Terms and Conditions

Welcome to Grnded Agency ("Company," "we," "our," or "us"). These Terms and Conditions ("Terms") govern your use of our lead generation and marketing services. By engaging our services, you ("Client," "you," or "your") agree to be bound by these Terms.

1. Services Provided

1.1 Scope of Services

Grnded Agency provides lead generation and marketing services including, but not limited to:

• Outbound Marketing: B2B lead generation, cold outreach, appointment setting, and business development services for industries including building supply distribution, manufacturing, SaaS, and marketing agencies
• Inbound Marketing: Demand generation, digital advertising, content marketing, SEO, and conversion optimization for B2B and B2C industries including home services, retail, finance and insurance, and med spas

1.2 Service Deliverables

Specific deliverables, timelines, and performance metrics will be outlined in individual Service Agreements or Statements of Work (SOW). These may include:

• Lead generation campaigns and outreach activities
• Marketing strategy development and implementation
• Campaign reporting and analytics
• Consultation and strategic guidance

2. Client Responsibilities

2.1 Information and Access

Client agrees to:

• Provide accurate and complete information about their business, target market, and ideal customer profile
• Grant necessary access to marketing platforms, CRM systems, and relevant business tools
• Respond to communication requests within reasonable timeframes (typically 2-3 business days)
• Provide timely feedback on campaigns, creative materials, and strategic recommendations

2.2 Lead Response and Follow-Up

For lead generation services, Client agrees to:

• Respond to qualified leads within 24-48 hours of receipt
• Maintain professional communication with all leads generated
• Provide feedback on lead quality to enable campaign optimization
• Have adequate sales resources to handle generated lead volume

2.3 Compliance

Client warrants that:

• All information provided is accurate and not misleading
• Client has all necessary rights and permissions for materials provided
• Client's business operations comply with all applicable laws and regulations
• Client will not use our services for any illegal or unethical purposes

3. Payment Terms

3.1 Fees and Billing

Service fees will be outlined in the Service Agreement or SOW and may include:

• Retainer Fees: Monthly recurring fees for ongoing services
• Project-Based Fees: One-time fees for specific projects or campaigns
• Performance-Based Fees: Fees tied to specific outcomes or results (when applicable)
• Ad Spend: Separate charges for advertising platform costs (e.g., Google Ads, Facebook Ads)

3.2 Payment Schedule

• Monthly retainer fees are due on the 1st of each month
• Project fees may require a deposit (typically 50%) before work commences
• Invoices are payable within 15 days of receipt unless otherwise specified
• Late payments may incur a fee of 1.5% per month or the maximum allowed by law

3.3 Expenses

Client agrees to reimburse reasonable expenses including:

• Third-party tools and software subscriptions required for campaigns
• Advertising spend on platforms such as Google, Facebook, LinkedIn, etc.
• Stock photography, design assets, or other creative resources
• Any pre-approved expenses outlined in the Service Agreement

4. Service Term and Termination

4.1 Service Term

Services commence on the start date specified in the Service Agreement and continue for the agreed term, typically:

• Month-to-month agreements
• 3-month, 6-month, or 12-month contracts
• Project-based engagements with defined end dates

4.2 Termination by Client

• Month-to-month agreements require 30 days' written notice
• Fixed-term contracts may be terminated early with payment of remaining balance or early termination fee
• Client remains responsible for all fees incurred through the termination date

4.3 Termination by Company

We reserve the right to terminate services if:

• Client fails to make timely payments
• Client breaches these Terms or the Service Agreement
• Client engages in illegal, unethical, or fraudulent activities
• Client fails to provide necessary information or access

4.4 Post-Termination

• Upon termination, all outstanding invoices become immediately due
• Client retains ownership of deliverables created through termination date
• We will provide reasonable assistance in transitioning services (fees may apply)
• Access to our tools, platforms, and reporting will be discontinued

5. Performance and Results

5.1 No Guarantee of Results

While we employ industry best practices and proven strategies, we cannot guarantee specific results including:

• Number of leads generated
• Conversion rates or sales outcomes
• Return on investment (ROI) or return on ad spend (ROAS)
• Rankings, traffic, or other performance metrics

5.2 Factors Affecting Results

Campaign performance depends on multiple factors including:

• Market conditions and competition
• Product or service quality and pricing
• Client's sales process and follow-up
• Industry regulations and platform policies
• Budget allocation and campaign duration

5.3 Optimization Period

Lead generation and marketing campaigns typically require 60-90 days to optimize. During this period:

• We will test and refine messaging, targeting, and strategies
• Performance metrics will be monitored and reported regularly
• Adjustments will be made based on data and client feedback

6. Intellectual Property

6.1 Client Materials

Client retains all rights to materials provided to us, including:

• Logos, trademarks, and brand assets
• Product information and specifications
• Existing marketing materials
• Proprietary business information

6.2 Work Product

Upon full payment, Client receives ownership of:

• Custom creative assets developed specifically for Client
• Campaign-specific copy and content
• Strategy documents prepared for Client's business

6.3 Company Property

We retain ownership of:

• Our proprietary methodologies, processes, and systems
• Templates, frameworks, and tools used across clients
• Pre-existing materials and resources
• Our brand assets and intellectual property

6.4 Portfolio and Case Studies

Client grants permission for us to:

• Display Client's logo on our website and marketing materials
• Create case studies highlighting work performed (with approval)
• Reference the business relationship in proposals and presentations
• Share anonymized performance data for industry benchmarking

7. Confidentiality

7.1 Confidential Information

Both parties agree to protect confidential information including:

• Business strategies and plans
• Customer data and contact information
• Financial information and pricing
• Proprietary processes and methodologies
• Campaign performance data

7.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available or becomes public through no breach of these Terms
• Was known prior to disclosure by the other party
• Is independently developed without use of confidential information
• Must be disclosed by law or court order

8. Data Protection and Privacy

8.1 Compliance

We comply with applicable data protection laws including:

• Canada's Personal Information Protection and Electronic Documents Act (PIPEDA)
• General Data Protection Regulation (GDPR) for EU residents
• California Consumer Privacy Act (CCPA) when applicable
• CAN-SPAM Act for email marketing

8.2 Data Processing

Client authorizes us to:

• Process contact data for lead generation purposes
• Store data on secure, industry-standard platforms
• Use third-party tools and services for campaign execution
• Analyze data to improve campaign performance

8.3 Data Security

We implement reasonable security measures including:

• Encryption of sensitive data in transit and at rest
• Access controls and authentication requirements
• Regular security assessments and updates
• Employee training on data protection

9. Limitation of Liability

9.1 Maximum Liability

Our total liability for any claims arising from services shall not exceed the total fees paid by Client in the 12 months preceding the claim or $10,000, whichever is less.

9.2 Excluded Damages

We shall not be liable for:

• Lost profits, revenue, or business opportunities
• Loss of data or business interruption
• Indirect, incidental, or consequential damages
• Damages resulting from third-party actions or platform changes

9.3 Third-Party Platforms

We are not liable for:

• Changes to third-party platform policies (e.g., Google, Facebook, LinkedIn)
• Account suspensions or restrictions imposed by platforms
• Data breaches at third-party service providers
• Performance issues with third-party tools

10. Indemnification

Client agrees to indemnify and hold harmless Grnded Agency from any claims, damages, or expenses arising from:

• Client's breach of these Terms or applicable laws
• Infringement of third-party intellectual property rights
• False or misleading information provided by Client
• Client's products, services, or business operations
• Client's failure to respond to or properly qualify leads

11. Dispute Resolution

11.1 Negotiation

In the event of a dispute, parties agree to first attempt resolution through good-faith negotiation.

11.2 Mediation

If negotiation fails, parties agree to mediation before pursuing legal action.

11.3 Governing Law

These Terms are governed by the laws of the Province of Alberta, Canada. Any legal proceedings shall be conducted in Calgary, Alberta.

12. General Provisions

12.1 Entire Agreement

These Terms, together with the Service Agreement and any SOWs, constitute the entire agreement between parties and supersede all prior negotiations and agreements.

12.2 Amendments

We reserve the right to modify these Terms with 30 days' notice. Continued use of services after changes constitutes acceptance.

12.3 Assignment

Client may not assign this agreement without our written consent. We may assign this agreement to an affiliate or in connection with a merger or sale.

12.4 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect.

12.5 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, pandemics, government actions, or platform outages.

12.6 Independent Contractors

The parties are independent contractors. This agreement does not create a partnership, joint venture, or employment relationship.

13. Contact Information

For questions about these Terms or our services, please contact:

14. Acceptance

By engaging our services, signing a Service Agreement, or making payment, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.