4.2 Accepted Payment Methods. The Agency accepts payment via the following methods, as confirmed in the Service Proposal:
Bank Transfer (IBAN) — Direct transfer to the Agency's registered bank account. Details provided upon contract signing.
Stripe — Secure online card payment processed via Stripe Payments Europe Ltd. Card data is handled exclusively by Stripe and is not stored by the Agency.
Mollie — Online payment processing via Mollie B.V., supporting card payments and local payment methods. Payment data is handled exclusively by Mollie and is not stored by the Agency.
The preferred payment method will be confirmed in the Service Proposal. The Agency reserves the right to update accepted payment methods with thirty (30) days' written notice.
4.3 Ad Spend. Where Meta Ads Management is contracted, the monthly advertising budget is excluded from the Agency's service fee and is billed directly by Meta to the Client's registered payment method. The Agency assumes no liability for charges, billing errors, or account issues originating from Meta's billing infrastructure.
4.4 Setup Fee. A one-time setup fee of €150 applies to new Meta Ads Management engagements, covering campaign architecture, pixel installation verification, and audience configuration.
4.5 Late Payment. If payment is not received within five (5) business days of the due date, the Agency reserves the right to suspend all services without prior notice. Services will resume only upon settlement of the outstanding balance in full. Repeated late payments (two or more occurrences) may result in termination of the Agreement.
4.6 Refund Policy. All monthly retainer fees are non-refundable, except in circumstances where the Agency is unable to fulfil the contracted scope of services due to circumstances within its control. In such cases, the Agency will issue a pro-rated refund for the undelivered portion of the service month.
4.7 Price Review. The Agency reserves the right to review and adjust service fees upon six (6) months of continuous engagement. Any price changes will be communicated in writing with a minimum of thirty (30) days' notice.
5. CLIENT OBLIGATIONS
The Client agrees to:
Provide timely access to all required social media accounts, Meta Business Manager, and advertising accounts within five (5) business days of signing.
Supply the Agency with raw photo and video assets as agreed. The Agency is not responsible for content quality limitations arising from insufficient or low-quality assets provided by the Client.
Review and provide feedback or approval on content drafts within two (2) business days of delivery. Content not responded to within this window will be deemed approved for scheduling.
Ensure that all information provided to the Agency — including product descriptions, pricing, claims, and promotional offers — is accurate, truthful, and compliant with applicable laws.
Maintain valid and funded payment methods for both the Agency's retainer and Meta's direct billing.
Notify the Agency promptly of any significant changes to the business, products, services, or brand positioning that may affect the content strategy.
6. INTELLECTUAL PROPERTY AND CONTENT OWNERSHIP
6.1 Ownership Upon Payment. Upon receipt of full payment for each service month, all content created by the Agency for the Client — including graphics, copy, reels, and stories — becomes the exclusive property of the Client. The Client may use, repurpose, and distribute this content freely.
6.2 Agency Website and Brand Content. All content published on the Agency's website and digital channels — including but not limited to text, graphics, logos, case studies, methodologies, and visual assets — is the exclusive intellectual property of Ewil Marketing Lab and is protected under applicable copyright law. No part of this content may be reproduced, distributed, modified, or used for commercial purposes by third parties without prior written authorisation from the Agency.
6.3 Reporting Copyright Infringement. If you believe that any content published by the Agency infringes your intellectual property rights, or if you become aware of unauthorised use of Agency content, please report it in writing to: joaogil007@gmail.com (or support@ewil.es once active). The Agency will investigate all notices promptly and take appropriate action.
6.4 Agency Portfolio Rights. The Client grants the Agency a non-exclusive, royalty-free licence to use anonymised performance metrics and content samples (with all identifying brand information redacted) in the Agency's portfolio, case studies, and marketing materials. Branded showcase — using the Client's name and visual identity — requires prior written authorisation from the Client.
6.5 Third-Party Assets. The Client warrants that any assets provided to the Agency for use in content production (photographs, logos, music, footage) are either owned by the Client or properly licensed for commercial use. The Agency accepts no liability for intellectual property infringement arising from Client-provided assets.
6.6 Strategy Documents. Content strategies, brand voice guidelines, audience analyses, and campaign structures developed by the Agency remain the intellectual property of the Agency unless otherwise agreed in writing. Upon termination, the Client retains access to all published content and performance data but not to unpublished proprietary strategy frameworks.
7. RESULTS, WARRANTIES, AND LIMITATION OF LIABILITY
7.1 No Guarantee of Results. The Agency will apply professional expertise, industry best practices, and genuine effort to achieve the Client's objectives. However, the Agency makes no guarantee of specific outcomes, including but not limited to follower growth, engagement rates, lead volume, revenue generation, or return on ad spend. Social media performance is influenced by platform algorithm changes, market conditions, seasonal factors, and audience behaviour outside the Agency's control.
7.2 Platform Dependency. The Agency operates on third-party platforms (Meta, Instagram, Facebook, TikTok, LinkedIn) and cannot be held responsible for platform outages, policy changes, account restrictions, ad disapprovals, or any unilateral decisions made by these platforms that affect service delivery or campaign performance.
7.3 Limitation of Liability. To the maximum extent permitted by applicable law, the Agency's total liability to the Client under or in connection with this Agreement shall not exceed the total fees paid by the Client in the three (3) months immediately preceding the event giving rise to the claim. The Agency shall not be liable for any indirect, consequential, special, or punitive damages.
7.4 Client Content Liability. The Client assumes full responsibility for the accuracy and legality of all information, claims, pricing, and offers communicated through content published on their behalf. The Agency acts as a service provider and is not liable for regulatory, legal, or reputational consequences arising from Client-approved content.
8. CONFIDENTIALITY
Both parties agree to treat as strictly confidential all non-public information disclosed during the course of this Agreement, including but not limited to business strategies, financial data, client lists, pricing structures, campaign data, and proprietary methodologies. This obligation survives termination of the Agreement for a period of two (2) years.
The Agency will not disclose the Client's business information to third parties except where required by law or with the Client's prior written consent.
9. DATA PROTECTION AND PRIVACY
9.1 GDPR Compliance. Both parties agree to comply with Regulation (EU) 2016/679 (General Data Protection Regulation) and applicable Spanish data protection legislation. Where the Agency processes personal data on behalf of the Client in the context of Meta Ads campaigns or community management, the Agency acts as a data processor and the Client acts as the data controller.
9.2 Data Processing. The Agency will process personal data only to the extent necessary for the provision of contracted services, and will implement appropriate technical and organisational measures to ensure data security.
9.3 Privacy Policy. The Agency's full Privacy Policy and Cookie Policy, governing the collection and use of data submitted through onboarding forms, client communications, and the Agency's website, are available at the Agency's website (forthcoming at ewil.es) and are incorporated by reference into this Agreement.
10. CONTENT APPROVAL AND SIGN-OFF
The Client acknowledges that no content will be published without either explicit written approval or the expiry of the two (2) business day review window as outlined in the SLA. By approving content — whether explicitly or implicitly through silence — the Client accepts full responsibility for its accuracy and compliance with applicable regulations.
The Agency reserves the right to decline producing content that is, in its professional judgement, misleading, defamatory, discriminatory, or likely to violate Meta's Community Standards or Advertising Policies.
11. FORCE MAJEURE
Neither party shall be liable for failure or delay in performance resulting from circumstances beyond their reasonable control, including but not limited to natural disasters, governmental actions, platform-wide outages, pandemics, war, or civil unrest (force majeure events). The affected party shall notify the other in writing as soon as practicable.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Spain, without prejudice to any mandatory consumer protection provisions applicable in the Client's jurisdiction.
12.2 Dispute Resolution. In the event of a dispute, both parties agree to first attempt resolution through good-faith negotiation. If unresolved within thirty (30) days, disputes shall be submitted to the competent courts of Málaga, Spain.
12.3 US Clients. For clients based in the United States, this Agreement is additionally subject to applicable federal and state consumer protection laws. Nothing in this Agreement limits rights afforded to consumers under applicable US law.
13. GENERAL PROVISIONS
13.1 Entire Agreement. This Agreement, together with the Service Proposal and SLA, constitutes the entire agreement between the parties and supersedes all prior discussions, representations, or agreements.
13.2 Amendments. Any amendments to this Agreement must be made in writing and signed by both parties.
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. Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of the right to enforce such provision at a later date.
13.5 Language. This Agreement is executed in English. In the event of a translation, the English version shall prevail.
