Terms & Conditions
Effective Date: 2026/10/06
Company: Ayra Marketing LTD
Version 1.0
These Service Terms (“Terms”) govern the provision of marketing, advertising, consulting, website, search engine optimization, analytics, tracking, automation, and related services by Ayra Marketing Ltd. (“Ayra,” “we,” “us,” or “our”) to its clients (“Client,” “you,” or “your”).
These Terms apply to Services purchased through an invoice, subscription, proposal, order form, statement of work, or other written confirmation issued or approved by Ayra (collectively, an “Order”).
By signing or otherwise accepting an Order, accepting a proposal, activating a subscription, or paying an invoice that references these Terms, the Client agrees to be bound by these Terms.
1. Services
Ayra will provide the Services described in the applicable Order.
The scope, deliverables, service period, fees, billing frequency, advertising budget, and other project-specific terms will be specified in the applicable Order or otherwise agreed to in writing.
Services or work outside the agreed scope may require additional fees and Client approval before the additional work begins.
Unless expressly stated otherwise in an Order, Ayra retains reasonable professional discretion regarding the methods, platforms, campaign structures, tools, strategies, and implementation used to perform the Services.
2. Fees, Currency and Taxes
The Client agrees to pay the fees specified in the applicable Order.
Unless otherwise stated in writing:
Canadian Clients. Fees for Clients located in Canada are generally quoted and charged in Canadian dollars (CAD).
United States Clients. Fees for Clients located in the United States are generally quoted and charged in United States dollars (USD).
Other Clients. The applicable currency will be stated in the Order.
Applicable sales, use, goods and services, harmonized sales, provincial, or similar taxes required by law will be added to the Client’s charges where applicable.
For Canadian Clients, applicable taxes will be determined in accordance with Canadian tax laws and applicable place-of-supply rules.
For Clients outside Canada, taxes will be charged only where Ayra is required by applicable law to collect and remit them. The Client remains responsible for any taxes, duties, or similar obligations imposed directly on the Client by its jurisdiction.
Advertising spend, platform charges, third-party subscriptions, software, domain registrations, hosting, stock assets, and other third-party expenses are not included in Ayra’s service fees unless expressly stated in the applicable Order.
3. Billing and Payment
Fees are due according to the payment schedule stated in the applicable Order.
Recurring Services may be billed automatically on a monthly or other recurring basis using the payment method authorized by the Client.
The Client authorizes Ayra and its payment processor to charge the applicable recurring fees and taxes according to the agreed billing schedule until the subscription or recurring Service is cancelled or terminated in accordance with these Terms and the applicable Order.
Unless otherwise stated in the Order, recurring service fees are payable in advance for the upcoming service period.
Ayra is not required to begin work, reserve an onboarding date, or continue Services until all amounts then due have been paid.
An anticipated, proposed, or verbally discussed start date does not constitute a reserved onboarding date.
Onboarding dates are confirmed only after receipt of any required first payment and completion of any other onboarding requirements identified by Ayra.
4. Subscriptions and Recurring Services
Where Services are provided on a recurring basis, the billing frequency, initial service period, if any, renewal terms, and recurring fee will be stated in the applicable Order.
Unless a fixed or minimum term is expressly stated in the Order, recurring Services will continue on a month-to-month basis until cancelled in accordance with these Terms.
Any minimum commitment, including an initial three-month, six-month, or other service period, must be expressly stated in the applicable Order.
Ayra may change its fees for future service periods by providing reasonable advance notice to the Client. A fee change will not retroactively affect a service period that has already been paid.
5. Cancellation and Termination
Unless otherwise stated in the applicable Order, either party may terminate month-to-month recurring Services by providing at least 30 days’ written notice.
If an Order includes a minimum initial service period, cancellation does not eliminate the Client’s payment obligations for that agreed period unless otherwise agreed by Ayra in writing.
Ayra may suspend or terminate Services for non-payment, material breach of these Terms, unlawful or misleading Client activity, abusive conduct, failure to provide necessary cooperation or access, or other circumstances that reasonably prevent Ayra from continuing to provide the Services.
Upon termination, Ayra will stop providing Services at the end of the applicable paid or notice period, subject to any outstanding obligations.
Fees already paid for Services performed or service periods already commenced are non-refundable except where otherwise required by applicable law or expressly agreed by Ayra in writing.
6. Client Responsibilities
The Client agrees to provide timely and accurate information, approvals, account access, credentials, assets, business information, and other materials reasonably required for Ayra to perform the Services.
The Client is responsible for:
the accuracy and legality of information concerning its business, products, services, pricing, promotions, licences, certifications, warranties, and claims;
maintaining any licences, insurance, registrations, or permissions required to operate its business;
responding to leads, prospects, and customers;
maintaining sufficient operational capacity to fulfil customer demand;
providing timely approvals, information, and access; and
complying with laws and regulations applicable to its business.
Delays caused by missing access, information, approvals, Client inaction, or technical issues outside Ayra’s reasonable control may affect timelines and results and do not automatically suspend or extend billing periods.
7. Advertising Budgets and Third-Party Platforms
Advertising budgets are separate from Ayra’s management fees unless expressly stated otherwise in the applicable Order.
Where reasonably possible, advertising spend should be paid directly by the Client to the applicable advertising platform.
Ayra does not control and is not responsible for third-party platform outages, account suspensions, policy changes, algorithm changes, verification requirements, rejected advertisements, platform billing issues, or other actions or decisions made by Google, Meta, Microsoft, TikTok, or other third-party providers.
Ayra may assist the Client with resolving such issues where reasonably possible but cannot guarantee their resolution.
Third-party products and services are also subject to the applicable provider’s own terms, policies, pricing, and availability.
8. No Guarantee of Results
Marketing and advertising performance depends on numerous factors outside Ayra’s control, including market conditions, competition, pricing, demand, Client sales processes, website performance, reputation, geographic location, advertising platforms, budgets, and customer behaviour.
Ayra does not guarantee any specific number of leads, calls, appointments, customers, sales, revenue, rankings, return on advertising spend, cost per lead, cost per acquisition, or other business outcome unless expressly agreed in writing.
Any forecasts, estimates, targets, benchmarks, projections, case studies, historical results, or examples discussed or provided by Ayra are for informational and planning purposes and do not constitute guarantees of future performance.
9. Intellectual Property and Account Ownership
The Client retains ownership of its pre-existing trademarks, logos, content, business information, accounts, and other materials supplied to Ayra.
Upon full payment of all applicable fees, the Client will own final custom deliverables specifically created and paid for under the applicable Order, unless otherwise stated in that Order.
Ayra retains ownership of its pre-existing materials, processes, methodologies, templates, frameworks, systems, know-how, internal tools, scripts, prompts, reporting structures, strategies, and reusable components.
Where practical, advertising, analytics, and similar accounts created specifically for the Client should be created in, or transferred to, Client-controlled accounts.
Third-party software, templates, fonts, stock assets, plugins, platforms, and other licensed materials remain subject to their respective licence terms.
10. Confidentiality
Each party agrees to use reasonable care to protect confidential business, technical, financial, customer, and account information received from the other party and not to disclose such information except as reasonably required to provide the Services, comply with applicable law, or with the other party’s permission.
Ayra may use employees, contractors, software providers, advertising platforms, analytics providers, automation tools, and other service providers as reasonably necessary to perform the Services, subject to applicable confidentiality and data protection obligations.
11. Portfolio and Case Studies
Unless the Client requests otherwise in writing, Ayra may identify the Client as a customer and display the Client’s name, logo, publicly available website, and non-confidential work product in Ayra’s portfolio, website, presentations, and marketing materials.
Non-public performance data, revenue information, customer information, or other confidential business information will not be publicly disclosed without the Client’s permission unless presented in an anonymized or aggregated manner that does not reasonably identify the Client.
12. Limitation of Liability
To the maximum extent permitted by applicable law, Ayra will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost business opportunities, loss of goodwill, or loss of data arising from or related to the Services.
To the maximum extent permitted by applicable law, Ayra’s total aggregate liability arising out of or relating to an applicable Order or the Services will not exceed the total service fees actually paid by the Client to Ayra under the applicable Order during the six (6) months immediately preceding the event giving rise to the claim.
Advertising spend and amounts paid to third-party platforms or providers are not considered fees paid to Ayra for purposes of this limitation.
Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited under applicable law.
13. Indemnification
The Client agrees to indemnify and hold harmless Ayra, its directors, employees, and contractors from third-party claims, damages, liabilities, and reasonable costs arising from Client-provided materials, false or unlawful claims concerning the Client’s products or services, the Client’s violation of applicable law, or the Client’s business operations, except to the extent directly caused by Ayra’s own unlawful conduct.
14. Independent Contractor
Ayra provides Services as an independent contractor.
Nothing in these Terms creates an employment relationship, partnership, joint venture, franchise, fiduciary relationship, or agency relationship between Ayra and the Client.
Neither party has authority to bind the other except where expressly agreed in writing.
15. Changes to Services
The Client and Ayra may agree in writing to modify the scope, budget, Services, deliverables, or other Order terms.
Material changes to scope may result in additional fees or revised timelines.
Email or other written electronic communication may be sufficient to document operational changes agreed between the parties.
16. Changes to These Terms
Ayra may update these Terms from time to time.
Material changes affecting an active recurring Service will apply prospectively and will be communicated to the Client with reasonable notice.
The version of the Terms applicable when an Order is accepted will govern that Order until updated Terms become effective in accordance with this section.
17. Governing Law
These Terms and any applicable Order will be governed by the laws of the Province of Alberta and the applicable federal laws of Canada, without regard to conflict-of-law principles.
Subject to applicable law, the parties agree that disputes arising from these Terms or the Services will be submitted to the courts located in Alberta, Canada.
18. Order of Precedence
If there is a conflict between these Terms and an applicable Order, the applicable Order will control with respect to the specific commercial or service terms expressly stated in that Order.
All other provisions of these Terms remain in effect.
19. Entire Agreement
These Terms together with the applicable Order constitute the agreement between Ayra and the Client regarding the applicable Services and supersede prior discussions or communications concerning those Services.
No waiver or amendment will be effective unless agreed to in writing.
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
20. Electronic Communications and Acceptance
The Client agrees that agreements, approvals, notices, invoices, subscriptions, and other communications relating to the Services may be provided electronically.
Electronic acceptance, including payment of an invoice or activation of a subscription that references these Terms, constitutes acceptance of these Terms to the extent permitted by applicable law.
21. Contact
Questions regarding these Terms may be directed to:
Ayra Marketing Ltd.
Edmonton, Alberta, Canada
Website: ayramarketing.ca
Email: info@ayramarketing.ca