Last Updated: Dec 26, 2024
1. Introduction
1.1 This Terms of Service Agreement (“Agreement”) is entered into by and between Twelverays (“Service Provider”) and the Client (“Client”) as of the date of acceptance.
1.2 This Agreement outlines the terms and conditions under which the Service Provider will deliver services to the Client.
2. Definitions
2.1 Services: The digital marketing, web development, CRM consulting, and implementation services provided by the Service Provider as specified in the Client Proposal.
2.2 Client Proposal: A document detailing the specific services, deliverables, timelines, fees, and applicable taxes agreed upon by both parties.
2.3 Retainer: A pre-purchased package of service hours (e.g., 20, 40, or 80 hours) acquired by the Client for future use.
2.4 Fixed-Scope Contract: A contract with a defined set of deliverables and a fixed price.
3. Scope of Services
3.1 The Service Provider agrees to provide the Services as detailed in the Client Proposal.
3.2 Any modifications to the scope must be agreed upon in writing by both parties and may be subject to additional fees.
4. Service Plans
4.1 Monthly Plans: Services provided on a month-to-month basis, with fees payable monthly.
4.2 Quarterly Commitment Plans (SEO ONLY): An initial three-month commitment, applicable to SEO (Search Engine Optimization) services, transitioning to a month-to-month plan thereafter.
4.3 3, 6, 12-Month Commitment Plans: Services such as Ecommerce PPC, Lead Generation PPC, Paid Social, and Targeted Email Marketing, offered with specified commitment durations.
4.4 Retainer Plans: Clients purchase a set number of service hours (e.g., 20, 40, or 80 hours) in advance, to be used as needed.
4.5 Fixed-Scope Contracts: Services provided for a fixed price, with deliverables and timelines specified in the Client Proposal.
4.6 Monthly Support Plans: Ongoing support services provided on a monthly basis, with fees payable monthly.
5. Fees and Payment
5.1 Payment Terms
(a) Fees, payment schedules, and terms are outlined in the Client Proposal.
(b) All payments are due as specified, and any late payment may incur interest charges as set forth herein.
5.2 Taxes
(a) All fees are exclusive of legally required taxes.
(b) Any such taxes will be added to the invoices as applicable and shall be the responsibility of the Client.
5.3 Additional Costs
(a) Fees do not include costs related to hosting, tools, plugins, software, or SSL certificates. The Client is responsible for procuring these directly unless otherwise agreed in writing.
(b) License fees, third-party software subscriptions, and any external platform costs are not included in the Service Provider’s fees or any quoted plan. These costs must be purchased and maintained separately by the Client unless otherwise agreed in writing.
5.4 Non-Refundable Payments
Payments for completed milestones, services, or hours are non-refundable, even if the project is terminated early by the Client.
5.5 Billing Cycle
For recurring payments, the billing cycle is based on the date the Client signs and pays for the service, rather than the first calendar day of the month.
5.6 Currency
All fees and payments are denominated in U.S. Dollars (USD) unless otherwise specified in the Client Proposal.
5.7 Late Payment Fees
(a) The Service Provider reserves the right to apply late fees to overdue payments.
(b) A seven (7) day grace period is provided for overdue payments.
(c) Payments not received within seven (7) days of the due date may incur a daily late fee calculated at an interest rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) on the outstanding balance.
6. Retainer Plans
6.1 Hours Utilization
(a) Retainer hours are purchased in advance in packages (e.g., 20, 40, or 80 hours).
(b) All retainer hours must be used within one (1) year from the date of purchase.
(c) Unused hours expire after this period and do not roll over unless otherwise agreed in writing.
6.2 Additional Hours
If the Client requires services beyond the purchased retainer hours, additional hours may be acquired through the purchase of additional retainer packages or as otherwise agreed upon in writing.
6.3 Time Tracking
(a) All service hours utilized under Retainer Plans shall be tracked using the Service Provider’s project management system.
(b) Monthly timesheets will be provided to the Client, detailing the hours expended.
6.4 Dispute Resolution
(a) Any disputes regarding the timesheet entries must be communicated in writing via email within thirty (30) days of receipt of the monthly timesheet.
(b) Failure to dispute within this timeframe shall constitute acceptance of the timesheet by the Client.
7. Fixed-Scope Contracts
7.1 Deliverables
Specific deliverables, timelines, and acceptance criteria are described in the Client Proposal.
7.2 Change Requests
Any changes to the agreed-upon scope must be documented and may result in additional fees.
7.3 Payment Schedule
(a) Payments for fixed-scope contracts are outlined in the Client Proposal.
(b) Late or withheld payments may result in project delays and/or interest charges.
7.4 Approval and Revisions
(a) The Client shall have a specified timeframe, as stated in the Client Proposal, to review deliverables and request revisions.
(b) Any revisions beyond the agreed-upon number of rounds or scope may incur additional fees.
(c) Delays in providing timely feedback or approvals may result in an adjusted project timeline or increased costs.
8. Termination
8.1 Termination for Recurring Plans
(a) Monthly Plans: The Client may terminate a monthly plan by providing thirty (30) days’ written notice. Termination shall take effect at the end of the billing cycle following the thirty (30) day notice period.
(b) Quarterly Commitment Plans (SEO ONLY): The Client may terminate by providing thirty (30) days’ written notice, with termination taking effect at the end of the billing cycle following such notice.
(c) 3, 6, 12-Month Commitment Plans: The Client acknowledges that these plans are binding for the full term. If the Client terminates the agreement prior to the end of the commitment period, the Client agrees to pay the remaining balance of the contract immediately.
(d) Final Billing: If termination notice is given within the last thirty (30) days of the current billing cycle, the Client will be charged for one (1) additional billing cycle, which will serve as the final billing period. Services shall continue until the conclusion of that period.
(e) No Refunds: Payments for the current and final billing cycles are non-refundable.
8.2 Termination for Retainer Plans
(a) If the Client terminates the Agreement for a Retainer Plan, all payments for purchased retainer hours are non-refundable, including any unused hours.
(b) The Client forfeits any unused hours upon termination unless otherwise agreed in writing.
8.3 Termination for Fixed-Priced Projects
(a) The Client may terminate a fixed-priced project by providing written notice of cancellation.
(b) Payments Received: All payments made based on the project’s billing schedule are non-refundable.
(c) Work Completed: The Service Provider will cease all work upon receipt of the termination notice. The Client shall be responsible for paying for completed milestones or deliverables as outlined in the Client Proposal. If a milestone is partially completed, the Client agrees to pay a pro-rated amount based on work performed to date.
8.4 Termination by Service Provider
(a) The Service Provider may terminate this Agreement with thirty (30) days’ written notice, or immediately for cause, including but not limited to:
(i) Non-payment of fees;
(ii) Breach of any term in this Agreement;
(iii) Uncooperative behavior or actions by the Client that hinder project execution; or
(iv) Harassment, abuse, or inappropriate behavior by the Client, its employees, or representatives toward the Service Provider’s team.
(b) In cases of immediate termination for cause, the Service Provider shall not be obligated to provide refunds for any payments received to date.
(c) For fixed-priced projects terminated by the Service Provider, the same non-refundable terms and billing schedule conditions as outlined above shall apply.
8.5 Refund Policy
Refunds shall not be issued for any payments made for recurring plans, retainer hours, or fixed-priced projects under the terms set forth in this Section.
8.6 Early Termination Fees for Ongoing Campaigns
The Client acknowledges that certain campaigns or services may involve significant setup or third-party costs. If the Client terminates the Agreement early, the Client is responsible for any non-recoverable expenses incurred by the Service Provider on the Client’s behalf.
9. Confidentiality
9.1 Both parties agree to maintain the confidentiality of all proprietary or confidential information disclosed during the term of this Agreement.
9.2 Confidential information shall not include information that is publicly known, rightfully received from a third party without obligation of confidentiality, or independently developed without use of confidential information.
9.3 The obligations under this Section shall survive the termination of this Agreement.
9.4 Data Privacy and Compliance
(a) The Service Provider shall adhere to applicable data protection and privacy laws (including, where relevant, GDPR and Canada’s Anti-Spam Legislation).
(b) The Client is responsible for ensuring that any data provided to the Service Provider has been collected and shared in compliance with all applicable laws.
(c) The Client agrees to indemnify and hold the Service Provider harmless from any claims resulting from the Client’s failure to comply with such laws.
10. Limitation of Liability
10.1 To the maximum extent permitted by applicable law, the Service Provider’s total liability to the Client for any claim arising out of or relating to this Agreement shall not exceed the total amount of fees paid by the Client to the Service Provider under this Agreement.
10.2 In no event shall the Service Provider be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages.
11. Indemnification
11.1 The Client agrees to indemnify, defend, and hold harmless the Service Provider, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees and costs) arising out of or in any way connected with:
(a) The Client’s use of the Services;
(b) The Client’s breach of this Agreement; or
(c) The Client’s violation of any law or the rights of a third party.
12. Governing Law
12.1 This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflict of laws principles.
13. Force Majeure
13.1 Neither party shall be held liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, government orders, or natural disasters.
14. Non-Solicitation
14.1 During the term of this Agreement and for a period of one (1) year thereafter, the Client agrees not to solicit or hire any employee or contractor of the Service Provider without the Service Provider’s prior written consent.
15. Intellectual Property Rights
15.1 All intellectual property rights, including but not limited to copyrights, trademarks, and patents, arising from the services provided under this Agreement shall remain the exclusive property of the Service Provider until full payment is received.
15.2 Upon full payment, the Service Provider grants the Client a non-exclusive, non-transferable license to use the deliverables solely for their intended purpose.
15.3 This license does not include rights to pre-existing materials or third-party components incorporated into the deliverables.
15.4 Ownership of Custom Content
(a) All custom content created by the Service Provider (including text, graphics, and designs) shall remain the property of the Service Provider until full payment is received.
(b) Upon receipt of full payment, ownership (or the license to use, as specified) of such content transfers to the Client, subject to any third-party licenses embedded in the deliverables.
16. Dispute Resolution
16.1 Good Faith Negotiation
(a) The parties agree to first attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through good faith negotiation.
16.2 Arbitration
(a) If the dispute cannot be resolved through negotiation, it shall be resolved by binding arbitration under the rules of the Canadian Arbitration Association.
(b) Each party shall bear its own costs associated with the arbitration unless otherwise determined by the arbitrator.
17. Notices
17.1 Any notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified in the Client Proposal, unless otherwise designated in writing by one party to the other.
18. Website Footer Attribution
18.1 By default, websites developed under the Web/E-commerce Development Plan will include a “Powered by Twelverays” attribution in the footer, which shall hyperlink to the Service Provider’s website.
18.2 If the Client wishes to remove this attribution, a written request must be submitted via email to the Service Provider.
19. Portfolio and Case Studies
19.1 The Service Provider reserves the right to use the Client’s project, including screenshots, metrics, or case studies, as part of its portfolio unless the Client explicitly requests in writing that their project not be used for such purposes.
20. Warranties and Disclaimers
20.1 Service Warranty
(a) The Service Provider warrants that the Services will be performed in a professional and workmanlike manner, consistent with industry standards.
20.2 No Guarantee of Specific Results
(a) The Client acknowledges that the Service Provider does not guarantee any particular outcome or result (including specific search engine rankings, ROI, or website traffic) from the Services.
(b) Results may vary due to factors beyond the Service Provider’s control.
20.3 Third-Party Integrations
(a) The Service Provider may recommend or integrate third-party applications, APIs, or plugins as part of the Services.
(b) Such third-party components are provided “as is,” and the Service Provider makes no warranties or representations concerning their functionality, security, or ongoing availability.
(c) The Client must comply with any terms of use imposed by third-party providers and may be responsible for separate subscription fees paid directly to these providers.
20.4 Disclaimer of Other Warranties
Except as expressly provided herein, the Service Provider disclaims all other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
21. Entire Agreement
21.1 This Agreement, together with any applicable Client Proposal, constitutes the entire agreement between the Client and the Service Provider regarding the subject matter herein.
21.2 This Agreement supersedes all prior discussions, representations, or agreements, whether written or oral.
21.3 Any modifications or amendments must be in writing and signed by both parties.
22. Client Responsibilities
22.1 Timely Provision of Materials
The Client agrees to provide all necessary materials, information, and approvals required for the Service Provider to perform the Services in a timely manner.
22.2 Access to Resources
The Client shall ensure that the Service Provider has access to all necessary resources, including but not limited to systems, personnel, and facilities, as needed to perform the Services.
22.3 Compliance with Laws
The Client is responsible for ensuring that all content and materials provided to the Service Provider comply with applicable laws and regulations.
22.4 Payment Obligations
The Client agrees to fulfill all payment obligations as outlined in this Agreement and in the Client Proposal, including adherence to payment schedules and terms.
22.5 Feedback and Communication
The Client shall provide timely feedback and maintain open communication to facilitate the efficient progression of the project.
22.6 Access and Security
(a) The Client is responsible for providing secure access to any systems, hosting accounts, domain registrars, and third-party tools necessary for the Service Provider to fulfill the scope of work.
(b) The Service Provider will take reasonable measures to safeguard login credentials but is not liable for unauthorized access resulting from the Client’s negligence or for vulnerabilities beyond the Service Provider’s control.
22.7 Project Delays and Dependencies
(a) The timely completion of the Services is contingent upon the Client’s prompt provision of information, materials, and approvals.
(b) The Service Provider is not liable for missed deadlines or delays if the Client fails to provide the necessary assets or feedback within agreed-upon timeframes.
23. Reselling Software Licenses
23.1 Scope of Reselling
(a) The Service Provider may, from time to time, resell software licenses (e.g., Bitdefender or other third-party software) as part of its service offerings.
(b) The Client acknowledges that the Service Provider acts merely as a reseller for such third-party software and does not develop, own, or control the software products themselves.
23.2 Purchase and Payment
(a) Once the Client authorizes the Service Provider to purchase a software license on the Client’s behalf, or once the Client purchases such a license through the Service Provider, the associated fee shall be deemed fully earned.
(b) License fees are billed in accordance with the terms outlined in the Client Proposal or any subsequent invoice.
(c) Credit Card Processing Fee: If the Client pays for the software license using a credit card, a processing fee equal to three percent (3%) of the invoiced amount for the software license will be added to each credit card transaction.
23.3 No Refund Policy
(a) All license fees for third-party software are non-refundable once paid, regardless of whether the Client continues to use the software.
(b) The Client acknowledges that the Service Provider has no authority to grant refunds for third-party software; any refund policies would be subject to the third-party software provider’s terms and conditions (if applicable).
23.4 Licensing Terms and Obligations
(a) Use of any resold software license is subject to the end-user license agreement (“EULA”) or similar terms provided by the third-party software provider. The Client agrees to abide by such terms.
(b) The Client is solely responsible for ensuring compliance with all applicable licensing terms and for any resulting liabilities in the event of non-compliance.
23.5 Renewals and Maintenance
(a) If the license requires periodic renewal or recurring fees, the Client shall be responsible for such renewal costs, unless otherwise specified in writing.
(b) The Service Provider may, at its discretion, notify the Client of upcoming renewals; however, the responsibility to track and renew licenses remains with the Client unless explicitly stated in a written agreement.
23.6 Disclaimer of Warranties
(a) The Service Provider makes no warranties or representations regarding the performance, functionality, or security of the third-party software.
(b) The Client acknowledges that all warranties, guarantees, or service commitments for the software are provided solely by the third-party software provider under its own terms.
23.7 Limitation of Liability
(a) The Service Provider shall not be liable for any losses, damages, or claims arising from the use, misuse, or inability to use third-party software, except to the extent caused by the Service Provider’s gross negligence or willful misconduct.
(b) Any liability on the part of the Service Provider related to the resale of such licenses shall be subject to the limitations set forth in Section 10 (Limitation of Liability) of this Agreement.
24. Acceptance
24.1 By engaging the Service Provider’s services, the Client acknowledges having read, understood, and agreed to be bound by this Agreement and all terms contained herein.
