These Terms of Service ("Terms") govern the access and use of the services ("Services") provided by [Your Agency Name] ("Agency," "we," "us," or "our") to you, the client ("Client," "you," or "your"). The Services include, but are not limited to, digital marketing, search engine optimization (SEO), pay-per-click (PPC) management, social media marketing, content creation, and website development, all provided exclusively to law firms and legal professionals.
By signing a Service Agreement, Statement of Work (SOW), or similar written contract with the Agency, you agree to be bound by these Terms, which form an integral part of the overall contractual relationship.
2.1. Service Agreement: The specific details, deliverables, timelines, and fees for the Services will be defined in a separate written Service Agreement or SOW, which, upon execution, will be incorporated into and governed by these Terms.
2.2. Changes to Scope: Any request for changes or additions to the scope of work must be submitted in writing and will require a new or amended SOW, including adjustments to fees and timelines.
2.3. No Guarantee: The Agency utilizes industry best practices to deliver the Services. However, due to the constantly changing nature of search engines, digital advertising platforms, and market competition, the Agency offers no guarantees regarding specific results, including, but not limited to, ranking position, lead volume, or conversion rates.
3.1. Provision of Information: The Client agrees to provide the Agency with timely, accurate, and complete information, materials, access, and cooperation necessary for the Agency to perform the Services. This includes, but is not limited to, access to website analytics, ad accounts, and information required for content creation.
3.2. Legal and Ethical Compliance: a. Truthfulness in Advertising: The Client is solely responsible for ensuring that all information, claims, and content provided to the Agency for use in marketing campaigns comply with all applicable laws, regulations, and legal ethics rules governing attorney advertising, including provincial bar association rules. b. Warranties: The Client warrants that all materials, data, and access provided to the Agency do not infringe upon the intellectual property, privacy, or other rights of any third party. c. Legal Review: The Client is strongly encouraged to have all marketing materials reviewed by the appropriate regulatory or legal counsel before approval and launch by the Agency.
3.3. Client Content: The Client retains full responsibility for the legality, reliability, integrity, accuracy, and quality of all Client Content. The Agency is not responsible for screening or monitoring Client Content for legal or ethical compliance.
4.1. Fees: The Client agrees to pay the fees and charges specified in the Service Agreement or SOW. 4.2. Payment Terms: All invoices are due and payable within [e.g., fifteen (15) or thirty (30)] days of the invoice date, unless otherwise specified. 4.3. Late Payment: The Agency reserves the right to charge interest on overdue amounts at the rate of [e.g., 1.5% per month or 18% per annum], or the maximum amount permitted by law, calculated from the due date until the date of payment. 4.4. Suspension of Service: Failure to pay outstanding invoices may result in the immediate suspension of Services until all outstanding amounts are paid in full. The Agency is not liable for any resulting loss of ranking, leads, or performance during any period of service suspension.
5.1. Client IP: All intellectual property rights in and to Client Content (e.g., logos, existing websites, firm photographs) remain the exclusive property of the Client. 5.2. Agency IP: All intellectual property rights in and to the Agency’s methodologies, proprietary software tools, processes, and general know-how used to provide the Services remain the exclusive property of the Agency. 5.3. Deliverables: Unless otherwise specified in the SOW, upon full payment for the Services, the Client shall own the copyright to the final, client-specific marketing materials created by the Agency for the Client (the "Deliverables").
6.1. Confidential Information: Both parties agree to maintain the confidentiality of all proprietary or sensitive information disclosed by the other party ("Confidential Information"). This includes, but is not limited to, financial data, pricing strategies, and, most critically, information regarding the Client’s prospective legal clients or cases. 6.2. Data Privacy: a. Role as Processor: When handling data collected through Client marketing efforts (e.g., contact forms, call tracking data), the Agency acts as a Data Processor (or organization in possession/custody under PIPEDA) and the Client (the law firm) acts as the Data Controller (or organization responsible). b. Compliance: The Agency will process data strictly in accordance with the Client's written instructions and the Agency's Privacy Policy and will implement reasonable safeguards to protect the data, as required by PIPEDA and other applicable Canadian Privacy Legislation. c. Client Responsibility: The Client is responsible for ensuring the legal basis (including obtaining necessary consent) for the collection, use, and transfer of any Personal Information to the Agency.
7.1. Agency Warranty: The Agency warrants that the Services will be performed in a professional manner consistent with generally accepted industry standards. 7.2. Disclaimer: THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE AGENCY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
8.1. Total Liability: The total aggregate liability of the Agency to the Client for any and all claims arising out of or relating to these Terms or the Services shall not exceed the total amount of fees paid by the Client to the Agency for the specific Services giving rise to the claim during the three (3) months immediately preceding the event giving rise to the liability. 8.2. Exclusion of Damages: In no event shall the Agency be liable for any indirect, special, punitive, incidental, or consequential damages, including, without limitation, loss of profits, loss of data, or loss of business opportunity, even if advised of the possibility of such damages.
The Client agrees to indemnify, defend, and hold harmless the Agency, its affiliates, directors, officers, and employees from and against any and all claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to: a. Any breach of the Client’s warranties in Section 3.2 (Legal and Ethical Compliance). b. Any third-party claim arising from the Client Content or the Client’s business activities. c. Any claim related to the Client’s failure to comply with privacy laws regarding the collection or use of data provided to the Agency.
10.1. Term: The term of the Services shall be specified in the SOW. 10.2. Termination for Cause: Either party may terminate the Services and these Terms immediately upon written notice if the other party materially breaches any provision of these Terms and fails to cure such breach within [e.g., thirty (30)] days after receiving written notice. 10.3. Effect of Termination: Upon termination, the Client shall immediately pay all outstanding fees for Services rendered up to the date of termination. Confidentiality and Indemnification sections shall survive termination.
11.1. Governing Law and Jurisdiction: These Terms shall be governed by and construed in accordance with the laws of the Province of [Your Province, e.g., Alberta] and the federal laws of Canada applicable therein, without regard to its conflict of laws principles. The parties agree to submit to the exclusive jurisdiction of the courts of the Province of [Your Province] located in [Your City]. 11.2. Entire Agreement: These Terms, together with the Service Agreement or SOW, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, negotiations, and discussions. 11.3. Force Majeure: Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, war, acts of terrorism, or internet service disruptions. 11.4. Notices: All legal notices must be in writing and addressed to the designated contact person at each party's main business address or email address.