Simple Stats

Simpleisgood.ca

Digital Marketing Agency Agreement

Agency: Simple Is Good Inc ("Agency," "we," "us," or "our")
Client: The individual or entity engaging our services ("Client," "you," or "your")

Agency Agreement Highlights

1. Digital Marketing and Webmaster Services

Simple Is Good Inc provides comprehensive digital marketing services including marketing automation, social media marketing, search engine optimization, pay-per-click advertising, content marketing, website optimization, and related services. Additionally, we provide webmaster services including website updates, content publishing, technical maintenance, and ongoing website management. By engaging our services, you agree to this Agreement and acknowledge that we will submit information on your behalf to various platforms including but not limited to Facebook, LinkedIn, Instagram, Google, Microsoft Bing, Yelp, Twitter, Pinterest, YouTube, and other digital marketing platforms.

Platform Dependencies: You acknowledge that our services depend on third-party platforms that may change policies, suspend accounts, or modify services at any time. We have no control over these platforms and cannot guarantee continued access or performance.

2. Content and Materials

2.1 Content Development and Authorization

You authorize Agency to develop and place marketing content based on information you provide, including copy, graphics, videos, photos, testimonials, and other materials. You grant us a limited license to use your trademarks, logos, and business information solely for providing contracted services.

2.2 Client Content Warranties

You warrant that all materials and information provided to Agency:

2.3 Content Approval Process

Monthly content requires your approval within one week of submission. Content will be considered approved if no response is received within this timeframe to maintain campaign timing and effectiveness.

3. Client Obligations and Cooperation

You agree to provide timely access to necessary accounts, passwords, technical information, feedback, and decisions required for campaign execution. You are responsible for ensuring accuracy of all provided information and that your designated personnel have appropriate authority and skills to assist with campaign requirements.

Data Access: You authorize Agency to access analytics, social media accounts, hosting platforms, domain management, and other necessary systems to perform contracted services.

4. Rates, Billing, and Payment

4.1 Service Rates

All services will be provided at rates specified in your service agreement. Agency may modify rates, service offerings, or terms with 30 days written notice. If rates increase, you may cancel the remainder of your term as of the effective date by providing written notice at least 10 days before changes take effect.

4.2 Webmaster Services Billing

Webmaster services including website updates, content publishing, technical maintenance, bug fixes, plugin updates, security updates, and general website management are billed separately at $120 per hour unless alternative arrangements are specified in a separate written agreement. Time tracking begins when work commences and includes all related activities such as testing, backup procedures, and documentation.

4.3 Payment Terms

Payment is due in advance on the first of each month via automated ACH or credit card. Late payments accrue interest at 3% per month. You agree to pay all collection costs, court costs, and attorney fees incurred in collecting overdue amounts.

4.4 Third-Party Advertising Costs

Digital advertising costs paid to platforms (Google, Facebook, etc.) are additional to Agency fees and must be paid in advance. Agency reserves the right to pause campaigns if advertising accounts lack sufficient funds.

5. Performance Disclaimers and Limitations

5.1 No Performance Guarantees

AGENCY MAKES NO GUARANTEES OR WARRANTIES REGARDING:

5.2 Industry Volatility

You acknowledge that digital marketing results are affected by factors beyond Agency's control including algorithm changes, market conditions, seasonality, competition, economic factors, regulatory changes, and platform policy modifications.

5.3 Platform Risks

Any advertising platform may reject, suspend, or ban your content or accounts for any reason. Agency is not responsible for platform decisions and cannot guarantee reinstatement or alternative placement.

6. Termination and Cancellation

6.1 Termination by Agency

Agency may immediately terminate this Agreement for: non-payment after 30 days notice, breach of Agreement terms, bankruptcy or assignment for creditors, cessation of business operations, or credit impairment.

6.2 Client Cancellation

You may cancel with 30 days written notice plus immediate payment of all outstanding invoices, hourly overages, and a cancellation fee equal to one month's service fees.

6.3 Effect of Termination

Upon termination, you remain liable for all contracted services whether billed or unbilled. Agency will provide final reporting but is not obligated to continue platform management or provide transition services beyond 30 days.

7. Intellectual Property Rights

7.1 Agency Property

Agency retains ownership of all methodologies, strategies, processes, templates, and creative concepts developed. Advertising creative and copy represent Agency's intellectual property unless specifically transferred in writing.

7.2 Client Property

Approved logos, final website content, and social media content become Client property upon full payment, but Agency retains rights to use as portfolio examples and case studies.

7.3 Third-Party Rights

You warrant that your use of Agency services does not infringe any third-party patents, trademarks, copyrights, or other intellectual property rights.

8. Data Protection and Privacy

8.1 Data Processing

Agency may collect and process business data, analytics, customer information, and campaign data necessary for service delivery. We handle data according to applicable privacy laws and our Privacy Policy.

8.2 Data Security

While Agency implements reasonable security measures, you acknowledge the inherent risks of digital data transmission and storage. Agency cannot guarantee absolute data security.

8.3 Data Location and Transfers

Data may be stored and processed in Canada or other jurisdictions where Agency or its service providers maintain facilities. You consent to such transfers as necessary for service delivery.

9. Comprehensive Indemnification

You agree to defend, indemnify, and hold harmless Agency, its officers, directors, employees, and agents from all claims, damages, losses, costs, and expenses (including attorney fees) arising from or related to:

10. Limitation of Liability

10.1 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGENCY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.2 Damage Limitations

IN NO EVENT SHALL AGENCY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

10.3 Liability Cap

Agency's total liability for all claims shall not exceed the total amount paid by Client to Agency in the twelve months preceding the claim.

11. Digital Marketing Specific Terms

11.1 Platform Dependency Acknowledgments

You acknowledge and agree that:

11.2 Campaign Performance Factors

Results depend on numerous variables including content quality, budget allocation, market timing, competition, seasonal factors, economic conditions, and platform algorithm changes that are beyond Agency control.

11.3 Compliance and Regulatory Changes

Changes in advertising regulations, privacy laws, or platform policies may require campaign modifications. Additional fees may apply at $120/hour for compliance updates.

12. Webmaster Services

12.1 Scope of Webmaster Services

Webmaster services include but are not limited to website content updates, publishing new pages or posts, plugin updates, security patches, bug fixes, minor design modifications, technical troubleshooting, backup management, and general website maintenance tasks. These services are provided on an as-needed basis and are billed separately from monthly retainer services.

12.2 Webmaster Service Billing

All webmaster services are billed at $120 per hour with a minimum billing increment of 15 minutes. Time tracking includes all related activities such as planning, execution, testing, backup procedures, and documentation. Emergency or urgent requests may incur additional fees as specified in your service agreement.

12.3 Service Limitations

Webmaster services do not include major website redesigns, complex custom development, server management, or services requiring specialized technical expertise beyond general website maintenance. Such services require separate agreements and pricing.

13. Retainer and Hourly Services

13.1 Monthly Retainer Hours

Retainer clients receive specified monthly hours for digital marketing services only. Webmaster services are excluded from retainer hours unless specifically included in your service agreement. Unused retainer hours may roll forward to the following month only and are forfeited if unused. Hour overages for marketing services are billed at $130/hour.

13.2 Scope Management

Services are limited to those specified in your agreement. Additional requests, revisions beyond normal scope, or campaign modifications may incur additional charges. Webmaster requests are always subject to separate hourly billing unless alternative arrangements are made in writing.

14. Force Majeure

Agency shall not be liable for delays or failures due to circumstances beyond reasonable control including natural disasters, war, terrorism, labor disputes, government actions, internet outages, cyber attacks, pandemic restrictions, platform outages, hosting provider failures, or failure of third-party services.

15. Professional Standards and Compliance

15.1 Industry Standards

Agency follows generally accepted industry practices but makes no warranties about compliance with future regulation changes or evolving platform requirements.

15.2 Regulatory Compliance

You are responsible for ensuring your business practices comply with all applicable laws. Agency provides marketing services only and does not provide legal or regulatory compliance advice.

16. General Provisions

16.1 Governing Law

This Agreement is governed by Ontario, Canada law. Disputes shall be resolved exclusively in Oshawa, Ontario courts.

16.2 Assignment

Agency may assign this Agreement. You may not assign without Agency's written consent.

16.3 Entire Agreement

This Agreement constitutes the complete agreement and supersedes all prior negotiations and agreements. Modifications require written agreement by both parties.

16.4 Severability

If any provision is unenforceable, the remainder stays in effect.

16.5 Authority

The signing party warrants they have authority to bind their organization to this Agreement.

17. Term and Auto-Renewal

This Agreement begins upon signing/payment and continues for 12 months, automatically renewing annually unless cancelled with 30 days written notice before the anniversary date. Upon cancellation, Client must immediately pay all outstanding amounts plus cancellation fees.

By engaging Agency services, Client acknowledges reading, understanding, and agreeing to be bound by this Agreement.