Agency Agreement

Last Updated: 03/28/2025

Agency Agreement Highlights

  • This is a broad agreement and a lot of what's addressed may not apply to you.
  • If we create ads on your behalf, your materials submitted to us should not be misleading in any way.
  • If we buy advertising from third parties on your behalf, rates may change. We also reserve the right to reject ads if we feel they are inappropriate in any way.
  • Your Agreement may or may not be subject to a term, depending on the services ordered.
  • There are no performance guarantees for any Agency Services. All services are performed on a best-effort basis only.

Standard Agency Agreement

This Agreement (the “Agreement”) is made as of {{created_date}}, by and between {{company_name}} (the “Client”), and Simple Is Good Inc (“Agency”).

1. Online Marketing Services

Simple Is Good Inc provides marketing services including automation, SEO, social media, and advertising. By authorizing us to submit information to third-party platforms on your behalf, you agree to their terms and conditions. We do not share your information outside the scope of services.

2. Advertising Material

You authorize us to develop and publish content on your behalf. You confirm all materials are accurate and that you hold the rights to their use. Approval is assumed one week after submission if no feedback is received. We may use tracking numbers and call recording for service improvement.

3. Client's Obligations

You agree to provide all necessary access, materials, and feedback in a timely manner. You are responsible for the accuracy of all provided information and access credentials.

4. Rates

Rates may change with 30 days' written notice. If you object, you must notify us within 10 days to cancel. Otherwise, new rates will apply.

5. Payment

Payment is due monthly in advance. Delays in approvals do not excuse payment delays. Late payments accrue 3% interest per month plus collection costs.

6. Taxes

All applicable taxes are the responsibility of the Client.

7. Termination

We may terminate this agreement if payments are missed, bankruptcy is filed, or business operations cease. Remaining balances remain due.

8. Cancellation

You may cancel with 30 days' notice and must pay outstanding amounts, any additional service hours, and a one-month cancellation fee.

9. Errors

We will correct any significant errors within 2 business days. We are not liable for minor issues or client-approved content.

10. Retainer Clients

Unused hours roll over one month. Overages may be billed at $130/hour.

11. PPC and Digital Marketing

  • No guarantees on placement or performance of digital ads.
  • Third-party platforms may reject or remove content.
  • Performance is not error-free but we will act promptly to correct issues.
  • Policy changes may require additional billable time.
  • Client is responsible for timely funding of ad accounts.

12. Intellectual Property Rights

Creative work remains the Agency's property until full payment and approval. Client owns final approved content.

13. Advertising Content

We may edit or decline content. Specific placement is not guaranteed unless explicitly agreed.

14. Disclaimer of Warranties

Services are provided as-is. No warranties are implied beyond what is stated.

15. Indemnity

You agree to indemnify us against any claims arising from materials you provide, or from your business ideas and content we implement.

16. Limitation of Liability

Our liability is limited to the amount you have paid us. We are not liable for indirect or consequential damages.

17. Excusable Delays

We are not liable for delays caused by uncontrollable events. You may cancel if the delay exceeds 30 days.

18. No Waiver

Failure to enforce any part of this agreement does not waive our rights to do so in the future.

19. Assignment

We may assign or subcontract this agreement at our discretion.

20. Governing Law / Venue

This agreement is governed by the laws of Ontario. Venue is Oshawa, Ontario.

21. Severability

If any provision is invalid, the rest remains effective.

22. Miscellaneous

This is the full agreement. Changes must be in writing and signed by both parties.

23. Authority

Signatory confirms they are authorized to enter into this agreement on behalf of their company.

24. Execution and Term

This agreement is binding from the date of signature and auto-renews annually unless canceled in writing with 30 days' notice. Cancellation requires payment of outstanding invoices and one month’s fee.