Terms of Service for NorthPeak Mobile Marketing

Effective Date: [Insert Effective Date]

1. Introduction and Acceptance of Terms

These Terms of Service (the “Terms”) govern your access to and use of the services provided by NorthPeak Mobile Marketing, located at 2450 Yonge Street, Toronto, ON M4P 2H5, Canada, including any related websites, platforms, reports, communications, and deliverables (collectively, the “Services”).

By engaging NorthPeak Mobile Marketing, signing an order form or statement of work, accessing our Services, or otherwise indicating acceptance, you agree to be bound by these Terms. If you do not agree, you must not use the Services.

These Terms are intended to be interpreted in accordance with applicable Canadian federal and provincial laws, including consumer protection, privacy, anti-spam, and electronic commerce laws, as applicable.

2. Scope of Services

NorthPeak Mobile Marketing provides mobile-marketing services, which may include, without limitation:

• SMS and MMS campaign management;
• Mobile app user acquisition;
• Push notification strategy;
• Location-based mobile advertising;
• Mobile landing page optimization;
• QR code campaign setup; and
• Campaign analytics and reporting.

The exact scope, deliverables, timelines, and fees for any engagement will be set out in a proposal, order form, statement of work, or other written agreement between the parties. NorthPeak Mobile Marketing may rely on third-party platforms, carriers, ad networks, analytics tools, and software providers to deliver the Services.

Unless expressly agreed in writing, NorthPeak Mobile Marketing does not guarantee any specific business outcome, including but not limited to conversion rates, revenue, app installs, click-through rates, deliverability, rankings, or return on investment.

3. User Obligations and Responsibilities

You agree to:

• provide accurate, complete, and current information at all times;
• ensure that all marketing content, offers, claims, and landing pages you provide are lawful, truthful, and not misleading;
• obtain and maintain all consents, permissions, and approvals required under applicable law for SMS, MMS, push notifications, email, location-based advertising, and any other communications or tracking activities;
• comply with the Canada Anti-Spam Legislation (“CASL”), the Personal Information Protection and Electronic Documents Act (“PIPEDA”), applicable provincial privacy laws, and all other applicable laws, regulations, and industry rules;
• not use the Services for unlawful, deceptive, harassing, discriminatory, infringing, or abusive purposes;
• not upload or transmit malware, harmful code, or content that infringes third-party rights;
• maintain the security of your accounts, credentials, and devices; and
• promptly notify NorthPeak Mobile Marketing of any suspected unauthorized access, data breach, or compliance issue related to the Services.

You are solely responsible for the legality of your customer lists, audience segments, consent records, creative materials, and campaign instructions. NorthPeak Mobile Marketing may suspend or refuse Services if it reasonably believes that your activities may violate law, carrier rules, platform policies, or these Terms.

4. Payment Terms and Conditions

Fees, billing cycles, deposits, and payment milestones will be specified in the applicable proposal, invoice, or statement of work. Unless otherwise stated, all fees are payable in Canadian dollars (CAD).

• Invoices are due within the period stated on the invoice, or if not stated, within 15 days of issuance.
• Late payments may accrue interest at the maximum rate permitted by law, or if no maximum is specified, at 1.5% per month (18% per annum), whichever is lower.
• You are responsible for all applicable taxes, including GST/HST, PST, and any similar taxes, duties, or levies, except taxes based on NorthPeak Mobile Marketing’s net income.
• Third-party costs, including media spend, carrier fees, software subscriptions, platform charges, creative production, and data services, are your responsibility unless expressly included in writing.
• NorthPeak Mobile Marketing may suspend work for overdue accounts until all outstanding amounts are paid in full.

5. Cancellation and Refund Policy

Either party may terminate an engagement in accordance with the written agreement governing that engagement. If no specific termination terms apply, either party may terminate with 30 days’ written notice.

• Any non-refundable setup fees, retainers, or prepaid amounts will remain non-refundable unless otherwise required by law.
• Work completed up to the effective termination date must be paid in full.
• Refunds, if any, are limited to amounts expressly required by law or specifically agreed to in writing by NorthPeak Mobile Marketing.
• NorthPeak Mobile Marketing may terminate or suspend Services immediately for non-payment, legal non-compliance, abuse, fraud, or material breach of these Terms.

Because many Services involve third-party media buys, platform fees, and time-sensitive campaign execution, cancellations may not stop charges already incurred or committed on your behalf.

6. Liability Limitations

To the fullest extent permitted by applicable law, NorthPeak Mobile Marketing shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, loss of data, loss of goodwill, or business interruption, arising out of or related to the Services, even if advised of the possibility of such damages.

To the fullest extent permitted by law, NorthPeak Mobile Marketing’s total aggregate liability arising out of or relating to the Services or these Terms shall not exceed the total fees paid by you to NorthPeak Mobile Marketing for the specific Services giving rise to the claim during the three (3) months preceding the event giving rise to liability.

Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, wilful misconduct, or any other liability that cannot lawfully be excluded.

7. Intellectual Property Rights

As between the parties, each party retains ownership of its pre-existing intellectual property, trademarks, trade names, software, methodologies, templates, and proprietary materials.

• Upon full payment of all applicable fees, you receive a non-exclusive, non-transferable license to use deliverables created specifically for you under the engagement, solely for your internal business and marketing purposes, unless otherwise agreed in writing.
• NorthPeak Mobile Marketing retains ownership of its tools, frameworks, processes, analytics models, know-how, and generalized campaign learnings, provided that no confidential information is disclosed.
• You represent and warrant that you have all rights necessary to provide content, data, logos, images, customer lists, and other materials supplied to NorthPeak Mobile Marketing.
• You grant NorthPeak Mobile Marketing a limited license to use your materials solely to perform the Services and, where permitted by law and your written approval, to display non-confidential work samples in its portfolio or marketing materials.

8. Data Protection and Privacy

NorthPeak Mobile Marketing will handle personal information in accordance with applicable Canadian privacy laws, including PIPEDA and applicable provincial legislation. We will use personal information only for legitimate business purposes related to providing the Services, managing accounts, billing, compliance, analytics, and support.

You acknowledge that mobile-marketing activities may involve the collection, use, disclosure, storage, and transfer of personal information, device identifiers, location data, and engagement metrics. You are responsible for ensuring that you have obtained all necessary consents and provided all required notices to individuals whose data you provide or direct us to process.

• We may use third-party processors and service providers subject to appropriate contractual and security safeguards.
• We will implement reasonable administrative, technical, and physical safeguards designed to protect personal information.
• No method of transmission or storage is completely secure, and we cannot guarantee absolute security.
• If required by law, we may disclose information to regulators, carriers, courts, law enforcement, or other authorities.

For privacy inquiries, contact us using the details in Section 12.

9. Force Majeure

NorthPeak Mobile Marketing shall not be liable for any delay or failure to perform resulting from events beyond its reasonable control, including acts of God, natural disasters, fire, flood, epidemic, pandemic, labour disputes, war, terrorism, civil unrest, power outages, internet or telecommunications failures, carrier disruptions, platform outages, government actions, or changes in law or regulation.

During a force majeure event, performance obligations will be suspended for the duration of the event and for a reasonable recovery period thereafter.

10. Changes to Terms

NorthPeak Mobile Marketing may update these Terms from time to time to reflect changes in our Services, business practices, legal requirements, or operational needs. The updated Terms will be posted or otherwise provided to you with a revised effective date.

Continued use of the Services after the effective date of updated Terms constitutes acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Services and, where applicable, terminate the engagement in accordance with these Terms.

11. Applicable Law and Jurisdiction

These Terms and any dispute arising out of or relating to them, the Services, or any related engagement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

Subject to any mandatory consumer protection laws or applicable arbitration agreement, the parties irrevocably submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada for the resolution of any dispute arising from or relating to these Terms or the Services.

12. Contact Information

If you have any questions, notices, or complaints regarding these Terms or the Services, please contact:

13. Severability Clause

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

If any invalid or unenforceable provision can be modified to make it valid and enforceable, it shall be deemed modified to the minimum extent necessary to achieve that result while preserving the parties’ original intent as closely as possible.

Entire Agreement: These Terms, together with any applicable proposal, statement of work, order form, or written agreement, constitute the entire agreement between you and NorthPeak Mobile Marketing regarding the Services and supersede prior or contemporaneous understandings on the same subject.