The Client and the Supplier have held discussions about promoting the Client’s business, leading the Client to engage the services of the Supplier. This agreement represents what was said and understood between the Client and the Supplier.
THE PARTIES DECLARE THE FOLLOWING:
The Parties are in good faith and trust each other.
The Client wishes to award a subcontract to the Supplier to meet its current digital advertising production needs.
There is no subordinate relationship between the Supplier and the Client regarding the execution of this service agreement.
The Parties wish to record the terms of their collaboration and service agreement in a private deed.
The Parties want this deed to be interpreted as a mutual agreement.
FOR THESE PURPOSES, THE PARTIES AGREE TO THE FOLLOWING:
The preamble and the service offer and/or quote presented to the Client are an integral part of this agreement.
The Client understands that there are several types of technical services related to digital advertising offered by the Supplier. Other services can be offered based on the Client’s needs and the technical skills of the Supplier’s team as they become available and after confirming with the Supplier’s written agreement.
The Client commits to providing the Supplier with all graphic files and all information necessary to complete the Work according to the agreed specifications of the Work. These files may include, but are not limited to, logos and any other graphic or written material as required. If there is a delay in supplying these files, resulting in a delay in completing the Work, the Supplier reserves the right to extend the agreed deadlines.
The Supplier must have its own computer equipment and office supplies needed to complete the work according to the agreed specifications. The Client may provide access to certain software at its discretion at no cost to address unique needs.
Delays and Client Responsibilities
All delivery deadlines or Work estimates declared by the Supplier to the Client depend on the full cooperation of the Parties, and the complete and final materials and information provided by the Client. The Parties are jointly responsible if the Work remains largely incomplete or is delayed due to inaction or lack of required approval.
Right of Refusal
The Supplier can exercise its right to refuse Work that it deems unsuitable for its purposes and for which it declares not to have the necessary experience to provide a quality service, for which the Client is responsible in the event of litigation.
The Supplier offers the Client the option to obtain follow-ups and technical support by phone and email for the duration of the contract, provided the Client communicates their request by email to the following address: [email protected] and agrees to a delay of up to 72 hours to address the email request.
No refunds are possible for rendered services.
Refunds for monthly advertising budgets are based on the refund policies of advertising channels (Google Ads, Facebook, etc.). The Supplier is not accountable or responsible if a refund is required. However, the Supplier commits to acting in good faith as much as possible by assisting the Client in resolving such a situation.
Advertising fees will be charged by the advertising channels directly by automatically debiting your credit card or your client’s credit cards based on the monthly budget agreed upon by the parties.
If the Client wishes to suspend or cancel the services at any time, the Supplier must be informed by email at [email protected]. Upon cancellation, all amounts due to the Supplier must be fully paid. Any remaining amount due will be payable within 3 working days after cancellation. There will be no prorated refunds of the Supplier’s monthly OPTIMIZATION fees already paid. If the client fails to pay the scheduled amounts on time, they must pay interest charges of 2% per month (26.82% per year) on arrears calculated and compounded monthly.
The cancellation of services does not automatically prevent your advertising from generating fees on various advertising channels. The Supplier is not responsible for amounts that advertising channels will charge the Client after canceling the contract with the Supplier. If the Supplier wishes to stop running online ads at the same time as canceling the services with the Supplier, the Client must inform the Supplier in writing to stop broadcasting the ads for the Client as a broker. The Client can also choose to access their own advertising accounts directly to stop broadcasting.
OPTIMIZATION services renew automatically month by month, excluding ANALYSIS and CONFIGURATION fees, under the same terms as those indicated in the initial quote, unless one of the Parties sends the other party, forty-five (45) days before the end of services, a notice indicating its intention not to renew OPTIMIZATION services. The written notice must be sent by email to [email protected].
To terminate the services due to a substantial breach, the Client must detail this breach in writing by certified mail and give the Supplier a period of 30 days to remedy the breach. The Client can only terminate the services if the Supplier fails to remedy this breach within a thirty (30) day period or neglects to do so.
The Supplier is not liable for any failure to generate profits, any losses, any damages, or any advertising expenses due to changes or suspensions of advertising platforms or campaigns, or due to the advertiser’s budget or any other situation beyond its control. The Supplier’s only obligation is to provide its best services to its Client.
The Client recognizes that search engine rankings, advertising and site performance are subject to numerous factors beyond the Supplier’s control. The Supplier does not guarantee any specific results.
The Supplier is not responsible for Client’s advertising campaigns once they have been paused or canceled.
Warranties and Representations
The Client guarantees that all elements of text, graphics, photos, designs, trademarks, or other materials that the Client provides for inclusion in digital advertising are either owned by the Client or the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend the Supplier and its subcontractors from any liability or suit arising from the use of such elements.
Applicable Law and Venue
This Agreement is governed by the laws of Quebec, Canada. Any litigation, dispute, or difference arising under this Agreement will be resolved in the courts of Quebec.
The Parties recognize that they have read and understood this Agreement in all its details and that they accept it fully. They also acknowledge that this Agreement is the full and exclusive statement of their understanding regarding the subject matter herein, and supersedes and cancels all previous written and oral agreements, understandings, and communications.