Standard Terms

These terms apply to work MagpyLabs Inc. does for you under a signed agreement or order form. In these terms, “we” and “us” mean MagpyLabs Inc., and “you” means the client named in that document.

Your signed document sets out what we deliver, what it costs and how long it runs. These terms fill in everything else, and both form one agreement.

If your signed document and these terms disagree, your signed document wins.

A business day is any day other than a Saturday, Sunday or statutory holiday in Ontario. You enter into the agreement in the course of your business and not as a consumer.

We produce short-form video and organic social content, in the quantities and on the platforms your agreement names.

We do not film unless your agreement says we do. We normally work from footage and photography you supply, together with licensed stock and AI-generated material where it fits the piece.

Within the brief, we choose the format, editing, music, captioning and posting cadence.

We build each piece around trends that are live at the time we make it, using the signals our platform and our team can see. Trend data is a reading of a moving thing, so it is never perfectly accurate. We aim to get as close to it as we can, and section 9 sets out what that does and does not amount to.

Unused or unapproved pieces do not accumulate, carry forward beyond the following period, or convert to a credit or refund, except under section 6.

You acknowledge and agree that your content is produced substantially using generative artificial intelligence, under our direction and with a person reviewing every piece before it reaches you.

This includes systems run by third parties, who process the material you give us under their own terms. We will not knowingly send an AI provider personal information beyond what the work requires.

AI systems can produce material that is inaccurate, generic or misleading. Checking every piece before publication is yours to do, as set out in section 7.

Where a platform requires AI-generated or AI-modified content to be labelled, we apply the label or give you what you need to apply it. You agree not to remove or suppress it.

Material generated without sufficient human authorship may not attract copyright under Canadian law. We assign whatever rights we hold under section 8, but we do not warrant that any piece is protected by copyright or is exclusive to you.

We send you every piece before it goes out. You give us consolidated written feedback or approval within two business days.

If we do not hear from you within three business days, the piece counts toward that period’s quota. We will not publish it until you have approved it.

Each piece includes one round of revisions within its original concept. Further rounds, a change of concept and re-edits from new material are chargeable at our then-current rate, and extend the delivery date accordingly.

If a piece is not what we agreed it would be, we redo it at no charge. If you would simply like a different direction, we are glad to make something new as a chargeable extra, and the original still counts toward the quota.

Fees are as set out in your agreement, exclusive of HST, and are billed in advance.

Fees are earned on receipt and are not refundable, in whole or in part, including where the agreement ends early. The make-good in section 6 is the only exception.

Overdue amounts carry interest from the due date at 1.5% per month, which is 18% per year compounded monthly and an effective annual rate of 19.56%, before and after judgment.

If an amount is more than ten days overdue, we may pause the work and withhold undelivered content and account access on written notice, without liability and without reducing the fee for that period.

Please raise a billing problem with us rather than initiating a chargeback. You are responsible for our reasonable costs of responding to a chargeback resolved in our favour.

Where your agreement runs on a rolling basis, we give you 60 days of written notice before changing a rate, and you may end the agreement before the change takes effect. Where it runs for a fixed term, the rate for any new term is agreed in writing before that term begins.

If we fail to deliver a piece in the period it was due, we will either supply it within the following two periods or credit you its pro-rata value against a future invoice, at our election.

That is your only remedy for a missed deliverable, and it does not apply where the delay was caused by something we needed from you and did not receive.

You agree to supply, promptly and at your own cost, the footage and photography we work from, current information about your business, delegated access to your accounts under section 13, and one named person with authority to approve content.

Releases. Anyone identifiable in material you give us has agreed to appear in it. You hold those releases and will provide copies if we ask.

Accuracy. You check every piece before publication for accuracy about your own business. That includes prices, hours, promotions, ingredients, allergens, and any halal, kosher, vegan, organic or similar claim. AI systems write confident sentences that are sometimes wrong, and you are the one who knows.

You confirm that you own or are licensed to use the material you give us, that the information you supply is accurate and not misleading, that you hold every licence or certification needed for a claim you ask us to make on your behalf, and that you control the accounts your content is published on.

If we ask you for something and do not receive it in time, we may build that period from your older material, licensed stock or AI-generated footage, and it counts in full toward the quota. Fees remain payable and delivery dates extend by the length of the delay.

Once you have paid in full for a period, we assign you the rights we hold in the finished, approved content from that period, and we waive our moral rights in it. Until then you may use it only as published on your own accounts.

We keep our software, pipelines, prompts, model configurations, templates, presets and know-how, together with project files, raw and unused footage and outtakes. Nothing in the agreement transfers any of it.

Stock media, fonts, music and platform-provided audio are licensed to us, not assigned to you, and stay subject to their own terms. Your rights in those elements cover organic posting on the platform the piece was made for. Paid advertising, broadcast and out-of-home use need your own licence, so please ask us first.

You keep ownership of the material you give us, and license us to use, reproduce and modify it to do the work during the term.

We may use anonymized, aggregated performance data to improve our systems.

We may show finished work, along with your name, logo and published metrics, in our portfolio, case studies and pitch materials. Tell us in writing if you would rather we did not, and we will stop using it going forward.

You are paying us to make and publish the content, not for a particular outcome.

We do not promise views, reach, engagement, followers, search or map rankings, reservations, foot traffic, orders or revenue. Working from live trends improves the odds that a piece finds an audience. It is not a guarantee that it will, and nothing we say about a trend should be read as one.

Platform algorithms, distribution, moderation decisions, policy changes, outages and account restrictions are outside our control and are not our responsibility, except where directly caused by our own gross negligence or wilful misconduct.

We will do the work with the reasonable skill and care of a competent provider of similar services. That is the whole of our obligation as to quality, and other conditions and warranties implied by statute or otherwise are excluded as far as the law allows.

Neither of us is liable to the other for indirect, incidental, consequential, special or punitive damages, or for loss of profits, revenue, goodwill, reputation, business opportunity, customers, followers or data, however caused.

Our total liability arising out of or relating to the agreement is limited to the fees you actually paid us in the three months immediately before the event that gave rise to the claim.

Sections 10.1 and 10.2 do not limit liability for fraud, wilful misconduct, your payment obligations, your indemnity in section 11, or anything that cannot be limited at law.

You will cover us, and our directors, officers, employees and contractors, against any claim, loss, fine, penalty and reasonable legal cost arising from the material you supply, a breach of section 7, your products, food safety, pricing, promotions or business practices, your publication or use of content you approved, or a claim by anyone identifiable in material you gave us.

We will cover you against a third-party claim that stock, library or music we supplied infringes that party’s intellectual property, provided you tell us promptly, let us run the defence and cooperate with it.

The cover in 11.2 does not extend to your own material, to AI-generated elements, or to anything you have modified, and is subject to the cap in section 10.2.

Each of us keeps the other’s non-public business, financial and customer information confidential, uses it only to perform the agreement, and protects it with at least reasonable care, for three years after the agreement ends.

This does not cover information that is public through no breach, was independently developed, or that the law requires be disclosed. Where disclosure is required, the disclosing party gives notice if it lawfully can.

We comply with the Personal Information Protection and Electronic Documents Act and applicable Ontario privacy law. We process personal information only as needed to do the work, and we do not sell it or use it for our own marketing.

We do not send commercial electronic messages on your behalf. If email or SMS marketing is added later, obtaining and recording consent under Canada’s Anti-Spam Legislation is yours to handle.

Where you give us access to your accounts, it is granted through the platform’s own delegated-access facility, such as Meta Business Suite, and not by sharing passwords.

You remain the owner and administrator of your accounts throughout, and may revoke access at any time. Revoking access does not reduce the fee.

Your agreement sets the term and any notice period.

Either of us may end it immediately, on written notice, if the other seriously breaches it and does not fix the breach within ten business days, or becomes insolvent. Non-payment of an undisputed amount for more than ten days is a breach we may treat as incurable.

When the agreement ends, everything owing becomes due, you revoke our account access, and we hand over the approved content you have paid for.

We may delete your material and our project files 90 days after the end date. Retrieving what you want to keep before then is yours to do.

Sections 3.5, 5.2, 5.3, 8, 9, 10, 11, 12, 14.3, 14.4, 14.5 and 15 survive the end of the agreement.

Independent contractor. We are an independent contractor, responsible for our own personnel, taxes and insurance, and we may use subcontractors while remaining responsible for their work. Nothing here creates employment, partnership or agency.

Other clients. We may work with other clients, including others in your industry, subject to section 12.

Force majeure. Neither of us is liable for a failure to perform, other than a payment obligation, caused by something beyond reasonable control, including a platform or AI provider outage.

Notices. Notices go in writing to the email addresses in your agreement, and are treated as received the next business day provided no delivery failure comes back.

Assignment. Neither of us may assign the agreement without the other’s written consent, not to be unreasonably withheld, except on a sale of all or substantially all of a business.

Entire agreement. Your agreement and these terms are the whole agreement between us and replace earlier proposals, decks, quotes and discussions. Changes need to be in writing and signed by both of us. A purchase order that adds to or conflicts with these terms has no effect.

Severability and waiver. If a provision is unenforceable it is severed or read down to the minimum extent necessary, and the rest stands. Not enforcing something on one occasion does not waive it on another.

Governing law. Ontario law and the laws of Canada applicable in it govern the agreement. The courts of Ontario sitting in the Region of Peel have exclusive jurisdiction, including the Small Claims Court.

Disputes. Before starting proceedings, each of us gives written notice of the dispute and we try in good faith to resolve it within fifteen business days. This does not prevent either of us from seeking an injunction or collecting undisputed overdue amounts.

Signing. Agreements may be signed electronically and in counterparts under the Electronic Commerce Act, 2000 (Ontario).

We update these terms from time to time. A change applies from the start of your next billing period, and we will tell you before it takes effect.

The version in force when you signed continues to apply until then. Earlier versions are available on request.