Last Updated: 01 Feb 2026
Effective Date: 01 Feb 2026
These Terms of Service (“Terms”) govern all digital marketing services provided by CHIROK (“Agency,” “we,” “us,” “our”) to clients (“Client,” “you,” “your”) who execute an Order Form incorporating these Terms by reference.
IMPORTANT LEGAL NOTICE: By signing an Order Form that references these Terms, you enter into a legally binding contract. Please read carefully before signing.
1. ACCEPTANCE AND MODIFICATION OF TERMS
1.1 Binding Agreement
These Terms, together with the Order Form and any attached Statement of Work, constitute a binding legal agreement between Agency and Client. The Order Form incorporates these Terms by reference with the same force as if fully set forth therein.
1.2 Right to Update Terms
Agency reserves the right to update or modify these Terms at any time. Agency will notify Client of material changes via email to the primary contact address on file at least 30 days before changes take effect. Client’s continued use of services or payment of monthly fees after the 30-day notice period constitutes irrevocable acceptance of updated Terms. If Client does not agree to updated Terms, Client must provide written notice of cancellation before the effective date.
1.3 Version Control and Archives
All previous versions of these Terms are maintained in our Terms Archive (accessible at https://chirok.ca/terms-of-service/archive). The version in effect on the date Client signed their Order Form governs that relationship unless Client accepts updated Terms per Section 1.2.
2. SERVICE DELIVERY AND SCOPE
2.1 Services Provided
Agency will provide digital marketing services as specified in the Order Form and applicable Statement of Work, including but not limited to: SEO, PPC management, social media marketing, email marketing, AI search optimization, e-commerce optimization, content creation, analytics, and reporting.
2.2 Service Standards
Agency will perform services using commercially reasonable efforts consistent with industry best practices. Agency will act in Client’s best interests and apply professional skill and expertise to all deliverables.
2.3 No Guaranteed Results
CRITICAL DISCLAIMER: Agency makes NO guarantees regarding specific search rankings, traffic volume, conversion rates, return on investment (ROI), return on ad spend (ROAS), advertising platform approval rates, or any specific business outcomes. Digital marketing results depend on numerous factors outside Agency’s control, including but not limited to: search engine algorithms, advertising platform policies, competitive conditions, seasonal fluctuations, Client’s product quality, pricing, website functionality, and Client-provided content.
2.4 Service Activation Timeline
Agency may require up to 30 calendar days from receipt of Setup Fee payment to fully activate services. SEO results typically become measurable within 6-12 months. PPC campaigns typically launch within 7 business days subject to platform review processes.
2.5 Scope Changes
Any changes to services require written approval from both parties via email. Additional services beyond the agreed scope will be billed at $85 CAD per hour or as otherwise agreed in writing.
2.6The Agency provides performance reports exclusively on an on-demand basis. For any report, the Client must submit a written request via email to the Agency specifying the exact report or metrics desired. Upon receipt of this specific email request, the Agency will generate and deliver the requested report within a 96-hour delivery window.
3. BILLING ADMINISTRATION
3.1 Payment Structure
Client agrees to pay:
• One-Time Setup Fee as specified in Order Form (due immediately upon signing)
• Monthly Retainer Fee as specified in Order Form (due on the 1st of each month in advance)
• Add-On Services as selected and priced in Order Form
All fees are in Canadian Dollars (CAD) plus applicable GST/HST.
3.2 Payment Finality and Irrevocable Authorization
By executing the Order Form, Client provides irrevocable authorization for the Agency to process all scheduled retainers, setup fees, and agreed-upon hourly overages. All processed financial transactions are fully earned upon receipt, final, and non-refundable (excepting the initial 24-hour cancellation window for setup fees). Client explicitly warrants that all authorized transactions represent legitimate, agreed-upon business expenses and shall not be subjected to third-party administrative recall, reversal, or external audit mechanisms once processed.
3.3 Unauthorized Administrative Interference (Material Breach)
Agency operations require predictable cash flow to maintain active campaign infrastructure. Therefore, if any authorized payment is forcibly reversed, recalled, or held by any external financial entity after processing, it immediately constitutes a material breach of this Agreement.
To compensate the Agency for the resulting operational disruption, administrative burden, and reputational impact with its processing partners, Client shall be immediately liable for:
The original transaction amount
A $500 CAD operational recovery fee per occurrence
A $150 CAD processing administration fee
All associated legal, collection, and staff-time costs required to rectify the interference
3.4 Internal Audit and Reconciliation Process
Any questions or requests for reconciliation regarding processed invoices must be submitted internally. Client must email acc@chirok.ca within 7 calendar days of the transaction date with the invoice number and a detailed request for review.
Requests submitted after 7 days are deemed waived, and the transaction is legally accepted as accurate and fully authorized. Upon receipt of a timely request, Agency will conduct an internal audit and provide a written reconciliation report within 5 business days. Client agrees that this internal reconciliation process is the sole and exclusive remedy for addressing transaction questions, and bypassing this process triggers the material breach provisions outlined in Section 3.3.
3.5 Account Arrears and Operational Suspension
To maintain campaign momentum, payments must be received on time. The following timeline applies to all overdue accounts:
Day 2: Administrative courtesy notification sent.
Day 3: A late payment administration fee begins accruing at 2% per month (24% APR), compounding monthly on the total outstanding balance.
Day 5: To protect the Agency from further uncompensated labor, all operational activities are immediately and automatically paused. This includes the halting of all active advertising campaigns, SEO distribution, and content scheduling. A $125 CAD administrative pause fee is applied.
Day 10: Agency reserves the right to formally terminate the Agreement and refer the account to external collections. An ongoing administrative fee of $75 CAD per month applies while the account remains in arrears.
Reactivation: If Client resolves the arrears and wishes to resume operations, a $250 CAD infrastructural reactivation fee applies.
Client is fully responsible for all costs incurred by the Agency to recover overdue funds, including standard hourly attorney rates, filing fees, collection agency premiums (up to 35% of the balance), and all associated enforcement costs.
3.6 Direct Media Expenditures
Client is solely responsible for funding all direct media expenditures (e.g., Google, Facebook, LinkedIn ad spend). These costs are paid directly to the platforms and are strictly separate from the Agency’s Monthly Retainer Fee. Agency is not liable for campaign interruptions resulting from Client’s failure to maintain valid payment methods within the advertising platforms.
3.7 Retainer Adjustments
Agency reserves the right to adjust the Monthly Retainer Fee with 60 days’ written notice to reflect changes in service scope, economic inflation, or increased platform operational costs. Client may provide standard cancellation notice during this 60-day period if they decline to proceed at the adjusted rate.
4. CONTRACT TERM AND CANCELLATION
4.1 Initial Commitment Period
The Initial Term is specified in the Order Form (typically 12 or 24 months) commencing on the Order Form signature date.
4.2 Automatic Month-to-Month Continuation
Upon completion of the Initial Term, services automatically continue on a month-to-month basis under the same terms and conditions (excluding Setup Fees) unless either party provides written cancellation notice per Section 4.3.
4.3 Cancellation Requirements
Cancellation During Month-to-Month Period:
Either party may terminate with 30 days’ written notice sent via email to:
• Agency: reza@chirok.ca
• Client: [Client Email from Order Form]
Notice Requirements:
• Must be in writing via email (verbal cancellations NOT accepted)
• Must include Client name, company name, and Order Form details
• Client remains responsible for full payment through entire 30-day notice period
Immediate Cancellation Without Notice :
If Client cancels immediately without providing the required 30 days’ written notice during month-to-month period, Client must pay:
• Current month’s full Monthly Retainer
• PLUS one additional month’s full Monthly Retainer as liquidated damages
4.4 Early Termination During Initial Term
If Client terminates before the Initial Term ends, Client shall immediately pay an Early Termination Fee equal to 100% of the Monthly Retainer Fee multiplied by the number of months remaining in the Initial Term.
This fee compensates Agency for lost revenue, administrative costs, and opportunity costs of the broken commitment.
4.5 24-Hour Cancellation Window
Client may cancel within 24 hours of Setup Fee payment for a full refund. After 24 hours, all fees are 100% non-refundable under any circumstances.
4.6 Agency Right to Terminate
Agency may terminate immediately without notice if:
• Client fails to make payment within 10 business days of due date
• Client breaches any material term of this Agreement
• Client engages in illegal activities or fraudulent business practices
• Client violates advertising platform policies resulting in account suspension
• Client fails to provide necessary access, information, or cooperation
• Client becomes insolvent, enters bankruptcy, or ceases operations
• Client initiates unauthorized chargebacks or payment reversals
Agency termination does not waive Client’s obligation to pay all outstanding fees, Early Termination Fees (if applicable), and collection costs.
4.7 Post-Termination Obligations
Upon termination:
• Client must pay all outstanding fees through effective termination date
• Agency will provide final reports and account credentials within 7 business days
• Client data and access transferred per Section 6
• Agency has no obligation to maintain Client data beyond 30 days after termination
5. CLIENT OBLIGATIONS
5.1 Required Access and Credentials
Client agrees to provide timely access to:
• Website (FTP, cPanel, CMS admin credentials)
• Domain registrar and hosting accounts
• Google Analytics, Search Console, Tag Manager
• Social media business account admin access
• Advertising platform accounts (Google Ads, Facebook Business Manager, etc.)
• Brand assets (logos, images, videos, style guides, brand guidelines)
• Product information, pricing, inventory data
• Any other access necessary to perform services
Failure to provide required access within 7 days of request may delay service delivery. Delays caused by Client’s failure to provide access do not entitle Client to refunds, credits, or extensions of Initial Term.
5.2 Information Accuracy Warranty
Client represents and warrants that all information provided is:
• Complete, accurate, and current
• Does not violate laws, regulations, or third-party rights
• Does not include illegal, fraudulent, deceptive, or misleading content
Agency is not responsible for inaccuracies in Client-provided information.
5.3 Cooperation Standards
Client agrees to:
• Respond to Agency requests within 3 business days
• Provide feedback on deliverables within 5 business days
• Attend scheduled meetings or provide 24-hour rescheduling notice
• Designate primary point of contact with decision-making authority
5.4 Approval Authority
The individual signing the Order Form represents and warrants they have full authority to bind Client to these Terms and approve all services, strategies, and expenditures outlined herein.
6. TECHNOLOGY INFRASTRUCTURE AND ACCOUNT ADMINISTRATION
6.1 Client Data & Brand Assets
Client retains 100% exclusive ownership of all their pre-existing intellectual property, trademarks, brand assets, and their primary website domain. Furthermore, Client retains absolute ownership of all raw customer data, lead lists, CRM records, and sales transaction data generated as a result of the marketing campaigns.
6.2 Managed Campaign Environments
To ensure maximum campaign performance, quality control, and platform compliance, Agency provisions and administers advertising campaigns within its proprietary managed environments. While Client is responsible for funding the direct media spend, the underlying campaign architecture, structural blueprints, targeting algorithms, and optimization frameworks utilized within these accounts constitute the Agency’s protected intellectual property, trade secrets, and proprietary methodology.
6.3 Administrative Access & Transparency
To prevent accidental structural changes that could severely degrade campaign performance, trigger algorithmic penalties, or violate third-party platform policies, Agency maintains exclusive administrative and structural control over the managed advertising environments during the term of this Agreement. To ensure complete financial and performance transparency, the Agency will provide the Client report strictly upon specific email request as outlined in Section 2.6 .
6.4 Offboarding & Data Portability
Upon termination of this Agreement, Agency will promptly export and transfer all Client-owned data (including all raw lead data, customer lists, and Client-provided media assets) within 7 business days, and safely remove Client’s billing details from the managed environments. The proprietary managed environments will then be safely decommissioned.
6.5 Optional Structural Migration & License Transfer
As the managed advertising environments contain the Agency’s proprietary structural intellectual property, these specific platform builds are not automatically transferable. However, if the Client wishes to bypass the decommissioning process and assume direct, permanent administrative control of the optimized campaign builds, historical pixel data, and structural architecture, the Agency offers a comprehensive Structural Migration and IP License Transfer service. This service is available upon termination for a one-time administrative fee equal to two months’ standard retainer. Upon payment, the Agency will grant the Client a perpetual license to the campaign architecture and transfer master administrative rights directly to the Client.
7. INTELLECTUAL PROPERTY
7.1 Client-Owned Deliverables
Upon receipt of full payment, Client owns:
• Final deliverables created specifically for Client (ad copy, graphics, videos, landing pages, content)
• Client’s pre-existing brand assets, trademarks, proprietary information
• Data collected through advertising campaigns and analytics
7.2 Agency-Owned Property
Agency retains ownership of:
• Pre-existing templates, frameworks, methodologies, tools
• Agency’s proprietary processes, strategies, documentation
• Software, scripts, automation tools developed by Agency
7.3 Portfolio Rights
Agency retains the right to display completed work in its portfolio and marketing materials.
7.4 Third-Party Content
Client is responsible for securing all necessary licenses, permissions, and rights for third-party content (stock photos, music, fonts, software) used in campaigns. Agency will not be held liable for Client’s unauthorized use of third-party intellectual property.
8. CONFIDENTIALITY
8.1 Confidential Information
“Confidential Information” includes proprietary or confidential business information disclosed by one party to the other, including: trade secrets, know-how, business methods, financial information, pricing, customer lists, marketing strategies, campaign data, passwords, access credentials, contracts, and documentation.
8.2 Confidentiality Obligations
Both parties agree to:
• Hold Confidential Information in strict confidence
• Not disclose to third parties without prior written consent
• Use solely for purposes of this Agreement
• Protect with same level of care used for own confidential information
8.3 Exceptions
Confidential Information excludes information that:
• Is or becomes publicly available through no breach
• Was rightfully known prior to disclosure
• Is independently developed without use of Confidential Information
• Must be disclosed under court order (with notice to disclosing party)
8.4 Duration
Confidentiality obligations continue for 3 years following termination.
9. WARRANTIES AND LIMITATIONS OF LIABILITY
9.1 Disclaimer of Warranties
TO THE FULLEST EXTENT PERMITTED BY LAW, AGENCY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT.
Agency does not warrant:
• Uninterrupted or error-free service delivery
• Specific business results or outcomes
• Compatibility with all third-party platforms
• That services will meet all Client expectations
9.2 Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW:
NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES including loss of profits, revenue, interest, goodwill, data corruption, or business interruption, whether based on contract, tort, negligence, strict liability, or any other legal theory, even if advised of possibility of such damages.
AGENCY’S TOTAL AGGREGATE LIABILITY arising out of or related to this Agreement, regardless of cause of action, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO AGENCY IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
9.3 Client Indemnification
Client agrees to indemnify, defend, and hold harmless Agency, its affiliates, employees, directors, officers, agents, and representatives from and against any and all third-party claims, demands, actions, damages, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) arising from:
• Client’s breach of this Agreement
• Inaccuracy or incompleteness of Client-provided information
• Client’s violation of laws, regulations, or third-party rights
• Client’s products, services, or business practices
• Unauthorized use of intellectual property in Client-provided content
• Client’s advertising content, claims, or representations
• Client’s gross negligence or willful misconduct
This indemnification survives termination.
9.4 Agency Indemnification
Agency agrees to indemnify Client from third-party claims arising solely from Agency’s:
• Gross negligence or willful misconduct
• Violation of applicable laws in performing services
• Infringement of third-party IP rights in Agency-created original deliverables (excluding Client-provided content)
10. FORCE MAJEURE
Neither party shall be liable for failure or delay in performance resulting from causes beyond reasonable control, including: acts of God (earthquakes, floods, fires, storms), war, terrorism, sabotage, government actions, pandemic, epidemic, labor strikes, power failures, internet outages, third-party platform outages, or cyberattacks.
The affected party will provide prompt written notice and use commercially reasonable efforts to minimize impact and resume performance. Performance obligations are suspended for the duration of the Force Majeure event.
If Force Majeure continues for more than 30 consecutive days, either party may terminate upon written notice without liability, except for payment obligations accrued prior to termination.
11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1 Governing Law
This Agreement is governed by the laws of the Province of British Columbia, Canada, without regard to conflict of law principles.
11.2 Jurisdiction
Both parties consent to the exclusive jurisdiction of courts located in British Columbia, Canada for resolution of disputes arising from this Agreement. Each party accepts service of process by mail and waives jurisdictional or venue defenses.
11.3 Dispute Resolution Process
Before initiating legal proceedings, parties agree to:
1. Attempt good faith negotiation for 15 business days
2. If unresolved, attempt non-binding mediation with mutually agreed mediator
3. If mediation fails, either party may pursue legal remedies in courts of British Columbia
12. GENERAL PROVISIONS
12.1 Entire Agreement
This Agreement (including Order Form, these Terms, and Statement of Work) constitutes the entire agreement and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.
Conflicting or additional terms in purchase orders, emails, or other documents are void unless explicitly agreed in a written amendment signed by both parties.
12.2 Amendments
No amendment, modification, or waiver is effective unless in writing and signed by authorized representatives of both parties.
12.3 Assignment
Client may not assign, transfer, or delegate this Agreement without Agency’s prior written consent. Agency may assign to affiliated entities or in connection with merger, acquisition, or sale of business upon written notice to Client.
12.4 Severability
If any provision is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable while preserving parties’ intent. Remaining provisions remain in full force.
12.5 Waiver
No waiver of any breach or default shall be deemed waiver of subsequent breach or default. Failure or delay in exercising any right shall not constitute waiver.
12.6 Independent Contractor
Agency is an independent contractor, not an employee or agent of Client. Agency has no authority to bind Client without express written authorization.
12.7 Notices
All notices must be in writing via email to addresses in Order Form. Notices deemed received when sent (email) or 3 business days after mailing (postal).
12.8 Survival
The following survive termination: Payment obligations (Section 3), Intellectual Property (Section 7), Confidentiality (Section 8), Limitation of Liability and Indemnification (Section 9), Governing Law (Section 11).
13. CONTACT INFORMATION
For all billing, service, and contract inquiries:
Email: reza@chirok.ca
Phone: 6049027090
For Terms of Service questions: acc@chirok.ca
TERMS VERSION ARCHIVE
To view previous versions of these Terms, visit Terms of Service archive page
Each archived version is dated and identified by effective date for reference purposes.
