PM Consulting Inc.

This Digital Services Agreement ("Agreement") is entered into as of the date above between PM Consulting Inc. and the Client identified above. Both parties agree to the following terms.

1 Services & Scope

1.1 The Provider will deliver the digital marketing and technology services described in the Service Addendum attached to this Agreement. The Service Addendum forms part of this Agreement.

1.2 Any work outside the scope defined in the Service Addendum requires written agreement from both parties and may result in additional fees.

1.3 The Provider will perform all services with reasonable skill and care consistent with industry standards.

2 Fees & Payment

2.1 Fees are as set out in the Service Addendum. All amounts are in Canadian Dollars (CAD) unless stated otherwise.

2.2 Setup fees are due upon signing this Agreement. Recurring monthly fees are due on the same calendar date each month as the Agreement Date, billed automatically via the payment method on file.

2.3 All fees are subject to 13% HST (Ontario Harmonized Sales Tax), which will be added to invoices. HST Registration Number: _______________

2.4 If any payment is more than 15 days overdue, the Provider may charge interest at a rate of 1.5% per month (equivalent to 18% per annum) on the outstanding balance, calculated from the original due date.

2.5 If payment remains overdue for more than 30 days, the Provider may, at its discretion:

• Pause all active services until the account is brought current
• Revoke access to platforms, tools, and deliverables
• Terminate this Agreement per Section 4

2.6 The Client is responsible for any third-party costs required to deliver the services (e.g., ad spend, software subscriptions, domain registrations) unless the Service Addendum explicitly states otherwise.

3 Term & Renewal

3.1 This Agreement begins on the Agreement Date and continues for an initial term of _____ months ("Initial Term").

3.2 After the Initial Term, this Agreement automatically renews on a month-to-month basis unless either party provides at least 30 days' written notice of non-renewal.

3.3 Written notice may be delivered by email to the addresses listed in this Agreement.

4 Termination

4.1 Either party may terminate this Agreement:

• Without cause — by providing 30 days' written notice after the Initial Term has ended
• For cause — if the other party materially breaches this Agreement and fails to remedy the breach within 15 days of written notice

4.2 Upon termination:

• All outstanding fees become immediately due and payable
• The Provider will deliver any completed work product to the Client within 14 days
• The Client's license to use Provider-owned materials continues only if the account is paid in full (see Section 5)
• The Provider will provide reasonable assistance to transition services, subject to payment of applicable fees

4.3 Setup fees are non-refundable once work has commenced. If the Client terminates during the Initial Term, any remaining monthly fees for the Initial Term become due as an early termination fee.

5 Intellectual Property & Ownership

5.1 The Provider retains ownership of all intellectual property it creates or develops in performing the services, including but not limited to: website designs and code, automation workflows, chatbot configurations, AI voice scripts, templates, and proprietary systems ("Provider IP").

5.2 The Provider grants the Client a non-exclusive, non-transferable license to use the Provider IP for the Client's business purposes. This license remains in effect for as long as the Client's account is in good standing and all fees are paid.

5.3 If the Client's account becomes delinquent or this Agreement is terminated with an unpaid balance, the license in Section 5.2 is automatically suspended until the balance is resolved.

5.4 All content supplied by the Client (logos, photographs, written copy, brand assets) remains the Client's property. The Provider will not use Client content for any purpose other than delivering the agreed services without prior written consent.

5.5 The Provider may display the Client's name, logo, and a general description of work performed in the Provider's portfolio and marketing materials, unless the Client opts out in writing.

6 Client Responsibilities

6.1 The Client agrees to:

• Provide timely access to accounts, platforms, content, and information needed to perform the services
• Respond to requests for approvals or feedback within 5 business days — delays beyond this may push timelines accordingly
• Ensure all content provided to the Provider is accurate, lawful, and does not infringe any third-party rights
• Maintain valid payment information on file

6.2 If delays caused by the Client result in additional work for the Provider, the Provider may charge for the additional time at a rate of $150 CAD per hour.

7 Confidentiality

7.1 Both parties agree to keep confidential any non-public information received from the other party during this engagement, including business strategies, customer data, pricing, and proprietary methods.

7.2 This obligation survives termination of this Agreement for a period of 2 years.

7.3 Confidential information does not include information that is publicly available, independently developed, or required to be disclosed by law.

8 Limitation of Liability

8.1 The Provider's total liability under this Agreement — whether in contract, tort, negligence, or otherwise — is limited to the total fees paid by the Client in the 12 months preceding the claim.

8.2 Neither party is liable for indirect, incidental, consequential, or punitive damages, including but not limited to lost profits, lost data, or business interruption, regardless of whether such damages were foreseeable.

8.3 The Provider does not guarantee specific business results (e.g., leads generated, revenue increases, search rankings). Marketing outcomes depend on many factors outside the Provider's control.

9 Data & Privacy

9.1 Both parties will comply with applicable Canadian privacy legislation, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and Canada's Anti-Spam Legislation (CASL).

9.2 The Provider will only collect, use, and store personal data as reasonably required to perform the services. The Provider will not sell or share Client data with unrelated third parties.

9.3 If the Provider uses third-party platforms or AI tools in delivering services (e.g., CRM software, AI voice assistants, chatbots), the Provider will disclose which platforms are used upon request.

9.4 The Client is responsible for obtaining any necessary consents from their own customers before sharing customer data with the Provider.

10 General Terms

10.1 Governing Law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

10.2 Dispute Resolution. Before initiating any legal proceeding, both parties agree to attempt to resolve disputes through good-faith negotiation for a minimum of 30 days. If unresolved, disputes shall be submitted to mediation in North Bay, Ontario before either party may commence litigation.

10.3 Non-Solicitation. During the term of this Agreement and for 12 months after termination, neither party will directly solicit or hire the other party's employees or contractors who were involved in performing services under this Agreement.

10.4 Force Majeure. Neither party is liable for delays or failures caused by events beyond their reasonable control, including natural disasters, pandemics, government actions, internet outages, or third-party platform outages.

10.5 Electronic Signatures. This Agreement may be executed electronically. Electronic signatures are legally binding under Ontario's Electronic Commerce Act, 2000.

10.6 Entire Agreement. This Agreement, together with any Service Addendum(s), constitutes the entire agreement between the parties. Any changes must be in writing and agreed to by both parties.

10.7 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions continue in full force and effect.

10.8 Independent Contractor. The Provider is an independent contractor, not an employee, partner, or agent of the Client.