TERMS AND CONDITIONS
These Terms and Conditions (“Terms”) constitute a legally binding agreement between LAW AGENZ (“Agency,” “we,” “us,” or “our”), and the law firm or legal practitioner identified in the applicable Order Form, Statement of Work, or Service Agreement (“Client,” “you,” or “your”). The signing of the Order Form by the Client or instructing the Agency to start the provision of its services constitutes the Client’s acceptance of these Terms.
1. Definitions
- “Agreement” refers to the Terms together with any Order Form, Statement of Work (“SOW”), proposal, or insertion order duly signed or accepted by both parties.
- “Services” refers to the digital marketing services presented in the Order Form or SOW, which may comprise SEO, PPC, social media management, content marketing, web design and development, local/maps listings, reputation and review management, email marketing, and related analytics and reporting.
- “Deliverables” refers to the tangible work created by Agency for Client under the Agreement.”Ad Platforms” means third-party advertising and hosting platforms used to deliver Services, including but not limited to Google Ads, Google Business Profile, Meta (Facebook/Instagram) Ads, LinkedIn Ads, Bing Ads, and any legal-industry directories or lead-generation platforms.
- “Confidential Information” has the meaning given in Section 10.
- “Applicable Bar Rules” refers to rules of professional behavior, rules of advertising, and ethical guidelines of state bar associations and other licensing and regulatory agencies.
2. Scope of Services
2.1 The Agency will provide the Services outlined in the relevant Order Form or SOW. The Services, Deliverables, platforms, or channels not mentioned in the Order Form or SOW are outside of the Agreement and will be quoted separately if requested.
2.2 The Agency only provides marketing and advertising services. The Agency does not offer legal counsel, practice law, or operate as a law firm. No part of the Agreement or anything said or written by the Agency employees should be interpreted as legal advice to the Client or anyone else, including potential clients.
2.3 Client remains solely responsible for the accuracy, truthfulness, and legal compliance of all content, case results, credentials, awards, and claims that Client supplies or approves for use in marketing materials, and Agency is entitled to rely on the accuracy of information Client provides.
3. Compliance with Bar Advertising and Conduct Rules (If and where applicable)
3.1 The Client recognizes that advertising, solicitation, and communication with potential clients must comply with Applicable Bar Rules, which may impose limits on the ability to make claims of specialization, to use the words “specialist” or “expert,” and opinions about past performance, testimonials, and comparison to other lawyers.
3.2 The Client is fully responsible for making sure that all advertisements, content, landing pages, copies, and social media posts observe the appropriate Bar Regulations, including all disclaimers such as “Attorney Advertising,” “Past results are not an indicator of future results,” or language depending on jurisdiction, as well as any necessary filings or registrations related to advertisements.
3.3 Even though the Agency will do everything possible to identify any content having serious issues regarding compliance with advertising laws and incorporate disclaimers provided by Client, the Agency is not obliged to provide legal review of Client’s compliance with the Applicable Bar Rules, and is not responsible for Client’s failure to comply with them. The client is responsible for having its lawyers or a body regulating the profession review the advertising content prior to launch if there are any concerns about compliance.
3.4 Client is to inform the Agency in writing about the Applicable Bar Rules, professional opinions, and licensing laws that are specific to Client’s jurisdiction and guide the Agency in the preparation and distribution of the materials.
4. Client Responsibilities and Privileged Information
- Deliver immediate access to the necessary accounts, credentials, domain/hosting access, brand materials, case-results information, attorney bios, and content approvals that are reasonably required to provide the Services.
- Assign the person authorized to act as a point of contact to give approvals regarding the deliverables, ad expenditures, and content.
- Go through and approve (or disapprove) the ad, landing pages, and other client’s content before publishing; the Agency should be held responsible for the content that was published after receiving approval from the Client.
- Shouldn’t present the information protected by attorney-client privilege or work-product protection and shouldn’t ask the Agency to publish, store, and process the information related to any identifiable information about the Client’s case without receiving the Client’s permission to use it for public marketing purposes. The Agency isn’t part of the Client’s attorney-client relationship.
- Keep its own systems for taking in clients, making conflict checks, and engaging probable clients that have been presented by the converting marketing campaigns; the Agency’s Services are only concerned with bringing in leads and inquiries.
5. Fees, Payment Terms, and Ad Spend
5.1 Fees. Client shall pay the fees specified in the relevant Order Form or SOW, which may include a one-off setup fee, a monthly management fee, or project-based fees for specific Deliverables.
5.2 Advertising Spend. In cases where Services include managing paid advertising, Client allows Agency to distribute the agreed monthly ad budget among Ad Platforms on Client’s behalf. Ad expenditure is separate from, and in addition to, the Agency’s management fees, unless otherwise stipulated in the Order Form. Agency shall not spend beyond the authorized monthly limit without prior approval from the Client.
5.3 Invoicing & Payment. Invoices should be settled within [NUMBER] days from the invoice date. Recurring fees are charged [monthly/in advance] and will be charged automatically unless terminated, if necessary, in accordance with Section 7.
5.4 Late Payment. Amounts that have not been settled by the due date may accrue interest per month (or less, depending on the applicable law), and Agency shall have the right to suspend Services, which includes stopping advertising campaigns, if Client has not paid even after the written notice of non-payment.
5.5 Taxes. Fees are exclusive of applicable sales, use, or similar taxes, which are the Client’s responsibility unless the Client provides a valid exemption certificate.
5.6 Third-Party Costs. Client shall pay any costs incurred by any third parties, such as Ad Platforms or domain registrars, hosting companies, stock media services, legal directories, etc., in connection with the Services, whether billed through Agency or incurred directly by the Client.
6. Term and Termination
6.1 Term. The Agreement will begin on the Effective Date and will remain in force for the Initial Term as specified in the Order Form, after which either party may terminate the agreement by providing written notice of termination before the renewal date.
6.2 Termination for Convenience. After the Initial Term, either party may terminate this Agreement for convenience by giving the other party written notice of such termination.
6.3 Termination for Cause. Either party is entitled to terminate this Agreement upon written notice if the other party materially breaches this Agreement and does not remedy the breach after receiving written notice explaining the nature of the breach.
6.4 Consequences of Termination. Upon termination: (a) the Client shall pay all fees and expenses incurred up to the date of termination, including all un-cancellable advertisement commitments; (b) the Agency will stop working, and where possible, transfer administrative access to accounts that are owned by the Client; and (c) sections 8 to 17 continue in effect after the termination takes place.
6.5 There are no Refunds. The fees for services which have been completed and ads which have already been purchased are generally non-refundable unless mentioned otherwise in the Order Form.
7. Deliverables and Intellectual Property
7.1 Assets of the Client. The financial settlement of the fees permits the client to own the final Deliverables developed for them under the Agreement, including the website design and written content.
7.2 The Agency’s Assets. The agency retains all rights to its previously used tools, pre-prepared materials, and any processes created by the agency at any time. The agency grants the client a non-exclusive, non-transferable license to use its materials only in the Deliverables completed for the client.
7.3 Third-Party Materials. Materials such as photographs, fonts, plug-ins, and themes that belong to third parties and to which the Client has access will remain subject to the third parties’ licensing terms and cannot be transferred to the Client upon termination.
7.4 Portfolio rights. The Agency may use the Client’s name and logo, along with a non-confidential description of the services, in the Agency’s marketing materials and case studies, provided the Client does not withdraw its consent in writing.
8. No Guarantee of Results
The Client understands that search rankings, ad platforms and their algorithms, cost per click, lead volume, conversion rates and competitor actions are all governed by third parties. The Agency will perform its services professionally, according to industry standards, but it gives no guarantee for any particular ranking, placement of traffic, number of leads or return on investment. No employee or contractor of the Agency has the authority to offer guarantees that contradict the mentioned terms.
9. Testimonials, Reviews, and Endorsements
9.1 When services involve soliciting or managing client testimonials, online reviews, or endorsements, it is the client’s responsibility to ensure that any testimonial or review soliciting efforts comply with the rules of the applicable Bar. This may include any disclaimers, such as those related to the selection process or that outcomes may differ from one matter to another.
9.2 The Agency will not fabricate reviews or testimonials and will not knowingly solicit reviews in a manner that violates any advertising platform’s terms and conditions or any applicable consumer protection or Bar advertising rules. It is up to the client to identify any rules in its jurisdiction prohibiting the solicitation or publication of reviews.
10. Confidentiality and Data Privacy
10.1 The parties will safeguard the Confidential Information of the other party using at least the same level of care as it uses for its own confidential information and in no event less than reasonable care, and will only use such Confidential Information for the purpose of fulfilling its obligations under the Agreement. “Confidential Information” means business, technical, financial, or client information communicated by either party, excluding information that has already been publicized, was already known to the receiver, or was made by the receiver independently.
10.2 The Agency agrees to take reasonable administrative, technical, and physical steps to safeguard any Client Data processed by it and consequently will not sell Client or potential Client Data to any third parties.
10.3 In situations where Agency carries out any processing of personal data per the applicable law on behalf of the Client, the parties shall enter into such additional data processing terms required to comply with that applicable law.
10.4 Agency will, without delay, notify the Client of any confirmed unauthorized access issue to Client accounts or data that Agency becomes aware of and shall join in Client’s reasonable response actions.
11. Representations and Warranties
11.1 Each party confirms that it is authorized to enter into an agreement and that this does not constitute a conflict with any other engagement.
11.2 The Client confirms that all the content, credentials, case results, testimonials, and other materials provided to Agency by the Client are correct, that the Client is entitled to use them, and that they do not violate any rights of any third party or violate any Applicable Bar Rule or law.
11.3 SO EXCEPT IF THIS SECTION STATES OTHERWISE, THE DELIVERY AND SERVICES WILL BE SUPPLIED “AS IS”, WITHOUT ANY WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, APPLICABLE EXCLUSIVELY TO THE CASE WHEN THE LAW DOES NOT PROTECT THE DISCLAIMER.
12. Limitation of Liability
12.1 THE TOTAL LIABILITY OF THE AGENCY ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT WILL BE EQUAL ONLY TO THE AMOUNT OF FEES PAID BY THE CLIENT TO THE AGENCY (EXCEPT FOR THE PASS-THROUGH AD SPEND) DURING THE PERIOD OF THE LAST THREE MONTHS PRECEDING THE EVENT THAT CAUSED THE DAMAGE.
12.2 AGENCY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO AGENCY (EXCLUDING PASS-THROUGH AD SPEND) DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.3 The limitations in this Section do not apply to a party’s indemnification obligations under Section 13, breach of confidentiality under Section 10, or damages arising from a party’s gross negligence, wilful misconduct, or fraud.
13. Indemnification
13.1 As for the Client. They will indemnify, defend, and hold harmless Agency and its officers, employees, and contractors against any claims from any third party resulting from: (a) content, credentials, testimonials, or case results supplied or approved by Client; (b) Client violating any Applicable Bar Rule or law; or (c) Client using Deliverables in a way that violates the Agreement.
13.2 As for the Agency. It will indemnify, defend, and hold harmless Client against any claim from a third party claiming that any Deliverable created only by Agency that is used by Client in a manner allowed by the Agreement violates any U.S. intellectual property rights of that third party, excluding claims based on Client’s content or other changes occurring without Agency’s involvement.
14. Non-Solicitation
During the term of the Agreement and after termination, neither party will directly solicit for employment any employee of the other party who was materially involved in the engagement, without that party’s prior written consent, except through general public job postings not targeted at the other party’s personnel.
15. Force Majeure
Neither party shall be liable for any delay or failure to perform due to circumstances beyond its reasonable control, including acts of God, acts of government, failure of the internet or advertising platform, labor disputes, etc., as long as the party suffering such event promptly notifies the other party about it and makes reasonable efforts to resume performance.
16. Independent Contractor Relationship
As Part of this Agreement, Agency is an independent contractor and is not an employee, agent, business associate, or partner of Client in any way. Moreover, nothing in this Agreement is deemed to create an attorney-client relationship between Agency and clients of Client, and Agency cannot and will not purport to represent itself as authorized to practice law or bind Client in any manner regarding any legal representation.
17. Dispute Resolution and Governing Law
17.1 The Agreement is governed by the laws of the State of Ontario, without regard to conflict-of-laws principles.
17.2 The parties will first attempt, in good faith, to resolve any dispute through negotiation between authorized representatives, upon written notice of the dispute.
17.3 If not resolved, disputes will be resolved by arbitration by the state and federal courts located in Ontario, and each party waives any right to a jury trial [and to participate in a class action], to the extent permitted by law.
18. General Provisions
18.1 Amendment. Agency may update these Terms from time to time. It is the Client’s responsibility to review the terms periodically to stay informed. Continued use of the Services after the effective date of an update constitutes acceptance.
18.2 Assignment. Neither party may assign the Agreement without the other’s prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets.
18.3 Severability. If any provision of the Agreement is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
18.5 Waiver. No waiver of any provision is effective unless in writing signed by the waiving party, and no waiver of one breach constitutes a waiver of any other breach.
18.6 Entire Agreement. The Agreement, including all Order Forms and SOWs, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, discussions, and agreements, whether written or oral.
18.7 Counterparts and Electronic Signature. The Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original.
19. Contact Information
Questions about these Terms should be directed to:
LAWAGENZ
2727 Steeles Ave W Unit 103,
North York, ON M3J 3G9, Canada
Phone: +1 866-624-0030
Email: hello@adsagenz.com