Effective Date: January 1, 2025 | Governed by the laws of Ontario, Canada
These Terms and Conditions (the "Agreement") govern the provision of digital marketing services by Birkdale Partners ("Agency", "we", "us", or "our") to the client identified at the time of payment or onboarding ("Client" or "you"). Services covered by this Agreement include Search Engine Optimization (SEO), Pay-Per-Click Advertising (PPC), and Website Design and Development, as applicable to the services selected by Client.
By checking the acknowledgment checkbox presented during onboarding or checkout, and/or by submitting payment, Client agrees to be legally bound by this Agreement. If you do not agree, do not proceed with payment or onboarding.
This Agreement is enforceable in both Canada and the United States. Where Client is located in the United States, applicable provisions are adapted accordingly as noted below.
PART A — GENERAL TERMS (All Services)
1. Engagement
Client engages Birkdale Partners as an independent contractor to perform the digital marketing services selected during onboarding, as further described in any proposal, quote, or scope of work provided to Client. These Terms and Conditions, together with any applicable proposal or scope of work, constitute the entire Agreement between the parties.
2. Term and Start Date
This Agreement becomes effective on the date of first payment. Unless otherwise specified in a proposal or scope of work:
This Agreement begins on the date of first payment and continues on a month-to-month basis.
Either party may terminate this Agreement with thirty (30) days written notice delivered by email.
Birkdale Partners may terminate this Agreement immediately if: (i) Client fails to make payment when due; (ii) Client ceases to cooperate or makes it impractical for the Agency to perform services; or (iii) Client uses its website or business for any unlawful purpose.
All outstanding balances remain payable upon termination, and any work completed up to the termination date will be invoiced accordingly.
Email communication to the address on file for each party constitutes sufficient written notice under this Agreement.
3. Fees and Payment
Monthly Packages: Client agrees to pay the monthly service fees as set out in the package details presented at the time of checkout and acceptance of this Agreement.
Standalone Website Builds: For one-time website design and development projects, payment is due as follows: fifty percent (50%) is due upon acceptance of this Agreement, and the remaining fifty percent (50%) is due upon completion of the website prior to launch.
The following terms apply to all services:
The first payment is due upon acceptance of this Agreement.
Ongoing payments are billed monthly and are due upon receipt.
To simplify billing, Client may authorize a payment method to be securely stored on file for automatic monthly billing.
If payment has not been received within seven (7) calendar days of the due date, services may be temporarily suspended. To protect the Client, Birkdale Partners may pause any active advertising campaigns so that ad spend does not continue while payment is outstanding.
Any invoice not paid within ten (10) days of its due date will bear interest at the rate of 1.5% per month (18% per annum) from the due date until paid.
All fees paid are non-refundable unless otherwise expressly stated in writing by Birkdale Partners.
Pricing may increase or decrease if Client adds or removes services. Any changes will be discussed and approved by Client before being applied.
Birkdale Partners reserves the right to increase monthly fees upon forty-five (45) days written notice following the initial service period.
All fees are billed in United States Dollars (USD) unless otherwise discussed and agreed upon in writing with the Agency prior to invoicing.
4. Client Responsibilities (All Services)
To ensure timely and successful delivery, Client agrees to:
Provide access to necessary accounts, including Google Ads, Google Analytics, Google Search Console, website hosting, and any other platforms required to perform the contracted services.
Supply accurate business details, photos, written content, brand assets, and approvals promptly.
Review deliverables and provide written feedback or written approval within five (5) business days. Delays in providing feedback or approvals may extend project timelines and do not constitute a breach by Birkdale Partners.
Notify Birkdale Partners before making any changes to the website or engaging any other SEO, PPC, web development, or digital marketing provider that may affect the scope of services.
Ensure that all materials, photos, content, and intellectual property provided to Birkdale Partners are owned by Client, or that Client holds sufficient rights to authorize their use.
Comply with all applicable laws in the operation of its business and website, including Canadian anti-spam legislation (CASL) and applicable U.S. federal and state laws where relevant.
5. No Guarantees — Important Acknowledgment
Client explicitly acknowledges and agrees to each of the following:
Birkdale Partners will use industry best practices to deliver high-quality results, but specific outcomes — including website rankings, traffic levels, lead volume, conversion rates, or return on investment — cannot be guaranteed for any service.
Performance can be influenced by third-party platforms such as Google's algorithms, advertising policy changes, platform outages, and competitor activity, all of which are beyond Birkdale Partners' control.
Any modifications made to Client's website, ad accounts, or digital assets by Client or any third party without coordination with Birkdale Partners may negatively impact results. Birkdale Partners is not responsible for such impacts.
Results discussed during onboarding calls, sales conversations, or proposals are illustrative only and do not constitute a guarantee or promise of equivalent results.
This no-guarantee clause has been communicated verbally during the onboarding process and is confirmed in writing by Client's acceptance of this Agreement.
6. Client Authorization
By accepting this Agreement, Client grants Birkdale Partners authority to:
Access Client's website(s), Google Search Console, Google Analytics, Google Business Profile, Google Ads account, and any other digital platform reasonably required to perform the services.
Modify website content, structure, metadata, and technical elements as needed for SEO and website services.
Create, modify, pause, or optimize advertising campaigns and ad copy within Client's Google Ads account (and other ad platforms as applicable).
Upload, publish, or revise content on Client's website and advertising accounts at the Agency's professional discretion.
Use Client's logos, trademarks, brand assets, and website content solely for the purpose of providing the agreed services.
Communicate with third-party platforms, hosting providers, or developers as reasonably required to fulfill the scope of services.
Client warrants that it has the right and authority to grant these permissions and that no third-party rights are violated thereby.
7. Intellectual Property and Ownership
The following ownership terms apply upon full payment of all outstanding amounts:
Upon final payment, Client owns the completed website, SEO content, and advertising account assets created specifically for Client's business.
Birkdale Partners retains ownership of proprietary tools, systems, templates, processes, and frameworks used during the project.
All original content, copy, and creative work produced by Birkdale Partners remains the property of Birkdale Partners until all fees are paid in full.
Client retains full ownership of its domain, brand assets, and all pre-existing intellectual property at all times.
Client represents and warrants that all materials provided to Birkdale Partners do not infringe on the intellectual property rights of any third party.
8. Confidentiality
Both parties agree to keep all shared business information, strategies, pricing, client data, and proprietary materials confidential and not to disclose such information to third parties unless legally required or agreed upon in writing. This obligation survives termination of this Agreement.
9. Privacy
Birkdale Partners collects and uses Client information in accordance with applicable Canadian privacy legislation, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy laws. Client information is used solely for the purpose of providing and administering the contracted services. Birkdale Partners does not sell Client data to third parties.
10. Force Majeure
Birkdale Partners shall not be in breach of this Agreement, nor liable for any delay or failure to perform, arising from circumstances beyond its reasonable control, including but not limited to: acts of God, pandemic, war, cyberattack, platform outages, changes to third-party algorithms or advertising policies, internet infrastructure failures, or government action.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BIRKDALE PARTNERS SHALL NOT BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR DAMAGE TO REPUTATION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
BIRKDALE PARTNERS' TOTAL AGGREGATE LIABILITY TO CLIENT FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL FEES PAID BY CLIENT TO BIRKDALE PARTNERS IN THE THREE (3) MONTHS PRECEDING THE CLAIM, OR (B) $5,000 CAD.
Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability. In those jurisdictions, the above limitations apply to the maximum extent permitted by law.
12. Client Representations, Warranties, and Indemnity
Client represents and warrants that:
Client has the legal authority to enter into this Agreement. If Client is a corporation or other entity, the individual accepting this Agreement has been duly authorized to do so.
Client owns or has the unrestricted right to use all materials, content, logos, and intellectual property provided to Birkdale Partners.
Client's website and business operations comply with all applicable federal, provincial, state, and local laws.
Client agrees to indemnify, defend, and hold harmless Birkdale Partners and its owners, directors, employees, and contractors from and against any claims, liabilities, damages, fines, penalties, and expenses (including reasonable legal fees) arising from: (i) any breach by Client of this Agreement; (ii) infringement of any third-party intellectual property rights by materials provided by Client; or (iii) the unlawful operation of Client's business or website.
13. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.
In the event of a dispute, the parties agree to first attempt to resolve the matter informally by written notice. If the dispute is not resolved within thirty (30) days of such notice, either party may pursue resolution through binding arbitration in Ontario or through the courts of Ontario having jurisdiction.
U.S. Clients: Client acknowledges that Ontario law governs this Agreement. Judgment on any arbitration award may be entered in any court of competent jurisdiction.
The prevailing party in any dispute shall be entitled to recover reasonable legal fees and disbursements from the other party.
14. Acceptance by Checkbox and/or Payment
By checking the acknowledgment checkbox presented at onboarding or checkout, and/or by submitting payment to Birkdale Partners, Client:
Confirms that Client has read, understood, and agrees to be bound by this Agreement in its entirety.
Agrees that electronic acceptance constitutes a valid, binding signature under the Electronic Commerce Act, 2000 (Ontario), PIPEDA, and applicable U.S. e-signature law (E-SIGN Act).
Acknowledges that no physical or wet signature is required for this Agreement to be enforceable.
15. Miscellaneous
This Agreement, together with any applicable proposal or scope of work, constitutes the entire agreement between the parties and supersedes all prior negotiations or agreements on the same subject matter.
Any amendment must be in writing and acknowledged by both parties.
If any provision is found invalid or unenforceable, the remaining provisions remain in full force (severability).
Birkdale Partners' failure to enforce any provision shall not constitute a waiver of the right to enforce it in the future.
Client may not assign this Agreement without prior written consent of Birkdale Partners.
There are no third-party beneficiaries to this Agreement.
PART B — Search Engine Optimization (SEO)
The following additional terms apply when Client has engaged Birkdale Partners for SEO services, in addition to the General Terms in Part A.
B1. Nature of SEO Services
SEO services may include, but are not limited to: keyword research and strategy, on-page optimization, technical SEO audits and fixes, content creation and optimization, local SEO and Google Business Profile management, link building strategy, and monthly performance reporting.
Specific deliverables will be outlined in the applicable proposal or scope of work.
B2. SEO-Specific Acknowledgments
Client explicitly acknowledges:
SEO is a long-term strategy. Results typically take three (3) to twelve (12) months or longer to materialize, depending on the competitiveness of the industry, the current state of Client's website, and domain history.
Birkdale Partners cannot control or exert influence over the policies, ranking algorithms, or operations of any search engine, including Google. Algorithm updates may affect rankings at any time regardless of work performed.
Search engines may, at their sole discretion, sandbox, penalize, delay indexing of, or remove any website from their results without stated cause.
Certain keywords and phrases are highly competitive. Birkdale Partners cannot guarantee that Client's website will achieve or maintain any specific position in search results.
Any changes made to Client's website by Client or a third party without prior coordination with Birkdale Partners may negatively impact SEO performance. Birkdale Partners is not liable for such impacts.
Birkdale Partners will not be responsible for any changes to Client's website made by another party that adversely affect search engine rankings.
B3. Google Business Profile Suspension Risk
Client acknowledges and agrees to the following regarding Google Business Profile (GBP) management:
Google's algorithm can trigger a GBP suspension at any time, including as a result of routine profile updates, edits to business information, changes to categories, the addition of photos, or any other modification — even changes made in the normal course of optimization. This is a known risk inherent to GBP management and is entirely outside of Birkdale Partners' control.
Birkdale Partners is not responsible for GBP suspensions, whether triggered by work performed on Client's behalf, by Client's own actions, or by Google's automated systems.
For clients on a monthly package that includes GBP management: in the event of a suspension, Birkdale Partners will prepare and submit all required documentation to Google to support a reinstatement appeal. However, Client is responsible for providing all business verification documents requested by Birkdale Partners or by Google as part of the appeal process. Delays in providing required documents may delay or affect the outcome of the appeal.
Birkdale Partners cannot guarantee that a suspension appeal will result in reinstatement. Google's decisions regarding GBP suspensions are final and at Google's sole discretion.
B4. Client Cooperation for SEO
Effective SEO requires timely cooperation from Client. Client agrees to:
Provide access to Google Search Console, Google Analytics, and the website backend within five (5) business days of onboarding.
Respond to content requests, approval requests, and technical access requests promptly. Delays will extend timelines and do not constitute a breach by Birkdale Partners.
Refrain from making unsanctioned changes to pages actively being optimized without first notifying Birkdale Partners.
PART C — Pay-Per-Click Advertising (PPC)
The following additional terms apply when Client has engaged Birkdale Partners for PPC management services, in addition to the General Terms in Part A.
C1. Nature of PPC Services
PPC services may include, but are not limited to: Google Ads campaign setup and management, keyword research and bidding strategy, ad copywriting and testing, audience targeting, conversion tracking setup, landing page recommendations, and monthly performance reporting. Other ad platforms (such as Meta Ads) may be included if specified in the proposal.
C2. Ad Spend is Separate from Agency Fees
Agency management fees paid to Birkdale Partners are entirely separate from advertising spend paid directly to Google, Meta, or any other ad platform.
Client is responsible for funding and maintaining their advertising account directly with the applicable platform (e.g., Google Ads billing).
Ad spend is billed directly to Client by the advertising platform and is not included in Birkdale Partners' management fees unless explicitly stated otherwise in writing.
Client determines and controls their monthly advertising budget. Birkdale Partners will provide guidance and recommendations but the final budget decision rests with Client.
Birkdale Partners is not responsible for charges incurred directly on Client's advertising accounts.
C3. Platform Policy and Third-Party Risk
Client acknowledges and agrees:
Google, Meta, and other advertising platforms operate under their own policies and may suspend, restrict, or disapprove ads or accounts at any time at their sole discretion. Birkdale Partners is not responsible for platform-imposed account suspensions or ad disapprovals.
If at any time an advertising platform ceases to offer sponsored listings, or refuses service to Client or Client's business for any reason, Birkdale Partners shall not be held responsible and management fees remain payable.
Advertising platforms may change their policies, pricing models, or algorithm structures at any time. Birkdale Partners will use commercially reasonable efforts to adapt campaigns accordingly but cannot guarantee performance outcomes during or following platform changes.
Birkdale Partners will pause active ad campaigns if Client's payment to Birkdale Partners is overdue, to prevent continued ad spend during a billing dispute.
C4. Conversion Tracking
Birkdale Partners will set up conversion tracking where applicable and as agreed in the scope of work. Client acknowledges that the accuracy of conversion data is dependent on the correct functioning of Client's website, tracking platform (e.g., Google Tag Manager), CRM integrations, and third-party systems. Birkdale Partners is not responsible for tracking discrepancies caused by platform changes, website modifications by third parties, or browser privacy restrictions.
C5. PPC-Specific Acknowledgments
Client acknowledges:
PPC advertising results — including click volume, cost-per-click, conversion rate, and return on ad spend — can vary significantly based on budget, competition, seasonality, and market conditions, all of which are outside Birkdale Partners' control.
Birkdale Partners will use commercially reasonable efforts to optimize campaigns for the best possible results within Client's budget, but no specific performance outcomes are guaranteed.
Birkdale Partners has no authority to override Google's or any other platform's automated bidding systems, Quality Score calculations, or ad auction decisions.
PART D — Website Design and Development
The following additional terms apply when Client has engaged Birkdale Partners for website design and/or development services, in addition to the General Terms in Part A.
D1. Nature of Website Services
Website services may include, but are not limited to: custom website design, website development, landing page builds, website migration, hosting setup, and ongoing maintenance. The specific scope will be outlined in the applicable proposal or scope of work.
D2. Project Timeline
Website design and development projects are estimated to take approximately eight (8) weeks from the date all required materials are received from Client, depending on project complexity and Client responsiveness. Timelines are estimates only. Delays caused by Client's failure to provide content, approvals, or access extend the project timeline and do not constitute a breach by Birkdale Partners.
D3. Design Revisions
The proposal or scope of work will specify the number of design revision rounds included. Unless otherwise stated:
Client is entitled to the number of revision rounds specified in the proposal during the design phase.
Revisions requested after Client sign-off on a design stage, or in excess of the included rounds, will be billed at Birkdale Partners' standard hourly rate as communicated at the time.
A "revision" means adjustments to an existing design direction. A complete redesign or change in direction after approval constitutes a new scope of work and will be quoted separately.
D4. Client Content Responsibility
Client is responsible for providing all content required for the website, including but not limited to: written copy, photos, videos, logos, brand guidelines, and any other materials. Birkdale Partners can provide copywriting and photography services at an additional cost if requested.
Birkdale Partners is not responsible for delays resulting from late delivery of Client content. If Birkdale Partners is required to create placeholder content to meet a deadline, Client assumes responsibility for reviewing and approving all placeholder content before launch.
D5. Website Ownership and Transfer
Upon full payment of all outstanding amounts:
Client owns the completed website and all custom content created specifically for Client's business.
Client owns their domain name at all times. Birkdale Partners does not take ownership of Client's domain.
If the website is hosted on Birkdale Partners' infrastructure, and if the Agreement is terminated, Client may request a full website backup. Migration or transfer to a new host may be subject to a transition fee as communicated at the time.
Birkdale Partners retains ownership of proprietary themes, frameworks, templates, and tools used in the project that were not created exclusively for Client.
D6. Hosting and Maintenance
If Birkdale Partners is providing website hosting or ongoing maintenance as part of the engagement, the following applies:
Hosting fees are separate from design and development fees and will be specified in the proposal.
Birkdale Partners will use commercially reasonable efforts to maintain uptime and security but does not guarantee 100% uptime.
Client is responsible for promptly notifying Birkdale Partners of any website issues, security concerns, or unauthorized changes.
Birkdale Partners is not responsible for website issues, data loss, or downtime caused by Client's own actions, third-party plugins, or hosting infrastructure beyond Birkdale Partners' direct control.
D7. Launch Approval
Client is responsible for reviewing the completed website and providing written approval before launch. By providing launch approval, Client confirms that all content is accurate, compliant with applicable laws, and approved for publication. Birkdale Partners is not responsible for post-launch issues arising from Client-approved content.
CLIENT ACKNOWLEDGMENT
By checking the acknowledgment checkbox below and/or submitting payment, Client confirms that Client has read, understood, and agrees to be fully bound by these Terms and Conditions, including all applicable service-specific sections (Parts B, C, and/or D) for the services selected.
