Terms & Conditions

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1. AGREEMENT

This Services Agreement (“Agreement”) becomes binding when signed by the Client (“Client”) and TX Marketing Co. (“TX Marketing,” “Company,” or “Vendor”).

This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions, representations, or agreements. No amendment shall be valid unless made in writing and signed by both parties. No employee or contractor of TX Marketing Co. has authority to alter these terms verbally.

2. SERVICES & SCOPE

TX Marketing Co. agrees to provide the marketing, advertising, strategic consulting, creative, digital, and/or web services outlined in the signed proposal or service agreement (“Services”).

Services are delivered according to the scope defined in the proposal. Any additional services outside of scope will require written approval and may be billed separately at TX Marketing’s standard rates.

3. TERM & CANCELLATION

All agreements are structured as evergreen agreements unless otherwise stated.

The Agreement may be cancelled without penalty within forty-eight (48) hours of signing.

After this 48-hour window, minimum service terms apply as follows:

• Strategic Marketing Retainers / Social Media / Digital Advertising (Google Ads, Meta Ads, GBP Management, etc.)
  Minimum four (4) consecutive months.
  Thereafter, thirty (30) days’ written notice is required for cancellation.

• Website Development & Hosting Services
  Minimum twenty-four (24) consecutive months.
  Sixty (60) days’ written notice required for cancellation following the initial term.

• Content Production (Photo, Video, Native Content, Campaign Assets)
  Minimum twelve (12) consecutive months where financing or production amortization applies.
  Thirty (30) days’ written notice required prior to renewal.

Unless proper written notice is received, this Agreement automatically renews for consecutive terms equal to the original term.

All cancellation notices must be submitted in writing to:
info@txmarketing.ca

4. EARLY TERMINATION BY CLIENT

If the Client terminates before completion of the minimum term, the remaining balance of the minimum term becomes immediately due and payable.

TX Marketing Co. reserves the right to suspend active services for non-payment while maintaining billing obligations during the contractual term.

5. EARLY TERMINATION BY TX MARKETING CO.

TX Marketing Co. may terminate this Agreement with thirty (30) days’ written notice. In such case, the Client will only be responsible for services rendered up to the date of termination.

6. PAYMENT TERMS

Client agrees to pay all fees outlined in the signed proposal.

• Invoices are due as specified in the Billing Schedule.

• Late payments incur a 2% monthly interest charge (or the maximum allowed by law).

• NSF or declined payments incur a $35 administrative fee per occurrence.

• TX Marketing Co. may suspend services for overdue balances.

Client is responsible for all collection costs, including legal fees, if required.

7. DEPOSITS & REFUNDS

Deposits secure production time, ad placements, strategy allocation, and third-party costs. Deposits are non-refundable once work has commenced.

Refunds are not provided for partially completed billing cycles or advertising spend already committed to third-party platforms.

8. CLIENT RESPONSIBILITIES

The Client agrees to:

• Provide accurate and timely information.

• Supply approvals within reasonable timelines.

• Ensure all intellectual property provided is legally owned or authorized.

Failure to provide required materials or approvals does not pause billing obligations.

If no approval is received after reasonable notice, TX Marketing Co. may proceed with implementation to maintain campaign timelines.

9. ADVERTISING PLATFORM DISCLAIMER

TX Marketing Co. manages advertising platforms including but not limited to Google, Meta, LinkedIn, and other third-party publishers.

The Company does not guarantee specific performance metrics (including but not limited to leads, conversions, rankings, or revenue) due to variables outside of its control.

The Client acknowledges that platform rule changes, algorithm changes, ad account suspensions, and industry shifts are outside of TX Marketing’s control.

10. INTELLECTUAL PROPERTY

Client represents and warrants that all materials supplied (logos, trademarks, content, etc.) are owned or properly licensed.

Client agrees to indemnify and hold TX Marketing Co. harmless from any claims arising from the use of such materials.

Unless otherwise agreed in writing:

• Final paid deliverables become property of the Client.

• TX Marketing retains ownership of proprietary processes, strategy frameworks, templates, ad structures, campaign architecture, and internal systems.

• TX Marketing reserves the right to showcase completed work in its portfolio.

11. LIMITATION OF LIABILITY

TX Marketing Co.’s total liability under this Agreement shall not exceed the total fees paid by the Client within the preceding three (3) months.

Under no circumstances shall TX Marketing Co. be liable for indirect, incidental, special, or consequential damages.

12. FORCE MAJEURE

TX Marketing Co. shall not be liable for delays or failures caused by events beyond reasonable control, including acts of God, government regulation, platform outages, cyber incidents, war, or natural disasters.

13. SALE OR TRANSFER OF BUSINESS

If the Client sells, assigns, or transfers their business, this Agreement remains binding and must be assumed by the new owner unless otherwise agreed in writing.

Outstanding balances become immediately payable upon sale.

14. MODIFICATIONS

TX Marketing Co. may update these Terms from time to time. Clients will be notified of material changes. Continued use of services constitutes acceptance of updated Terms.

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