Service Agreement

Service Agreement

This Service Agreement ("Agreement") is entered into between Escape Room PPC ("Agency") and the client entity identified during onboarding ("Client"). By engaging with Agency services, Client agrees to the terms set forth in this Agreement.

Scope of Services

Agency provides the following services as outlined in the Client's onboarding package and applicable Statement of Work:

• Google Ads Management — Campaign strategy, creation, optimization, and ongoing management across Search, Display, Performance Max, and YouTube formats.
• Meta Ads Management — Facebook and Instagram advertising across awareness, consideration, and conversion objectives.
• Microsoft Ads — Bing and Microsoft Audience Network campaign management where applicable.
• Campaign Strategy — Funnel planning, audience research, competitive analysis, and go-to-market strategy for paid media.
• Creative Guidance — Ad copy development, creative direction, and asset recommendations aligned to platform best practices.
• Conversion Tracking — Setup, verification, and ongoing maintenance of tracking across Google Tag Manager, GA4, Meta Pixel, and CAPI.
• Monthly Reporting — Performance reports delivered by the 5th of each month covering agreed KPIs, spend, and insights.
• Ongoing Monitoring — Active monitoring across all managed channels as detailed in the Campaign Monitoring section below.
• Campaign Creation and Optimization — Campaign creation, structure, and ongoing optimization across all managed advertising channels is included as a core service deliverable.

Campaign Monitoring & Active Management

Every account under management is monitored continuously. Our team reviews performance daily across all active channels — tracking spend pacing, conversion trends, audience signals, and platform health in real time. This means daily performance review, anomaly detection, budget pacing oversight, conversion tracking verification, audience health checks, and cross-channel attribution analysis. We're looking for what's working, what's shifting, and what needs attention — before issues surface in reports.

All monitoring activity is documented and reflected in monthly reporting. Active monitoring constitutes ongoing service delivery regardless of whether direct account changes are made in a given period.

How We Execute Changes

Campaign optimizations, bid adjustments, audience updates, and account actions are carried out through a combination of methods: direct work within advertising platform interfaces, advertising management APIs, and AI-assisted automation tools. Some changes involve a human-in-the-loop review before going live; others are executed autonomously based on pre-approved optimization rules and performance parameters configured for Client's account.

All automated actions are subject to ongoing oversight and performance review. If an automated change produces suboptimal results, it is identified through our monitoring process and reversed or adjusted promptly. This hybrid approach enables faster, more consistent optimization while keeping a human accountable for outcomes.

Non-Intervention Philosophy

Escape Room PPC operates under a performance-first philosophy. When campaigns are delivering strong results — meeting or exceeding agreed conversion targets, cost-per-acquisition benchmarks, and return on ad spend goals — Agency may deliberately avoid making changes to those campaigns for extended periods, sometimes spanning several weeks or months.

This is intentional, not inaction.

Modifying high-performing campaigns introduces risk: algorithm learning resets, audience disruption, and conversion drops are well-documented consequences of unnecessary changes. Agency monitors these campaigns closely and intervenes only when performance data indicates a meaningful opportunity or risk.

Client should not interpret periods of non-intervention as lack of service delivery. Active monitoring, competitive intelligence gathering, performance benchmarking, and strategic planning continue throughout all engagement periods. Full service fees apply regardless of the volume of account changes made in any given month.

Billing & Payment Terms

• Retainer: Monthly management fees are billed in advance at the start of each service month.
• Payment Due: Payment is due within 7 days of invoice date.
• Late Payments: Overdue balances are subject to a 1.5% monthly finance charge.
• Ad Spend: Advertising platform costs (Google, Meta, Microsoft) are billed separately, passed through at cost with no Agency markup, and charged directly by each platform to Client's payment method on file.
• Non-Payment: Agency reserves the right to pause or suspend services for accounts with overdue balances exceeding 14 days.

Ad Spend & Budget Management

• Client is solely responsible for funding advertising platform accounts and approving all ad spend budgets.
• Agency manages budget allocation across campaigns but does not guarantee specific spend levels — platform auction dynamics, inventory, and targeting constraints affect actual spend.
• Budget changes (increases or decreases) require a minimum of 48 hours notice to implement effectively.
• Emergency campaign pauses (e.g., business closure, operational issues) can be executed immediately upon written request from an authorized Client contact.

Performance & Reporting

• Monthly performance reports are delivered by the 5th of the following month.
• Key performance indicators (KPIs) — including cost per booking, ROAS targets, and traffic goals — are agreed upon at onboarding and documented in the Statement of Work.
• Agency does not guarantee specific results. Advertising platforms are dynamic environments influenced by competition, seasonality, platform algorithm changes, and market conditions outside Agency's control.
• Historical performance data shared during sales or onboarding represents past results and is not a guarantee of future performance.

Intellectual Property

• Agency IP: Campaign strategy frameworks, optimization methodologies, proprietary audience research, and internal processes developed by Agency remain the intellectual property of Escape Room PPC.
• Client Deliverables: Ad copy, creative direction, keyword lists, and campaign structures developed specifically for Client become Client's property upon full payment of all outstanding invoices.
• Client-Owned Assets: All advertising accounts, pixels, tracking tags, GA4 properties, and historical campaign data remain the property of Client at all times.

Confidentiality

Both parties agree to maintain the confidentiality of proprietary business information, performance data, pricing, and trade secrets shared during the engagement. Agency will not share Client performance data, account structure, or business intelligence with competitors or third parties without explicit written consent. This obligation survives the termination of this Agreement.

Termination

• Either party may terminate this Agreement with 30 days written notice.
• Client retains full ownership and access to all advertising accounts, pixels, and data upon termination.
• Agency will provide a transition handoff document including account access, active campaign summaries, and any in-progress work notes.
• Client is responsible for fees incurred through the termination date.
• No refunds will be issued for services already rendered.

Limitation of Liability

Agency's total liability under this Agreement is limited to the fees paid by Client in the 30 days prior to the claim. Agency is not liable for:

• Ad platform policy changes, algorithm updates, or feature deprecations by Google, Meta, Microsoft, or any other platform.
• Account suspensions, disapprovals, or restrictions imposed by advertising platforms.
• External market conditions, competitive dynamics, or macroeconomic factors affecting campaign performance.
• Lost revenue, lost bookings, or indirect damages of any kind.

Governing Law

This Agreement is governed by applicable law. Any disputes arising from or related to this Agreement that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration under rules agreed upon by both parties in writing.

Entire Agreement

This Service Agreement, combined with the Terms of Service at escaperoomppc.com/terms-of-service and any applicable Statement of Work, constitutes the entire agreement between Agency and Client. It supersedes all prior discussions, representations, or agreements, whether written or verbal.

For questions about this Agreement, contact us at [email protected].