Last Updated: July 15, 2025
This Terms of Service Agreement ("Agreement") is entered into between Twelverays ("Service Provider," "we," "us," or "our") and the client ("Client," "you," or "your") who engages our services. By using our services, you agree to be bound by these terms and conditions.
1.1 Service Delivery Models: Twelverays provides digital marketing, CRM implementation, web development, and technology consulting services through various delivery models including commitment-based plans (6-month and 12-month terms), retainer-based hourly packages, and fixed-price project engagements. Services may include but are not limited to customer relationship management (CRM) system implementation and customization, website design and development, e-commerce platform setup, system integrations, data migration, and ongoing technical support. Specific services and delivery terms are outlined in the Client Proposal.
1.2 Service Delivery: All services will be provided in accordance with the specifications, timelines, and deliverables outlined in the applicable Client Proposal, which forms an integral part of this Agreement.
1.3 Professional Standards: Services will be performed using industry best practices and commercially reasonable efforts to achieve the objectives outlined in the Client Proposal.
2.1 Timely Cooperation and Response: Client acknowledges that service delivery depends on prompt cooperation and timely provision of required materials. Client agrees to:
(a) Response Timeframes and Collaboration: To maintain project momentum and ensure the best possible outcomes for your business, we've established collaborative response guidelines that help both teams work efficiently together. We kindly request responses to our requests for information, approvals, access credentials, or materials within forty-eight (48) hours during business days, or within seventy-two (72) hours if the request is made on weekends or holidays. We understand that business priorities and unexpected situations can sometimes cause delays, and we're committed to working with you when these occur. These timeframes serve as our standard operating guidelines to help us plan resources effectively and maintain project quality, while ensuring we can deliver the results you're expecting within realistic timelines.
(b) Critical Path Items: Provide login credentials, account access, content materials, brand assets, and other project-critical items within the timeframes specified in project communications. Client acknowledges that delays in providing these items directly impact project timelines and service delivery.
(c) Proactive Communication: Immediately notify Twelverays of any known issues, account restrictions, policy violations, or other circumstances that may affect service delivery, including but not limited to advertising account suspensions, website hosting issues, or third-party platform restrictions.
(d) Material Accuracy Assumption: Client represents and warrants that all provided login credentials, account access, and materials are current, valid, and free from restrictions or violations at the time of provision. Twelverays may rely on this representation and proceed with service delivery accordingly.
2.2 Content and Materials: Client is responsible for providing accurate, complete, and legally compliant content and materials for use in marketing campaigns, website development, and system implementation.
2.3 Account Access: Client agrees to provide and maintain necessary access credentials for advertising platforms, analytics tools, CRM systems, hosting environments, and other systems required for service delivery.
2.4 Compliance: Client is responsible for ensuring all marketing activities, websites, and implemented systems comply with applicable laws, regulations, and industry standards in their business sector and target markets.
2.5 Technical Infrastructure: Client is responsible for maintaining adequate technical infrastructure to support implemented systems including reliable internet connectivity, compatible devices and browsers, appropriate network security configurations, and backup capabilities.
2.6 Data Preparation: Client is responsible for data cleanup, preparation, and backup activities required for system implementations and data migrations unless specifically included in the project scope.
2.7 Project Timelines and Client-Caused Delays
(a) Billing Continuity: Client acknowledges that commitment plan billing cycles and payment obligations continue regardless of project delays caused by Client's failure to provide required materials, access credentials, approvals, or cooperation. Service delivery delays resulting from Client's actions or inactions do not suspend, extend, or modify the commitment term or payment schedule.
(b) Delay Resolution Assistance: While Twelverays will provide reasonable assistance to resolve issues such as account suspensions, platform restrictions, or access problems, such assistance is provided as a courtesy and does not create liability for project delays or extend commitment periods.
(c) Case-by-Case Exceptions: In extraordinary circumstances involving extended delays beyond Client's reasonable control, Twelverays may, at its sole discretion, consider adjustments to project timelines or billing schedules. Such considerations are exceptional and require written agreement from both parties.
(d) Documentation of Delays: Twelverays will document instances where service delivery is delayed due to Client's failure to provide required cooperation, materials, or access. Such documentation may be used to demonstrate the cause of any project delays and to support billing continuity during delay periods.
(e) Service Resumption: Upon receipt of required materials, access, or cooperation from Client, Twelverays will resume service delivery within a reasonable timeframe based on current workload and project priorities. Client acknowledges that immediate resumption may not always be possible due to resource allocation and scheduling constraints.
2.8 Business Hours and Communication Expectations
(a) Respect for Business Hours: Twelverays operates Monday through Friday during standard business hours (9 AM - 5 PM Pacific Time). We appreciate Client's understanding and respect for our team's work-life balance and professional boundaries.
(b) Response Timeframes: Non-emergency communications received outside business hours will be addressed on the next business day. We are committed to providing thoughtful, quality responses during our business hours rather than immediate responses at all hours.
(c) Emergency Situations: For genuine emergencies involving critical system failures, security breaches, or time-sensitive platform issues that could significantly impact Client's business operations, emergency contact procedures may be available as specified in the Client Proposal.
(d) Communication Quality: By maintaining structured business hours, we ensure our team can provide focused, high-quality service and strategic thinking during designated work periods, ultimately delivering better results for our clients.
3.1 Platform Accounts: Twelverays will assist in setting up and managing accounts on various platforms including advertising platforms, CRM systems, hosting providers, and other third-party services as specified in the Client Proposal.
3.2 Account Ownership: Client retains ownership of all accounts, with Twelverays serving as an authorized manager or administrator during the service period.
3.3 Account Security: Both parties agree to maintain appropriate security measures for shared account access, including strong passwords and two-factor authentication where available.
3.4 Third-Party Account Responsibilities: Client is responsible for maintaining compliance with all third-party platform terms of service, acceptable use policies, and licensing requirements for accounts under their ownership.
4.1 Commitment Plans (6-Month and 12-Month Terms)
(a) Service Availability: Commitment plans are available for eligible services as specified in the Client Proposal. Not all services may be available under commitment plan terms.
(b) Binding Commitment: Client commits to the full term specified in the Client Proposal (6 or 12 months) and agrees to pay all fees for the entire commitment period regardless of actual service utilization or early termination requests.
(c) Payment Structure: Commitment plans may be paid in full at contract execution or through monthly installments as specified in the Client Proposal. Monthly payment plans do not reduce the binding nature of the full commitment term.
(d) Automatic Renewal: Upon expiration of the initial commitment term, this Agreement shall automatically renew for successive periods of equal duration under the same terms and conditions, including pricing and service levels, unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration date. Client acknowledges that failure to provide timely non-renewal notice will result in automatic commitment to the subsequent term with the same cancellation restrictions and payment obligations as the initial commitment period.
(e) Renewal Pricing: Renewed terms shall be at Twelverays' then-current pricing unless otherwise agreed in writing. Twelverays will provide at least sixty (60) days advance notice of any pricing changes that will apply to the renewal term.
(f) Early Termination: Client may not terminate commitment plans prior to expiration except as provided in Section 8. Any attempted early termination will result in immediate payment obligation for all remaining fees through the end of the commitment term.
4.2 Retainer Plans: Pre-purchased hourly service packages as specified in Section 6.
4.3 Fixed-Price Projects:
(a) Project Structure: One-time project engagements with defined scope, deliverables, timeline, and pricing as specified in the Client Proposal.
(b) Terms Hierarchy: Fixed-price projects are governed by this Terms of Service Agreement, with specific project terms outlined in the Client Proposal. Where the Client Proposal contains terms that specifically address project scope, deliverables, payment schedules, or project-specific performance criteria, those terms shall take precedence over conflicting provisions in this Agreement for that specific project.
(c) Core Legal Protections: Fundamental legal protections contained in this Agreement, including but not limited to limitation of liability (Section 10), indemnification (Section 11), governing law (Section 12), intellectual property rights (Section 15), and dispute resolution (Section 16), remain in full force and may not be modified through Client Proposals without express written agreement.
(d) Payment and Refund Terms: All payments for fixed-price projects are non-refundable once the project commences, regardless of any terms specified in the Client Proposal unless explicitly agreed otherwise in writing.
4.4 Custom Plans:
(a) Tailored Arrangements: Custom service packages with specialized terms, pricing structures, or service delivery models as negotiated and specified in the Client Proposal.
(b) Terms Integration: Custom plans operate under this Terms of Service Agreement as the foundational legal framework, with customized terms specified in the Client Proposal. The Client Proposal may modify specific operational terms such as service levels, payment schedules, deliverable requirements, or performance metrics for the custom arrangement.
(c) Legal Framework Preservation: Core legal protections and fundamental business terms contained in this Agreement, including limitation of liability, indemnification, governing law, intellectual property rights, confidentiality, and dispute resolution procedures, apply to all custom plans and may not be waived or modified through Client Proposals without separate written agreement executed by authorized representatives of both parties.
(d) Precedence Clarification: In the event of conflicts between this Agreement and a Client Proposal for custom plans, the Client Proposal terms shall prevail only for specifically addressed operational matters, while this Agreement governs all legal protections and unaddressed terms.
5.1 Payment Terms: Fees, payment schedules, and terms are outlined in the Client Proposal and incorporated herein by reference.
5.2 Payment Methods: Payments may be made via credit card, bank transfer, ACH, EFT, or other methods as agreed upon in writing.
5.3 Currency: All fees are quoted and payable in USD unless otherwise specified in the Client Proposal.
5.4 Taxes: Client is responsible for all applicable taxes, duties, and governmental charges related to the services provided.
5.5 Billing Cycle and Payment Due Dates
(a) Billing Cycle Calculation: The billing cycle for all recurring services is based on the date the Client signs this Agreement and makes the initial payment, not the calendar month. This date becomes the "Contract Anniversary Date" for all subsequent billing purposes.
(b) Monthly Payment Schedule: For recurring plans with monthly payment obligations, payments are due on the same calendar day each month as the Contract Anniversary Date. For example, if the initial contract is executed and paid on the 17th day of the month, subsequent monthly payments are due on the 17th of each month throughout the commitment period.
(c) Month-End Adjustments: If the Contract Anniversary Date falls on the 29th, 30th, or 31st of the month, and the subsequent month has fewer days, the payment due date will be the last day of that month.
(d) Payment Method Processing Times:
•Credit card payments are processed immediately upon authorization
•EFT, ACH, and bank transfer payments require 3-5 business days for processing
•Wire transfers typically process within 1-2 business days
•Client is responsible for initiating non-credit card payments sufficiently early to ensure receipt by the due date
(e) Processing Time Responsibility: For non-credit card payment methods, Client acknowledges responsibility for accounting for processing delays and agrees to initiate payments at least five (5) business days before the due date to ensure timely receipt. Twelverays encourages Clients using recurring bank transfers to establish automatic payments to account for processing time and ensure consistent payment timing.
(f) Currency: All payments are due in USD unless otherwise specified in the Client Proposal.
5.6 Invoicing: Invoices will be provided electronically and are due upon receipt unless otherwise specified in the Client Proposal.
5.7 Late Payment Fees and Service Interruption
(a) Grace Period: Payments received within seven (7) days after the due date will not incur late fees, provided this grace period is not used more than twice in any twelve-month period.
(b) Late Payment Interest: Payments not received within the grace period will incur interest charges at a rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) on the outstanding balance, calculated from the original due date until payment is received in full.
(c) Service Interruption Policy: In addition to interest charges, payments that remain outstanding beyond the grace period may result in immediate suspension of services until payment is received. Twelverays will provide written notice (email sufficient) of impending service suspension, allowing Client an additional forty-eight (48) hours to remit payment before suspension takes effect.
(d) Service Termination: Services suspended for non-payment for more than fifteen (15) consecutive days may be terminated at Twelverays' discretion. Termination for non-payment does not relieve Client of payment obligations for:
•All outstanding amounts including accrued interest
•Any remaining commitment period obligations under Section 4.1
•Any costs associated with service restoration or account reactivation
(e) Service Restoration: Upon receipt of all outstanding payments including accrued interest and any applicable restoration fees, Twelverays will restore services within two (2) business days. Client acknowledges that service interruptions may impact campaign performance and agrees that Twelverays is not liable for any losses resulting from service suspensions due to Client's payment default.
(f) Acceleration of Payment: If Client defaults on any payment obligation, Twelverays may, at its discretion, declare all remaining payments under any commitment plan immediately due and payable.
5.8 Payment Processing and Account Management
(a) Automatic Payment Authorization: For commitment plans, Client authorizes Twelverays to automatically charge the designated payment method on each due date throughout the commitment term and any renewal periods. This authorization remains in effect until the commitment term expires or is properly terminated according to Section 8.1.
(b) Payment Method Updates: Client must maintain current and valid payment information throughout the commitment term. Client agrees to notify Twelverays immediately of any changes to payment method details, including credit card expiration dates, bank account changes, or billing address modifications.
(c) Failed Payment Procedures: If any automatic payment fails due to insufficient funds, expired payment methods, or other payment processing issues:
•Twelverays will attempt to process payment again within 3-5 business days
•Client will be notified immediately of payment failure via email
•Standard late payment procedures under Section 5.7 will apply
•Client remains responsible for any bank fees or processing charges resulting from failed payments
(d) Payment Confirmation: Twelverays will provide electronic payment confirmation within 48 hours of successful payment processing. Clients should retain these confirmations for their records.
(e) Dispute Resolution: Payment disputes must be raised within thirty (30) days of the payment date. Disputes raised after this period may not be eligible for resolution or refund consideration.
6.1 Retainer Hour Plans
(a) Hour Packages: Retainer plans provide pre-purchased service hours in packages of 20, 40, 80, or custom amounts as specified in the Client Proposal.
(b) Utilization Period: All retainer hours must be used within one (1) year from the purchase date. This period may not be extended except by written agreement signed by both parties.
(c) Hour Expiration: Unused retainer hours expire after one year from purchase date with no rollover to subsequent periods unless agreed in writing. No refunds will be provided for expired unused hours.
(d) Hour Allocation: Retainer hours may be used for any services within Twelverays' scope of capabilities unless specifically restricted in the Client Proposal.
6.2 Service Delivery: Retainer services will be delivered based on availability and project priorities as mutually agreed between the parties.
6.3 Time Tracking and Reporting: All retainer hours are tracked using Twelverays' designated project management system (currently Productive.io, subject to change with thirty (30) days written notice). Monthly timesheets detailing hour utilization, task descriptions, and remaining hour balances are provided to Client through the project management platform. Client is responsible for accessing and reviewing these reports monthly and must raise any disputes or questions with the assigned project manager within the timeframes specified in Section 6.4.
6.4 Timesheet Disputes
(a) Dispute Period: Any disputes regarding time tracking or hour utilization must be communicated in writing within thirty (30) days of the timesheet date.
(b) Acceptance: Failure to dispute timesheet entries within the thirty-day period constitutes acceptance of the recorded time and hour deductions.
(c) Resolution Process: Disputed hours will be reviewed jointly by the project manager and Client. If resolution cannot be reached, the matter will be escalated according to the dispute resolution procedures in Section 16.
7.1 Deliverables: Specific deliverables, timelines, and performance metrics are described in the Client Proposal and incorporated herein by reference.
7.2 Performance Standards: Twelverays will perform all services using industry best practices and commercially reasonable efforts to achieve the objectives outlined in the Client Proposal.
7.3 Payment Schedule: Payment schedules for deliverable-based projects are outlined in the Client Proposal and may differ from standard payment terms.
7.4 Acceptance: Deliverables will be deemed accepted unless Client provides written notice of non-conformance within seven (7) days of delivery.
7.5 Change Requests: Any modifications to original project specifications require written approval and may result in additional costs and timeline adjustments as outlined in a change order.
8.1 Termination of Commitment Plans
(a) 6-Month and 12-Month Commitment Plans: These plans may not be terminated by Client prior to expiration of the commitment term except for material breach by Twelverays that remains uncured after thirty (30) days written notice. Any attempted early termination by Client will result in immediate payment obligation for all remaining fees through the end of the commitment term, including any monthly installment payments that would have been due.
(b) Auto-Renewal Termination: To prevent automatic renewal of commitment plans, either party must provide written notice at least thirty (30) days prior to the expiration date. Notice must be sent to the contact information specified in Section 17 (Notices). Email notice is acceptable provided receipt is confirmed.
(c) Final Billing Obligations: If any commitment plan is terminated within the last thirty (30) days of a billing cycle, Client will be charged for an additional complete billing cycle. This provision ensures adequate notice period for service wind-down and account closure procedures.
(d) No Refunds: All payments made for commitment plans are non-refundable, including payments for periods where services are terminated early by Client or suspended due to Client's breach of this Agreement.
(e) Commitment Plan Binding Nature: Client acknowledges that commitment plans are binding contracts for the full term and that monthly payment options do not create month-to-month cancellation rights. The commitment obligation survives any service interruption, suspension, or early termination attempt.
8.2 Termination of Retainer Plans: Retainer plans may be terminated at any time by either party with thirty (30) days written notice. All retainer payments are non-refundable, and unused hours expire according to Section 6.1.
8.3 Termination of Fixed-Price Projects: Fixed-price projects may not be terminated by Client once work has commenced. All payments for fixed-price projects are non-refundable.
8.4 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice.
8.5 Effect of Termination: Upon termination, all unpaid fees become immediately due and payable. No refunds will be provided for any services, including recurring plans, retainer hours, or fixed-priced projects. Client remains responsible for all third-party costs and licensing fees incurred during the service period.
8.6 Explicit Cancellation Procedure: To prevent any confusion or disputes regarding cancellation requests, Client must follow this explicit cancellation procedure:
(a) Required Email Format: All cancellation requests must be submitted via email to the Client's assigned Project Manager using the exact format specified below. Verbal communications, informal messages, or implied cancellation statements will not be considered valid cancellation notices.
(b) Mandatory Email Template: The cancellation email must include the following exact subject line and content structure:
Subject Line: "FORMAL CANCELLATION REQUEST"
Email Content:
Dear [Project Manager Name],
I am writing to provide formal written notice of cancellation for the following service:
Client Company: [Full Legal Company Name]
Service to Cancel: [Brief description of service - e.g., "Digital Marketing Commitment Plan" or "SEO 12 month plan"]
Reason for Cancellation: [Brief explanation]
I acknowledge and confirm:
- I have read and understand the cancellation terms in Section 8 of the Terms of Service
- I understand the financial obligations and no-refund policies that apply
- I understand that commitment plans cannot be cancelled early except for material breach
- I understand that 30-day notice is required for auto-renewal prevention
- This email serves as my formal written notice as required by the Terms of Service
Authorized Signatory: [Full Name and Title]
Date: [MM/DD/YYYY]
(c) Confirmation Requirement: The Project Manager will respond within two (2) business days with written confirmation of receipt and acknowledgment of the cancellation request. If no confirmation is received within this timeframe, Client should follow up immediately to ensure proper delivery.
(d) Invalid Cancellation Attempts: The following will NOT be considered valid cancellation notices:
•Verbal statements during meetings or phone calls
•Casual mentions in project-related emails
•Requests submitted by unauthorized personnel
•Emails that do not follow the required format
•Social media messages or text messages
•Implied cancellation through non-payment or non-cooperation
(e) Authorization Requirements: Cancellation requests must be submitted by the authorized signatory designated in the Client Proposal or their explicitly authorized representative. Twelverays reserves the right to request additional verification of authorization before processing cancellation requests.
(f) Processing Timeline: Valid cancellation requests will be processed according to the applicable notice periods specified in this Section 8. The cancellation effective date will be calculated from the date of receipt of the properly formatted cancellation email, not from any prior informal communications.
9.1 Confidential Information: Both parties acknowledge that they may have access to confidential information of the other party, including but not limited to business strategies, customer data, financial information, proprietary methodologies, system configurations, and technical implementations.
9.2 Non-Disclosure: Each party agrees to maintain the confidentiality of the other party's confidential information and not to disclose such information to third parties without prior written consent.
9.3 Exceptions: The confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.
9.4 Return of Information: Upon termination of this Agreement, each party will return or destroy all confidential information of the other party in their possession.
10.1 Liability Cap: Twelverays' total liability for any claims arising out of or related to this Agreement shall not exceed the total amount of fees paid by Client under this Agreement in the twelve (12) months preceding the claim.
10.2 Excluded Damages: In no event shall Twelverays be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, regardless of the theory of liability.
10.3 Client Acknowledgment: Client acknowledges that the fees charged by Twelverays reflect the allocation of risk set forth in this Agreement and that Twelverays would not enter into this Agreement without these limitations on liability.
10.4 Third-Party Service Limitations: Twelverays' liability for issues arising from third-party services, platforms, or infrastructure is limited to the extent of Twelverays' direct involvement and control over such services.
11.1 Client Indemnification: Client agrees to indemnify, defend, and hold harmless Twelverays from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
(a) Client's breach of this Agreement(b) Client's violation of any applicable laws or regulations(c) Any content, materials, or information provided by Client(d) Any claims of intellectual property infringement related to Client's products, services, or materials(e) Any third-party claims arising from Client's use of the services provided(f) Client's violation of third-party terms of service or licensing agreements(g) Data breaches or security incidents resulting from Client's actions or negligence(h) Regulatory compliance failures related to Client's business operations
11.2 Defense: Twelverays will promptly notify Client of any claim subject to indemnification and will cooperate in the defense of such claim.
12.1 Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of British Columbia, Canada, without regard to conflict of law principles.
12.2 Jurisdiction: Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts of British Columbia, Canada.
13.1 Force Majeure Events: Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, pandemic-related disruptions, or third-party service outages.
13.2 Notification: The affected party shall promptly notify the other party of any force majeure event and use reasonable efforts to mitigate its effects.
13.3 Extended Force Majeure: If a force majeure event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice.
14.1 Mutual Warranties: Each party represents and warrants that it has the authority to enter into this Agreement and that the execution and performance of this Agreement will not violate any other agreement to which it is bound.
14.2 Service Disclaimers: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TWELVERAYS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
14.3 Performance Disclaimer: Twelverays makes no guarantees regarding specific performance outcomes, including but not limited to lead generation numbers, conversion rates, return on ad spend (ROAS), revenue increases, system uptime, performance metrics, or user adoption rates. Results depend on numerous factors beyond Twelverays' control.
14.4 Third-Party Service Disclaimers: Twelverays makes no warranties regarding the performance, availability, or functionality of third-party services, platforms, or infrastructure used in service delivery.
15.1 Client Property: Client retains ownership of all intellectual property provided to Twelverays, including trademarks, copyrights, trade secrets, and proprietary information.
15.2 Twelverays Property: Twelverays retains ownership of all intellectual property developed independently or prior to this Agreement, including methodologies, processes, tools, templates, frameworks, and know-how.
15.3 Work Product: Original work product created specifically for Client becomes Client property upon full payment of all fees. Twelverays retains the right to use general methodologies and non-client-specific knowledge gained during service delivery.
15.4 Third-Party Rights: Both parties agree to respect third-party intellectual property rights and will not knowingly infringe upon such rights in the performance of this Agreement.
15.5 License Grant: Client grants Twelverays a limited, non-exclusive license to use Client's intellectual property solely for the purpose of providing the contracted services.
15.6 Portfolio Rights: Twelverays may use Client's name, logo, and general project descriptions for portfolio and marketing purposes, subject to confidentiality requirements and with Client's prior approval for specific uses.
15.7 Development Tools and Frameworks: Twelverays retains ownership of all proprietary development tools, frameworks, code libraries, and methodologies used in service delivery, regardless of customization for Client's specific needs.
16.1 Negotiation: The parties agree to attempt to resolve any disputes through good faith negotiation before pursuing other remedies.
16.2 Mediation: If negotiation fails, the parties agree to submit the dispute to mediation before a mutually agreed mediator.
16.3 Arbitration: If mediation is unsuccessful, any dispute arising out of or related to this Agreement shall be resolved through binding arbitration administered by the Canadian Arbitration Association in accordance with its Commercial Arbitration Rules.
16.4 Arbitration Location: Arbitration proceedings shall take place in Vancouver, British Columbia, Canada.
16.5 Arbitrator Selection: The arbitrator shall be selected according to the rules of the Canadian Arbitration Association and shall have experience in commercial disputes.
16.6 Final and Binding: The arbitrator's decision shall be final and binding on both parties and may be enforced in any court of competent jurisdiction.
17.1 Notice Requirements: All notices required under this Agreement must be in writing and delivered to the addresses specified in the Client Proposal or as updated in writing.
17.2 Delivery Methods: Notices may be delivered by email, certified mail, or overnight courier service.
17.3 Effective Date: Notices shall be deemed effective upon receipt or, in the case of email, upon confirmation of delivery.
17.4 Address Changes: Either party may change their notice address by providing written notice to the other party.
17.5 Twelverays Notice Address:Email: legal@twelverays.agencyAddress: 321 Water St #501, Vancouver, BC, V6B1B8, CANADA
17.6 Auto-Renewal Notices: Notices regarding auto-renewal termination must be provided in writing and sent to the addresses specified above.
17.7 Renewal Reminder: Twelverays will send courtesy renewal reminders to Client at least sixty (60) days and again at forty-five (45) days prior to auto-renewal dates. However, Client's obligation to provide timely non-renewal notice is not dependent on receipt of these courtesy reminders.
17.8 Notice Confirmation: For auto-renewal termination notices, the sending party should request delivery confirmation or read receipt to ensure proper notice delivery within the required timeframe.
18.1 No Assignment: Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party.
18.2 Permitted Assignments: Notwithstanding the foregoing, either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
18.3 Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
19.1 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
19.2 Modification: If any provision is deemed invalid, the parties agree to negotiate in good faith to replace such provision with a valid provision that achieves the same economic effect.
20.1 No Waiver: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it in the future.
20.2 Written Waiver: Any waiver must be in writing and signed by the party against whom the waiver is sought to be enforced.
21.1 Complete Agreement: This Agreement, together with any applicable Client Proposal, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter hereof.
21.2 Proposal Term Precedence: In the event of any conflict between the terms of this Agreement and a Client Proposal for fixed-price projects, the terms of the Client Proposal shall prevail with respect to payment schedules, deliverables, project timelines, and project-specific performance criteria. However, the fundamental legal protections contained in this Agreement, including but not limited to limitation of liability (Section 10), indemnification (Section 11), governing law (Section 12), and intellectual property rights (Section 15), shall remain in full force and effect and may not be modified through Client Proposals without express written agreement signed by both parties.
21.3 Modifications: This Agreement may only be modified by a written instrument signed by both parties.
22.1 Electronic Acceptance: This Agreement may be executed electronically, and electronic signatures shall have the same force and effect as original signatures.
22.2 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
23.1 Surviving Provisions: The following provisions shall survive termination of this Agreement: Sections 5 (Payment Terms), 8 (Effect of Termination), 9 (Confidentiality), 10 (Limitation of Liability), 11 (Indemnification), 12 (Governing Law), 15 (Intellectual Property Rights), and 16 (Dispute Resolution).
24.1 Data Processing Responsibilities
(a) Client Data Ownership: Client retains ownership of all data provided to Twelverays, including customer lists, contact information, analytics data, CRM data, website data, and proprietary business information.
(b) Data Processing Authorization: Client authorizes Twelverays to process, store, and analyze Client data solely for the purpose of providing the contracted services and generating performance reports.
(c) Privacy Law Compliance: Both parties agree to comply with applicable privacy laws including the Personal Information Protection and Electronic Documents Act (PIPEDA), California Consumer Privacy Act (CCPA), and any applicable provincial privacy legislation.
(d) Data Security Measures: Twelverays maintains industry-standard security measures to protect Client data, including encryption, access controls, and regular security audits. However, Client acknowledges that no data transmission or storage system is 100% secure.
(e) Data Breach Notification: In the event of any suspected or confirmed data breach affecting Client data, Twelverays will notify Client within 72 hours and cooperate in any required breach response procedures.
(f) Data Retention and Deletion: Upon termination of services, Twelverays will retain Client data for a period of twelve (12) months for potential service restoration, after which data will be securely deleted unless longer retention is required by law or agreed in writing.
25.1 Performance Disclaimers
(a) No Guaranteed Results: Twelverays makes no guarantees regarding specific performance outcomes including but not limited to:
•Digital marketing results (lead generation, conversion rates, ROAS, revenue increases)
•System performance metrics (uptime, response times, loading speeds)
•User adoption rates for implemented systems
•Data migration accuracy or completeness
•Integration functionality or reliability
•Website traffic or engagement metrics
•CRM system utilization or efficiency gains
(b) Best Efforts Standard: Twelverays agrees to provide services using industry best practices and commercially reasonable efforts to achieve Client's stated objectives as outlined in the Client Proposal. However, success depends on numerous factors beyond Twelverays' control including market conditions, user behavior, technical infrastructure, and third-party service performance.
(c) External Factors: Client acknowledges that project success and system performance may be affected by factors outside Twelverays' control, including but not limited to:
•Market conditions and competitive landscape
•Third-party platform changes and limitations
•Client's internal processes and user adoption
•Technical infrastructure and connectivity issues
•Regulatory changes and compliance requirements
•Economic conditions and industry trends
(d) Reporting and Analytics: Twelverays will provide performance reports as specified in the Client Proposal. All data is subject to the accuracy and availability of third-party platforms, analytics tools, and data sources. Twelverays is not responsible for data discrepancies or limitations in third-party reporting systems.
25.2 Service Level Expectations
(a) Response Times: Twelverays will respond to Client communications within two (2) business days during normal business hours (Monday-Friday, 9 AM - 5 PM Pacific Time). Emergency response for critical system issues may be available as specified in the Client Proposal.
(b) System Monitoring: For ongoing support arrangements, Twelverays will monitor systems during business hours with emergency response available for critical issues as defined in the support agreement. Client acknowledges that 24/7 monitoring requires separate service arrangements.
(c) Scheduled Maintenance: Twelverays may perform routine maintenance on systems during off-peak hours with advance notice when possible. Emergency maintenance may be performed without advance notice to address critical security or functionality issues.
(d) Support Boundaries: Post-implementation support is limited to issues directly related to Twelverays' implementation work. Support for third-party platform issues, user training beyond initial implementation, and modifications to original specifications require separate service arrangements.
26.1 Platform Relationship Disclaimers
(a) Independent Contractor Status: Twelverays is an independent service provider and is not affiliated with, endorsed by, or guaranteed access to any third-party platforms including but not limited to Microsoft, Salesforce, Google, Facebook, web hosting providers, or other technology vendors.
(b) Platform Policy Changes: Third-party platforms may change their policies, pricing, features, APIs, or terms of service at any time without notice. Such changes may require modifications to implemented systems, integration functionality, or service delivery methods. Additional costs for modifications resulting from third-party changes are Client's responsibility.
(c) Account Suspension or Restrictions: If Client's accounts with third-party platforms are suspended, restricted, or terminated, Twelverays will provide reasonable assistance in resolution efforts but cannot guarantee account restoration or continued platform access.
(d) Platform Fee Changes: Changes in third-party platform costs, licensing fees, API charges, or service pricing are beyond Twelverays' control and may require budget adjustments or alternative solutions.
26.2 Technology Infrastructure Dependencies
(a) System Availability: Twelverays maintains commercially reasonable system uptime for services under our direct control but cannot guarantee 100% availability due to maintenance, updates, third-party service dependencies, or technical issues beyond our control.
(b) Integration Dependencies: Implemented systems may depend on integrations with Client's existing systems, third-party APIs, and external services. Client is responsible for maintaining compatible systems and providing necessary access credentials and permissions.
(c) Software Updates and Compatibility: Twelverays may update tools and software used in service delivery to maintain security and functionality. Such updates may temporarily affect service delivery but will be implemented to improve overall service quality. Client acknowledges that software updates by third-party vendors may impact system functionality and may require additional development work.
(d) Data Portability: While Twelverays will use reasonable efforts to implement systems that allow data export and portability, Client acknowledges that data portability depends on third-party platform capabilities and may have limitations or restrictions.
27.1 Third-Party Service Dependencies
(a) Service Integration: Many services provided by Twelverays require integration with or utilization of third-party platforms, software, and services including but not limited to Microsoft Dynamics 365, Salesforce, web hosting providers, domain registrars, SSL certificate authorities, payment processors, email service providers, and various software applications and APIs.
(b) Client Responsibility for Third-Party Costs: Client is solely responsible for all costs associated with third-party services, including but not limited to:
•Software licensing fees (Microsoft Dynamics, Salesforce, etc.)
•Web hosting and server costs
•Domain registration and renewal fees
•SSL certificate costs
•Email service provider fees
•Payment processing fees
•API usage charges
•Plugin, extension, and add-on licensing
•Data storage and bandwidth costs
•Third-party integration and connector fees
(c) Third-Party Terms Acceptance: Client acknowledges and agrees that use of third-party services is subject to the respective third-party's terms of service, privacy policies, and acceptable use policies. Client is responsible for reviewing, understanding, and complying with all third-party terms. Twelverays makes no representations or warranties regarding third-party services and is not liable for any third-party service failures, policy changes, or terms violations.
(d) Third-Party Service Availability: Twelverays does not guarantee the continued availability, functionality, or pricing of any third-party services. Changes in third-party pricing, features, policies, or service availability may require modifications to project scope, timelines, or costs, which will be addressed through change orders or service adjustments as specified in the Client Proposal.
27.2 Licensing and Subscription Management
(a) Client Procurement: Unless explicitly stated otherwise in the Client Proposal, Client is responsible for procuring, maintaining, and paying for all necessary software licenses, subscriptions, and third-party services required for project implementation and ongoing operation.
(b) License Compliance: Client is responsible for ensuring compliance with all software licensing terms and maintaining appropriate license counts for their organization. Twelverays is not responsible for license compliance monitoring or violations resulting from Client's usage patterns.
(c) Subscription Continuity: Client acknowledges that interruption or termination of third-party subscriptions or licenses may impact system functionality and Twelverays' ability to provide ongoing support or maintenance services.
28.1 System Performance Disclaimers
(a) No Performance Guarantees: Twelverays makes no guarantees regarding specific system performance metrics including but not limited to website loading speeds, server response times, database query performance, system uptime percentages, or concurrent user capacity. System performance depends on numerous factors beyond Twelverays' control including hosting infrastructure, internet connectivity, third-party service performance, and usage patterns.
(b) Best Efforts Standard: Twelverays will implement systems using industry best practices and commercially reasonable efforts to optimize performance within the constraints of the chosen technology stack and infrastructure. However, performance optimization is an ongoing process that may require additional services beyond the initial implementation scope.
(c) Infrastructure Dependencies: System performance is heavily dependent on the underlying infrastructure including web hosting services, content delivery networks, database servers, and internet connectivity. Client acknowledges that Twelverays does not control these infrastructure elements and cannot guarantee their performance or availability.
28.2 Technical Requirements and Compatibility
(a) Client Infrastructure Requirements: Client is responsible for maintaining adequate technical infrastructure to support implemented systems including but not limited to:
•Reliable internet connectivity with sufficient bandwidth
•Compatible web browsers and operating systems
•Appropriate mobile devices and applications
•Network security configurations that allow system access
•Backup and disaster recovery capabilities
(b) Browser and Device Compatibility: While Twelverays will implement systems using current web standards and best practices, Client acknowledges that compatibility with all browsers, devices, and operating systems cannot be guaranteed. Specific compatibility requirements must be outlined in the Client Proposal.
(c) Legacy System Integration: Integration with Client's existing legacy systems may present technical challenges and limitations. Twelverays will use commercially reasonable efforts to achieve requested integrations but cannot guarantee full compatibility or functionality with all legacy systems.
28.3 Data Migration and System Integration
(a) Data Migration Disclaimers: Data migration from legacy systems involves inherent risks including potential data loss, corruption, or formatting issues. While Twelverays will use industry best practices and conduct thorough testing, Client acknowledges that data migration cannot be guaranteed to be 100% accurate or complete.
(b) Data Backup Responsibility: Client is responsible for creating and maintaining complete backups of all data before any migration or integration activities commence. Twelverays strongly recommends multiple backup copies and verification of backup integrity before proceeding with migration activities.
(c) Integration Limitations: System integrations are subject to the capabilities and limitations of the respective platforms and APIs. Changes in third-party APIs, data formats, or integration capabilities may impact integration functionality and may require additional development work or alternative solutions.
(d) Data Quality: The success of data migration and system integration depends heavily on the quality, consistency, and format of source data. Client is responsible for data cleanup and preparation activities unless specifically included in the project scope. Poor data quality may impact migration success and system functionality.
29.1 Regulatory Compliance Allocation
(a) Client Compliance Responsibility: Client is solely responsible for ensuring that all implemented systems, websites, and processes comply with applicable laws, regulations, and industry standards including but not limited to:
•Privacy laws (GDPR, CCPA, PIPEDA, provincial privacy legislation)
•Accessibility standards (AODA, ADA, WCAG guidelines)
•Industry-specific regulations (HIPAA, SOX, PCI-DSS, etc.)
•Data retention and deletion requirements
•Cookie and tracking consent requirements
•Anti-spam and marketing communication laws
(b) Compliance Implementation: While Twelverays may implement technical features to support compliance efforts (privacy policy pages, cookie consent banners, data retention settings), Client is responsible for:
•Determining applicable compliance requirements
•Providing compliant content and policies
•Configuring compliance settings appropriately
•Maintaining ongoing compliance monitoring
•Updating systems as regulations change
(c) No Compliance Warranties: Twelverays makes no warranties that implemented systems will meet specific compliance requirements. Compliance is an ongoing responsibility that requires legal expertise and regular updates as regulations evolve.
29.2 Security Responsibilities
(a) Security Implementation: Twelverays will implement security measures using industry best practices including secure coding standards, encryption where appropriate, and secure authentication mechanisms. However, security is a shared responsibility between Twelverays, third-party service providers, and Client.
(b) Client Security Obligations: Client is responsible for:
•Maintaining strong passwords and authentication credentials
•Implementing appropriate user access controls
•Monitoring for suspicious activity
•Keeping software and systems updated
•Training users on security best practices
•Implementing appropriate network security measures
(c) Security Incident Response: In the event of a security incident, Twelverays will cooperate with investigation and remediation efforts. However, Client acknowledges that security incidents may result from factors beyond Twelverays' control and that no system can be guaranteed to be 100% secure.
By using our services, engaging Twelverays for any project, or entering into a Client Proposal, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. These terms become effective upon your first use of our services or execution of a Client Proposal, whichever occurs first.
If you do not agree to these terms, please do not use our services or engage Twelverays for any projects.
These Terms of Service may be updated from time to time. Continued use of our services after any such changes constitutes acceptance of the new terms.