Terms & Conditions

MASTER CLIENT SERVICES AGREEMENT

Company: Eskore Digitals
Agreement Type: Master Client Services Agreement
Version: 1.2
Effective Date: Aug 28, 2026

1. PARTIES AND AGREEMENT

This Master Client Services Agreement (“Agreement”) sets out the terms governing the provision of digital marketing, digital services, technology services, creative services and related services by Eskore Digitals (“Eskore”, “we”, “us” or “our”) to the person or entity purchasing or receiving the Services (“Client”, “you” or “your”).

Eskore Digitals may provide services through different legally registered entities or operations depending on the Client, transaction and applicable jurisdiction.

The legal entity responsible for a particular engagement will be the Eskore Digitals entity expressly identified in the applicable proposal, quotation, Statement of Work (“SOW”), order, invoice or other contractual document accepted by the Client (“Applicable Contracting Entity”).

The Applicable Contracting Entity, together with the Client, are collectively referred to as the “Parties”.

This Agreement applies to the Services unless a written SOW or other written agreement expressly states that a particular provision of this Agreement is replaced or varied.

2. ORDER OF CONTRACTUAL DOCUMENTS

The contractual relationship between the Parties may consist of:

  1. this Agreement;

  2. the applicable proposal, quotation or SOW;

  3. applicable service-specific terms;

  4. invoices and payment arrangements; and

  5. written amendments or other documents expressly incorporated into the engagement.

If there is a conflict between this Agreement and an applicable SOW, the SOW will control only with respect to the specific commercial terms, scope, deliverables, pricing, timelines or service requirements expressly addressed in the SOW.

This Agreement will continue to govern all other matters.

A proposal, quotation or SOW does not amend this Agreement unless it expressly states that a specific provision of this Agreement is being amended.

3. SERVICES

Eskore may provide one or more of the following Services, depending on the applicable proposal or SOW:

  • digital marketing;

  • search engine optimisation (“SEO”);

  • pay-per-click advertising (“PPC”);

  • Google advertising;

  • Meta/Facebook/Instagram advertising;

  • social media management;

  • social media marketing;

  • website design and development;

  • website maintenance;

  • graphic design;

  • video and creative services;

  • content creation;

  • copywriting;

  • branding and related creative services;

  • AI-assisted content or digital services;

  • marketing strategy and consulting;

  • campaign management;

  • analytics and reporting; and

  • other digital or technology services agreed in writing.

Eskore is only required to provide the Services specifically described in the applicable SOW or proposal.

Any service, deliverable, feature, revision, integration, campaign, platform, technical work or other activity not included in the agreed scope may be treated as additional work and charged separately.

4. PROPOSALS AND STATEMENTS OF WORK

Each engagement may be governed by a proposal, quotation or SOW.

The applicable SOW may specify:

  • Services;

  • deliverables;

  • project objectives;

  • timelines;

  • milestones;

  • included revisions;

  • service limitations;

  • fees;

  • payment schedule;

  • recurring charges;

  • third-party costs;

  • advertising budgets;

  • Client responsibilities;

  • commencement date;

  • contract term; and

  • other project-specific conditions.

The SOW forms part of this Agreement once accepted by the Client.

Eskore is not responsible for providing services or deliverables that are not included in the applicable SOW.

5. CHANGES TO SCOPE

The Client may request changes to the agreed scope.

Eskore may determine whether a requested change:

  1. falls within the existing scope; or

  2. constitutes additional or out-of-scope work.

Where a requested change is outside the agreed scope, Eskore may provide an additional quotation or written confirmation of the applicable fee before commencing the additional work.

Eskore is not required to perform substantial out-of-scope work without the Client's approval of the applicable additional charges.

Where appropriate, approval may be provided electronically, including by email or through an electronic approval system.

6. REVISIONS AND APPROVALS

The number and type of revisions included in the Services will be determined by the applicable proposal or SOW.

Where the SOW specifies a revision limit, revisions beyond that limit may be charged separately.

The Client is responsible for reviewing deliverables within a reasonable period and providing clear feedback or approval.

Where Client approval is required before publication, launch or implementation, Eskore may rely on the approval provided by the Client or the Client's authorised representative.

Eskore is not responsible for delays caused by delayed Client approvals, incomplete instructions, unavailable personnel, unavailable access or other Client-controlled circumstances.

7. CLIENT INFORMATION AND RESPONSIBILITIES

The Client must provide information, materials, instructions, access and approvals reasonably required for Eskore to perform the Services.

The Client represents that information supplied to Eskore is accurate and sufficiently complete for the intended purpose.

The Client remains responsible for:

  • the accuracy of information supplied to Eskore;

  • the legality of its products and services;

  • its business practices;

  • claims made about its products or services;

  • materials supplied by the Client;

  • obtaining necessary permissions, licences and rights for Client materials;

  • providing required account access;

  • reviewing and approving deliverables where requested;

  • complying with applicable laws governing its own business;

  • maintaining control of Client-owned accounts where applicable; and

  • making timely decisions and approvals.

Eskore may reasonably rely upon information and instructions supplied by the Client.

Eskore is not responsible for losses caused by inaccurate, incomplete, misleading or delayed information supplied by the Client.

8. CLIENT MATERIALS

“Client Materials” means information, documents, images, photographs, videos, logos, trademarks, copy, data, software, credentials, designs and other materials supplied by or on behalf of the Client.

The Client retains its rights in its Client Materials.

The Client grants Eskore a non-exclusive, limited licence to use, reproduce, modify, adapt, transmit and otherwise process Client Materials solely as reasonably necessary to provide the Services.

The Client represents that it has the rights, permissions and licences reasonably necessary for Eskore to use the Client Materials for the agreed Services.

Eskore does not assume responsibility for independently verifying ownership or licensing of Client Materials unless expressly agreed in writing.

9. CLIENT APPROVAL AND PUBLISHED MATERIAL

Where Eskore provides material to the Client for approval, the Client is responsible for reviewing that material for factual accuracy, regulatory suitability, commercial accuracy and compliance with the Client's own requirements.

Once the Client approves material for publication, launch or use, Eskore may rely on that approval.

Client approval does not transfer responsibility to Eskore for matters that are exclusively within the Client's knowledge or control.

10. THIRD-PARTY PLATFORMS

Eskore may use or interact with third-party platforms, services and technologies, including, where applicable:

  • Google;

  • Meta;

  • Facebook;

  • Instagram;

  • TikTok;

  • LinkedIn;

  • YouTube;

  • Microsoft;

  • hosting providers;

  • domain providers;

  • analytics platforms;

  • advertising networks;

  • plugins;

  • APIs;

  • software platforms;

  • payment processors; and

  • other third-party services.

Third-party platforms are independently controlled by their respective providers.

Eskore does not control third-party:

  • policies;

  • algorithms;

  • pricing;

  • technical infrastructure;

  • availability;

  • approvals;

  • advertising decisions;

  • account restrictions;

  • content moderation;

  • ranking systems;

  • API availability;

  • security;

  • service interruptions; or

  • account suspensions.

The Client acknowledges that third-party platforms may change their policies, algorithms, technical requirements or commercial terms without notice to Eskore.

Eskore will use commercially reasonable efforts to provide the agreed Services but does not guarantee that a third-party platform will continue to support a particular feature, campaign, integration or account.

11. ADVERTISING ACCOUNTS

Advertising accounts may be owned or controlled by the Client, Eskore, or another party depending on the applicable engagement.

The applicable SOW or project documentation may specify the account ownership and access arrangements.

Where an advertising account is Client-owned, the Client remains responsible for maintaining ownership and appropriate access.

Where Eskore manages an account on the Client's behalf, Eskore's access is limited to the purposes of providing the Services.

Eskore is not responsible for actions taken by third-party platform providers, including account suspension, restriction, rejection, disabling, termination or modification.

12. ADVERTISING SPEND AND THIRD-PARTY COSTS

Advertising spend and third-party costs will be allocated according to the applicable proposal or SOW.

Depending on the engagement:

  • advertising costs may be included in a combined commercial arrangement;

  • advertising costs may be separately identified;

  • the Client may pay the third-party provider directly; or

  • Eskore may arrange payment or billing on terms specified in the SOW.

Unless expressly stated otherwise, third-party charges are separate from Eskore's professional service fees.

The Client remains responsible for third-party costs expressly allocated to the Client under the applicable SOW.

13. SEO SERVICES

SEO results depend on factors outside Eskore's control.

Eskore does not guarantee:

  • specific search rankings;

  • a particular position on search engines;

  • a specific volume of organic traffic;

  • indexing;

  • continued indexing;

  • search visibility;

  • leads;

  • conversions;

  • sales;

  • revenue;

  • ROI; or

  • any particular commercial result.

Search engines may change algorithms, ranking factors, policies or technical systems at any time.

Eskore is not responsible for ranking fluctuations, algorithm changes, de-indexing, search penalties or other actions taken by search engines except to the extent directly caused by Eskore's proven breach of its contractual obligations.

14. DIGITAL MARKETING AND PERFORMANCE DISCLAIMER

The Client acknowledges that digital marketing involves variables outside Eskore's control.

Eskore does not guarantee any particular:

  • number of leads;

  • number of sales;

  • revenue;

  • profit;

  • return on investment;

  • conversion rate;

  • cost per lead;

  • cost per acquisition;

  • website traffic;

  • impressions;

  • reach;

  • engagement;

  • followers;

  • rankings; or

  • other performance metric,

unless a specific guarantee is expressly stated in a written agreement signed by an authorised representative of Eskore.

Performance estimates, forecasts, targets and projections are not guarantees unless expressly identified as contractual guarantees.

15. SOCIAL MEDIA SERVICES

Social media results may be affected by:

  • platform algorithms;

  • platform policies;

  • account restrictions;

  • content moderation;

  • technical outages;

  • audience behaviour;

  • market conditions;

  • competing content;

  • platform changes; and

  • factors outside Eskore's reasonable control.

Eskore does not guarantee a particular number of followers, views, impressions, engagements, leads, conversions or sales.

Eskore is not responsible for third-party platform decisions affecting a Client account.

16. WEBSITE DEVELOPMENT AND TECHNOLOGY SERVICES

Where Eskore provides website or technology services, the applicable SOW will determine the scope.

Unless expressly included, the Services do not automatically include:

  • hosting;

  • domain registration;

  • ongoing maintenance;

  • unlimited revisions;

  • third-party software licences;

  • premium plugins;

  • third-party API fees;

  • cybersecurity monitoring;

  • penetration testing;

  • ongoing backups;

  • continuous technical support; or

  • guaranteed uptime.

Third-party plugins, themes, APIs, hosting providers, software and integrations may introduce dependencies outside Eskore's control.

Eskore is not responsible for failures caused by third-party services unless expressly agreed otherwise.

17. AI-ASSISTED SERVICES

Eskore may use artificial intelligence and automated tools as part of providing Services where appropriate.

AI-assisted work may include:

  • content development;

  • research assistance;

  • brainstorming;

  • design assistance;

  • coding assistance;

  • marketing analysis;

  • workflow automation; and

  • other digital production activities.

AI-assisted output may require human review, editing, verification and Client approval.

Eskore does not represent that AI-generated or AI-assisted output is automatically free from third-party rights claims or other legal restrictions.

Where the Client supplies confidential or sensitive information, Eskore will handle such information in accordance with the applicable agreement, privacy obligations and applicable service-provider arrangements.

18. INTELLECTUAL PROPERTY

Subject to full payment of all amounts due, the Client will receive the ownership rights expressly identified in the applicable SOW for final custom deliverables created specifically for the Client.

The transfer of rights does not include Eskore's pre-existing intellectual property.

Eskore retains ownership of its:

  • templates;

  • frameworks;

  • processes;

  • methodologies;

  • strategies;

  • know-how;

  • internal tools;

  • systems;

  • workflows;

  • reusable components;

  • pre-existing designs;

  • software;

  • code libraries;

  • concepts; and

  • other pre-existing or independently developed materials.

Where Eskore's pre-existing materials are incorporated into a final deliverable, the Client receives only the rights necessary to use the deliverable for its intended purpose, unless a broader licence is expressly agreed.

Third-party materials remain subject to their respective licences and terms.

19. UNPAID WORK AND INTELLECTUAL PROPERTY

Until all amounts properly due under the applicable engagement have been paid, Eskore may withhold delivery, publication, transfer or licensing of unpaid deliverables to the extent legally permissible.

Where ownership or licensing rights are expressly conditioned upon payment, those rights will not transfer until the applicable amounts have been paid in full.

Eskore may suspend access to or delivery of work where payment remains outstanding.

20. PORTFOLIO AND MARKETING USE

Unless the applicable SOW expressly prohibits it, Eskore may identify the Client as a client and display completed, publicly available work created for the Client in Eskore's portfolio, website, case studies or marketing materials.

Eskore will not intentionally disclose confidential information solely for portfolio purposes.

If a Client requires confidential treatment of a project, the Parties may agree to specific restrictions in writing.

21. THIRD-PARTY SOFTWARE AND SERVICES

Eskore may use third-party software, contractors, freelancers, platforms and service providers in performing the Services.

The Client authorises Eskore to engage such providers where reasonably necessary.

Eskore remains responsible for managing its contractual relationship with its subcontractors, but third-party providers remain independent service providers.

Where the failure of a third-party service affects the Services, Eskore will use commercially reasonable efforts to mitigate the impact but does not guarantee uninterrupted availability.

22. FEES

The Client will pay the fees specified in the applicable proposal, quotation, SOW or invoice.

Fees may include:

  • project fees;

  • deposits;

  • recurring monthly fees;

  • milestone payments;

  • additional work;

  • third-party costs;

  • advertising costs;

  • software costs; and

  • other agreed charges.

Unless otherwise specified, fees are payable according to the payment schedule stated in the applicable commercial document.

23. DEPOSITS AND ADVANCE PAYMENTS

Where a deposit or advance payment is required, Eskore may require payment before commencing the relevant Services.

The applicable proposal or SOW will determine whether the payment is:

  • a deposit;

  • an advance payment;

  • a first instalment;

  • a recurring service payment; or

  • another agreed payment.

Once Services have commenced, payments relating to work already performed are generally non-refundable except where a refund is required by applicable law or expressly agreed by Eskore.

24. RECURRING SERVICES AND AUTOMATIC PAYMENT

For recurring Services, the Client authorises Eskore or its payment processor to charge the payment method provided by the Client according to the agreed billing schedule.

The Client must maintain a valid payment method.

A failed payment does not cancel the Client's payment obligation.

The Client remains responsible for all properly incurred fees until the Services are validly cancelled or terminated.

25. PAYMENT DEFAULT

If an invoice or recurring payment remains unpaid, Eskore may provide the Client with a payment period of up to 15 calendar days to resolve the outstanding amount before ordinary suspension of Services.

Eskore is not required to continue providing Services indefinitely while amounts remain unpaid.

Eskore may suspend Services after the applicable payment period where an amount remains outstanding.

Suspension does not automatically waive amounts already due.

No contractual interest or late-payment charge will apply unless expressly stated in the applicable SOW or permitted under applicable law.

26. TAXES

Fees are exclusive of applicable taxes unless expressly stated otherwise.

The Client is responsible for applicable taxes, duties or governmental charges imposed on the purchase of Services, except taxes imposed directly on Eskore's income.

Where Eskore is legally required to collect a tax, Eskore may add that tax to the applicable invoice.

27. CURRENCY

Fees may be quoted and charged in:

  • CAD;

  • USD;

  • GBP;

  • EUR; or

  • another currency expressly identified in the applicable proposal or SOW.

The applicable invoice or SOW will establish the billing currency for the engagement.

28. REFUNDS

Eskore does not provide an automatic refund merely because a Client is dissatisfied with a result where Eskore has performed the agreed Services.

Where a Client raises a legitimate service complaint, the Client should first provide written details of the issue.

Eskore will review the complaint and use commercially reasonable efforts to resolve it within 30 working days, subject to the complexity of the matter and the Client's cooperation.

If Eskore determines that a refund is appropriate, the refund may be provided in accordance with the circumstances, applicable SOW, applicable refund policy and applicable law.

Nothing in this Agreement limits a consumer's mandatory statutory rights.

29. CHARGEBACKS AND PAYMENT DISPUTES

The Client agrees to contact Eskore and use the contractual complaint process before initiating a payment chargeback for a disputed Service, except where applicable law or the rules of the relevant payment provider provide otherwise.

A chargeback does not automatically cancel amounts properly owed under this Agreement.

Where a chargeback is initiated without reasonable basis, Eskore may provide relevant contractual records, invoices, approvals, communications and service records to the payment processor or financial institution.

Eskore reserves its rights to recover amounts properly owed, subject to applicable law.

30. CANCELLATION OF MONTHLY SERVICES

Unless a different cancellation period is stated in the applicable SOW, either Party may cancel monthly recurring Services by providing at least 30 calendar days' written notice.

Client cancellation requests must be submitted in writing to:

[email protected]

Fees remain payable during the applicable notice period.

Cancellation does not eliminate payment obligations already accrued.

Fixed-term engagements remain subject to the termination and cancellation provisions stated in the applicable SOW.

31. TERMINATION BY ESKORE

Eskore may suspend or terminate the Services where reasonably necessary if the Client:

  • fails to pay amounts due;

  • materially breaches this Agreement;

  • provides unlawful instructions;

  • engages in fraudulent conduct;

  • engages in abusive or threatening behaviour;

  • uses the Services for unlawful purposes;

  • repeatedly fails to provide required access or information;

  • materially interferes with Eskore's ability to perform the Services; or

  • creates a material security, legal or reputational risk.

Where appropriate, Eskore may provide an opportunity to cure the breach before termination.

For serious misconduct, unlawful conduct, fraud, security risks or other circumstances where continued performance is not reasonably appropriate, Eskore may terminate immediately to the extent legally permissible.

32. TERMINATION BY CLIENT

The Client may terminate Services in accordance with the cancellation provisions of this Agreement and the applicable SOW.

For fixed-term engagements, the Client's termination rights will be determined by the applicable SOW, subject to mandatory applicable law.

Termination does not affect fees properly accrued before termination.

33. EFFECT OF TERMINATION

Upon termination:

  • the Client must pay outstanding amounts properly due;

  • Eskore may cease performing Services;

  • access to Eskore-managed systems may be withdrawn;

  • unpaid deliverables may be withheld to the extent legally permissible;

  • licences or ownership rights conditioned upon payment will remain conditional until payment;

  • each Party must return or securely dispose of confidential information where required; and

  • provisions intended by their nature to survive termination will continue.

Surviving provisions include, where applicable, intellectual property, confidentiality, payment obligations, liability limitations, indemnification, dispute resolution and other provisions that by their nature should survive.

34. CONFIDENTIALITY

Each Party may receive confidential information belonging to the other Party.

Each Party agrees to use confidential information only for purposes connected with the contractual relationship and to take reasonable measures to protect it from unauthorised disclosure.

Confidential information does not include information that:

  • is publicly available without breach;

  • was already lawfully known;

  • is independently developed without use of confidential information; or

  • is lawfully received from a third party without a confidentiality obligation.

A Party may disclose confidential information where required by law, court order or governmental authority.

35. PRIVACY AND PERSONAL INFORMATION

Each Party is responsible for complying with privacy and data-protection requirements applicable to its own activities.

Where Eskore processes personal information on behalf of a Client, the Parties will cooperate reasonably to establish appropriate processing arrangements where required.

The Client must not provide Eskore with personal information that Eskore does not reasonably require to perform the Services.

The Client is responsible for determining the lawful basis and required notices, consents or permissions relating to personal information that it instructs Eskore to process, except to the extent Eskore has independently assumed a specific legal responsibility in writing.

Additional privacy and data-processing terms may apply depending on the Services and jurisdictions involved.

36. SECURITY

Eskore will use reasonable administrative, technical and organisational measures appropriate to the nature of the Services to protect information under its control.

No internet-connected system can be guaranteed to be completely secure.

Eskore is not responsible for security incidents originating exclusively from:

  • Client systems;

  • Client credentials;

  • Client devices;

  • third-party platforms;

  • third-party hosting providers;

  • third-party software; or

  • other systems outside Eskore's reasonable control.

37. NO UNAUTHORISED USE

The Client must not use Eskore's Services, systems, content, software, credentials or deliverables for unlawful purposes or in a manner that infringes the rights of another person.

The Client must not knowingly provide Eskore with malicious software, compromised credentials or materials intended to damage or compromise systems.

Eskore may suspend access where reasonably necessary to protect systems, people or third parties.

38. WARRANTIES AND DISCLAIMERS

Eskore will perform the Services with reasonable care and skill consistent with the nature of the Services.

Except where expressly stated in this Agreement or an applicable SOW, Eskore does not warrant that:

  • Services will be uninterrupted;

  • Services will be error-free;

  • a third-party platform will remain available;

  • a particular marketing result will occur;

  • a particular ranking will be achieved;

  • a particular number of leads or sales will be generated;

  • a particular revenue level will be achieved;

  • a particular ROI will be achieved; or

  • a third-party platform will approve or continue to support a campaign.

To the extent permitted by law, no implied warranty is created beyond warranties that cannot legally be excluded.

Nothing in this Agreement excludes a statutory warranty, consumer right or protection that cannot legally be excluded or limited.

39. THIRD-PARTY PLATFORM DISCLAIMER

Eskore is not responsible for losses resulting primarily from decisions, actions, failures or changes by third-party platforms.

This includes, where applicable:

  • advertising rejection;

  • account suspension;

  • account termination;

  • algorithm changes;

  • ranking changes;

  • policy changes;

  • API changes;

  • technical outages;

  • moderation decisions;

  • data changes;

  • pricing changes;

  • platform security incidents; and

  • discontinued features.

Eskore will use reasonable efforts to adapt Services where commercially practical.

Additional work resulting from substantial third-party platform changes may constitute additional work.

40. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, Eskore will not be liable for indirect, incidental, special, exemplary or consequential losses arising from or relating to the Services.

This includes, where legally permissible:

  • loss of profits;

  • loss of revenue;

  • loss of anticipated savings;

  • loss of business opportunities;

  • loss of goodwill;

  • loss of expected commercial results;

  • loss of customers;

  • loss of rankings;

  • loss of traffic;

  • loss of leads;

  • loss of conversions;

  • loss resulting from platform suspension;

  • loss resulting from algorithm changes; or

  • other consequential commercial losses.

Subject to applicable law and the exclusions below, Eskore's aggregate liability arising from the Services or this Agreement will not exceed the total fees actually paid to the Applicable Contracting Entity by the Client for the Services giving rise to the claim during the six months immediately preceding the event giving rise to the claim.

This limitation applies regardless of the legal theory of the claim, including contract, negligence, tort or otherwise, except to the extent such limitation is prohibited by applicable law.

Nothing in this Agreement excludes or limits liability that cannot legally be excluded or limited.

41. CLIENT RESPONSIBILITY FOR THIRD-PARTY CLAIMS

The Client remains responsible for claims arising from matters exclusively within the Client's control, including where applicable:

  • Client Materials;

  • Client instructions;

  • Client representations;

  • Client's products or services;

  • Client's business practices;

  • unauthorised use of third-party intellectual property by the Client;

  • unlawful use of Services by the Client; or

  • Client-provided information that is materially inaccurate or misleading.

Nothing in this section creates an indemnification obligation beyond the specific indemnities expressly stated in this Agreement or applicable SOW.

42. INDEMNIFICATION

To the extent permitted by law, the Client will indemnify and hold harmless the Applicable Contracting Entity and its officers, employees, contractors and service providers from third-party claims, losses and reasonable costs arising directly from the Client's breach of its express obligations relating to:

  • ownership or lawful use of Client Materials;

  • unauthorised use of materials supplied by the Client; or

  • the Client's intentional misuse of the Services.

The indemnity does not apply to the extent a claim was caused by Eskore's own breach, negligence or wilful misconduct.

Eskore will provide reasonable notice of an indemnified claim where legally and practically possible and will reasonably cooperate with the Client in responding to the claim.

Nothing in this clause creates an indemnity that is prohibited by applicable law.

43. FORCE MAJEURE

Eskore will not be responsible for delay or failure caused by circumstances beyond its reasonable control.

These may include:

  • natural disasters;

  • war;

  • terrorism;

  • civil unrest;

  • government action;

  • internet infrastructure failures;

  • telecommunications failures;

  • widespread cyber incidents;

  • power outages;

  • third-party platform failures;

  • hosting failures;

  • labour disruptions;

  • epidemics or pandemics; and

  • other events beyond reasonable control.

The affected Party will use reasonable efforts to mitigate the effects of the event.

44. RECORDS AND ELECTRONIC COMMUNICATIONS

The Parties agree that communications relating to the Services may occur electronically.

Subject to applicable law, electronic:

  • signatures;

  • approvals;

  • proposals;

  • invoices;

  • instructions;

  • notices;

  • project records;

  • messages;

  • confirmations; and

  • other business records

may be retained and relied upon as evidence of the Parties' communications and contractual dealings.

Ontario law recognises electronic signatures and electronic means of forming contracts, subject to applicable statutory requirements.

The Client agrees that communications from its authorised representatives may be relied upon by Eskore.

45. NOTICES

Formal notices under this Agreement should be provided in writing.

Client cancellation notices may be sent to:

[email protected]

Eskore may provide contractual notices to the email address or other contact information supplied by the Client.

The Client is responsible for keeping its contact information current.

46. COMPLAINT AND DISPUTE RESOLUTION

Before commencing formal proceedings, the Client should provide Eskore with written details of the complaint.

The complaint should identify:

  • the issue;

  • relevant facts;

  • the affected Services;

  • the remedy requested; and

  • supporting documentation reasonably available.

The Parties will attempt in good faith to resolve the complaint within 30 working days after Eskore receives sufficient information to investigate it.

The 30-working-day period may be extended where reasonably necessary because of the complexity of the dispute, third-party involvement or delays caused by the Client.

Nothing in this section prevents a Party from exercising a legal right or seeking urgent relief where such action cannot reasonably wait for completion of the complaint process.

47. GOVERNING LAW AND JURISDICTION

The governing law and jurisdiction will depend on the Applicable Contracting Entity identified in the relevant contractual documents.

47.1 Canadian/Ontario Contracting Entity

Where the contracting entity is the Ontario operation of Eskore Digitals, the Agreement will be governed by the laws of Ontario and the applicable laws of Canada.

Subject to mandatory consumer rights and applicable law, the courts of Ontario will have jurisdiction over disputes arising from the Agreement.

47.2 Pakistan Contracting Entity

Where the contracting entity is the separate Pakistani Eskore Digitals entity, the Agreement will be governed by the laws applicable to that Pakistani entity and the applicable laws of Pakistan.

Subject to mandatory applicable law, disputes will be submitted to the competent courts having jurisdiction in Karachi, Pakistan.

47.3 Consumer Rights

Where a Client is a consumer and mandatory consumer-protection legislation applies, nothing in this Agreement is intended to deprive the consumer of rights that cannot legally be waived or excluded.

48. INTERNATIONAL CLIENTS

Where Services are provided to a Client outside Canada or Pakistan, the applicable contracting entity, governing law, jurisdiction, taxes, payment obligations and regulatory requirements will be determined by the applicable contractual documents and mandatory law.

The Client is responsible for complying with laws applicable to its own business, products, services and activities in its jurisdiction.

Eskore does not represent that its Services or contractual terms automatically comply with every law in every jurisdiction.

49. B2B AND B2C CLIENTS

This Agreement may be used for both business and consumer clients.

Where the Client is acting primarily for business or commercial purposes, the commercial terms of this Agreement will apply subject to applicable law.

Where the Client is acting as a consumer, mandatory consumer-protection requirements will apply where relevant.

If applicable law provides a consumer with rights that conflict with this Agreement, those mandatory rights will prevail to the extent required by law.

50. NO AGENCY OR PARTNERSHIP

Nothing in this Agreement creates a partnership, joint venture, employment relationship or general agency relationship between Eskore and the Client.

Eskore acts as an independent service provider.

Neither Party may represent that it has authority to bind the other Party unless expressly authorised in writing.

51. SUBCONTRACTORS

Eskore may use employees, contractors, freelancers, consultants and third-party service providers to perform portions of the Services.

Eskore may assign appropriate portions of the work to such persons without obtaining separate Client approval unless the applicable SOW expressly requires otherwise.

Eskore remains responsible for managing its contractual arrangements with its subcontractors.

52. ASSIGNMENT

The Client may not assign this Agreement or transfer its rights or obligations without Eskore's prior written consent, except where such restriction is prohibited by applicable law.

Eskore may assign or transfer this Agreement to a successor, affiliated entity or purchaser of substantially all relevant business assets, provided that the transfer does not materially reduce the Client's contractual rights.

53. SEVERABILITY

If any provision of this Agreement is determined to be invalid, unlawful or unenforceable, that provision will be interpreted or limited to the minimum extent necessary, where legally permissible, and the remaining provisions will continue in effect.

54. NO WAIVER

A failure or delay by either Party to enforce a provision does not constitute a waiver of that provision or of the Party's right to enforce it later.

55. ENTIRE AGREEMENT

This Agreement, together with the applicable SOW, proposal, quotation and expressly incorporated documents, constitutes the agreement between the Parties concerning the relevant Services.

It supersedes prior discussions or representations concerning the same subject matter, except where expressly incorporated into the contractual documents.

56. AMENDMENTS

Changes to this Agreement must be made in writing and accepted by the Parties where required.

Changes to project scope may be made through an approved SOW, change order, written amendment or other documented electronic approval.

57. COUNTERPARTS AND ELECTRONIC ACCEPTANCE

This Agreement may be executed electronically and in counterparts.

Electronic signatures, electronic acceptance, click-to-accept mechanisms and other legally valid electronic methods may be used where permitted by applicable law.

The Parties intend electronic acceptance to have the same contractual effect as a physical signature to the extent permitted by applicable law.

Ontario's Electronic Commerce Act provides statutory recognition for electronic information, electronic signatures and electronic contract formation, subject to applicable requirements.

58. AUTHORITY

The person accepting this Agreement on behalf of a Client that is a company, partnership or other organisation represents that they have authority to bind that organisation.

The person accepting on behalf of an organisation must not accept the Agreement if they lack such authority.

59. SURVIVAL

Any provision that by its nature should continue after termination will survive termination.

This includes, where applicable:

  • payment obligations;

  • intellectual property;

  • confidentiality;

  • liability limitations;

  • indemnification;

  • dispute resolution;

  • governing law;

  • records; and

  • other provisions intended to survive.

60. CLIENT ACKNOWLEDGEMENT

By signing, electronically accepting or otherwise validly accepting this Agreement and the applicable SOW, the Client confirms that:

  1. it has had an opportunity to review the Agreement;

  2. it understands the Services will be governed by the applicable SOW and this Agreement;

  3. it understands that marketing and digital performance results are not guaranteed;

  4. it understands that third-party platforms may affect the Services;

  5. it agrees to provide timely information, access and approvals;

  6. it agrees to pay the applicable fees;

  7. it understands the cancellation and termination provisions;

  8. it understands the applicable intellectual-property provisions; and

  9. it agrees to the applicable complaint and dispute-resolution process.

Nothing in this acknowledgement limits any mandatory rights available to a consumer under applicable law.

ELECTRONIC ACCEPTANCE AND DEEMED ACCEPTANCE

57.1 Electronic Acceptance

The Client agrees that this Agreement, together with any applicable proposal, quotation, estimate, Statement of Work (“SOW”), service-specific terms, invoice, order or other contractual document issued by Eskore Digitals may be accepted electronically.

Electronic acceptance may occur through an electronic signature, click-to-accept mechanism, online client portal, email confirmation, payment transaction, approval of a proposal or estimate, or any other electronic action that reasonably demonstrates the Client's intention to proceed with the Services.

57.2 Deemed Acceptance Through Client Actions

To the maximum extent permitted by applicable law, the Client will be deemed to have accepted this Agreement and the applicable contractual terms when the Client, or a person acting on the Client's behalf:

  1. pays, partially pays, or authorises payment of any invoice issued by Eskore Digitals in the Client's name or, where applicable, the Client's company or organisation name;

  2. registers for, activates, or accesses an Eskore Digitals client portal or account for the purpose of obtaining, managing, purchasing, or receiving Services;

  3. accepts, approves, confirms, or electronically acknowledges any proposal, quotation, estimate, SOW, order, service agreement, or other commercial document issued by Eskore Digitals;

  4. pays any invoice generated in connection with an accepted proposal, quotation, estimate, SOW, order, or Services;

  5. instructs Eskore Digitals to commence or continue the Services after receiving this Agreement or the applicable commercial documents;

  6. provides information, access, credentials, materials, approvals or instructions for the purpose of enabling Eskore Digitals to commence or perform the Services; or

  7. otherwise takes an action that reasonably indicates an intention to enter into or continue the contractual relationship with Eskore Digitals.

57.3 Acceptance of Terms Incorporated Into the Engagement

Where any of the actions described above occurs, the Client acknowledges and agrees that this Agreement and the applicable contractual documents form part of the contractual relationship between the Parties, subject to the order of precedence stated in this Agreement.

Acceptance of an individual proposal, quotation, estimate, SOW or invoice does not constitute acceptance of terms that expressly conflict with this Agreement unless the applicable document expressly states that a particular provision of this Agreement is being amended or replaced and such amendment is legally effective.

57.4 Payment as Confirmation of Acceptance

Payment of an invoice is an affirmative commercial act by the Client confirming the Client's intention to proceed with the relevant Services. Accordingly, where legally permissible, payment of an invoice issued to the Client or the Client's company or organisation will constitute the Client's acceptance of the applicable Services, pricing, payment obligations and contractual terms governing that engagement.

This applies whether payment is made by the Client directly or by another person or payment method on the Client's behalf, where the payment is reasonably identifiable as payment for the Client's engagement.

57.5 Client Portal Registration

Registration for or activation of a Client account through an Eskore Digitals client portal may constitute electronic acceptance where the registration process provides the Client with access to these terms or otherwise clearly identifies the contractual terms governing the Client's use of the Services.

The electronic records associated with registration, login, acceptance, approval, payment and other Client actions may be retained by Eskore Digitals as evidence of the Client's acceptance and contractual dealings.

57.6 Authority to Accept

Where the Client is a company, partnership, corporation or other organisation, any person who accepts a proposal, quotation, estimate, SOW, invoice or these terms, or makes payment on behalf of the organisation, represents that they are authorised to act on behalf of that organisation.

57.7 No Physical Signature Required

To the extent permitted by applicable law, the Parties agree that a physical handwritten signature is not required where the Client has otherwise provided a legally valid electronic acceptance or has taken an action constituting deemed acceptance under this Section.

The electronic record of acceptance, including records of portal registration, proposal or estimate approval, invoice acceptance, payment, email communications, timestamps, IP information where lawfully collected, and related transaction records, may be retained by Eskore Digitals as evidence of the Client's acceptance.

57.8 Mandatory Legal Rights

Nothing in this Section is intended to exclude, restrict or waive any statutory, consumer-protection or other mandatory legal right that cannot lawfully be excluded or waived.