Terms of Service

Effective Date: July 3, 2026

1. Introduction and Acceptance of Terms

These Terms of Service (the “Terms”) govern your access to and use of the websites, materials, communications, and services provided by NorthPeak Growth Studio (“NorthPeak Growth Studio,” “we,” “us,” or “our”), a growth-marketing service provider located at 1200 Bay Street, Suite 2400, Toronto, ON M5R 2A5, Canada.

By accessing our website, engaging our services, signing a proposal or statement of work, or otherwise indicating acceptance, you agree to be bound by these Terms. If you do not agree, you must not use our services.

These Terms apply to all clients, prospective clients, website visitors, and any authorized representatives acting on behalf of a client. If you are accepting these Terms on behalf of a business or other legal entity, you represent that you have authority to bind that entity.

2. Scope of Services

NorthPeak Growth Studio provides growth-marketing services, which may include, without limitation:

• Growth strategy and funnel audits;
• Paid media campaign optimization;
• Conversion rate optimization;
• Lifecycle email marketing;
• Landing page testing and optimization; and
• Related advisory, reporting, and implementation support as described in a proposal, statement of work, order form, or other written agreement.

Any specific deliverables, timelines, assumptions, and fees will be set out in a separate written agreement, proposal, or statement of work. If there is a conflict between these Terms and a signed statement of work or master services agreement, the signed agreement will govern to the extent of the conflict.

We may use third-party platforms, tools, and service providers in delivering services, including advertising platforms, analytics tools, email service providers, and website testing tools. Your use of such third-party services may be subject to their own terms and policies.

3. User Obligations and Responsibilities

You agree to:

• Provide accurate, complete, and current information when requested;
• Cooperate reasonably and timely with our requests for approvals, access, content, data, and feedback;
• Ensure that any materials, data, creative assets, customer lists, or other content you provide are lawful and do not infringe any third-party rights;
• Maintain the security of your accounts, credentials, and access permissions for any platforms we use on your behalf;
• Comply with all applicable laws, regulations, and industry rules, including those relating to advertising, marketing, consumer protection, privacy, anti-spam, and intellectual property;
• Obtain all necessary consents, permissions, and authorizations for us to access and use your platforms, data, and accounts to perform the services; and
• Review and approve deliverables, campaigns, and recommendations in a timely manner.

You acknowledge that delays in providing information, approvals, or access may affect timelines, performance, and results, and we will not be responsible for such delays.

You are solely responsible for the legality, accuracy, and compliance of your products, services, offers, claims, landing pages, and marketing content, including any representations made to your customers or prospects.

4. Payment Terms and Conditions

Fees, billing schedules, and payment terms will be stated in the applicable proposal, invoice, or statement of work. Unless otherwise agreed in writing:

• All fees are payable in Canadian dollars (CAD);
• Invoices are due within the period specified on the invoice, or if not specified, within 15 days of issuance;
• Late payments may result in suspension of services until all outstanding amounts are paid in full;
• You are responsible for all applicable taxes, levies, duties, and government charges, excluding taxes based on our net income;
• Any third-party costs, media spend, software subscriptions, platform fees, or contractor expenses approved by you are your responsibility unless expressly included in our fees; and
• We may require a deposit, retainer, or prepayment before commencing or continuing services.

Disputed invoices must be raised in writing within 10 days of the invoice date, with sufficient detail to identify the basis of the dispute. You must pay any undisputed portion on time.

We reserve the right to adjust fees for renewed or extended engagements upon reasonable notice.

5. Cancellation and Refund Policy

Either party may terminate services in accordance with the cancellation terms set out in the applicable statement of work or written agreement. If no specific termination terms are provided, either party may terminate ongoing services by giving 30 days’ written notice.

Unless otherwise required by law or expressly stated in a signed agreement:

• All fees paid are non-refundable once work has commenced;
• Retainers are earned as services are performed and are not refundable for unused time unless required by applicable law or expressly agreed in writing;
• Any completed work, work in progress, or committed third-party costs up to the termination date remain payable;
• Cancellation does not relieve you of payment obligations for services already rendered or expenses already incurred; and
• We may suspend or terminate services immediately if you materially breach these Terms, fail to pay amounts due, or engage in unlawful or abusive conduct.

If we terminate services without cause, we will use commercially reasonable efforts to transition work in progress and provide any deliverables paid for up to the termination date, subject to payment of all outstanding amounts.

6. Liability Limitations

To the fullest extent permitted by applicable law, NorthPeak Growth Studio will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, loss of data, loss of goodwill, business interruption, or anticipated savings, arising out of or related to the services or these Terms, even if advised of the possibility of such damages.

To the fullest extent permitted by law, our total aggregate liability arising out of or relating to the services or these Terms will not exceed the total fees actually paid by you to NorthPeak Growth Studio for the specific services giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim.

We do not guarantee specific marketing outcomes, including but not limited to increased traffic, conversions, revenue, return on ad spend, rankings, deliverability, or customer acquisition results. Marketing performance may be affected by factors outside our control, including platform policies, market conditions, competition, budget, creative quality, and your own business operations.

Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, wilful misconduct, or any other liability that cannot lawfully be excluded or limited under Canadian law.

7. Intellectual Property Rights

Unless otherwise agreed in writing:

• Each party retains ownership of its pre-existing intellectual property, trademarks, logos, methodologies, tools, templates, software, and materials;
• Upon full payment of all applicable fees, you receive a non-exclusive, non-transferable license to use the deliverables created specifically for you under the applicable statement of work for your internal business purposes and intended commercial use, subject to any third-party rights and license restrictions;
• We retain ownership of all general know-how, processes, frameworks, templates, strategies, and techniques developed or used in the course of providing services, provided they do not contain your confidential information;
• You grant us a limited, non-exclusive license to use your name, logo, trademarks, content, and materials solely as necessary to perform the services; and
• We may use de-identified or aggregated learnings for internal training, quality improvement, and service development, provided such use does not disclose your confidential information.

You represent and warrant that you have all rights necessary to provide any materials, data, or content you supply to us and to grant the rights described in these Terms.

Unless expressly agreed in writing, no ownership in advertising accounts, media accounts, analytics accounts, or third-party platform accounts is transferred to us. Account ownership remains with the party that created or controls the account, subject to platform terms and applicable law.

8. Data Protection and Privacy

We are committed to handling personal information in accordance with applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy legislation.

In the course of providing services, we may collect, use, disclose, store, and process personal information and business data for purposes including service delivery, analytics, reporting, communication, billing, compliance, and improvement of our services.

You acknowledge and agree that:

• You are responsible for ensuring that you have all necessary notices, consents, and legal bases to provide personal information to us and to authorize our processing of that information;
• We may use third-party processors and service providers to support service delivery, subject to commercially reasonable confidentiality and security obligations;
• We will take reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of the information we handle;
• No method of transmission or storage is completely secure, and we cannot guarantee absolute security;
• If required by law, we may disclose information to regulators, law enforcement, courts, or other authorities; and
• Our collection, use, and disclosure of personal information may also be governed by a separate privacy policy, if published, which is incorporated by reference to the extent applicable.

Where we process personal information on your behalf, you remain responsible for determining the lawful basis for such processing and for responding to data subject requests, unless otherwise agreed in writing.

9. Force Majeure

We will not be liable for any delay or failure to perform our obligations under these Terms to the extent caused by events beyond our reasonable control, including but not limited to acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labour disputes, power outages, internet failures, platform outages, third-party service disruptions, government actions, or changes in law.

If a force majeure event occurs, the affected party will use commercially reasonable efforts to mitigate its effects and resume performance as soon as reasonably practicable. Payment obligations for services already performed or costs already incurred remain unaffected.

10. Changes to Terms

We may update or modify these Terms from time to time to reflect changes in our services, legal requirements, or business practices. The updated Terms will be posted or otherwise communicated with a revised effective date.

Your continued use of our services after the effective date of any updated Terms constitutes acceptance of the revised Terms. If you do not agree to the changes, you must stop using the services and, where applicable, terminate the engagement in accordance with the cancellation provisions.

11. Applicable Law and Jurisdiction

These Terms and any dispute, claim, or controversy arising out of or relating to them, the services, or any related agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

You agree that the courts located in Toronto, Ontario will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the services, and you irrevocably attorn to the jurisdiction of those courts.

12. Contact Information

If you have any questions, notices, or concerns regarding these Terms or our services, please contact:

• NorthPeak Growth Studio
• 1200 Bay Street, Suite 2400, Toronto, ON M5R 2A5, Canada
• Email: [email protected]
• Phone: +1 (416) 782-4593

13. Severability Clause

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be severed or limited to the minimum extent necessary so that the remaining provisions remain in full force and effect.

The failure of either party to enforce any right or provision under these Terms will not constitute a waiver of that right or provision unless acknowledged in writing.

By using the services of NorthPeak Growth Studio, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.