MASTER SERVICES AGREEMENT

(SEO, PPC, WEBSITE, HOSTING & DOMAIN SERVICES)

Pat’s Marketing

1. Acceptance of Agreement

By engaging Pat’s Marketing (“Agency”), the Client agrees to the terms outlined in this Agreement. This Agreement governs all services including SEO, PPC, Website Design, web hosting & domain registrations.

2. Scope of Services

The Agency provides services including:

  • Search Engine Optimization (SEO)
  • Pay-Per-Click Advertising (Google Ads, Microsoft Ads, etc.)
  • Social Media Optimization / Marketing (SMO/SMM)
  • Website Design & Development
  • Conversion tracking, reporting, and optimization

Scope may vary as defined in the proposal.

3. No Guarantee of Results

The Agency does not guarantee:

  • Search rankings
  • Traffic levels
  • Leads, conversions, or ROI

Performance depends on multiple external factors including competition, algorithms, and market conditions.

4. Fees, Billing & Payments

SEO & PPC Management

  • Services are billed upfront on the agreed start date and recurring monthly on the same date thereafter
  • Setup fees must be made in full prior to the commencement of services
  • All payments are non-refundable
  • Late or failed payments may result in suspension of services

Website Design & Development

  • Website projects are billed as follows:
    • 50% upfront deposit to initiate the project
    • 50% upon completion prior to website launch or handover
  • Work will not commence until the initial deposit is received
  • Final files, website access, or launch will not be provided until full payment is completed

5. No Refund Policy

  • All fees including retainers, setup fees, and design fees are non-refundable.
  • Partial refunds may be considered only in exceptional cases at the Agency’s discretion.

6. Term & Termination

  • Services operate on a month-to-month basis unless otherwise stated
  • Either party may terminate with 30 days written notice
  • No refunds will be issued for unused time within a billing cycle

7. Client Responsibilities

The Client agrees to:

  • Provide timely access to required accounts and platforms
  • Supply content, approvals, and feedback promptly
  • Ensure all information provided is accurate and lawful

Delays from the Client may impact performance and timelines.

8. Website Design Terms

  • Stock Images: Royalty-free images are included. Premium or third-party images incur additional cost
  • Fees: Website and logo design fees are non-refundable
  • Ownership: Website remains Agency property until paid in full
  • Non-Payment: Agency may suspend or restrict access until payment is completed
  • Third-Party Services: May be discontinued upon termination / hosting termination
  • Project Delays: If delayed due to Client, project will be held for 30 days, after which full payment is due

9. Ad Spend & PPC Terms

  • Ad spend is billed directly to the Client by the platform unless otherwise agreed
  • The Agency is not responsible for cost fluctuations, CPC changes, or auction dynamics

10. Promotional Credits Disclaimer (For PPC only)

The Agency does not guarantee or control third-party ad credits (Google, Microsoft, etc.) and is not liable to provide any equivalent value if such promotions are unavailable or discontinued.

11. Account Access & Ownership

  • Client retains ownership of Ad accounts and analytics platforms
  • Agency requires access to perform services
  • Removal of access may result in service suspension without refund

12. Intellectual Property

  • All strategies and materials remain Agency property until full payment is received
  • Upon full payment, Client receives usage rights for business purposes

13. Confidentiality

Both parties agree to maintain confidentiality of proprietary information and not disclose it without consent.

14. Website Use & Acceptable Conduct

Client agrees not to:

  • Use services for unlawful or harmful activities
  • Introduce malicious code or attempt system interference
  • Misuse website or campaign assets

15. Third-Party Platforms

The Agency is not responsible for:

  • Platform changes (Google, Meta, etc.)
  • Policy updates or account suspensions
  • Hosting or third-party service failures

16. Performance Reporting

  • Reports are provided periodically (typically monthly)
  • Data accuracy depends on tracking setup and third-party tools

17. Assumptions (Technical SEO)

  • Website is assumed to be technically sound and optimized for performance (when developed by third party)
  • Issues such as slow load speeds, poor Core Web Vitals, or backend limitations may impact results
  • Fixes may require additional scope and cost

18. Limitation of Liability

The Agency is not liable for:

  • Indirect or consequential damages
  • Loss of revenue, profits, or business opportunities
  • Performance impacts due to external factors

19. Events Beyond Reasonable Control

The Agency is not liable for delays or failure due to events beyond reasonable control, including:

  • Platform outages
  • Internet disruptions
  • Natural events or unforeseen circumstances

20. No Long-Term Commitment

Unless otherwise agreed, services are provided without long-term contracts, reinforcing flexibility.

21. Changes to Agreement

The Agency may update these terms at any time. Continued use of services constitutes acceptance.

22. Domain & Web Hosting Terms

  • Ownership: Domain names are typically registered in the Client’s name unless otherwise agreed. Hosting services may be provided by the Agency or a third-party provider.
  • Hosting Fees: Ongoing hosting and maintenance fees must be paid in advance as agreed. Non-payment may result in suspension or termination of hosting services.
  • Payment Failure: In the event of credit card failure, declined payment, or non-payment, services may be suspended or terminated without notice.
  • Domain Renewal Responsibility: Domain renewals are the responsibility of the Client unless explicitly managed by the Agency as part of an active service agreement.
  • Domain Expiry Risk: Failure to renew a domain due to non-payment, expired billing information, or credit card failure may result in the domain expiring, becoming unavailable, or being acquired by a third party. The Agency is not liable for any loss of domain ownership.
  • Suspension & Termination: If payment is not received, the Agency reserves the right to suspend or terminate hosting services, which may result in the website becoming inaccessible.
  • Data Retention: Upon hosting termination, the Agency will retain website files for up to 90 days (3 months). During this period, the Client may request a copy of the website files.
  • File Handover: Website files will be provided upon request, subject to all outstanding balances being cleared.
  • Data Deletion: After the 90-day retention period, the Agency may permanently delete all website files without further notice and shall not be liable for any resulting data loss.
  • Client Responsibility: The Client is responsible for maintaining valid payment methods, renewing domains on time, and requesting backups or files prior to termination.

23. Website Security & Malware

  • While reasonable measures may be taken to maintain website security, the Agency does not guarantee protection against malware, hacking, or security breaches.
  • In the event of a malware attack or security issue, the Agency may assist in restoring the website based on available backups and on a best-effort basis only.
  • The Agency does not guarantee full recovery of the website, data, or functionality.
  • The Agency shall not be liable for any loss of data, downtime, revenue, or damages resulting from malware, security breaches, or restoration limitations.

24. Governing Law

This Agreement shall be governed by the laws of Ontario, Canada.