Terms of Service

These Terms of Service (“Terms”) govern your use of the Elm Media Co. website at elmmediaco.com and any services provided by Elm Media Co. (“we,” “us,” or “our”). By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you should not use our website or services.

1. Acceptance of Terms

By engaging Elm Media Co. for any services, signing a service agreement or proposal, making any payment to Elm Media Co., or using this website for any purpose, you confirm that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy. These Terms apply to all visitors, users, and clients of Elm Media Co.

If you are entering into these Terms on behalf of a company, organisation, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” refer to that entity. If you do not have such authority, you may not accept these Terms on behalf of the entity.

Elm Media Co. reserves the right to update or modify these Terms at any time. Material changes will be communicated to active clients in writing. Continued use of our website or services following any changes constitutes acceptance of the revised Terms.

2. Services

Elm Media Co. provides digital marketing services as outlined in individual service agreements, proposals, or statements of work presented to and accepted by each client. Our services may include, but are not limited to: search engine optimisation (SEO), Google Ads and pay-per-click (PPC) campaign management, web design and development, content marketing and copywriting, social media strategy and management, local SEO, and related digital marketing consulting and strategy services.

The specific scope of services, deliverables, timelines, and pricing applicable to your engagement are defined in the service agreement or proposal document accepted by both parties. In the event of any conflict between these Terms and a signed service agreement, the service agreement shall take precedence with respect to the specific services described therein. These Terms continue to apply in all other respects.

Elm Media Co. reserves the right to subcontract any part of the services to qualified third-party specialists or contractors, provided that we remain responsible for the quality and delivery of work performed on your behalf. We will not disclose your confidential information to subcontractors beyond what is necessary for the delivery of services.

3. Payment Terms

All invoices issued by Elm Media Co. are due and payable within thirty (30) days of the invoice date, unless an alternative payment schedule has been agreed upon in writing prior to the commencement of services. Payment is due in Canadian dollars unless an alternative currency is expressly agreed to in writing.

Accounts outstanding beyond the 30-day payment term are subject to a late payment charge of one and one-half percent (1.5%) per month (18% per annum) on the outstanding balance, calculated from the due date until the date of payment in full. Elm Media Co. reserves the right to suspend active services on any account with an outstanding balance exceeding 30 days until the account is brought current, without prejudice to any other rights or remedies available to us.

Project-based work (including, but not limited to, web design and development engagements) requires a deposit prior to the commencement of work. The deposit amount will be specified in the project proposal or service agreement and is non-refundable once work has commenced, except in cases where Elm Media Co. is unable to perform the agreed services. The balance of project fees is due upon project completion or as otherwise specified in the agreement.

Monthly retainer services are invoiced at the start of each billing period. Clients who cancel retainer services in accordance with the termination provisions below remain responsible for any fees incurred up to the effective date of termination, including any partial-month fees for services already delivered.

4. Intellectual Property

Upon receipt of payment in full for the relevant services, all work product created by Elm Media Co. specifically for the client and as described in the applicable service agreement — including website designs, written content, graphics, and campaign assets — will become the property of the client. Prior to full payment, all work product remains the property of Elm Media Co.

Elm Media Co. retains the right to display completed work as part of our portfolio, in case studies, and in marketing materials, and to reference the client’s name and general results achieved (e.g., “increased organic traffic by X%”) in promotional materials. Where a client reasonably requests that specific sensitive business data or proprietary information not be disclosed, Elm Media Co. will honour such requests and present the work in an appropriately anonymised manner.

Elm Media Co. retains all rights in pre-existing intellectual property, proprietary methodologies, frameworks, templates, tools, and processes that we bring to an engagement. Nothing in these Terms transfers ownership of Elm Media Co.’s pre-existing intellectual property to the client. We grant the client a non-exclusive licence to use any such materials incorporated into deliverables solely for the purposes of the services provided.

Clients represent and warrant that any materials, content, images, logos, or other assets provided to Elm Media Co. for use in the services do not infringe any third-party intellectual property rights, and that the client has full authority to grant Elm Media Co. the right to use such materials in the delivery of services.

5. Confidentiality

Both Elm Media Co. and the client agree to treat as strictly confidential all non-public information received from the other party in connection with the services. Confidential information includes, but is not limited to: business strategies and plans, pricing structures, client lists and relationships, financial data, proprietary processes, technical systems, marketing strategies, and any other information designated as confidential or that a reasonable person would consider to be of a confidential nature.

Each party agrees not to disclose the other’s confidential information to any third party without prior written consent, except as required by law or as necessary for the delivery of the services (e.g., disclosure to authorised subcontractors under an equivalent confidentiality obligation). This confidentiality obligation survives the termination of the service relationship for a period of three (3) years.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the confidential information; or (d) is required to be disclosed by applicable law, court order, or government authority, provided the disclosing party gives prompt written notice (to the extent permitted by law) so that the other party may seek a protective order.

6. Limitation of Liability

To the maximum extent permitted by applicable law, Elm Media Co. shall not be liable for any indirect, incidental, special, consequential, or punitive damages of any kind, including but not limited to: loss of revenue, loss of profits, loss of business, loss of data, loss of goodwill, or cost of substitute services, even if Elm Media Co. has been advised of the possibility of such damages.

In the event that Elm Media Co. is found liable for any claim arising out of or related to these Terms or the services provided, our total aggregate liability shall not exceed the total fees paid by the client to Elm Media Co. in the three (3) months immediately preceding the event giving rise to the claim. This limitation applies regardless of the theory of liability, whether in contract, tort, negligence, strict liability, or otherwise.

Some jurisdictions do not allow the exclusion or limitation of certain types of damages. In such jurisdictions, our liability is limited to the fullest extent permitted by applicable law.

7. No Guarantee of Results

Elm Media Co. does not guarantee specific search engine rankings, traffic levels, conversion rates, lead volumes, or revenue outcomes. Digital marketing results depend on a wide variety of factors outside our control, including search engine algorithm changes, competitive market conditions, the client’s industry and geographic market, website quality and technical factors, and the actions of third parties including search engines and advertising platforms.

While we are committed to delivering professional, high-quality services based on current best practices, and while we will work diligently to achieve the goals outlined in your service agreement, past results achieved for other clients are not a guarantee of similar results for your business. Any projections, forecasts, or estimates of potential outcomes provided by Elm Media Co. are illustrative only and should not be relied upon as a guarantee of future performance.

We recommend that clients maintain realistic expectations regarding the timelines required for organic marketing channels such as SEO, which typically require a minimum of three to six months before measurable improvements are observed. Paid advertising channels such as Google Ads can produce more immediate results but are subject to fluctuations based on budget, competition, and platform changes.

8. Termination

Either party may terminate ongoing service arrangements by providing thirty (30) days written notice to the other party, unless an alternative notice period is specified in the applicable service agreement. Written notice may be provided by email to the relevant contact on record for each party. Notice periods begin on the date the written notice is received.

The client remains responsible for all fees and charges incurred up to and including the effective date of termination. Any deposit or prepaid retainer fees covering services not yet delivered as of the termination date will be refunded on a pro-rata basis, less any reasonable costs already incurred by Elm Media Co. in connection with the services.

Elm Media Co. reserves the right to terminate services immediately, without notice, in cases where: the client engages in conduct that is unlawful, unethical, or that could cause harm to Elm Media Co.’s reputation; the client fails to make payment within 60 days of the invoice due date despite reasonable efforts to resolve the matter; or the client materially breaches these Terms or any service agreement and fails to remedy the breach within 14 days of receiving written notice of the breach.

Upon termination, each party will promptly return or destroy the other party’s confidential information. Elm Media Co. will provide the client with reasonable assistance to transition services to another provider, at our standard hourly rates, for a period of up to 30 days following termination.

9. Governing Law

These Terms of Service and any disputes or claims arising out of or in connection with them, or their subject matter or formation (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

The parties irrevocably agree that the courts of the Province of Ontario, Canada, shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or their subject matter or formation. Both parties consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.

Before initiating any legal proceedings, both parties agree to make a good-faith effort to resolve any dispute through direct negotiation. If a dispute cannot be resolved through negotiation within thirty (30) days, either party may then pursue their available legal remedies.

10. Contact

If you have any questions about these Terms of Service, wish to discuss your service agreement, or need to provide any notice under these Terms, please contact us using the details below:

Email: hello@elmmediaco.com

Mail: Elm Media Co., Toronto, Ontario, Canada

We aim to respond to all enquiries within two business days. For urgent contractual matters, we recommend contacting us by email and noting the urgency of the matter in the subject line.