Terms of Service

These Terms apply to all contracts between FNLY Social UG (haftungsbeschränkt), Am Kraftwerk 23, 34582 Borken, Germany (“FNLY Social”), a German limited liability company, and its customers for video and photo production, design, websites, social media management and digital marketing.

FNLY Social contracts with businesses only. By placing an order, you confirm that you act for business purposes and not as a consumer.

Your own terms apply only if FNLY Social has expressly agreed to them in writing.

Prices on the website and in price lists are not binding offers. A contract is formed when you accept a written quote from FNLY Social or FNLY Social confirms your order in writing. Email counts as writing.

The content and scope of the services follow from the quote and the package description it refers to. Changes and additions must be made in writing.

FNLY Social delivers the agreed services with its own staff and with creators, on-camera talent, photographers and videographers selected by FNLY Social. FNLY Social has creative freedom in execution unless the briefing sets requirements.

Before production you provide a briefing with goal, audience, key messages, permitted and prohibited product claims, and the platforms and formats you need.

For social media management and ad management, you grant FNLY Social the necessary access to your accounts and ad accounts. The accounts remain yours. You pay ad spend directly to the platforms.

All productions take place in the FNLY Social studio in Germany. FNLY Social does not shoot on location in the US.

You ship products to FNLY Social Delivered Duty Paid (DDP), at your own cost and risk. You pay shipping, customs duties and import taxes.

Agreed delivery times start once the product and the complete briefing have arrived. After production, products stay with FNLY Social or are disposed of. Return shipping to the US is possible on request, is quoted separately and may trigger US duties, which you bear.

The number of revisions included in the price follows from your package. A revision covers changes within the approved briefing. FNLY Social charges extra revisions and changes outside the briefing according to its current price list.

You review delivered work within 7 business days of delivery and either accept it or send your change requests in writing. If you do not respond within this period, the work is deemed accepted, provided FNLY Social pointed out this consequence on delivery. Publishing or using the work counts as acceptance.

Copyright in videos and photos stays with the creators. FNLY Social grants you a license to use the work as set out in your package and quote, defined by medium (organic or paid ads), territory and term. Time limited usage terms, such as 12 months of paid ads, run from delivery of the videos. Further rights, such as unlimited paid usage, whitelisting, Spark Ads or industry exclusivity, require a separate agreement and fee.

Usage rights pass to you only once the agreed fee is paid in full. Until then, use requires the consent of FNLY Social.

For logos, FNLY Social assigns you the copyright in the chosen logo in writing once the agreed fee is paid in full, including the right to edit it and register it as a trademark. Concepts you did not choose remain with FNLY Social. FNLY Social does not perform a trademark search unless expressly agreed.

FNLY Social may show the work and name you as a reference on its own channels and in its own materials unless you object. This does not apply to white label orders from agencies, for which FNLY Social never names a reference.

FNLY Social obtains a written model release from every creator and on-camera person it uses before production. The release covers purpose, media and term of use in line with the usage rights you acquire.

If you use your own employees or other people, you are responsible for their releases unless the quote says otherwise. Use beyond the agreed scope requires an extension of the usage rights and the releases.

You are responsible for the product claims in the content. You approve all claims before production and make sure they are truthful and substantiated under the laws that apply where you use the content, including the FTC Act and the FTC Endorsement Guides (16 CFR Part 255).

In your own ads and on your own channels, you are responsible for any required disclosure, for example the platform's ad label. When a creator posts content on their own account, the creator discloses the material connection, for example with “#ad” or the platform's paid partnership label.

FNLY Social does not produce fake reviews or testimonials. Creators actually use your product, and scripts do not invent experiences. You must not present the content as an independent customer review, in line with the FTC Rule on the Use of Consumer Reviews and Testimonials (16 CFR Part 465).

Social media management and UGC monthly plans have a minimum term of 3 months unless the quote sets a longer term. They are billed monthly in advance.

After the minimum term, the contract renews by one month at a time unless either party cancels in writing with one month's notice to the end of the term. The right to terminate for good cause remains unaffected.

When the contract ends, you remove FNLY Social's access to your accounts. You may continue to use content produced for your channels and paid for up to that point within the agreed scope.

All prices are net in US dollars. Services from Germany to US businesses are as a rule not subject to German VAT. Any other taxes, shipping costs, duties and ad spend are borne by you.

You pay a 50% deposit on order and the balance on delivery. Monthly fees for subscriptions are billed at the start of each service month. Prepaid volumes for agencies are valid for 3 months from payment. You can pay by card or ACH.

If you are in default of payment, FNLY Social may withhold further services until payment is made, after giving notice.

FNLY Social is liable without limitation for intent and gross negligence, for injury to life, body or health, and under mandatory product liability law.

For slightly negligent breach of essential contractual obligations, FNLY Social is liable only for typical, foreseeable damage. Essential obligations are those whose fulfillment makes proper performance of the contract possible in the first place and on which you may regularly rely. Otherwise, liability for slight negligence is excluded.

FNLY Social does not guarantee any specific business result, in particular no specific reach, engagement or sales. You are responsible for product claims you specify or approve and indemnify FNLY Social against third-party claims arising from them.

Both parties keep the other party's confidential information confidential, in particular trade secrets, unreleased products and customer data, and use it only to perform the contract. This obligation continues after the contract ends.

On request, the parties sign a separate non-disclosure agreement. For white label orders from agencies, such an agreement is required before the first order.

These Terms and all contracts are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for all disputes is the court responsible for the registered office of FNLY Social in Borken (Hesse), Germany, currently Fritzlar local court (Amtsgericht Fritzlar) or the regional court above it. This clause is subject to review by counsel.

If any provision of these Terms is invalid, the remaining provisions remain in effect.