Terms of Service

1. About Us

Zero Digital Solutions ("we", "us", "our", or "the Agency") is a full-service digital marketing agency operating in Ottawa, Ontario, Canada. We offer services including social media management, SEO and content marketing, branding and creative services, web design and development, and email marketing.

Website: www.zerodigital.ca

Contact: hello@zerodigital.ca

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2. Acceptance of Terms

By using this website, requesting a proposal, or entering into a service agreement with Zero Digital Solutions, you confirm that:

• You are at least 18 years of age or have the legal authority to bind a business entity
• You have read, understood, and agree to be bound by these Terms and Conditions
• You agree to our Privacy Policy, which is incorporated into these Terms by reference

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3. Scope of Services

The specific services to be provided, deliverables, timelines, and fees will be outlined in a separate Service Agreement, Proposal, or Statement of Work ("SOW") agreed upon between Zero Digital Solutions and the Client. In the event of any conflict between these Terms and a signed SOW, the SOW shall take precedence.We reserve the right to modify, suspend, or discontinue any aspect of our services at any time, with reasonable notice to the Client.

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4. Intellectual Property

4.1 Client Ownership Upon Full PaymentUpon receipt of full payment for all fees owed, Zero Digital Solutions assigns to the Client ownership of the final deliverables specifically created for the Client under the applicable SOW. This includes original creative assets, copy, and designs produced exclusively for the Client.

4.2 Agency Retained RightsZero Digital Solutions retains all rights to:

• Proprietary tools, templates, frameworks, methodologies, and processes used in delivering services
• Pre-existing materials, software, and intellectual property developed prior to the engagement
• Any general knowledge, skills, or experience acquired during the engagement

4.3 Portfolio RightsUnless otherwise agreed in writing, Zero Digital Solutions reserves the right to reference the Client's name and display work produced for the Client in our portfolio, case studies, and marketing materials.

4.4 Website and Brand OwnershipAll content on www.zerodigital.ca, including text, graphics, logos, and code, is the exclusive intellectual property of Zero Digital Solutions. Unauthorized reproduction or use is strictly prohibited.

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5. Client Responsibilities

The Client agrees to:

• Provide accurate, complete, and timely information, assets, approvals, and feedback required to deliver the services
• Ensure all materials provided to Zero Digital Solutions (logos, images, copy, etc.) do not infringe on any third-party intellectual property rights
• Comply with all applicable laws and regulations in connection with their marketing and business activities
• Designate an authorized point of contact responsible for approvals and communications
• Review and approve deliverables within agreed-upon timelines; delays caused by the Client may result in project delays and additional fees

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6. Payment Terms

6.1 Monthly Subscription ModelZero Digital Solutions operates on a monthly subscription basis. Invoices are issued monthly and are due upon receipt. Payment is expected in full at the time of invoicing.

6.2 Accepted Payment MethodsAccepted payment methods will be specified on the invoice or in the Service Agreement.

6.3 Late or Non-PaymentIf payment is not received by the due date, Zero Digital Solutions reserves the right to:

• Immediately suspend all services until the outstanding balance is paid in full
• Withhold delivery of any completed or in-progress work until full payment is received
• Retain ownership of all deliverables until the account is settled
• Pursue collection of outstanding amounts through legal means if necessary

6.4 TaxesAll fees are exclusive of applicable taxes (including HST/GST). The Client is responsible for any applicable taxes in their jurisdiction.

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7. No Guarantee of Results

The Client acknowledges and agrees that digital marketing results are inherently variable and depend on numerous factors beyond our control, including but not limited to:

• Changes to search engine algorithms (Google, Bing, etc.)
• Changes to social media platform algorithms and advertising policies (Meta, Instagram, TikTok, etc.)
• Market conditions, seasonal trends, and competitive landscape
• Client's product or service quality and pricing
• Third-party platform outages or policy changes

Zero Digital Solutions does not guarantee specific results, including but not limited to rankings, traffic levels, conversion rates, return on ad spend (ROAS), or revenue outcomes. All projections or estimates provided are good-faith forecasts and not contractual commitments.

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8. Confidentiality

Both parties agree to keep confidential any non-public, proprietary, or sensitive business information disclosed during the engagement ("Confidential Information"). This obligation shall survive the termination of the service agreement and continue for a period of two (2) years thereafter.Confidential Information does not include information that is publicly known, independently developed, or rightfully received from a third party without restriction.

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9. Limitation of Liability

To the fullest extent permitted by applicable law:

• Zero Digital Solutions shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising from or related to our services or this agreement
• Our total aggregate liability to the Client for any claim shall not exceed the total fees paid by the Client to Zero Digital Solutions in the three (3) months preceding the claim
• We are not liable for third-party platform errors, outages, policy changes, or ad account suspensions
• We are not liable for any loss of business, revenue, goodwill, or data

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10. Disclaimers

10.1 WebsiteThe content on www.zerodigital.ca is provided for general informational purposes only. We make no representations or warranties of any kind, express or implied, regarding the accuracy, completeness, or fitness for a particular purpose of the information on our website.

10.2 Third-Party Tools and PlatformsWe use third-party tools and platforms (Google, Meta, HubSpot, Mailchimp, Shopify, etc.) to deliver our services. We are not affiliated with, endorsed by, or responsible for these platforms. Their use is subject to their own terms of service and privacy policies.

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11. Termination

11.1 Termination by Either PartyEither party may terminate the service agreement by providing written notice as specified in the applicable SOW (typically 30 days). Termination does not relieve the Client of any outstanding payment obligations.

11.2 Termination for CauseZero Digital Solutions may immediately terminate a service agreement for cause if the Client:

• Fails to make payment when due
• Engages in conduct that violates applicable law or damages our reputation
• Breaches any material term of the service agreement

11.3 Post-TerminationUpon termination, Zero Digital Solutions will provide the Client with any completed deliverables for which full payment has been received. Access to any platforms, tools, or accounts managed by Zero Digital Solutions on behalf of the Client will be transferred back to the Client upon settlement of all outstanding balances.

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12. Dispute Resolution

In the event of a dispute arising from or relating to these Terms or any service agreement, the parties agree to the following process:

• Step 1 - Negotiation: The parties will first attempt to resolve the dispute through good-faith negotiation within 15 business days of written notice of the dispute
• Step 2 - Mediation: If negotiation fails, the parties will submit to non-binding mediation in Ottawa, Ontario, before a mutually agreed mediator
• Step 3 - Litigation: If mediation is unsuccessful, either party may pursue legal remedies through the courts of Ontario

These Terms and Conditions are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties irrevocably submit to the exclusive jurisdiction of the courts of Ontario.

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13. Changes to These Terms

Zero Digital Solutions reserves the right to update or modify these Terms and Conditions at any time. Changes will be posted on our website with an updated effective date. Continued use of our website or services after any such changes constitutes your acceptance of the new Terms.

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14. Entire Agreement

These Terms and Conditions, together with any applicable Service Agreement or Statement of Work and our Privacy Policy, constitute the entire agreement between you and Zero Digital Solutions with respect to its subject matter and supersede all prior agreements, representations, and understandings.

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15. Contact Us

For any questions regarding these Terms and Conditions, please contact:

Zero Digital Solutions

Email: hello@zerodigital.ca