Last updated: June 22, 2026
These Terms of Service (the "Terms") govern the relationship between Twelverays ("Twelverays", "we", "us", or "our") and each client, customer, organization, government entity, nonprofit, or other business that purchases, accepts, or uses our services ("Client", "you", or "your").
Twelverays provides digital marketing, search engine optimization, paid media, CRM implementation, revenue operations, web development, AI operations design, technology consulting, and related professional services. These Terms are intended for business-to-business engagements and do not create consumer, employment, partnership, joint venture, franchise, fiduciary, or agency relationships.
By signing or accepting a proposal, statement of work, order form, quote, invoice, Qwilr proposal, electronic signature document, Stripe payment authorization, or other engagement document that references these Terms, you agree to these Terms on behalf of the Client. The person accepting these Terms represents that they have authority to bind the Client.
1.1 "SOW" means any proposal, statement of work, order form, Qwilr proposal, quote, invoice, change order, or other written engagement document accepted by both parties.
1.2 Each SOW will describe the commercial details of the engagement, such as services, deliverables, fees, payment schedule, timelines, initial term, renewal terms, service assumptions, included hours, third-party costs, and any special terms.
1.3 These Terms apply to every SOW unless the SOW expressly states that a specific provision of these Terms is being overridden. A general statement in a Client purchase order, procurement portal, vendor form, email, or payment record does not override these Terms.
1.4 If there is a conflict, the following order applies:
1.5 Client purchase-order terms, procurement portal terms, vendor onboarding terms, click-through terms, and other Client-side standard terms are rejected and have no effect unless Twelverays signs a written document expressly accepting those terms.
2.1 Twelverays provides services using commercially reasonable skill and care. Services may include SEO, paid search, paid social, demand generation, HubSpot, Salesforce, Dynamics 365, CRM and RevOps consulting, web design and development, Webflow, Shopify, WordPress, custom development, analytics, reporting, AI operations design, managed AI, audits, strategy, retainers, discovery sessions, and related work.
2.2 The specific services and deliverables are only those stated in the applicable SOW. Any service, deliverable, feature, integration, training, migration, support obligation, compliance obligation, guarantee, or timeline not expressly stated in the SOW is excluded.
2.3 Twelverays may determine the manner, method, tools, personnel, sequencing, and technical approach used to deliver the services, unless the SOW expressly requires a specific approach.
2.4 Twelverays may refuse or stop work that, in its reasonable judgment, creates legal risk, security risk, reputational risk, platform-policy risk, safety risk, or risk of violating applicable law or third-party terms.
3.1 Client is responsible for timely cooperation and for providing all information, materials, approvals, access, decisions, data, content, credentials, licenses, and third-party cooperation reasonably needed for Twelverays to perform the services.
3.2 Client must provide complete, accurate, current, sufficient, and authorized access to all systems required for the services. This may include admin-level or equivalent access to websites, DNS, hosting, CMS platforms, ecommerce platforms, CRM systems, analytics tools, tag managers, ad accounts, social accounts, payment systems, repositories, data warehouses, email systems, marketing automation tools, domain registrars, cloud accounts, project management systems, and other third-party platforms.
3.3 Client must provide access in a secure and policy-compliant manner. Twelverays may require user-based access, multi-factor authentication, password managers, least-privilege access where appropriate, client-owned accounts, written authorization, or platform-approved access methods. Client must not require Twelverays to use improper access methods, shared personal logins where inappropriate, fake accounts, unapproved credential sharing, or methods that violate platform terms.
3.4 Failure to provide proper, timely, complete, and sufficient access is a Client-caused delay and may be a material breach. If Client access, approvals, materials, or cooperation are missing or insufficient:
3.5 Client is responsible for the accuracy, legality, completeness, quality, and suitability of all Client materials, instructions, claims, data, content, product information, customer information, lists, offers, prices, testimonials, regulated claims, and approvals.
3.6 Client is responsible for obtaining and maintaining all rights, licenses, consents, notices, permissions, authorizations, and lawful authority required for Twelverays to access, process, use, modify, publish, transmit, migrate, analyze, or disclose anything Client provides or instructs Twelverays to use.
3.7 Client is responsible for legal review and compliance for Client's business, products, services, claims, regulated-industry obligations, advertising claims, privacy obligations, CASL and anti-spam compliance, consent records, suppression lists, accessibility obligations, consumer notices, platform-policy compliance, and final approval of campaigns, content, automations, websites, emails, SMS, ads, landing pages, CRM workflows, AI-assisted outputs, and other deliverables.
3.8 Client must identify any legal, regulatory, security, privacy, procurement, data residency, accessibility, public-sector, industry-specific, or internal compliance requirements before work begins. Twelverays is not responsible for undisclosed requirements.
3.9 Client must promptly review deliverables, respond to questions, attend required meetings, and provide approvals. Unless the SOW says otherwise, Twelverays may rely on approvals from Client's employees, contractors, agencies, representatives, or platform users who reasonably appear to have authority.
4.1 Timelines are estimates unless the SOW expressly states that a deadline is fixed and not dependent on Client or third-party inputs.
4.2 Client-caused delays include missing access, limited access, late materials, late feedback, unavailable stakeholders, unclear instructions, scope changes, delayed approvals, third-party platform issues, late payment, chargebacks, security restrictions, procurement delays, legal review delays, data-quality issues, and other circumstances outside Twelverays' reasonable control.
4.3 Client-caused delays automatically extend all affected timelines. Twelverays may reallocate resources, revise schedules, pause work, or require a change order if delay materially affects the project plan.
4.4 Fees, retainers, minimum commitments, recurring charges, and payment schedules are not paused by Client-caused delays unless Twelverays agrees in writing.
5.1 Twelverays is not required to perform work outside the SOW.
5.2 Out-of-scope work requires written approval, a change order, additional fees, use of retainer hours, or other written commercial approval from Twelverays.
5.3 Out-of-scope work includes additional features, pages, campaigns, integrations, data cleanup, migrations, meetings, revisions, approvals, training, documentation, support, after-hours work, urgent work, platform remediation, legal or compliance review, new stakeholders, additional business units, extra rounds of feedback, and rework caused by Client changes or incomplete instructions.
5.4 Twelverays may charge for time spent investigating, estimating, scoping, debugging, remediating, or responding to out-of-scope requests.
6.1 Fees, payment schedules, billing cycles, deposits, minimum commitments, retainers, setup fees, milestone payments, recurring charges, and payment methods are stated in the SOW or invoice.
6.2 All fees are quoted and payable in U.S. dollars unless the SOW or invoice expressly states another currency.
6.3 Taxes are extra. Client is responsible for all applicable taxes, duties, levies, withholdings, bank fees, currency conversion costs, payment processor fees, wire fees, chargeback fees, and similar transaction costs, unless Twelverays expressly agrees otherwise in writing.
6.4 Payments must be made without setoff, counterclaim, holdback, deduction, or withholding, except to the extent withholding is legally required. If withholding is legally required, Client must increase the payment so Twelverays receives the full amount it would have received without the withholding, unless prohibited by law.
6.5 Stripe, Qwilr, and credit card payment are standard payment methods where available. Twelverays may also accept EFT, ACH, wire transfer, or other invoice payment methods stated in the SOW or approved by Twelverays.
6.6 Cheques are discouraged and are not accepted unless Twelverays agrees. If Twelverays accepts payment by cheque, Client must pay a US$100 processing fee for each cheque, plus any bank, return, or collection fees. Twelverays is not responsible for service delays caused by cheque processing.
6.7 Third-party and pass-through costs are separate from Twelverays fees unless the SOW expressly includes them. Client is responsible for ad spend, media spend, SaaS subscriptions, hosting, domains, plugins, themes, stock assets, software licenses, app subscriptions, marketplace fees, data providers, payment processing fees, platform fees, vendor fees, shipping, travel, and other third-party charges.
6.8 All paid amounts are non-refundable once paid, including deposits, setup fees, retainers, prepaid hours, prepaid service packages, monthly fees, milestone payments, minimum commitments, and recurring fees, except to the extent the SOW expressly says otherwise or applicable law requires otherwise.
7.1 Twelverays uses third-party payment processors and proposal platforms, including Stripe and Qwilr. Client's use of those services may be subject to their own terms and privacy notices.
7.2 By providing payment information or approving payment through Stripe, Qwilr, or another payment method, Client authorizes Twelverays and its payment processors to charge the approved payment method for fees, recurring payments, invoices, renewal periods, late fees, taxes, chargeback fees, third-party costs, and other amounts due under the applicable SOW and these Terms.
7.3 Twelverays does not directly store complete payment card numbers. Payment information may be stored by Stripe or another payment processor.
7.4 For any new SOW or subsequent contract, Twelverays will provide the proposal, SOW, invoice, or other written authorization before charging the payment method for that new engagement. Client authorizes use of a stored payment method for new engagements that Client accepts.
7.5 Client is responsible for maintaining current and valid payment information.
8.1 Invoices are due as stated in the SOW or invoice. If no due date is stated, invoices are due upon receipt.
8.2 Twelverays may provide a seven-day grace period for late payments, but doing so does not waive any rights.
8.3 Overdue amounts accrue interest at 1.5% per month, calculated monthly, or the maximum amount permitted by law, whichever is lower.
8.4 Twelverays may suspend services, access, deliverables, work product, support, meetings, reporting, launches, deployments, account management, and other work if payment is overdue after any grace period.
8.5 Twelverays may terminate the applicable SOW and accelerate unpaid committed fees if payment remains overdue for more than 15 consecutive days.
8.6 Client must raise any invoice or payment dispute in writing within 10 days after the invoice date or payment date. The notice must describe the disputed amount and basis for dispute in reasonable detail. Undisputed amounts remain due and payable.
8.7 Client agrees to contact Twelverays and allow a reasonable opportunity to resolve payment disputes before initiating a chargeback or payment reversal.
8.8 An improper chargeback, payment reversal, or payment cancellation is a material breach unless based on actual fraud, duplicate charge, or clear billing error. Twelverays may suspend services immediately after a chargeback or payment reversal.
8.9 Client is responsible for chargeback fees, payment reversal fees, collection costs, legal fees, arbitration costs, court costs, enforcement costs, and other reasonable costs Twelverays incurs to collect unpaid amounts or enforce these Terms or an SOW.
9.1 The initial term of each engagement is stated in the SOW. If no initial term is stated, the SOW continues until the services are completed or terminated under these Terms.
9.2 Fixed-term commitments are binding for the full initial term stated in the SOW. Client remains responsible for all fees committed through the end of the initial term, even if Client stops using the services, delays the project, refuses access, changes priorities, or attempts to terminate early without Twelverays' uncured material breach.
9.3 Twelverays may, in its sole discretion, agree in writing to a reduced early termination amount, but is not required to do so.
9.4 Unless the SOW expressly states different renewal terms, fixed-term services renew month-to-month after the initial term. Either party may stop month-to-month renewal by giving at least 30 days' written notice.
9.5 If the SOW expressly states a different renewal term, notice period, or non-renewal process, the SOW controls that commercial term.
9.6 Either party may terminate an SOW for material breach if the breach is not cured within 30 days after written notice describing the breach in reasonable detail.
9.7 Twelverays may suspend or terminate services immediately, with or without a cure period, for non-payment, chargebacks, missing or insufficient access, security risk, unlawful instructions, platform-policy risk, Client misconduct, abusive behaviour, reputational risk, violation of law, violation of third-party terms, unauthorized use of deliverables, confidentiality breach, or circumstances that prevent safe or commercially reasonable delivery.
9.8 Termination does not relieve Client from payment obligations accrued before termination or committed through the end of the initial SOW term.
9.9 Upon termination, Twelverays may stop work, revoke access to non-paid deliverables, withhold transfer of work product until full payment, invoice for accrued amounts, invoice for committed unpaid amounts, and recover collection and enforcement costs.
10.1 Retainer plans and prepaid service packages provide access to a stated number of service hours or service capacity, as described in the SOW.
10.2 Retainer hours are tracked in reasonable increments and may be used for eligible services approved by Twelverays.
10.3 Unused retainer hours roll over only while Client remains active and in good standing. Unless the SOW says otherwise, unused retainer hours expire 12 months after purchase.
10.4 Retainer hours have no cash value, are non-refundable, cannot be transferred, and cannot be used after expiration, termination, account suspension, or non-payment unless Twelverays agrees in writing.
10.5 Urgent, rush, after-hours, weekend, holiday, emergency, or specialized work may be charged at premium rates or deducted from retainer hours at a higher multiplier if approved or stated in the SOW.
11.1 Client must review deliverables promptly.
11.2 Unless the SOW says otherwise, deliverables are deemed accepted unless Client gives specific written notice of material non-conformance within five business days after delivery.
11.3 Silence, approval, launch approval, publication, use, payment, continued use, or failure to give specific written rejection within the review period constitutes acceptance.
11.4 Rejections must identify the specific material non-conformance against the SOW. General dissatisfaction, preference changes, stakeholder changes, scope changes, new requirements, or business-performance concerns are not material non-conformance.
11.5 Twelverays may correct valid non-conformances within a reasonable time. Corrections do not restart the entire review period unless Twelverays agrees.
12.1 Twelverays does not guarantee rankings, traffic, leads, sales, revenue, profit, conversion rates, return on ad spend, ad approvals, platform approvals, deliverability, open rates, click-through rates, followers, engagement, CRM adoption, automation outcomes, AI output accuracy, website speed scores, accessibility compliance, search engine indexing, search engine visibility, analytics accuracy, attribution accuracy, platform uptime, or any other business outcome.
12.2 Results depend on many factors outside Twelverays' control, including Client inputs, budgets, market conditions, competition, customer behaviour, platform policies, search engine algorithms, ad auction dynamics, tracking limitations, browser changes, privacy settings, third-party downtime, historical account quality, data quality, sales execution, product-market fit, and Client approvals.
12.3 Forecasts, projections, audits, roadmaps, estimates, recommendations, dashboards, metrics, and strategies are professional opinions and planning tools, not guarantees.
13.1 Many services depend on third-party platforms, including Google, Microsoft, Meta, LinkedIn, Salesforce, HubSpot, Dynamics 365, Webflow, Shopify, WordPress, hosting providers, domain registrars, analytics platforms, payment processors, email platforms, AI providers, plugins, APIs, and other vendors.
13.2 Twelverays is not responsible for third-party platform changes, outages, bugs, policy decisions, account suspensions, ad disapprovals, API limits, attribution changes, algorithm changes, ranking changes, pricing changes, feature removals, security incidents, marketplace decisions, DNS issues, hosting failures, browser changes, plugin or theme conflicts, malware, unsupported systems, or changes made by Client or third parties.
13.3 Client is responsible for complying with third-party platform terms and maintaining ownership, billing, security, and administrative control of Client-owned accounts.
13.4 Twelverays may recommend third-party tools, but Client is responsible for deciding whether to purchase, use, configure, or continue those tools.
14.1 Unless an active SOW expressly includes ongoing support, Twelverays is not responsible for maintaining, monitoring, updating, securing, debugging, or supporting websites, software, plugins, themes, hosting, DNS, domains, APIs, integrations, or third-party systems after delivery or launch.
14.2 Twelverays is not responsible for defects, downtime, data loss, incompatibility, security issues, or performance issues caused by third-party updates, client edits, unauthorized changes, malware, unsupported legacy systems, poor hosting, DNS configuration, platform limitations, or changes outside Twelverays' control.
14.3 Client is responsible for backups unless the SOW expressly assigns backup obligations to Twelverays.
15.1 Client is responsible for source-data quality, completeness, legality, deduplication, accuracy, formatting, business rules, field mapping decisions, approvals, and retention decisions.
15.2 Twelverays is not liable for defects, duplicates, missing fields, bad records, incomplete migrations, reporting issues, automation errors, or downstream impacts caused by inaccurate, incomplete, duplicated, corrupted, outdated, non-compliant, or poorly structured source data.
15.3 Client must review and approve migration logic, mappings, sample records, testing outputs, and go-live decisions. Client-approved migration logic is Client's responsibility.
16.1 Twelverays may use artificial intelligence tools, machine learning tools, automation tools, and third-party AI providers where appropriate to deliver services.
16.2 AI-assisted outputs are drafts, recommendations, analysis, or work-product inputs. They are not legal, financial, medical, regulatory, tax, accounting, security, or other professional advice.
16.3 Client is responsible for reviewing, validating, approving, and legally clearing final use of AI-assisted outputs.
16.4 Client must not provide sensitive, regulated, confidential, or personal information for use with AI tools unless the SOW expressly permits it or Twelverays approves it in writing.
17.1 Client must not provide sensitive or regulated data unless the SOW expressly permits it or Twelverays approves it in writing.
17.2 Sensitive or regulated data includes health information, financial account data, payment card data, government identifiers, children's data, biometric data, precise geolocation, criminal records, special-category data, regulated professional records, legally privileged material, and data subject to special contractual, legal, or industry safeguards.
17.3 If Client provides sensitive or regulated data, Client remains responsible for lawful authority, notices, consents, safeguards, minimization, data classification, regulatory compliance, and any additional legal requirements.
18.1 Each party will comply with privacy laws applicable to that party and its role.
18.2 For Client-provided personal information and project data, Twelverays acts as a service provider, processor, contractor, or similar role, as applicable, and processes that data to provide services, operate the engagement, improve service delivery, protect security, comply with law, and exercise legal rights.
18.3 Client is responsible for having lawful authority to provide personal information and project data to Twelverays and for giving required notices, obtaining required consents, maintaining consent records, honoring suppression lists, and approving lawful uses.
18.4 Twelverays may use subcontractors, contractors, affiliates, service providers, and vendors to process data in connection with the services, subject to appropriate confidentiality or service obligations.
18.5 Client must not instruct Twelverays to process personal information unlawfully or in violation of third-party rights.
19.1 Client retains ownership of materials Client provides to Twelverays.
19.2 Subject to full payment of all amounts due, Client owns final custom deliverables created specifically for Client under the SOW, excluding Twelverays Background IP.
19.3 "Twelverays Background IP" means all pre-existing and independently developed intellectual property, tools, templates, frameworks, methods, know-how, processes, strategies, checklists, code libraries, reusable components, prompts, automations, workflows, systems, software, documentation, training materials, analytical methods, business processes, inventions, concepts, ideas, designs, and generalized learnings owned, used, or developed by Twelverays.
19.4 Twelverays retains all rights in Twelverays Background IP, including TR-OS, internal systems, reusable libraries, templates, methods, workflows, automations, prompts, code patterns, and agency methodology.
19.5 Twelverays may reuse, adapt, improve, commercialize, and develop ideas, techniques, workflows, processes, non-confidential components, residual knowledge, generalized learnings, inventions, know-how, and skills developed or used during an engagement, provided Twelverays does not disclose Client's confidential information in violation of these Terms.
19.6 Client receives no rights in Twelverays Background IP except a limited, non-exclusive, non-transferable license to use any embedded Background IP solely as part of the final deliverables for Client's internal business purposes, subject to full payment and any third-party license terms.
19.7 Twelverays may withhold transfer of deliverables, source files, credentials, documentation, or work product until all amounts due are paid in full.
19.8 Client must not reverse engineer, resell, sublicense, extract, copy for reuse, or commercialize Twelverays Background IP except as expressly permitted in writing.
20.1 Unless the SOW says otherwise, Twelverays may identify Client as a client and use Client's name, logo, general project description, industry, and non-confidential summary of services in portfolios, case studies, pitch materials, websites, social media, award submissions, sales materials, and marketing materials.
20.2 Twelverays will seek written approval before publishing confidential details, screenshots of private systems, non-public performance metrics, or sensitive business information.
20.3 Twelverays may use publicly available information, generalized descriptions, sanitized insights, and aggregated results without approval if they do not disclose Client's confidential information.
21.1 Each party may receive confidential information from the other party. Confidential information includes non-public business, technical, financial, customer, pricing, security, product, strategy, marketing, operational, and project information that should reasonably be understood as confidential.
21.2 Each party will use the other party's confidential information only for the engagement and will protect it using reasonable care.
21.3 Confidential information does not include information that is publicly available without breach, already known without confidentiality obligation, independently developed without use of the other party's confidential information, or lawfully received from a third party.
21.4 Twelverays may use residual knowledge, generalized learnings, professional skills, non-identifying insights, sanitized project insights, and know-how that do not disclose Client's confidential information.
21.5 A party may disclose confidential information to its employees, contractors, advisors, vendors, insurers, lawyers, accountants, auditors, and representatives who need to know it and are bound by confidentiality or professional obligations.
21.6 A party may disclose confidential information where required by law, court order, subpoena, regulator, stock exchange, government authority, or legal process, provided the party gives notice where legally permitted.
22.1 Twelverays may use employees, contractors, subcontractors, affiliates, offshore or remote personnel, vendors, and service providers to deliver services.
22.2 Twelverays remains responsible for services performed under the SOW, subject to these Terms.
22.3 Twelverays may change personnel, subcontractors, vendors, and delivery methods at its discretion.
23.1 Twelverays will perform services in a professional and commercially reasonable manner.
23.2 Except as expressly stated in these Terms or an SOW, services and deliverables are provided "as is" and "as available".
23.3 To the maximum extent permitted by law, Twelverays disclaims all warranties, conditions, and representations, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, uninterrupted operation, error-free operation, accessibility compliance, security, profitability, results, and suitability for Client's intended use.
23.4 Twelverays does not provide legal, tax, accounting, medical, financial, investment, regulatory, accessibility, cybersecurity, or privacy-law advice unless an SOW expressly states otherwise. Client should obtain advice from qualified professionals for those matters.
24.1 To the maximum extent permitted by law, Twelverays' total aggregate liability arising out of or related to an SOW, the services, deliverables, these Terms, or the relationship between the parties is limited to the lesser of:
24.2 The liability cap excludes ad spend, media spend, platform fees, payment processor fees, taxes, third-party costs, pass-through expenses, reimbursed expenses, and amounts not retained by Twelverays.
24.3 To the maximum extent permitted by law, Twelverays is not liable for indirect, incidental, special, consequential, exemplary, punitive, enhanced, or similar damages, including lost profits, lost revenue, lost savings, lost data, loss of goodwill, business interruption, loss of opportunity, reputational harm, replacement services, ad account suspension, ranking drops, algorithm changes, platform decisions, or third-party claims.
24.4 Twelverays is not liable for claims arising from Client materials, Client instructions, Client data, Client products or services, Client legal compliance, Client approvals, Client delays, missing access, third-party platforms, third-party vendors, Client systems, unauthorized changes, chargebacks, or Client's use of deliverables.
24.5 These limitations apply regardless of legal theory, whether in contract, tort, negligence, strict liability, statute, equity, or otherwise, even if Twelverays has been advised of the possibility of damages.
24.6 Nothing in these Terms limits liability to the extent limitation is prohibited by law. If counsel determines that gross negligence, willful misconduct, or fraud cannot be limited under applicable law, those limitations apply only to the maximum extent legally permitted.
24.7 The limitations in this section do not limit Client's payment obligations, indemnity obligations, confidentiality obligations, or obligations relating to misuse of Twelverays intellectual property.
25.1 Client will indemnify, defend, and hold harmless Twelverays and its owners, directors, officers, employees, contractors, subcontractors, affiliates, representatives, and service providers from and against claims, demands, proceedings, damages, losses, liabilities, fines, penalties, settlements, judgments, costs, and expenses, including reasonable legal fees, arising from or related to:
25.2 Twelverays may control the defense and settlement of any indemnified claim, or require Client to defend the claim with counsel acceptable to Twelverays. Client may not settle a claim in a manner that admits fault by Twelverays, imposes obligations on Twelverays, or affects Twelverays' rights without Twelverays' written consent.
26.1 Twelverays may suspend services immediately for non-payment, overdue invoices, failed payment method, chargeback, missing access, limited access, security risk, unlawful instruction, abusive conduct, platform-policy risk, confidentiality breach, suspected fraud, Client-caused delay, legal risk, or any circumstance that prevents safe or commercially reasonable delivery.
26.2 Suspension does not pause fees, minimum commitments, recurring charges, retainer expiration, or payment obligations.
27.1 These Terms, each SOW, and any dispute between the parties are governed by the laws of British Columbia and the federal laws of Canada applicable in British Columbia, without regard to conflict-of-law rules.
27.2 The parties will first attempt to resolve disputes through good-faith business escalation.
27.3 Where enforceable, disputes will be resolved by confidential arbitration seated in Vancouver, British Columbia, before one arbitrator, in English, under applicable British Columbia arbitration law.
27.4 Twelverays may seek court relief, without first completing negotiation or arbitration, for unpaid fees, collections, payment disputes, chargebacks, injunctive relief, confidentiality breaches, intellectual property misuse, security incidents, unauthorized use of deliverables, or urgent equitable relief.
27.5 Subject to arbitration where enforceable, the courts located in British Columbia have exclusive jurisdiction and venue. Client irrevocably submits to those courts.
27.6 Nothing in this section limits rights or remedies that cannot be waived under applicable law.
28.1 The prevailing party in a dispute may recover reasonable legal fees and costs to the extent permitted by law.
28.2 Twelverays may recover collection costs, chargeback fees, payment processor fees, court costs, arbitration costs, enforcement costs, and reasonable legal fees incurred to collect unpaid amounts or enforce these Terms or an SOW.
29.1 Notices must be in writing and delivered by email, courier, registered mail, or another method stated in the SOW.
29.2 Notices to Twelverays may be sent to [email protected] unless the SOW states another notice address.
29.3 Notices to Client may be sent to the email, billing contact, project contact, or address stated in the SOW, invoice, proposal, payment record, or Client account.
29.4 Email notice is effective when sent, unless the sender receives a bounce-back or delivery-failure notice.
30.1 These Terms apply to government, public-sector, education, healthcare, and nonprofit clients to the maximum extent permitted by law.
30.2 If legally mandatory procurement, public-sector, nonprofit, grant, data-residency, or regulatory terms must apply, Client must identify them before SOW acceptance and they apply only if expressly included in the SOW or accepted in writing by Twelverays.
31.1 Client may not assign an SOW or these Terms without Twelverays' written consent.
31.2 Twelverays may assign, transfer, or delegate these Terms, any SOW, accounts receivable, or related rights and obligations in connection with a merger, acquisition, financing, restructuring, corporate reorganization, sale of assets, change of control, or similar transaction.
32.1 Twelverays is not liable for delay or failure caused by circumstances beyond its reasonable control, including acts of God, weather, fire, flood, pandemic, labour disruption, war, terrorism, civil unrest, supply-chain disruption, utility failure, internet failure, hosting failure, platform outage, cyberattack, government action, law change, third-party failure, or Client-caused delay.
33.1 Twelverays may update these Terms from time to time. The updated version will be posted on the Twelverays website or otherwise made available.
33.2 Updated Terms apply to new SOWs accepted after the update date. For active SOWs, updated Terms apply only to the extent stated in the SOW, accepted by Client, or permitted by law.
34.1 Electronic signatures, Qwilr approvals, Stripe payment authorizations, email approvals, click approvals, and other electronic acceptances are valid and binding.
34.2 If any provision is invalid or unenforceable, the remaining provisions remain in effect and the invalid provision will be modified to the minimum extent necessary to make it enforceable.
34.3 A party's failure to enforce a provision is not a waiver.
34.4 These Terms and the applicable SOW are the entire agreement between the parties for the engagement and replace prior discussions, proposals, drafts, and representations for that engagement.
34.5 Sections intended to survive termination survive, including payment, taxes, late fees, chargebacks, collections, confidentiality, privacy, data protection, intellectual property, publicity, warranties, disclaimers, limitation of liability, indemnity, dispute resolution, legal fees, and miscellaneous provisions.
Questions about these Terms may be sent to:
Twelverays
Email: [email protected]