Terms & Conditions

1. This agreement

These Terms and Conditions ("Terms", "Agreement") govern the relationship between Grand Advisions, an agency operating out of Ontario, Canada ("Agency", "we", "us", "our"), and you, the client ("Client", "you", "your"), for any digital marketing, advertising, branding, advisory, or management services we provide.

By engaging our services, signing a Statement of Work (SOW), or paying an invoice, you agree to be bound by these Terms. Where a signed SOW, proposal, or service agreement conflicts with these Terms, the signed document governs for that engagement.

2. Scope of services and fee structures

We provide online advertising setup, optimisation, and management services. Engagements operate under one of two fee structures, as specified in your individual service agreement or invoice:

• Flat monthly retainer — billed in advance every month. Services continue on a month-to-month basis unless terminated in writing by either party according to section 8.
• Project fee — a fixed, one-time fee for defined deliverables, such as an initial account build, audit, or campaign setup. Project fees are typically billed with a percentage upfront and the remainder due on completion.

Scope changes are agreed in writing before the work is carried out. Work outside the agreed scope may be quoted separately or billed at our standard hourly rate.

3. Ad account ownership and management

• Account infrastructure — we create, maintain, and configure the advertising accounts (for example Google Ads or Meta Business Manager) required to run the campaigns.
• Client connection — we securely connect the client, or grant appropriate viewing access, so you have transparency into campaign data and asset performance.
• Ownership on termination — on formal termination of services and full settlement of all outstanding invoices, we transfer ownership or hand over full administrative control of the specific ad accounts to you. We reserve the right to withhold account access or transfers while any balance remains unpaid.

4. Advertising spend and billing

• Separation of fees — management fees (retainers or project fees) are strictly for professional services and do not include the underlying cost of the advertisements.
• Direct ad spend — you are exclusively responsible for the cost of all ad placements, clicks, and impressions. You must provide a valid payment method, such as a corporate credit card, attached directly to the ad platform accounts so the networks bill you directly.
• Payment defaults — if an ad platform pauses campaigns because of a client payment failure or an expired card, we hold no liability for lost traffic, leads, or performance disruption.

Invoices for our own fees are due on the terms stated on the invoice. Overdue amounts may pause active work after written notice.

5. Client approvals and content

• Final sign-off — we submit ad copy, creative designs, and budget allocations for your review. Campaigns launch only after your written or digital approval, including email or messaging confirmation.
• Compliance and rights — you warrant that all materials, logos, trademarks, and content you provide are legally owned by or licensed to you. You assume full responsibility for ensuring your products, services, and claims comply with local laws and advertising network policies worldwide.

6. Performance disclaimer

• Market volatility — digital marketing performance is subject to unpredictable factors, including platform algorithm updates, competitor bidding, consumer behaviour, and seasonal fluctuations.
• No ROI guarantees — while we apply professional expertise to optimise campaigns, we do not guarantee specific sales volumes, return on ad spend (ROAS), lead counts, search rankings, or conversion rates.

7. Client obligations

• Provide accurate information, timely access to accounts and assets, and a decision-maker who can approve work.
• Respond to approval requests within a reasonable time. Delays in approval may delay launch dates.
• Ensure any personal information you share with us was collected lawfully and that you have the right to share it.
• Do not ask us to run campaigns or creative that breach advertising network policies or applicable law.

8. Term and termination

• Retainer agreements — either party may terminate a monthly retainer by providing a minimum of thirty (30) days' written notice before the next billing cycle.
• Project agreements — one-time projects terminate automatically on final delivery and payment. They cannot be cancelled mid-project without written mutual consent, and any upfront deposits are non-refundable.

On termination you remain responsible for fees for services delivered up to the effective date, and for any ad spend already incurred.

9. Intellectual property and confidentiality

You retain ownership of your brand, content, data, and ad accounts. On payment in full, you receive ownership or a perpetual licence to use the final deliverables we created specifically for you. We retain ownership of our underlying frameworks, methods, templates, and know-how, and we may show non-confidential work in our portfolio unless you ask us in writing not to.

Each party will keep the other's confidential information confidential and use it only for the engagement. This survives termination.

10. Limitation of liability

To the maximum extent permitted by applicable law, our total liability for any claims, losses, damages, or causes of action arising out of or related to this agreement shall not exceed the total amount of fees actually paid by you to us during the three (3) months immediately preceding the event giving rise to liability. Neither party is liable for indirect, incidental, or consequential losses, including lost profits or lost data, except where such limits are not permitted by law.

11. Indemnity

You agree to indemnify and hold us harmless against claims, damages, and reasonable legal costs arising from content, products, services, or claims you supplied, from your breach of these Terms, or from your failure to comply with advertising network policies or applicable law.

12. Governing law and jurisdiction

• Governing law — this agreement, and any dispute arising from it, is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in it, without regard to conflict of law principles.
• Global service jurisdiction — because our services are delivered digitally worldwide, the parties agree that legal actions, mediation, or proceedings must be initiated and resolved exclusively in the courts located in Ontario, Canada.

Where you are located outside Canada, nothing in this section removes a right you hold under mandatory consumer-protection law in your own country of residence that cannot be waived by agreement. Where those local rules apply and are more protective, they take precedence for that engagement.

13. General

• Entire agreement — these Terms, together with the applicable SOW or proposal, are the entire agreement between us on this subject.
• Assignment — neither party may assign this agreement without the other's written consent, except to a successor in a sale of substantially all its business.
• Severability — if a provision is found unenforceable, the rest of the agreement remains in effect.
• Notices — formal notices should be sent in writing to the contact details below.

14. Contact

Questions about these Terms, or notices under them, go to GrandAdvisions@gmail.com or 226-966-4264.