TERMS AND CONDITIONS (MASTER SERVICE AGREEMENT)

Last Updated: April 25, 2026

This Master Service Agreement (“Agreement”) governs the provision of digital marketing, SaaS, and AI automation services (“Services”) by Agence Frontline (“Agency,” “we,” “us”) to you (“Client,” “you”).

This Agreement is a legally binding contract. By executing a specific Service Agreement, proposal, or by paying the first invoice issued by the Agency, the Client acknowledges and agrees to be bound by all terms and conditions set forth herein.

1. Definitions

“SaaS Platform” refers to the Agency’s proprietary CRM, funnels, automated workflows, and communication tools built on the GoHighLevel platform, accessible to the Client via a web and mobile application.
“Management Fee” refers to the recurring monthly fee paid by the Client to the Agency for the provision of Services as outlined in the Service Agreement.
“Ad Spend” refers to the funds paid directly by the Client to third-party advertising platforms, including but not limited to Google Ads, Meta (Facebook/Instagram) Ads, and YouTube Ads. The Agency does not collect, handle, or remit Ad Spend.
“Client Data” refers to all information, data, lead contact details, and customer lists provided by the Client or generated on behalf of the Client and stored within the SaaS Platform.
“Service Agreement” refers to the specific proposal or contract document signed by the Client which outlines the selected service tier, fees, and initial term.

2. Scope of Services

The Agency’s obligations are strictly limited to those defined within the Client’s selected service tier as specified in the Service Agreement.

2.1. Tier 0 (Digital Toolkit): The Agency will provide the Client with a license to access and use the SaaS Platform. Responsibilities are limited to the initial setup, configuration, and ensuring the technical availability of the platform. The Agency is not responsible for the quantity or quality of leads the Client generates through their own use of the platform.
2.2. Tier 1 (Lead Kickstart): The Agency will provide management of advertising traffic on behalf of the Client. The Agency’s primary deliverable is the generation of ad impressions, clicks, and raw form-fills/calls from the agreed-upon ad platforms. The Agency makes no warranty or guarantee regarding the quality, intent, or conversion potential of any resulting leads.
2.3. Tier 2 (Growth Engine): In addition to Tier 1 services, the Agency will deploy automated lead qualification sequences using the SaaS Platform’s AI Agent. This service is a tool to filter leads based on pre-defined criteria. The Agency does not guarantee that every lead marked “qualified” will result in a sale.
2.4. Tier 3 (Market Dominator): In addition to Tier 2 services, the Agency will deploy AI Voice agents and provide closed-loop tracking. “Territory Exclusivity” will be strictly defined by the specific postal codes listed in the Service Agreement. For performance models, a “Show-Up” is defined as a lead marked “attended” in the SaaS Platform calendar and verified by the Client within 48 hours.

3. Client Obligations

3.1. Access and Cooperation: The Client shall provide the Agency with timely access to all necessary third-party accounts, business information, and brand assets required to perform the Services. Delays on the Client’s part may impact campaign timelines, for which the Agency is not liable.
3.2. Ad Spend Accounts: The Client is solely responsible for placing and maintaining a valid credit card on file with all third-party advertising platforms. The Client authorizes the Agency to manage campaigns within the budgets set in the Service Agreement. Any failure to maintain a valid payment method resulting in campaign suspension is the sole responsibility of the Client.
3.3. Compliance with Laws: The Client warrants that its business, services, and any offers promoted are in full compliance with all applicable federal, provincial, and municipal laws and regulations.
3.4. Acceptable Use of SaaS Platform: The Client agrees not to use the SaaS Platform for any unlawful purpose, including spamming in violation of Canada’s Anti-Spam Legislation (CASL), harassment, or the promotion of illegal activities.

4. Financial Terms

4.1. Fees: The Client agrees to pay the Management Fee as specified in the Service Agreement. All fees are quoted in Canadian Dollars (CAD).
4.2. Taxes: All fees are exclusive of applicable taxes. Goods and Services Tax (GST) of 5% and Quebec Sales Tax (QST) of 9.975% will be added to every invoice.
4.3. Invoicing and Payment: Management Fees are billed monthly in advance and are due upon receipt. Setup fees are due prior to the commencement of any work.
4.4. Late Payments: Invoices not paid within 15 days of the due date will be subject to an interest charge of 2% per month. The Agency reserves the right to suspend all Services, including access to the SaaS Platform and all active advertising campaigns, until the outstanding balance is paid in full.

5. Intellectual Property

5.1. Agency Intellectual Property: The Agency retains full ownership of its proprietary methods, strategies, AI workflows, automation sequences, and the underlying structure of the SaaS Platform (the “System”). The Client is granted a limited, non-exclusive, revocable license to use the System for the duration of this Agreement.
5.2. Client Intellectual Property: The Client retains full ownership of its pre-existing brand assets (logos, trademarks) and all Client Data.
5.3. Post-Termination: Upon termination of this Agreement, the Client will retain ownership of any specific ad creative (copy, graphics) created for them. However, the license to use the Agency’s System is immediately revoked, and all access to the SaaS Platform and its contained workflows will be terminated.

6. Term and Termination

6.1. Initial Term: This Agreement shall commence for an initial term as specified in the Service Agreement (e.g., 3 or 6 months).
6.2. Renewal: Following the Initial Term, this Agreement shall automatically renew on a month-to-month basis unless terminated by either party.
6.3. Termination: After the Initial Term, either party may terminate this Agreement by providing 30 days’ written notice to the other party.
6.4. Effect of Termination: Upon termination, all outstanding fees become immediately due. The Agency will cease all work, revoke all access, and cooperate in the reasonable transfer of ad account control.

7. DISCLAIMER OF GUARANTEES & LIMITATION OF LIABILITY

7.1. NO GUARANTEE OF RESULTS: THE CLIENT ACKNOWLEDGES THAT THE AGENCY’S SERVICES INVOLVE DYNAMIC AND UNPREDICTABLE MARKETING ENVIRONMENTS. THE AGENCY DOES NOT WARRANT OR GUARANTEE ANY SPECIFIC BUSINESS OUTCOME, RETURN ON INVESTMENT (ROI), REVENUE, PROFIT, OR NUMBER OF LEADS/CUSTOMERS.
7.2. Third-Party Platforms: The Agency shall not be held liable for any changes, outages, or policy violations enforced by third-party platforms, including Google, Meta, or GoHighLevel.
7.3. Maximum Liability: In any event, the total aggregate liability of the Agency to the Client for any claim arising out of or in connection with this Agreement shall not exceed the total Management Fees paid by the Client to the Agency in the three (3) months immediately preceding the event giving rise to the claim.

8. General Provisions

8.1. Governing Law & Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein. Any legal action shall be brought exclusively in the courts of the judicial district of Montreal, Quebec.
8.2. Entire Agreement: This Agreement, together with the Service Agreement, constitutes the entire agreement between the parties and supersedes all prior communications.
8.3. Language (Bill 96 Compliance): The parties have expressly requested that this Agreement and all related documents be drawn up in English. Les parties ont expressément demandé que ce contrat et tous les documents qui s’y rattachent soient rédigés en anglais.