Service agreement

Effective Date: April 30, 2026
Last Updated: August 12, 2026
Jurisdiction: Ontario, Canada
Version: 1.2

Contracting Party: Canada Business Consulting
CBC at Suite 221, 312 Dolomite Drive, Toronto, ON M3J2N2 Canada
Phone: (+1) 416-865-9166 xt. 222

This Agreement contains important provisions including limitations of liability (Section 13), disclaimer of warranties (Section 14), CASL compliance obligations (Section 10), and binding arbitration (Section 19). Please read this Agreement in its entirety before signing.

1. Parties and Definitions

1.1. Parties

This Master Services Agreement (“Agreement”) is entered into between Canada Business Consulting, a corporation incorporated in Ontario, Canada; and Client or Partner, the individual, entity, or business identified during registration or in an executed Order Form.

1.2. Key Definitions

Term	Definition
“Services”	All products, software, AI-powered tools, automation systems, content creation, marketing, lead generation, document processing, design, and related professional services provided by Canada Business Consulting, including Canada Business Consulting AI Marketer, AISalesPro, DocFlowAI, and any design or marketing engagements.
“White-Label Services”	Services delivered by a Partner to End Clients under the Partner’s own brand, powered by Canada Business Consulting’s proprietary technology and systems.
“Partner”	A business or individual authorized by Canada Business Consulting in writing to resell or distribute White-Label Services under the Partner’s brand.
“End Client”	A customer of a Partner who receives White-Label Services. End Clients are not in direct contractual privity with Canada Business Consulting unless separately agreed.
“Deliverables”	Any content, reports, materials, automations, or outputs created specifically for Client as part of the Services.
“Platform”	Canada Business Consulting’s proprietary technology stack, automation infrastructure, AI models, workflows, integrations, and associated systems.
“Confidential Information”	Any non-public information disclosed by either party, including business plans, client data, technical specifications, pricing, and proprietary systems.
“Advertising Platform”	A third-party platform on which Client maintains accounts or assets used in the Services, including Meta (Facebook, Instagram, WhatsApp, Threads), TikTok, Google, and similar platforms, together with their APIs and business tools.
“Platform Data”	Any data obtained from an Advertising Platform’s APIs or business tools in connection with Client’s accounts or assets, as further described in Canada Business Consulting’s Privacy Policy.

2. Scope of Services

2.1. Services Provided

Canada Business Consulting agrees to provide the Services identified in the applicable Order Form or as selected by Client during electronic onboarding. The specific deliverables, timelines, and performance parameters shall be as described in the Order Form and any accompanying Service Schedule.

2.2. Service Commencement

Services commence on the Start Date identified in the Order Form or, if no Start Date is specified, within five (5) business days following receipt of the completed intake information from Client.

2.3. Client Cooperation

Client acknowledges that successful delivery of the Services depends on timely provision of access credentials, brand assets, business information, and approvals as reasonably requested by Canada Business Consulting. Canada Business Consulting shall not be liable for delays caused by Client’s failure to cooperate or provide required materials.

2.4. Modifications to Scope

Any changes to the agreed scope of Services must be documented in a written Change Order signed (or electronically approved) by both parties. Additional work not covered by the original Order Form will be quoted and invoiced separately.

2.5. Subcontractors and AI Tools

Canada Business Consulting may engage subcontractors, third-party platforms, and AI-powered tools in delivering the Services. All third-party providers are bound by confidentiality obligations consistent with this Agreement. Client consents to the use of such tools as part of the service delivery process.

2.6. Advertising Platform Access & Authorization

Where the Services involve Client’s accounts or assets on an Advertising Platform:

(a) Client appoints Canada Business Consulting as its authorized agent to access and operate the specific accounts and assets identified in the Order Form or shared by Client, and represents that it has full authority to grant such access;

(b) access is granted exclusively through the Advertising Platform’s own delegated-access mechanisms (for example, Meta Business Manager partner access or TikTok Business Center access). Canada Business Consulting does not request, and Client must not send, usernames or passwords for any Advertising Platform account. Credentials sent in breach of this clause will be deleted and access re-established through the platform’s delegated-access system;

(c) Client retains ownership and ultimate control of its accounts and assets at all times and may revoke Canada Business Consulting’s access from Client’s own platform settings at any moment, without notice;

(d) Canada Business Consulting will access and use Client’s accounts, assets and Platform Data only to deliver the Services, in accordance with the platform policies referenced in Section 8.4 and Canada Business Consulting’s Privacy Policy, and will not use them for any other client or purpose;

(e) media budgets and advertising spend are charged by the Advertising Platform directly to Client’s own payment method on Client’s own account, as further described in Section 3.7.

3. Fees, Payment & Setup

3.1. Fees

Client agrees to pay the fees set out in the applicable Order Form, consisting of recurring Monthly Subscription Fees. There is no setup fee. The first calendar month of service is provided at no charge (the “Free Month”). All fees are quoted in Canadian Dollars (CAD) unless otherwise specified.

3.2. Free Setup Period

Canada Business Consulting does not charge for the setup and onboarding period. Client’s first month of access is free of charge and covers the period during which Client completes the intake process and Canada Business Consulting configures the Platform. No setup, onboarding, or integration fee is charged at any point.

3.3. Monthly Subscription Fees

From the second month onwards, Monthly Subscription Fees are billed in advance on the same calendar date each month (“Billing Date”). Client authorizes Canada Business Consulting to charge the payment method on file on each Billing Date for the full monthly amount. Billing is monthly with no annual commitment required. Failure to maintain a valid payment method constitutes a material breach of this Agreement.

3.4. Late Payment

Any amount not received within seven (7) days of the Billing Date will accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower. Canada Business Consulting reserves the right to suspend Services immediately upon non-payment.

3.5. Taxes

All fees are exclusive of applicable taxes. Client is responsible for all applicable federal, provincial, state, and local taxes, including HST/GST and any withholding taxes.

3.6. Fee Adjustments

Canada Business Consulting may adjust its standard fees with no less than thirty (30) days’ written notice prior to the start of a new subscription term. Continued use of the Services after the effective date of the adjustment constitutes Client’s acceptance of the new fees.

3.7. Advertising Spend

Advertising and media budgets are separate from Canada Business Consulting’s fees. All media spend is charged by the relevant Advertising Platform directly to Client’s own payment method on Client’s own advertising account. Canada Business Consulting does not receive, hold, mark up or refund media spend, and is not a party to Client’s billing relationship with any Advertising Platform. Refunds, credits and billing disputes concerning media spend are governed solely by the relevant platform’s own policies; Canada Business Consulting will reasonably assist Client in raising such disputes with the platform.

4. Free Month & Intake Period

4.1. Free First Month

All Clients receive the first calendar month of service (30 days from the Service Start Date) at no charge. During the Free Month, Client is expected to complete the intake process at intake.zalvica.com/marketing-intake-form and provide all required brand assets, credentials, and information.

4.2. Intake Completion Deadline

Client has a maximum of three (3) calendar months from the Service Start Date to complete the intake process. If Client does not complete the intake by the Intake Deadline: (a) Canada Business Consulting will charge one (1) full month’s subscription fee; (b) the subscription will be placed in a paused state; (c) the subscription may be reactivated at any time by Client completing the intake and notifying Canada Business Consulting in writing.

4.3. Transition to Active Subscription

Upon completion of the intake process within the Intake Deadline, the Service transitions to an active paid subscription starting on the first day of the second calendar month following the Service Start Date. The Free Month is available once per Client entity and may not be combined with other promotional offers.

4.4. No Results Guarantee During Free Month

The Free Month is intended to facilitate onboarding and Platform configuration. Canada Business Consulting makes no representation that specific business results will be achieved during the Free Month or intake period.

5. Term & Renewal

5.1. Initial Term

This Agreement commences on the Effective Date and continues for the initial term specified in the Order Form (typically six (6) months), unless earlier terminated in accordance with Section 7.

5.2. Automatic Renewal

Upon expiry of the Initial Term, this Agreement will automatically renew for successive one (1) month periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

5.3. Effect of Renewal

Renewal terms are subject to the fees in effect at the time of renewal and the then-current version of this Agreement as published on Canada Business Consulting’s website.

6. Cancellation & Refund Policy

6.1. Cancellation by Client

Client may cancel the Services by providing written notice to Canada Business Consulting at least thirty (30) days prior to the next Billing Date. Cancellation takes effect at the end of the then-current billing period.

6.2. No Pro-Rata Refunds

Monthly fees are not refundable on a pro-rata or partial basis. If Client cancels mid-cycle, Services will continue until the end of the paid period, after which access will be discontinued.

6.3. Non-Refundable Items

The following are strictly non-refundable: (a) the one-month fee charged upon expiry of the Intake Deadline; (b) fees for completed work, reports, or content already delivered; (c) fees for the current billing cycle at time of cancellation; (d) any monthly fees for periods during which active Services were delivered.

6.4. Cancellation by Canada Business Consulting

Canada Business Consulting may cancel this Agreement with thirty (30) days’ written notice for any reason, or immediately for cause. In the event of cancellation by Canada Business Consulting without cause, Canada Business Consulting will refund the pro-rata portion of any prepaid monthly fees for the unused portion of the then-current billing cycle.

For complete billing details, see the Refund & Cancellation Policy.

7. Termination

7.1. Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach that is not cured within fifteen (15) days of written notice; (b) becomes insolvent or makes an assignment for the benefit of creditors; or (c) violates any applicable law in a manner that materially affects this Agreement.

7.2. Effect of Termination

Upon termination or expiry: (a) all licenses granted hereunder cease immediately; (b) each party will return or destroy the other party’s Confidential Information within ten (10) business days; (c) Client’s access to the Platform will be revoked; and (d) all outstanding payment obligations survive termination.

7.3. Delivery of Client Materials

Following termination, Canada Business Consulting will make Client’s Deliverables available for download for a period of thirty (30) days. After this period, Canada Business Consulting may permanently delete all Client data without further obligation. Upon termination, Canada Business Consulting will also cease to use Client’s Advertising Platform access, will support Client in removing Canada Business Consulting as a partner in Client’s platform settings, and will delete Platform Data in accordance with the Privacy Policy.

8. Client Obligations & Acceptable Use

8.1. Accurate Information

Client represents and warrants that all information provided to Canada Business Consulting, including business details, contact lists, brand assets, and intake form data, is accurate, complete, and lawfully obtained.

8.2. Prohibited Uses

Client shall not use the Services to: send spam or communications that violate CASL, CAN-SPAM, GDPR, or any applicable law; distribute illegal, defamatory, fraudulent, or harmful content; infringe the intellectual property rights of any third party; engage in deceptive trade practices or false advertising; or circumvent, reverse-engineer, or attempt to replicate the Platform.

8.3. Content Review and Approval

Where the Services include AI-generated or agency-produced content, Client is responsible for reviewing and approving such content before publication. Approval by Client (including implied approval through inaction after the agreed review window) constitutes Client’s acceptance of the content.

8.4. Advertising Platform Policies

Client shall comply, and shall ensure its content, products, landing pages and instructions comply, with the policies of each Advertising Platform used in the Services, including the Meta Advertising Standards, Meta Platform Terms, Meta Business Tools Terms, Meta Community Standards, TikTok Advertising Policies, TikTok Community Guidelines and TikTok Business Products (Data) Terms. Canada Business Consulting may decline, pause or withdraw any instruction, content or campaign that in its reasonable judgment would breach a platform policy or applicable law, and such action is not a breach of this Agreement. Client acknowledges that Advertising Platforms may reject content, restrict or suspend accounts, or change policies, pricing and algorithms at their sole discretion, and that Canada Business Consulting has no control over, and no liability for, such platform actions.

9. Intellectual Property

9.1. Canada Business Consulting Platform & Technology

Canada Business Consulting retains all right, title, and interest in and to the Platform, including all underlying AI models, automation workflows, proprietary systems, templates, processes, methodologies, and any improvements or derivatives thereof. Nothing in this Agreement constitutes a transfer of ownership of the Platform or any Canada Business Consulting technology.

9.2. Deliverables

Subject to full payment of all fees owing, Canada Business Consulting grants Client a perpetual, non-exclusive, royalty-free license to use the Deliverables specifically created for Client. This license does not extend to the Platform or any underlying technology.

9.3. Client Materials

Client retains all ownership of its pre-existing brand assets, trademarks, content, data, and intellectual property provided to Canada Business Consulting. Client grants Canada Business Consulting a limited, non-exclusive license to use Client Materials solely for the purpose of performing the Services during the term of this Agreement.

9.4. Portfolio Rights

Client grants Canada Business Consulting the right to display Deliverables in Canada Business Consulting’s portfolio, website, case studies, and marketing materials, unless Client provides written notice requesting exclusion within thirty (30) days of delivery.

9.5. No Reverse Engineering

Client shall not reverse engineer, decompile, or otherwise attempt to derive the source code or algorithms of the Platform, or use the Services in any manner intended to compete with Canada Business Consulting’s business.

10. Anti-Spam Compliance (CASL, CAN-SPAM & International)

This Section applies specifically where Canada Business Consulting provides outreach, email marketing, or lead generation services on Client’s behalf. Penalties under CASL reach CAD $10 million per violation for organizations. Client assumes full compliance responsibility for all outreach campaigns run under their brand.

10.1. Client’s Compliance Warranty

Client represents and warrants that all contact lists and email addresses provided to Canada Business Consulting for outreach purposes have been lawfully obtained and carry valid express or implied consent under CASL, CAN-SPAM, GDPR, and any other applicable anti-spam or data protection law. Client will honor all opt-out requests within the timeframes prescribed by applicable law.

10.2. Canada Business Consulting’s Role

Canada Business Consulting acts as a technology service provider and marketing agent on Client’s behalf. Canada Business Consulting does not independently verify whether Client’s contact lists comply with applicable law. Client remains the legal sender and is ultimately responsible for compliance.

10.3. Indemnification for Compliance Breaches

Client shall indemnify, defend, and hold harmless Canada Business Consulting from any regulatory fines, penalties, claims, damages, or legal costs arising from Client’s breach of CASL, CAN-SPAM, GDPR, or any other anti-spam or privacy law.

11. Confidentiality

11.1. Mutual Obligations

Each party agrees to hold the other party’s Confidential Information in strict confidence; not disclose Confidential Information to any third party without prior written consent, except to employees, contractors, or agents who need to know and are bound by equivalent confidentiality obligations; and use Confidential Information only for the purposes of performing obligations under this Agreement.

11.2. Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is required to be disclosed by law or court order.

11.3. Duration

Confidentiality obligations survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets, for which obligations survive indefinitely.

12. Data Protection & Privacy

Canada Business Consulting will collect and process personal information provided by Client solely for the purpose of delivering the Services, in accordance with Canada Business Consulting’s Privacy Policy and applicable law, including PIPEDA, applicable provincial privacy legislation, and GDPR where applicable. Canada Business Consulting will implement commercially reasonable technical and organizational security measures to protect Client data against unauthorized access, disclosure, or loss. Platform Data is handled exclusively as described in Sections 4.6, 6.5, 8, 15 and 16 of the Privacy Policy, which form part of this Agreement.

13. Limitation of Liability

To the maximum extent permitted by applicable law, Canada Business Consulting’s total aggregate liability to Client for any claims arising out of or in connection with this Agreement shall not exceed the total fees paid by Client to Canada Business Consulting in the three (3) month period immediately preceding the event giving rise to the claim.

Canada Business Consulting shall not be liable for any: (a) indirect, incidental, special, consequential, or punitive damages; (b) loss of profits, revenue, business, or data; (c) damage to reputation or goodwill; or (d) business interruption losses, even if Canada Business Consulting has been advised of the possibility of such damages. Without limiting the foregoing, Canada Business Consulting is not liable for the decisions, actions or omissions of any Advertising Platform, including content rejections, reach or delivery fluctuations, account or asset restrictions or suspensions, policy changes, or API availability.

14. Disclaimer of Warranties

The Services and Platform are provided “as is” and “as available” without warranty of any kind, express or implied. To the maximum extent permitted by applicable law, Canada Business Consulting expressly disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from a course of dealing or usage of trade. Canada Business Consulting does not warrant that the Services will be uninterrupted, error-free, or free from harmful components.

15. Indemnification

Client agrees to indemnify, defend, and hold harmless Canada Business Consulting and its officers, directors, employees, agents, and successors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Client’s use of the Services in violation of this Agreement or applicable law; (b) Client’s breach of any representation or warranty; (c) Client’s infringement of any third-party intellectual property rights; or (d) Client’s failure to comply with applicable anti-spam, privacy, or data protection laws; or (e) Client’s breach of any Advertising Platform policy referenced in Section 8.4.

16. White-Label Partner Addendum

16.1. Authorization

Canada Business Consulting grants Partner a non-exclusive, non-transferable right to offer White-Label Services to End Clients under Partner’s own brand. This right is personal to Partner and may not be sublicensed or transferred without Canada Business Consulting’s prior written consent.

16.2. Partner Obligations

Partner shall: (a) maintain its own agreements with End Clients consistent with the terms of this Agreement; (b) not make representations about the Services that exceed Canada Business Consulting’s documented capabilities; (c) handle all End Client billing, support, and relationship management independently; and (d) execute a Data Processing Agreement with Canada Business Consulting prior to sharing any End Client personal data.

16.3. Brand Use

Partner must not disclose Canada Business Consulting as the underlying service provider without Canada Business Consulting’s prior written consent. Canada Business Consulting will not proactively disclose the white-label relationship to End Clients.

16.4. Liability for End Clients

Partner assumes full liability for the actions, omissions, and compliance obligations of its End Clients. Canada Business Consulting is not a party to any agreement between Partner and its End Clients and has no liability to End Clients under any circumstances.

17. Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months following its termination or expiry, Client shall not, directly or indirectly, solicit, recruit, or hire any employee, contractor, or agent of Canada Business Consulting who was involved in delivering the Services to Client, without Canada Business Consulting’s prior written consent.

18. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond the party’s reasonable control, including acts of God, natural disasters, pandemic or epidemic events, war, terrorism, government actions, cyber-attacks on infrastructure, or prolonged power or internet outages, or suspension, restriction, outage or material policy or API change of an Advertising Platform. The affected party shall notify the other party promptly and use commercially reasonable efforts to mitigate the impact.

19. Governing Law & Dispute Resolution

19.1. Governing Law

This Agreement shall be 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 United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2. Informal Resolution

Before initiating any formal dispute proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. Either party may initiate this process by delivering written notice describing the dispute. The parties shall have thirty (30) days from delivery of such notice to resolve the dispute.

19.3. Arbitration

If a dispute is not resolved within the informal resolution period, it shall be referred to and finally resolved by binding arbitration administered by the ADR Institute of Canada under its Commercial Arbitration Rules, conducted in English in Toronto, Ontario, before a single arbitrator. The arbitrator’s decision shall be final and binding.

19.4. Class Action Waiver

To the extent permitted by law, Client waives any right to participate in any class action lawsuit or class-wide arbitration in connection with any dispute arising under this Agreement.

19.5. International Clients

For Clients or Partners located outside Canada, this Agreement and any dispute arising hereunder shall still be governed by Ontario law and resolved in Toronto, Ontario, unless expressly agreed otherwise in an Order Form.

20. General Provisions

20.1. Entire Agreement

This Agreement, together with all Order Forms, Schedules, and Addenda incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, and understandings, whether oral or written.

20.2. Amendments

Canada Business Consulting may amend this Agreement at any time by publishing an updated version on its website with at least thirty (30) days’ notice to Client. Continued use of the Services after the effective date of any amendment constitutes acceptance.

20.3. Assignment

Client may not assign, transfer, or delegate any right or obligation under this Agreement without Canada Business Consulting’s prior written consent. Canada Business Consulting may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations herein.

20.4. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

20.5. Notices

All notices required or permitted under this Agreement shall be in writing and delivered by email with confirmation of receipt, registered mail, or courier. Notices to Canada Business Consulting shall be directed to: [email protected].

20.6. Electronic Signatures

Electronic signatures, including click-wrap acceptance during online registration, are legally binding and of full force and effect, consistent with the Electronic Commerce Act, 2000 (Ontario) and the federal Electronic Documents Act.

20.7. Language

The parties have agreed that this Agreement and all related documents shall be drawn up in English. Les parties ont convenu que la présente entente et tous les documents s’y rattachant soient rédigés en anglais.

Canada Business Consulting | zalvica.com | [email protected] | Version 1.2 | Effective April 30, 2026