Terms of Service

1. Agreement and Acceptance

These Terms of Service ("Terms") form a binding contract between Smart Marketing First Inc. ("Smart Marketing First", "we", "us", "our") and the person or business that purchases, orders, or uses our services ("Client", "you", "your").

You accept these Terms when any one of the following happens, whichever comes first:

1. You check the acceptance box on our website, proposal, or onboarding form.
2. You sign a proposal, quote, service agreement, or invoice electronically or on paper.
3. You make a payment or deposit toward any service.
4. You provide us account access, materials, or written approval to begin work.
5. You continue to use any service we deliver or host.

If you are accepting on behalf of a business, you confirm you are authorized to bind that business. Our services are offered only to adults aged 18 or older and only to businesses operating in Canada and the United States.

2. Definitions

• Services: AI SEO, GEO (generative engine optimization), Google Business Profile optimization, SEO, website development, digital marketing, branding, hosting, maintenance, security monitoring, graphics, CRM services, advertising management, and AI generated content services.
• Deliverables: Files, websites, content, designs, configurations, and assets we produce for you.
• Recurring Services: SEO, AI SEO, GEO, and related optimization services billed on a subscription basis.
• Scope: The specific work described in your proposal, quote, or service agreement.
• Third-Party Platforms: Services we do not own or control, including Google, Bing, AI search and answer engines, hosting upstreams, social networks, CRMs, payment processors, and ad networks.

3. Services and Timelines

We provide the Services described in your proposal or service agreement. We will perform the Services with reasonable skill and care.

All timelines, launch dates, and completion estimates are estimates only and are not guaranteed. Timelines depend on your cooperation, including timely approvals, content, and access. Delays caused by you, by third parties, or by platform outages extend our timelines by at least the length of the delay.

4. Fees, Invoicing, and Payment

1. Payment is due within 30 days of the invoice date unless your proposal states otherwise.
2. A deposit of up to 50 percent may be required before work begins. Work does not start until the deposit clears.
3. We accept e-transfer and other payment methods we approve in writing.
4. We support multi-currency billing. The currency is stated on each invoice.
5. You are responsible for all currency conversion fees, bank fees, and processor fees. These are never deducted from amounts owed to us.
6. Accounts unpaid after 60 days may accrue interest at the maximum rate permitted by applicable law, calculated from the original due date.
7. We may suspend Services for non-payment (see Section 18).
8. Hosted websites and assets may be disabled or removed after 60 days of non-payment.
9. All fees are non-refundable except where these Terms expressly state otherwise.

5. Third Party Services

1. Client services may require third party software, subscriptions, communication services, AI usage, domain registration, hosting, advertising platforms, or other external providers.
2. Unless expressly included in the selected service package, costs for these third party services are the responsibility of the client.
3. Smart Marketing First will obtain client approval before incurring any additional third party charges whenever practical.
4. We are not liable for pricing changes, service changes, suspensions, or discontinuations by third party providers.

6. Recurring Billing, Minimum Term, and Cancellation

1. SEO, AI SEO, GEO, and related optimization Services carry an initial minimum commitment of 3 months.
2. After the minimum term, these Services automatically renew month to month.
3. To cancel, you must give 30 days written notice by email to Payment@smartmarketingfirst.com. Cancellation takes effect at the end of the next full billing cycle after the 30 day notice period.
4. You remain responsible for all fees during the minimum term and the notice period.
5. We may change recurring pricing with 30 days written notice. Continued use after the change takes effect is acceptance of the new price.

By enrolling in a Recurring Service, you expressly authorize recurring charges until you cancel as described above.

7. Refunds

1. Fees are non-refundable once work has commenced.
2. Digital and intangible services are non-refundable. This includes consulting, SEO, AI SEO, GEO, marketing strategy, optimization work, and digital assets.
3. Deposits are non-refundable once we begin work, because they reserve capacity and fund initial production.
4. Any payment dispute must first be submitted to us in writing at Info@smartmarketingfirst.com before any other action.

8. 90 Day Performance Guarantee

This guarantee applies to optimization Services and works as follows:

1. This guarantee does not provide refunds. It is a continued-work guarantee.
2. If we do not demonstrate measurable improvement within 90 days of active work beginning, we will continue optimization at no additional service cost until measurable improvement is achieved.
3. Measurable improvement may include any one or more of: Google Business Profile visibility, impressions, discovery searches, calls, website clicks, ranking improvements, or organic visibility improvements.
4. We do not guarantee revenue, sales, leads, conversions, or profit. Marketing improves visibility. It does not control your pricing, sales process, staffing, or market conditions.

The guarantee is void if any of the following occur:

• You delay approvals or fail to respond within a reasonable time.
• You fail to provide or maintain required access.
• You change your business name, address, phone, hours, or category during the engagement.
• You pause, suspend, or interfere with campaigns.
• You fail to meet payment obligations.
• A third-party platform outage or disruption occurs.
• Google, an AI platform, or any search or answer engine changes its systems, ranking factors, or policies in a way that affects results.

9. Intellectual Property and Licensing

1. We retain ownership of all Deliverables until the related invoice is paid in full.
2. On full payment, ownership of the final custom Deliverables transfers to you, except where software licensing restrictions apply.
3. We retain all rights to our proprietary systems, templates, frameworks, methodologies, internal tools, licensed software, and white-label systems. These are never transferred. You receive a license to use them only as part of the delivered Service.
4. You may request raw source files after payment in full. Where source files contain our proprietary frameworks or third-party licensed components, we may deliver the usable output without the underlying proprietary system.
5. You own your domains, hosting accounts, ad accounts, Google Business Profile, and analytics accounts. You must provide the access we need to perform the Services.

10. AI Services Disclaimer

1. AI generated content may contain errors, inaccuracies, outdated information, or content that requires editing.
2. You are responsible for reviewing, fact checking, and approving all AI generated content before it is published or used.
3. We do not guarantee visibility, ranking, citation, or inclusion in any AI system, answer engine, or generative search result.
4. Third-party AI systems change without notice. We are not responsible for changes in their behavior, availability, or output.

11. Limitation of Liability and Warranties

1. The Services are provided "as is" and "as available", without warranties of any kind, express or implied, except those that cannot be excluded by law.
2. To the maximum extent permitted by law, our total liability for any claim is limited to the total amount you paid us for the specific Service in the 90 days before the event giving rise to the claim.
3. We are not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, or lost business opportunities.
4. We are not liable for failures, outages, changes, or actions of Third-Party Platforms.
5. We are not liable for delays or failures caused by events beyond our reasonable control, including platform outages, internet failures, natural events, labor disruptions, government action, and cyberattacks (force majeure).

12. Client Responsibilities

You agree to:

1. Review and approve work at each approval stage.
2. Proofread all content before publication.
3. Ensure all content and materials you supply are legal and accurate.
4. Confirm you own or are licensed to use all materials you submit to us.
5. Cooperate with reasonable timelines and respond promptly.
6. Provide and maintain the access required for the Services.
7. Comply with all applicable platform policies and laws.

You indemnify us against claims arising from materials you supplied, content you approved, or your failure to meet these responsibilities.

13. Revisions and Scope Protection

1. We provide unlimited revisions until you reach the approval stage for a given Deliverable.
2. Once you approve a Deliverable, further changes to it are governed by your service package, or are billable.
3. Work outside the agreed Scope is billed at 125 CAD per hour, with your written approval before the work begins.
4. "Scope creep" means any request that adds to, changes, or expands the work described in your proposal or service agreement, including new pages, new features, new platforms, additional revisions after approval, new content types, rush requests, or repeated changes to previously approved items.
5. We will identify out-of-scope requests in writing and provide an estimate before proceeding. We are not obligated to perform out-of-scope work without approval.

14. Confidentiality

1. We do not assume a default confidentiality obligation beyond reasonable professional handling of your account information.
2. If you require a formal confidentiality or non-disclosure agreement, you must provide a separately signed agreement, which we will review before accepting.

15. Accessibility and Legal Compliance Disclaimer

1. We do not guarantee that any website or deliverable meets accessibility standards unless accessibility compliance is specifically contracted in writing.
2. You are responsible for your own legal compliance obligations, which may include ADA, WCAG, GDPR, CCPA, PIPEDA, CASL, CAN-SPAM, and SMS marketing laws.
3. We do not provide legal advice and are not acting as your legal counsel.

16. Third-Party Platforms

1. The Services depend on Third-Party Platforms we do not control.
2. We are not responsible for their availability, pricing, policy changes, algorithm changes, account suspensions, or data loss.
3. Platform changes may affect results, timelines, and deliverables. This does not constitute a failure of our Services.

17. Electronic Agreement and Signatures

1. You agree that electronic acceptance, electronic signatures, and digital records are valid, enforceable, and admissible.
2. Checking an acceptance box, typing your name, clicking to approve, or otherwise indicating acceptance has the same effect as a handwritten signature.
3. Our records of electronic acceptance are evidence of your agreement.

18. Collections and Non-Payment

1. Overdue accounts may be referred to collections or legal action.
2. You are responsible for reasonable costs of collection, including agency fees and legal costs, to the extent permitted by law.
3. We may report non-payment as permitted by law.
4. Interest accrues on overdue amounts as described in Section 4.

19. Suspension and Access Revocation

1. We may suspend Services, disable access, or pause hosting if your account is overdue or if you breach these Terms.
2. We will provide notice before suspension where practical.
3. Hosted websites and assets may be disabled after 60 days of non-payment and removed after a further reasonable period.
4. Suspension does not relieve you of amounts owed.
5. Restoration after suspension may require payment of overdue amounts plus a reasonable reactivation fee.

20. Data Retention and Deletion

1. We retain client data and project files for as long as needed to provide the Services and to meet legal, tax, and accounting obligations.
2. After an account closes, we may retain records for the period required by law and our internal retention schedule, then delete or anonymize them.
3. You may request deletion of your personal information subject to our legal retention obligations. See our Privacy Policy.
4. We are not responsible for data you did not back up that is lost after account closure or removal for non-payment.

21. Portfolio and Testimonial Rights

1. We may display completed work, your logo, screenshots, testimonials, case studies, and performance improvements for our marketing, unless you opt out in writing.
2. We will not disclose information you identified in writing as confidential.

22. Changes to These Terms

We may update these Terms. The current version is posted at https://smartmarketingfirst.com/terms with an effective date. Continued use of the Services after an update is acceptance of the updated Terms.

23. Governing Law and Dispute Resolution

1. These Terms are governed by the laws of British Columbia and the applicable federal laws of Canada.
2. The parties will first attempt to resolve any dispute through good faith mediation in British Columbia.
3. If mediation does not resolve the dispute within 30 days, the dispute will be brought exclusively in the courts of British Columbia, and you consent to that jurisdiction.
4. Each party brings claims only in its individual capacity. You waive any right to participate in a class, collective, or representative action.
5. Nothing in this section prevents us from seeking to recover unpaid amounts in any court of competent jurisdiction.

24. Contact

Smart Marketing First Inc.
5-31445 Upper Maclure Road, Abbotsford, BC, V2T 5S2, Canada
Email: Info@smartmarketingfirst.com