These Client Service Terms form part of each service summary, proposal, order form, or agreement that refers to them (the Service Summary). They are between PPC Guru Inc. (PPC Guru, we, us, or the Supplier) and the client identified in the Service Summary (the Client). The Service Summary and these Client Service Terms together form the Agreement.
1Terms and services
1.1If the Service Summary conflicts with these Client Service Terms, the Service Summary controls only for the specific commercial term or service detail stated there. Any other change must be agreed in writing by both parties.
1.2The Client accepts the Agreement by electronically signing the Service Summary. PPC Guru will provide the services described in the Service Summary, which may include Google Ads, Meta Ads, website or landing-page work, Google Business Profile services, search engine optimization, social-media services, or related marketing work.
2Fees and expenses
2.1The Client will pay the one-time, recurring, usage-based, and other fees stated in the Service Summary. Commercial pricing is client-specific and is not fixed by these Client Service Terms.
2.2Work outside the agreed scope requires written agreement on scope and price. Unless the Service Summary states otherwise, approved additional work may be billed at $70 CAD per hour.
2.3The Client is responsible for third-party costs, including advertising-platform spend, hosting, domains, software, printing, or other approved expenses, unless the Service Summary states otherwise.
2.4Unless the Service Summary states otherwise, prices are in Canadian dollars and exclude HST and other applicable taxes. Fees paid are non-refundable except where required by law or expressly stated in the Service Summary.
3Payment
3.1One-time setup, creative, research, and similar fees are due when the Agreement is signed or on the invoice due date. The first monthly retainer is due before the advertising account or recurring service goes live, unless the Service Summary states otherwise.
3.2Recurring fees are charged on the schedule stated in the Service Summary. By entering a payment method in the secure checkout, the Client authorizes PPC Guru and its payment processor to charge the agreed amounts and applicable taxes according to that schedule.
3.3PPC Guru does not request that card numbers or security codes be entered into this terms page or sent by email. Payment information must be submitted through the approved secure checkout.
3.4If a payment fails, PPC Guru may pause services after notifying the Client. The Client will provide a valid alternative payment method within three business days. Outstanding amounts remain payable.
3.5Overdue amounts may accrue interest at two percent per month or the maximum rate permitted by law, whichever is lower, calculated daily and compounded monthly.
4Changes to services
The Client may request changes in writing. PPC Guru may accept or decline a change after considering scope, timing, capacity, and cost. Any accepted change and related fees will be confirmed in writing. If circumstances outside PPC Guru's reasonable control require a change, PPC Guru will notify the Client and make reasonable efforts to preserve the original purpose of the work.
5Term renewal and early termination
5.1The Agreement begins on the commencement date in the Service Summary and continues for the stated term. To end the Agreement at the conclusion of that term, the Client must email contact@ppcguru.ca at least thirty days before expiry. If timely written notice is not received, the Agreement automatically renews for a term equal to the original term, unless the Service Summary states otherwise.
5.2If the Client ends the Agreement before the agreed term ends, 100 percent of the remaining Agency Retainer fees for the balance of the term become payable. Services end when the early termination takes effect.
5.3If the Client requests a pause of fewer than ten days for website maintenance or another reason unrelated to PPC Guru's performance, monthly fees remain payable. A pause longer than forty-five consecutive days is treated as termination under section 5.2 unless both parties agree otherwise in writing.
6Campaign ownership and buyout
6.1Unless the Service Summary expressly states otherwise, advertising campaigns, structures, configurations, copy, strategy, and other campaign assets created or optimized by PPC Guru remain PPC Guru's intellectual property until an applicable buyout is paid in full.
6.2Campaign buyout fees are: Level 1: $5,000 for monthly ad spend below $4,999; Level 2: $10,000 for monthly ad spend from $5,000 to $9,999; and Level 3: $20,000 for monthly ad spend of $10,000 or more.
6.3A buyout transfers only the campaign ownership expressly identified in writing. It does not transfer PPC Guru's general methods, templates, reporting systems, software, or confidential know-how.
7Client cooperation
The Client will provide accurate information, timely approvals, access, materials, budgets, and instructions reasonably required for the services. The Client remains responsible for its products, services, prices, claims, sales process, lead follow-up, legal compliance, and business decisions. Delays caused by missing Client input may change delivery dates.
8Third-party platforms and delays
8.1The services may depend on Google, Meta, hosting providers, software vendors, payment processors, and other third parties. PPC Guru will use reasonable care in working with those providers but does not control their policies, reviews, outages, approvals, suspensions, rankings, or availability.
8.2Neither party is responsible for delay or failure caused by circumstances beyond its reasonable control, including third-party outages, government action, internet failures, labour disruption, natural disaster, war, terrorism, or civil unrest.
9Advertising performance
Advertising, SEO, and marketing results vary. PPC Guru does not guarantee a specific number of leads, calls, bookings, sales, revenue, profit, ranking, cost per result, or return on advertising spend unless a specific written guarantee appears in the Service Summary. Results may be affected by budget, market demand, competition, platform decisions, the Client's offer, pricing, response time, sales performance, and other factors outside PPC Guru's control.
10Client materials
The Client confirms that it has the necessary rights and permissions for all text, images, trademarks, logos, data, and other materials it provides. The Client grants PPC Guru a non-exclusive, royalty-free licence to use and modify those materials only as reasonably required to perform the services during the Agreement. PPC Guru may decline material that reasonably appears unlawful, misleading, infringing, defamatory, obscene, or inconsistent with platform policy.
11Account access and reporting
Where campaigns are created or managed within PPC Guru's master-account infrastructure, those accounts and their access remain under PPC Guru's control unless the Service Summary states otherwise. PPC Guru will provide reasonable performance visibility through reports, summaries, dashboards, or meetings, as applicable to the service.
12Subcontractors
PPC Guru may use qualified employees and subcontractors to perform the services. PPC Guru remains responsible for the work it delegates and will require those persons to follow confidentiality and data-protection obligations appropriate to their role.
13Confidentiality and privacy
13.1Each party will protect the other party's non-public business, technical, commercial, and personal information and will use it only to perform or receive the services, exercise rights, meet legal obligations, or as otherwise agreed.
13.2PPC Guru will handle personal information in accordance with its published Privacy Policy and applicable law. The Client will not provide sensitive personal information unless it is necessary, authorized, and transferred through an approved secure method.
14Liability
14.1To the fullest extent permitted by law, PPC Guru is not liable for indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profit, lost revenue, lost data, loss of use, business interruption, or lost savings.
14.2PPC Guru's total aggregate liability for direct compensatory loss arising from the Agreement is limited to the fees actually paid by the Client to PPC Guru during the three months immediately before the event giving rise to the claim.
15Indemnity
The Client will indemnify and hold PPC Guru harmless from third-party claims, losses, and reasonable legal costs arising from the Client's unlawful conduct, breach of the Agreement, infringement by Client-provided materials, or inaccurate or misleading Client claims, except to the extent caused by PPC Guru's own breach, negligence, or wilful misconduct.
16Termination by PPC Guru
PPC Guru may terminate or suspend the Agreement by written notice for material breach, non-payment, unlawful conduct, insolvency, business closure, or serious interference with the delivery of services. Where a breach can reasonably be cured, PPC Guru may provide a reasonable opportunity to cure before termination. Amounts already earned and outstanding remain payable.
17Notices
Notices must be in writing and may be delivered personally, by prepaid registered mail, or by email. An email notice is received on confirmed transmission. Notices to PPC Guru must be sent to contact@ppcguru.ca. Notices to the Client will be sent to the contact information in the Service Summary.
18Dispute resolution and governing law
The parties will first attempt to resolve a dispute through good-faith discussions. If it is not resolved within thirty days, the parties will attempt non-binding mediation before starting court proceedings, except where urgent injunctive relief is reasonably required. The Agreement is governed by Ontario law, and the parties submit to the exclusive jurisdiction of the courts of Ontario. Each party bears its own professional fees unless a court or binding decision orders otherwise; the prevailing party may seek reasonable costs where permitted.
19Non-solicitation
During the Agreement and for twelve months after it ends, the Client will not knowingly solicit for employment or engagement a PPC Guru employee or contractor who materially worked on the Client's services. If this obligation is breached, PPC Guru may seek damages reflecting its actual loss and any other remedy available by law.
20General
20.1The parties are independent contractors. Nothing creates an employment, agency, partnership, joint venture, or fiduciary relationship.
20.2If a provision is invalid or unenforceable, it will be severed or limited to the minimum extent necessary, and the rest of the Agreement remains effective.
20.3Headings are for convenience only. A waiver is effective only in writing and only for the specific instance. Delay in exercising a right is not a waiver.
20.4The Agreement benefits and binds the parties and their successors and permitted assigns. PPC Guru may assign the Agreement as part of a reorganization, sale, or transfer of its business or assets. The Client may not assign it without PPC Guru's written consent.
20.5Sections concerning payment, ownership, confidentiality, liability, indemnity, dispute resolution, and any obligations intended by their nature to continue will survive expiry or termination.
20.6The Service Summary, these Client Service Terms, and any written schedules or amendments form the entire agreement concerning the services and replace earlier discussions about the same subject.
21Electronic acceptance
The parties consent to using electronic documents, signatures, communications, and payment processes. The Client may download or print these terms before signing. The electronic signature, required acknowledgement checkbox, associated audit trail, and completed signed document are intended to record the Client's acceptance of the Agreement.
Questions and accessible formats
Questions about these terms may be sent to contact@ppcguru.ca. PPC Guru will work with a person who requests these terms in an accessible format or with communication support.