In order to ensure that the Agency’s marketing team can generate good results from your Google and Facebook shopping campaigns, it is necessary that you fill in crucial product information, such as title, description, images, inventory, variables (sizes and colors) and the Google Product Category when possible. Since Google Shopping does not use keywords to trigger ads and only uses product information available in the feed (catalog), the Client must fill in this information. We’ve noticed that clients who leave their product descriptions blank have had the most problems.

Media budget

All media and advertising account costs remain payable directly between the Client and the advertising provider (Facebook, Google). The Agency uses the Client’s existing advertising account. If a new account is required, the Agency will open the appropriate Google accounts for the purposes of performing this Agreement and may be subject to account opening fees from search engine providers. Note that the Agency does not create a Facebook page or a Facebook advertising account. The Agency is not responsible for the payment of media fees (click spending). These costs are the responsibility of the Client. Any modification made independently by the Client or by third parties to whom the Client has authorized access to his Client’s advertising account, as well as to his marketing campaigns, which may affect and / or considerably modify the performance of the campaign, may lead to duplication of the Agency’s work.

Advertising budget options

The Client reserves the right to modify the maximum authorized monthly advertising budget for campaigns. The monthly budget is subject to review by the Client at any time. The Agency will not incur costs for any click above or below 10% of this agreed maximum budget, except with the written approval to the contrary by the Client. Client’s PPC click budget does not guarantee that they will capture the total demand in their market, and as such, the ad budget is distributed throughout the month. If demand and performance exceed the allocated budget, the Agency will provide budget recommendations to the Client.

Approval of the use of trademarks

Search engines and social networks apply protection to certain trademarks at the request of the trademark owner. The Agency facilitates the process of approving the use of trademarks used by the Client, where applicable. However, the owner of each mark can personally block the use of his marks in advertising texts.

Web Analytics Access & Accounts

The Client agrees to provide “administrator” type access to their website’s analytics solution, in this case Google Analytics, by adding the following email address as report viewer: The agency can then manage the campaign and optimize according to the traffic behavior once on the website (ex. Bounce rate, time spent on the site, etc.) as well as assist in the development of the campaign. The Client owns 100% of the accounts created once the first 12 months are paid in full.

Additional consultation

In the event that the Client requires additional consultation hours outside of the provision of the service, as indicated in article 1, which may include, but not limited to, web analysis consulting, consulting in landing page, the Web Strategy Consulting, the Agency will indicate an estimate of the hours before accumulating this time and with the written approval of the Client, will invoice the hours at the end of each calendar month at the Agency’s hourly rate of $ 150.

Revisions & Deadlines

The Client may incur additional costs if he decides to make drastic changes to the designs agreed during the design phase. While the Agency does its utmost to accurately estimate project deadlines in each proposal, it reserves the right to delay delivery dates in response to unforeseen delays or changes in project requirements. All revisions will be billed at a rate of $50 per hour. The Client agrees that the Agency will automatically bill the payment method on file. The hours of revisions are confirmed in advance between the two parties.

Confidentiality and intellectual property rights

Unless otherwise provided in this Agreement, nothing in this Agreement may be interpreted as a transfer of intellectual property rights from one party to the other. The intellectual property of the campaign (such as, but not limited to, keywords, advertising content, performance data, paid search accounts) is owned by the Client.

The Client agrees that campaign data and strategies (such as, but not limited to, keywords, advertising text and associated data) provided by the Agency will not be disclosed to any third party without written permission. of the Agency. The Agency acts as a third party management company for the Client’s campaigns. In the event that the Agency may wish to mention the Client on its website, blog, promotional material or case studies. The Agency must obtain the prior written authorization of the Client before using his name. The Agency will not reveal confidential specific campaign data without the written permission of the Client. All information shared with the Agency remains strictly confidential and will not be shared with a third party without the written consent of the Client.


Each of the parties undertake, during the term of the Contract and for a period of six (6) months from the end of the Contract, never, personally or through another person, for themselves or any other person, solicit for employment, encourage departure or recommend to a third person for employment, any person on the staff of another party, except by general means of solicitation such as newspapers, radio, internet or any other similar means aimed at a community rather than at targeted individuals.

Subject to all other rights and remedies of a party, as the case may be, any breach of the preceding paragraph results in an automatic penalty in favor of the penalized party, equivalent to the salary or annual income of any person who thus left his employment with of his business or who has ceased to provide him with any service.

This penalty is payable no later than thirty (30) days from the receipt by the party in default of a formal notice and bears interest from the day following this period, at the monthly rate of two percent ( 2%).

Limitation of liability

The Agency cannot and cannot be held liable for the following damages:

  • any loss of income, loss of profit or loss of data,
  • any special, indirect, consequential, incidental or punitive damage, arising out of or related to the use or inability to use or access the network of search engines, even if the Agency has been informed of the possibility such damage.
  • any misuse of the website by the Client or unauthorized third parties or certain problems that could not be solved following reasonable attempts by the Agency to resolve the problems,
  • any interruption, omission, defect or failure due to causes beyond the control of the Agency, including but not limited to any service failure related to the Internet or cellular provider, any power failure and / or any server failure, or
  • any defect on the part of the Client for which it is not remedied within the time limits provided for in Article 9 of the Contract.

In no event will the Agency’s liability to the Client, whether contractual, tort, negligent or otherwise, exceed the amount paid by the Client for the use of the Agency’s services under this Agreement. for the last 12 months of services rendered. The Agency cannot be held responsible for any loss of income caused by the Client’s inability to manage a possible increase in Clients or potential Clients.


When one of the parties finds that the other party is in breach of its obligations under the Contract, it must inform the other party in writing, indicating the nature of the defect and allowing it a period of thirty (30) days to fix it.

Domicile and remedy

The parties agree, for any extra-contractual or contractual claim or legal action for any reason relating to the Contract or their relations, to submit to the jurisdiction of the courts of the judicial district of Montreal, to the exclusion of any other judicial district that may to have jurisdiction over such a dispute in accordance with the requirements of the law, and waive any justified objection in this regard.

The Parties agree that before initiating legal proceedings for any dispute arising from the Contract, they will attempt to settle the dispute amicably, using the reasonable means at their disposal.


The parties agree that the terms of this Agreement are severable. If any provision is declared invalid or unenforceable, it will be interpreted in accordance with applicable law to reflect the original intentions of the parties and the other provisions will remain in full force.

Entire Agreement

The parties agree that this Contract constitutes the complete and exclusive agreement between the Agency and the Client concerning the services of the Agency. This Agreement supersedes all prior agreements and understandings whether made by custom, practice, policy or precedent.


This Agreement may not be assigned by either party without the prior consent of the other party. This contract is resistant notwithstanding any change of ownership or control, direct or indirect, of the parties to the Contract.


Any notice, direction or other communication given under this Agreement must be in writing and sent by electronic mail or regular mail. In the case of electronic mail, a valid notice is only deemed to have been given when an electronic confirmation of delivery has been obtained by the sender.

Choice of language

The parties have requested that this Agreement and all related documents be drawn up in English only. Les parties ont exigé que le présent contrat et tous les documents qui s’y rapportent soient rédigés en anglais seulement.