Terms of Service

Web/E-commerce Development Plan Terms of Service

Applies to web development, e-commerce development plans.

Introduction

This Website Development Terms of Service ("Agreement") is entered into by and between Twelverays ("Service Provider") and the Client ("Client"), collectively referred to as the "Parties." This Agreement sets forth the terms and conditions under which the Client engages the Service Provider for the purpose of designing, developing, and deploying a website ("Services").

Scope of Services

The specific scope of services to be provided under this Agreement will be as outlined in the Client Proposal, which is hereby incorporated by reference. The Proposal details the specific services, deliverables, timelines, and any other requirements agreed upon between Twelverays ("Service Provider") and the Client ("Client"). The Client acknowledges that the Proposal is an integral part of this Agreement and agrees to the terms and conditions set forth therein.

  • Reference to Proposal: The Client is advised to refer to the Proposal for a detailed description of the services to be rendered, including but not limited to website design and development, digital marketing strategies, content creation, and any additional services agreed upon.
  • Amendments to Scope: Any changes or amendments to the scope of services as detailed in the Proposal must be agreed upon in writing by both parties and may be subject to additional fees.
  • Integration with Agreement: This Agreement and the accompanying Proposal constitute the entire agreement between the parties regarding the subject matter hereof. In the event of any inconsistency between the terms of this Agreement and the Proposal, the terms of the Proposal shall prevail.

Fees and Payment

The Client agrees to pay the Service Provider a fixed fee for the Services, as detailed in the attached proposal.

Hosting Fees, Tools, Plugins, Software, and SSL Certificates: The Client acknowledges that the price for the Services does not include any fees related to website hosting, tools, plugins, software, or SSL certificates.

The Client is required to purchase these directly from the respective providers. The Service Provider does not resell these services or products and will not be responsible for their procurement, renewal, or management, unless otherwise agreed upon in writing.

Payment Schedule

The payment schedule, including any deposits, milestones, final payments, and terms for late payments, will be as outlined in the Client Proposal, which is hereby incorporated by reference. The Proposal provides detailed information on the payment terms agreed upon between Twelverays ("Service Provider") and the Client ("Client"), including but not limited to the total project cost, payment milestones, due dates, and acceptable methods of payment.

  • Reference to Proposal: Clients are advised to review the Proposal for comprehensive details regarding the payment schedule. This includes any upfront deposits required to commence work, payment milestones tied to specific deliverables or project phases, and the due date for the final payment upon project completion.
  • Changes to Payment Terms: Any modifications to the payment schedule or terms as detailed in the Proposal must be mutually agreed upon in writing by both parties. Such changes may be necessitated by adjustments to the project scope or timeline.
  • Late Payment Policy: The Proposal also outlines the consequences of late payments, including any interest charges or fees and potential impacts on the delivery of services.
  • Integration with Agreement: This Agreement, along with the accompanying Proposal, constitutes the entire agreement between the parties with respect to the payment terms for the services rendered. In the event of any inconsistency between this Agreement and the Proposal, the terms outlined in the Proposal shall prevail.

Website Footer Attribution Clause

As part of our commitment to delivering high-quality web and e-commerce development services, Twelverays includes a standard attribution in the footer of websites developed under this plan. This clause outlines the terms related to the inclusion of the "Powered by Twelverays" attribution and the options available to Clients regarding this feature.

Standard Attribution

By default, all websites developed by Twelverays under the Web/E-commerce Development Plan will include a "Powered by Twelverays" attribution in the website's footer. This attribution will be designed to be unobtrusive and will include a hyperlink to the Twelverays website. The inclusion of this attribution serves several purposes:

  1. Promotes Quality Work: It signifies the quality and reliability of the website, backed by the expertise of Twelverays.
  2. Supports Our Brand: It helps support the Twelverays brand, allowing us to continue providing top-tier web development services.
  3. Enhances Credibility: For many clients, a professional affiliation with a reputable development agency enhances their website's credibility among users and stakeholders.

Client Options

We understand that some Clients may have preferences regarding the inclusion of the "Powered by Twelverays" attribution on their website. Therefore, we offer the following options:

  • Opt-Out: Clients who prefer not to include the "Powered by Twelverays" attribution in their website's footer are required to notify Twelverays of this decision. We respect our Clients' branding and design preferences and will honor requests to omit the attribution, provided such requests are made known to us.
  • Notification Process: To opt-out of the standard attribution, Clients should inform their Twelverays project manager in writing at the outset of the development project or at any time during the development process before the final website launch.

Implementation

The "Powered by Twelverays" attribution will be tastefully integrated into the website's design, ensuring it complements the overall aesthetic and user experience. Our team will handle the implementation of this feature, adhering to the best practices in web design and development.

Adjustments and Removal

Should the Client decide post-launch that they wish to remove or adjust the attribution, we request that they contact Twelverays directly to discuss their needs. We are committed to ensuring our Clients' satisfaction and will work collaboratively to address any concerns related to the attribution.

Portfolio and Case Study Rights

The Client grants Twelverays the non-exclusive, perpetual right to use any work product resulting from the services provided under this Agreement, including but not limited to website designs, graphics, and content, as part of Twelverays' portfolio and in other marketing materials. Furthermore, Twelverays may create and publish case studies based upon this work, which may include project details, objectives, and outcomes. Twelverays agrees to respect any reasonable privacy or confidentiality requests associated with the use of said work in its portfolio and marketing materials.

Client Responsibilities

The Client is responsible for providing the Service Provider with all necessary information, materials, and access to tools required to complete the Services. This includes, but is not limited to, content for the website, images, logos, and access credentials as needed.

Intellectual Property Rights

Upon full payment of the agreed fees, ownership of the final website design and code will be transferred to the Client. However, this does not include any third-party tools, plugins, software, or SSL certificates used in the website, which are subject to their respective licenses and copyrights.

Access to Internal Tools and Data Retention

Upon termination of services, the Client will lose access to any internal tools provided by Twelverays. The Service Provider reserves the right to delete any Client data within these tools post-termination. Clients are encouraged to ensure all necessary data is backed up or transferred before the end of the service period.

Termination

This Agreement may be terminated by either Twelverays ("Service Provider") or the Client ("Client") under the following conditions:

  • By the Client: The Client may terminate this Agreement at any time with written notice to the Service Provider. However, the Client acknowledges that, upon any such termination, no refunds will be provided for any payments already made to the Service Provider. This includes, but is not limited to, deposits, partial payments, or full payments for services rendered up to the point of termination.
  • By the Service Provider: The Service Provider may terminate this Agreement at any time with written notice to the Client for reasons including, but not limited to, non-payment of fees as outlined in the Proposal, failure to cooperate or provide necessary information for the completion of services, or breach of any terms of this Agreement. In such cases, no refunds will be provided for any payments already made.
  • Effect of Termination: Upon termination of this Agreement, the Client must cease all use of any work product or materials provided by the Service Provider, and the Service Provider will cease further work on the project. The termination of this Agreement does not affect the Client’s obligation to pay any outstanding fees owed to the Service Provider as outlined in the Proposal.
  • Survival: Sections of this Agreement that, by their nature, should survive termination will remain in effect after termination, including, but not limited to, Intellectual Property Rights, Limitation of Liability, and Governing Law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of British Columbia for any legal proceedings related to this Agreement.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.

Amendment

No amendment, modification, or addition to this Agreement shall be effective unless it is in writing and signed by both Parties.

No Liability

Twelverays shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, resulting from the use or the inability to use the services provided. This no liability clause is subject to the fullest extent permitted by law and does not affect any liability that cannot be excluded or limited under applicable law.

Acceptance

By engaging the Services of the Service Provider, the Client agrees to the terms and conditions set forth in this Agreement.

Retainer Plan Terms Of Service

Applies to ALL retainer plans.

Introduction

This Terms of Service ("Agreement") is established between Twelverays ("Service Provider") and the Client ("Client") for the provision of services on a retainer basis. By engaging in this Agreement, the Client commits to a retainer arrangement under the terms outlined herein, aimed at delivering digital marketing, web development, and CRM consulting services.

Scope of Services

The scope of services to be provided under this retainer agreement is detailed in the Client Proposal, which is incorporated by reference into this Agreement. This engagement is conducted on a time-and-materials basis, allowing for adaptability to the Client's changing needs. The Proposal specifies the services included, estimated time allocations, and materials required. The Client acknowledges that the retainer fee excludes the cost of any additional software, tools, or subscriptions necessary to complete the work. The Client is responsible for the direct payment of these additional resources, with the Service Provider advising on any required software or tools and obtaining the Client's approval before proceeding.

Payment Terms

Payment for the retainer is required upfront, prior to the commencement of services. The retainer is valid for one year from the date of purchase, with no rollover of unused services or time. Billing will be conducted on a minute-by-minute basis, ensuring precise accounting for the time spent on the Client's projects. Given the nature of this agreement, the retainer fee is non-refundable.

Termination

Either party may terminate this Agreement with written notice if the other party breaches any of its terms and fails to rectify the breach within thirty (30) days of such notice. Upon termination, no refunds will be provided for any unused retainer fees.

Client Responsibilities

The Client is responsible for approving any additional costs associated with the acquisition of software or tools necessary for project completion. Direct purchase or subscription to these resources is the Client's responsibility, with the Service Provider offering assistance in selection and setup but not covering these costs.

Portfolio and Case Study Rights

The Client grants Twelverays the non-exclusive, perpetual right to use any work product resulting from the services provided under this Agreement, including but not limited to website designs, graphics, and content, as part of Twelverays' portfolio and in other marketing materials. Furthermore, Twelverays may create and publish case studies based upon this work, which may include project details, objectives, and outcomes. Twelverays agrees to respect any reasonable privacy or confidentiality requests associated with the use of said work in its portfolio and marketing materials.

Access to Internal Tools and Data Retention

Upon termination of services, the Client will lose access to any internal tools provided by Twelverays. The Service Provider reserves the right to delete any Client data within these tools post-termination. Clients are encouraged to ensure all necessary data is backed up or transferred before the end of the service period.

Contesting Timesheets

Policy on Contesting Timesheets

To ensure transparency and fairness in the administration of Retainer-Based Plans, the Service Provider has instituted a procedure for Clients to contest timesheet entries. This policy is designed to address and resolve any disputes or concerns regarding the tracking and billing of support hours as recorded in the project management tracking software, ensuring accuracy and client satisfaction.

Procedure for Contesting Timesheets

Clients who have concerns about specific timesheet entries related to their Retainer-Based Plan must submit their contestation within 5 business days from the date the entry was logged in the project management tracking software. This period allows for a timely and efficient review and resolution process.

Steps to Contest a Timesheet:

  1. Notification: To initiate a contestation, the Client is required to provide written notification to the Service Provider. This notification should detail the specific timesheet entries being contested and include any relevant explanations or evidence supporting the contestation.
  2. Review Process: Upon receipt of a contestation notice, the Service Provider will review the contested entries against project activity logs, communication records, and any other pertinent documentation to verify the accuracy of the timesheet entries in question.
  3. Resolution and Communication: The Service Provider will communicate the findings of the review to the Client within a reasonable timeframe. If the review finds that the contested timesheet entries were inaccurately recorded, appropriate adjustments will be made to the Client's timesheet and associated billing. Conversely, if the review upholds the original timesheet entries, the Service Provider will provide a comprehensive explanation to the Client detailing the basis for this determination.
  4. Billing Adjustments: Any adjustments to the Client's billing resulting from a successful contestation will be applied to the current or next billing cycle, depending on the timing of the review process and resolution.

Commitment to Accuracy and Fairness

The Service Provider is dedicated to ensuring that all billing for Retainer-Based Plans is accurate and reflective of the actual services provided. This contestation policy underscores our commitment to fairness and our willingness to address and resolve any billing concerns promptly and effectively.

Finality of Decision

The Service Provider's decisions regarding contested timesheet entries are considered final. Clients are encouraged to provide comprehensive details and any supporting documentation when contesting timesheet entries to facilitate a thorough and fair review process.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of British Columbia for any legal proceedings related to this Agreement.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.

Amendment

No amendment, modification, or addition to this Agreement shall be effective unless it is in writing and signed by both Parties.

No Liability

Twelverays shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, resulting from the use or the inability to use the services provided. This no liability clause is subject to the fullest extent permitted by law and does not affect any liability that cannot be excluded or limited under applicable law.

Acceptance

By engaging the Services of the Service Provider, the Client agrees to the terms and conditions set forth in this Agreement.

3/6/12 Mo Commitment Plan Terms Of Service

Applies to ecomm PPC, Lead gen PPC, Paid social, Social media management, SEO, Short video management, Email marketing plans.

Introduction

This Terms of Service ("Agreement") outlines the billing and service terms for the 3, 6, and 12-month commitment plans offered by Twelverays ("Service Provider") to the Client ("Client"). These plans are designed to provide continuous service for the duration of the chosen commitment period.

Scope of Work

The specific scope of work to be provided under this Agreement is detailed in the Client Proposal, which is hereby incorporated by reference. The Proposal outlines the services to be rendered, deliverables, timelines, and any other specifics agreed upon between the Service Provider and the Client.

Billing Cycle and Renewal

The billing cycle for each commitment plan (3, 6, or 12 months) begins on the date of the first purchase. For example:

  • If a Client purchases a 3-month plan on January 1, the plan will renew on April 1.
  • A 6-month plan purchased on February 1 will renew on August 1.
  • A 12-month plan starting on March 1 will renew on March 1 of the following year.

Plans automatically renew for the same duration at the end of each commitment period, using the credit card or payment method on file.

Cancellation Policy

Clients may cancel their plan with a 30-day notice prior to the end of the current commitment period. Cancellation requests must be submitted in email. Failure to provide a 30-day notice will result in the automatic renewal of the plan for the same term.

No Rollover, No Refund, No Proration

Unused services or features of the plan do not roll over to the next billing cycle. There are no refunds for partial use or mid-term cancellation of the service. Plans are billed in full at the start of each commitment period without proration for late starts or early terminations.

Automatic Renewal

All plans are set to auto-renew using the credit card or payment method on file to ensure uninterrupted service. This convenience allows Clients to continue benefiting from Twelverays services without the need to manually renew their plan at the end of each term.

Manual Renewal Service Fee

If a Client prefers manual renewal over automatic renewal, a service fee of $50 USD will be applied to each manual renewal transaction. This fee covers the additional administrative efforts required to process renewals manually and maintain the account without the efficiencies of automatic billing systems.

Plan Changes

Clients wishing to upgrade (e.g., from Tier 1 to Tier 2) or downgrade (e.g., from Tier 3 to Tier 2) their plan must provide a 30-day notice. This notice period allows Twelverays to make the necessary adjustments to the service and billing for the upcoming term. Plan changes are subject to the terms and conditions of the new plan, including adjustments in service offerings and pricing.

Portfolio and Case Study Rights

The Client grants Twelverays the right to use any work product resulting from the services in its portfolio and for case study purposes. This includes showcasing the scope, quality, and impact of the work performed, subject to any confidentiality agreements.

Access to Internal Tools and Data Retention

Upon termination of services, the Client will lose access to any internal tools provided by Twelverays. The Service Provider reserves the right to delete any Client data within these tools post-termination. Clients are encouraged to ensure all necessary data is backed up or transferred before the end of the service period.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of British Columbia for any legal proceedings related to this Agreement.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.

Amendment

No amendment, modification, or addition to this Agreement shall be effective unless it is in writing and signed by both Parties.

No Liability

Twelverays shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, resulting from the use or the inability to use the services provided. This no liability clause is subject to the fullest extent permitted by law and does not affect any liability that cannot be excluded or limited under applicable law.

Acceptance

By engaging the Services of the Service Provider, the Client agrees to the terms and conditions set forth in this Agreement.

Support Plan Terms Of Service

Applies to ALL support plans.

Introduction

This Terms of Service ("Agreement") establishes the contractual relationship between Twelverays ("Service Provider") and the Client ("Client") for the provision of monthly support services. Under this Agreement, the Client subscribes to a Monthly Support Package, which allocates a predetermined number of support hours each month for use in receiving support services as detailed in the Client Proposal.

Scope of Work

The scope of work and support services provided under this Monthly Support Plan are specified in the Client Proposal, which forms an integral part of this Agreement. The Proposal outlines the services included within the framework of the monthly support hours as per the package selected by the Client.

Monthly Support Package

The Client selects a Monthly Support Package that specifies a set number of support hours available each month. This package is designed to meet the Client's needs for ongoing support, with the details of the package, including the number of hours and the monthly fee, fully described in the Client Proposal.

Billing and Hours

The Client agrees to a monthly billing cycle, with payments due at the start of each service month for the selected package. Support hours under this plan are meticulously tracked by the minute using the Service Provider's project management tracking software, ensuring accurate accounting of the time spent on the Client's projects. The Monthly Support Plan operates on a "use it or lose it" basis, where hours must be utilized within their respective billing month. There is no rollover of unused hours to subsequent months, and unused hours are not subject to proration or refund.

Automatic Renewal

The Monthly Support Plan automatically renews each month using the payment details on file. The renewal date corresponds to the date of the initial purchase. This automatic renewal ensures uninterrupted support services for the Client without the need for manual re-subscription.

Cancellation and Plan Changes

Clients may terminate their Monthly Support Plan or request changes to their package with a 30-day written notice. This notice period allows the Service Provider to process the termination or adjust the service and billing for any new package selected. Failure to provide a 30-day notice will result in the automatic renewal of the plan for another month under the same terms and conditions.

No Rollover, No Proration

Consistent with the "use it or lose it" policy, clients are encouraged to fully utilize their allocated support hours within each billing month. The Service Provider does not offer refunds, credits, or rollovers for unused hours. Clients are responsible for monitoring their usage of support hours through the project management tracking software provided by the Service Provider.

Portfolio and Case Study Rights

The Client grants Twelverays the right to use any work product resulting from the services in its portfolio and for case study purposes. This includes showcasing the scope, quality, and impact of the work performed, subject to any confidentiality agreements.

Access to Internal Tools and Data Retention

Upon termination of services, the Client will lose access to any internal tools provided by Twelverays. The Service Provider reserves the right to delete any Client data within these tools post-termination. Clients are encouraged to ensure all necessary data is backed up or transferred before the end of the service period.

Contesting Timesheets

Policy on Contesting Timesheets

In the interest of maintaining transparency and ensuring mutual satisfaction with the Monthly Support Plan, the Service Provider has established a clear process for Clients to contest timesheets. This process is designed to address any discrepancies or concerns regarding the tracking and billing of support hours as recorded in the project management tracking software.

Procedure for Contesting Timesheets

Clients who wish to contest entries on a timesheet must do so within 5 business days from the time the contested entry was made in the project management tracking software. This timeframe allows for prompt review and resolution of any disputes regarding billed hours.

Steps to Contest a Timesheet:

  1. Notification: The Client must notify the Service Provider in writing of their intention to contest specific timesheet entries. This notification should clearly identify the contested entries and the reasons for the dispute.
  2. Review Process: Upon receiving a contestation notice, the Service Provider will initiate a review process. This process involves verifying the contested timesheet entries against project logs and any other relevant documentation to ascertain the accuracy of the billed hours.
  3. Resolution: The Service Provider will communicate the outcome of the review to the Client within a reasonable timeframe. If the contestation is upheld, the Service Provider will make the necessary adjustments to the timesheet and billing. If the contestation is not upheld, the Service Provider will provide a detailed explanation to the Client.
  4. Adjustments: Any adjustments to billed hours resulting from an upheld contestation will be reflected in the Client's billing for the current or subsequent billing cycle, depending on the timing of the resolution.

Commitment to Fairness

The Service Provider is committed to fairness and accuracy in the billing of support hours. This contestation process is part of our commitment to upholding these values, ensuring that Clients are billed fairly for the services received.

Finality of Resolution

Decisions made by the Service Provider regarding contested timesheet entries are final. Clients are encouraged to provide as much detail as possible when contesting timesheet entries to facilitate a thorough review.

Support Plan SLA Clause

Service Level Agreement (SLA) Disclaimer

The Service Provider offers a comprehensive Monthly Support Plan designed to meet the varying needs of our Clients. While we strive to provide timely and effective support services, it is important to note that we do not guarantee a specific Service Level Agreement (SLA) for our support plans. This clause explains the rationale behind our approach and how it benefits our Clients.

Rationale for Not Guaranteeing an SLA

  1. Customized Support Needs: Our Clients have diverse needs and requirements that often require customized support solutions. A one-size-fits-all SLA may not effectively address the unique challenges or needs of each Client. By not binding our services to a rigid SLA, we maintain the flexibility to adapt our support approach to best serve individual Client needs.
  2. Quality Over Speed: Our primary focus is on providing high-quality support that thoroughly addresses the issues and challenges faced by our Clients. We believe that a strict adherence to predefined response times could, in some instances, compromise the quality and thoroughness of the support provided. Our goal is to ensure that when support is provided, it resolves the issue effectively, even if that means spending more time to understand and address the problem fully.
  3. Resource Allocation: The nature of support work can be unpredictable, with varying degrees of complexity and urgency. Not guaranteeing an SLA allows us to allocate our resources more dynamically, ensuring that urgent and complex issues receive the attention they require without being constrained by rigid response time commitments.
  4. Transparent Communication: We are committed to maintaining open and transparent communication with our Clients. In the absence of a guaranteed SLA, we focus on keeping Clients informed about the status of their support requests and providing realistic timelines based on the specific circumstances of each case.

Commitment to Client Satisfaction

Despite not guaranteeing an SLA, the Service Provider is deeply committed to Client satisfaction. We endeavour to respond to and resolve all support requests in a timely and effective manner, prioritizing urgent issues and working diligently to meet and exceed our Clients' expectations. Our team is always available to discuss any concerns or specific requirements our Clients may have regarding support response times or service quality.

Feedback and Continuous Improvement

We value the feedback of our Clients and continuously seek to improve our support services. Clients are encouraged to provide feedback on their support experience, which we use as a basis for ongoing service enhancement and to ensure that our support practices align with our Clients' evolving needs.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of British Columbia for any legal proceedings related to this Agreement.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.

Amendment

No amendment, modification, or addition to this Agreement shall be effective unless it is in writing and signed by both Parties.

No Liability

Twelverays shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, resulting from the use or the inability to use the services provided. This no liability clause is subject to the fullest extent permitted by law and does not affect any liability that cannot be excluded or limited under applicable law.

Acceptance

By engaging the Services of the Service Provider, the Client agrees to the terms and conditions set forth in this Agreement.