Upscale Media Solutions

Upscale Media Solutions.

Menu
Connect

UPSCALE MEDIA SOLUTIONS

Strathmore, Alberta, Canada

upscalemarketing.ca

Terms of Service

Effective Date: April 25, 2026     Last Updated: April 25, 2026

These Terms of Service (“Terms”) govern your use of the website located at upscalemarketing.ca and any services provided by Upscale Media Solutions (“we,” “us,” or “our”), a digital marketing agency based in Strathmore, Alberta, Canada.

By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use our website or services. These Terms apply to all visitors, clients, and others who access or use our services.

 

1. Services

Upscale Media Solutions provides the following digital marketing services to businesses in Alberta and across Canada:

  • Web design and development
  • Local search engine optimization (SEO) management
  • Google Ads and Meta Ads management (paid media)
  • Google Business Profile optimization
  • Digital marketing strategy and consulting

The specific scope of services for each client engagement is defined in a separate Service Agreement or Proposal. These Terms apply in addition to any such agreement. In the event of a conflict between these Terms and a signed Service Agreement, the Service Agreement takes precedence.

 

2. Eligibility

Our services are available to businesses and individuals who are at least 18 years of age and are legally capable of entering into binding contracts under Canadian law. By engaging our services, you represent and warrant that you meet these requirements and that all information you provide to us is accurate and complete.

 

3. Proposals and Service Agreements

3.1 Proposals

All project proposals are valid for 30 days from the date of issue unless otherwise specified. A proposal does not constitute a binding agreement until it has been accepted in writing by both parties and any required deposit has been received.

3.2 Project Commencement

Work on a project begins only after written acceptance of the proposal and receipt of the required deposit payment. The deposit amount will be specified in the proposal, typically 50% of the total project value for web design projects.

3.3 Retainer Agreements

Ongoing services including SEO management and paid media management operate on a month-to-month basis unless a fixed-term agreement has been signed. Either party may terminate a retainer engagement with 30 days written notice. Retainer fees are due on the first of each month for services rendered that month.

 

4. Payment Terms

4.1 Fees

All fees are stated in Canadian dollars (CAD) and are subject to applicable GST at the prevailing rate. Our current service pricing is available on our website and in individual proposals. We reserve the right to adjust our pricing with 30 days written notice to existing retainer clients.

4.2 Payment Schedule

For web design projects, payment is structured as follows unless otherwise agreed in writing:

  • 50% deposit due upon project commencement
  • 50% balance due upon project completion and prior to final delivery or website launch

For ongoing retainer services, payment is due on the first business day of each month. Invoices are issued at least 5 business days before the due date.

4.3 Late Payments

Invoices not paid within 14 days of the due date are considered overdue. We reserve the right to charge interest on overdue balances at a rate of 2% per month (24% per annum) compounded monthly. We also reserve the right to suspend services for accounts that are more than 30 days overdue without liability for any resulting interruption.

4.4 Third-Party Costs

Any third-party costs incurred on your behalf — including but not limited to Google Ads spend, domain registration, hosting fees, premium plugins, stock photography, and software subscriptions — are separate from our management fees and are either billed directly to you or reimbursed to us in full. We will obtain written approval before incurring any third-party expense over $100 CAD on your behalf.

4.5 Refunds

Deposits are non-refundable once work has commenced. If a project is cancelled by the client after commencement, fees are due for all work completed to the date of cancellation, calculated at our standard hourly rate of $125 CAD per hour for any work not covered by a fixed-price proposal. Retainer fees already paid are non-refundable for the month in which notice of cancellation is given.

 

5. Client Responsibilities

You agree to provide the following in a timely manner to enable us to deliver our services effectively:

  • Accurate and complete business information, including name, address, phone number, and website details
  • Access credentials for any accounts we are required to manage, including Google Analytics, Google Search Console, Google Business Profile, Google Ads, and your website CMS
  • Timely feedback and approvals on work submitted for review, within the timeframes specified in the project proposal
  • All content, images, logos, and materials required for your website or marketing materials, unless content creation has been included in the scope of services
  • Prompt notification of any changes to your business information, services, or operating hours that may affect our work

Delays caused by failure to provide required information, access, or approvals may affect project timelines. We are not liable for delays caused by the client’s failure to fulfil these responsibilities, and project timelines will be adjusted accordingly.

 

6. Intellectual Property

6.1 Ownership of Deliverables

Upon receipt of full payment for a web design project, all custom design and development work created specifically for your project becomes your property. You own your website, its content, and all custom assets delivered to you.

6.2 Pre-Existing Materials

We retain ownership of any pre-existing tools, templates, frameworks, code libraries, methodologies, and processes that we incorporate into deliverables. We grant you a non-exclusive, perpetual licence to use these materials as incorporated into your deliverables. These materials may not be extracted and used independently of the deliverable.

6.3 Third-Party Assets

Any third-party assets incorporated into deliverables — including premium themes, plugins, fonts, or stock photography — are subject to their respective licences. We will inform you of any third-party licences that require separate registration or ongoing payment.

6.4 Portfolio Rights

We reserve the right to display your project in our portfolio and use it as a case study for marketing purposes, including on our website, social media, and in proposals to prospective clients. We will not disclose confidential business information without your written consent. If you wish to opt out of portfolio use, please notify us in writing at the time of project commencement.

6.5 Client Content

You represent and warrant that all content, images, logos, and materials you provide to us are owned by you or that you have the legal right to use them, and that their use does not infringe the intellectual property rights of any third party. You indemnify us against any claims arising from content you provide.

 

7. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared in the course of the engagement, including but not limited to business strategies, client data, pricing structures, and technical processes. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

We treat your Google Analytics data, Search Console data, ad account data, and any business performance data shared with us as strictly confidential and will not share it with third parties without your written consent.

 

8. SEO and Digital Marketing Disclaimer

We provide SEO and digital marketing services based on current best practices and our professional experience. However, you acknowledge and agree to the following:

  • We do not guarantee specific search engine rankings, traffic volumes, lead generation numbers, or revenue outcomes. Search engine algorithms change frequently and are outside our control.
  • Results from SEO campaigns typically take 30 to 180 days to materialize, depending on competition, market conditions, and the current state of your website and online presence.
  • Google Ads performance depends on factors including budget, competition, landing page quality, and market demand. Past performance does not guarantee future results.
  • We implement strategies consistent with Google’s Webmaster Guidelines and advertising policies. We do not use black-hat SEO techniques that could result in penalties.
  • We are not responsible for ranking losses or traffic decreases caused by Google algorithm updates, changes to your website made without our knowledge, or actions taken by third parties.

Our commitment is to apply our full professional expertise, communicate transparently about progress and results, and adjust our strategy based on data. We do not make guarantees that no ethical SEO or digital marketing agency can honestly make.

 

9. Website Maintenance and Hosting

Unless a maintenance agreement has been included in your engagement, we are not responsible for the ongoing maintenance, security, updates, or hosting of your website after project delivery. We strongly recommend engaging a monthly maintenance plan to ensure your website remains secure, up-to-date, and performing optimally.

If you choose to manage your own website after delivery, any changes you make that affect SEO performance, site speed, or functionality are your responsibility. We are not liable for issues caused by changes made by you or any third party after project delivery.

 

10. Limitation of Liability

To the maximum extent permitted by applicable Canadian law, Upscale Media Solutions and its owner(s) shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising from or related to your use of our services, including but not limited to lost profits, lost revenue, lost data, or business interruption.

Our total liability to you for any claim arising from our services shall not exceed the total fees paid by you to us in the three (3) months immediately preceding the event giving rise to the claim.

These limitations apply regardless of the form of action, whether in contract, tort, negligence, or otherwise, and even if we have been advised of the possibility of such damages.

 

11. Indemnification

You agree to indemnify, defend, and hold harmless Upscale Media Solutions and its owner(s), employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

  • Your use of our services in violation of these Terms
  • Content or materials you provide to us that infringe the rights of a third party
  • Your violation of any applicable law or regulation
  • Any misrepresentation made by you in connection with our services

 

12. Termination

12.1 Termination by Client

You may terminate a retainer engagement by providing 30 days written notice to info@upscalemarketing.ca. Fees are due for all services rendered up to and including the termination date. For project-based engagements, termination is governed by Section 4.5 of these Terms.

12.2 Termination by Upscale Media Solutions

We reserve the right to terminate our engagement with you immediately and without notice if:

  • You fail to make payment within 30 days of the due date
  • You engage in conduct that is abusive, threatening, or harassing toward us or our contractors
  • You request that we undertake work that violates applicable law or Google’s policies
  • You provide materially false information in connection with your engagement

In the event of termination by us for cause, fees are due for all work completed to the date of termination. We will return any prepaid fees for work not yet completed, less any amounts owed.

12.3 Effect of Termination

Upon termination, we will provide you with all completed deliverables and, where applicable, transfer access to all accounts and assets we manage on your behalf within 7 business days. You are responsible for updating any account credentials we held following transfer.

 

13. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law principles.

In the event of a dispute arising from these Terms or our services, both parties agree to first attempt resolution through good-faith negotiation. If negotiation fails, either party may pursue resolution through the courts of Alberta. You consent to the exclusive jurisdiction of the courts of Alberta for any legal proceedings.

 

14. Changes to These Terms

We reserve the right to update these Terms at any time. When we make changes, we will post the updated Terms on our website with a revised effective date. For material changes, we will provide written notice to active clients at least 14 days before the changes take effect. Your continued use of our services after the effective date of any changes constitutes your acceptance of the revised Terms.

 

15. Entire Agreement

These Terms, together with any signed Service Agreement or Proposal, constitute the entire agreement between you and Upscale Media Solutions with respect to the subject matter herein and supersede all prior agreements, understandings, and representations. If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.

 

16. Contact

For questions about these Terms or our services, contact us at:

 

Upscale Media Solutions

  • Email: info@upscalemarketing.ca
  • Website: upscalemarketing.ca
  • Location: Strathmore, Alberta, Canada

 

This document was prepared for internal use by Upscale Media Solutions.