Last Updated: December 4, 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. 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, we request responses to our requests for information, approvals, or materials within forty-eight (48) hours during business days. We understand that business priorities and unexpected situations can cause delays, and we are committed to working with you when these occur.
(b) Critical Path Items: Provide login credentials, account access, content materials, and other project-critical items within the timeframes specified in project communications.
(c) Proactive Communication: Immediately notify Twelverays of any known issues, account restrictions, or other circumstances that may affect service delivery.
(d) Material Accuracy Assumption: Client represents and warrants that all provided login credentials, account access, and materials are current, valid, and free from restrictions.
2.2 Content and Materials: Client is responsible for providing accurate, complete, and legally compliant content and materials.
2.3 Account Access: Client agrees to provide and maintain necessary access credentials for all systems required for service delivery.
2.4 Compliance: Client is responsible for ensuring all marketing activities and implemented systems comply with applicable laws.
2.5 Technical Infrastructure: Client is responsible for maintaining adequate technical infrastructure to support implemented systems.
2.6 Data Preparation: Client is responsible for data cleanup and preparation 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 material failure (delays exceeding fourteen (14) consecutive days) to provide required materials, access credentials, approvals, or cooperation that has been requested in writing with reasonable specificity.
(b) Delay Resolution Assistance: While Twelverays will provide reasonable assistance to resolve issues, such assistance is provided as a courtesy and does not create liability for project delays.
2.8 Business Hours and Communication: Twelverays operates Monday through Friday, 9 AM - 5 PM Pacific Time (excluding holidays). Non-emergency communications received outside business hours will be addressed on the next business day.
3.1 Platform Accounts: Twelverays will assist in setting up and managing accounts on various third-party platforms as specified in the Client Proposal.
3.2 Account Ownership: Client retains ownership of all accounts, with Twelverays serving as an authorized manager.
3.3 Account Security: Both parties agree to maintain appropriate security measures for shared account access.
3.4 Third-Party Account Responsibilities: Client is responsible for maintaining compliance with all third-party platform terms of service.
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.
(b) Binding Commitment: Client commits to the full term specified in the Client Proposal and agrees to pay all fees for the entire commitment period regardless of actual service utilization.
(c) Payment Structure: Commitment plans may be paid in full at contract execution or through monthly installments as specified in the Client Proposal.
(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, unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration date. See Section 5.9 for prominent disclosure of automatic renewal terms.
(e) Renewal Pricing: Renewed terms shall be at Twelverays’ then-current pricing unless otherwise agreed in writing.
(f) Early Termination: Any attempted early termination by Client will result in an immediate payment obligation for fifty percent (50%) of all remaining fees through the end of the commitment term, or three (3) months of fees at the current rate, whichever is greater. This early termination fee represents a genuine pre-estimate of liquidated damages and is not a penalty.
4.2 Retainer Plans: Pre-purchased hourly service packages as specified in Section 6.
4.3 Fixed-Price Projects: One-time project engagements with defined scope, deliverables, and timeline.
4.4 Custom Plans: Custom service packages with specialized terms as negotiated and specified in the Client Proposal.
5.1 Payment Terms: Fees, payment schedules, and terms are outlined in the Client Proposal.
5.2 Payment Methods
(a) Standard Payment Methods: Payments may be made via credit card (through our secure online payment processor), Electronic Funds Transfer (EFT), or ACH transfer.
(b) Preferred Method for Large Invoices: For any single invoice exceeding $5,000 USD, Twelverays prefers payment via EFT or ACH transfer to minimize processing fees. Specific instructions for these payment methods will be provided on the invoice.
(c) Payment by Cheque: Twelverays discourages payment by physical cheque due to significant processing delays and administrative overhead. If Client chooses to pay by cheque, a Check Processing Fee of $50.00 USD will be added to the invoice to cover the costs of manual handling, bank processing, and deposit verification. Twelverays is not responsible for delays in service activation or for late fees incurred due to cheque processing times or mail delivery delays.
5.3 Currency: All fees are quoted and payable in USD unless otherwise specified.
5.4 Taxes: Client is responsible for all applicable taxes.
5.5 Billing Cycle and Payment Due Dates: The billing cycle is based on the date the Client signs the Agreement (the "Contract Anniversary Date"). Monthly payments are due on the same calendar day each month.
5.6 Invoicing: Invoices will be provided electronically and are due upon receipt.
5.7 Late Payment Fees and Service Interruption
(a) Grace Period: A seven (7) day grace period is provided for payments.
(b) Late Payment Interest: Payments not received within the grace period will incur interest at a rate of 1.5% per month (18% per annum).
(c) Service Interruption: Services may be suspended for payments outstanding beyond the grace period.
(d) Service Termination: Services may be terminated for non-payment for more than fifteen (15) consecutive days.
(e) Service Restoration: Services will be restored upon receipt of all outstanding payments.
(f) Acceleration of Payment: If Client defaults on any payment obligation, Twelverays may, at its discretion, declare up to three (3) months of remaining payments or fifty percent (50%) of the remaining commitment term balance (whichever is less) immediately due and payable. This represents a genuine pre-estimate of damages.
(a) Payment Processor: Twelverays uses Stripe, Inc. ("Stripe") as its third-party payment processor. By providing payment information, Client agrees to be bound by Stripe’s Services Agreement and Privacy Policy.
(b) Payment Information Storage and Security:
(i) Automatic Storage Authorization: Client expressly authorizes Twelverays to securely store Client’s payment method information through Stripe’s secure infrastructure for the purposes of processing recurring payments and charges for subsequent contracts.
(ii) PCI-DSS Compliance: Client acknowledges that Stripe is PCI-DSS Level 1 certified. Twelverays does not directly store or have access to Client’s complete payment card information.
(c) Recurring Payment Authorization:
(i) Automatic Billing Consent: Client expressly authorizes Twelverays to automatically charge the stored payment method for all recurring payments, invoices, and renewal periods.
(ii) Authorization Duration: This authorization remains in effect until all outstanding amounts are paid in full or the Agreement is properly terminated.
(d) Auto-Billing for Subsequent Contracts:
(i) Subsequent Contract Authorization: Client expressly authorizes Twelverays to automatically charge the stored payment method for any new contracts or services that Client enters into with Twelverays, without requiring Client to re-enter payment information.
(ii) Notification and Acceptance: Before processing payment for any subsequent contract, Twelverays will provide a written proposal, and Client must accept it. Client will have at least forty-eight (48) hours notice before the initial payment is processed.
(e) Payment Method Management: Client is responsible for maintaining current and valid payment information. Client may update stored payment information through the secure payment portal or by contacting their Project Manager.
(f) Payment Notifications: Twelverays will send electronic notifications for upcoming payments, successful payments, and failed payments.
(g) Payment Disputes: Client must raise any payment disputes within thirty (30) days of the payment date. Client agrees to contact Twelverays to resolve disputes before initiating a chargeback.
IMPORTANT NOTICE – PLEASE READ CAREFULLY
(a) Automatic Renewal Disclosure:
IF YOU ENTER INTO A COMMITMENT PLAN (6-MONTH OR 12-MONTH TERM), YOUR SERVICE WILL AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS OF EQUAL DURATION AT THE END OF EACH TERM UNLESS YOU PROVIDE WRITTEN NOTICE OF NON-RENEWAL AT LEAST THIRTY (30) DAYS BEFORE THE EXPIRATION DATE.
(b) Recurring Payment Disclosure:
BY ENTERING INTO THIS AGREEMENT, YOU AUTHORIZE TWELVERAYS TO AUTOMATICALLY CHARGE YOUR STORED PAYMENT METHOD FOR ALL RECURRING PAYMENTS, INVOICES, AND SUBSEQUENT CONTRACTS AS DESCRIBED IN SECTION 5.8.
(c) Stored Payment Method for Subsequent Contracts:
YOUR STORED PAYMENT METHOD WILL BE USED TO AUTOMATICALLY PROCESS PAYMENTS FOR ANY NEW CONTRACTS OR SERVICES YOU ACCEPT FROM TWELVERAYS IN THE FUTURE.
(d) Commitment and No-Refund Acknowledgment:
COMMITMENT PLANS ARE BINDING FOR THE FULL TERM. ALL PAYMENTS ARE NON-REFUNDABLE.
(e) Acceptance Acknowledgment: By accepting this Agreement, you acknowledge that you have read and understand the automatic renewal, recurring payment, and auto-billing for subsequent contracts terms.
6.1 Hour Packages: Retainer plans provide pre-purchased service hours that must be used within one (1) year from the purchase date.
6.2 Time Tracking: All retainer hours are tracked, and monthly timesheets are provided to the Client.
7.1 Deliverables: Specific deliverables, timelines, and performance metrics are described in the Client Proposal.
7.2 Acceptance: Deliverables will be deemed accepted unless Client provides written notice of non-conformance within seven (7) days of delivery.
8.1 Termination of Commitment Plans: Commitment plans may not be terminated by Client prior to expiration except for material breach by Twelverays. To prevent automatic renewal, either party must provide written notice at least thirty (30) days prior to the expiration date.
8.2 Cancellation Procedure: All cancellation requests must be submitted in writing via email to the Client’s assigned Project Manager. The email must include the company name, service description, reason for cancellation, and acknowledgment of applicable terms.
8.3 Termination for Cause: Either party may terminate this Agreement for material breach if the other party fails to cure such breach within thirty (30) days of written notice.
Both parties agree to maintain the confidentiality of the other party’s confidential information and not to disclose such information to third parties without prior written consent.
10.1 Liability Cap: Twelverays’ total liability for any claims arising out of this Agreement shall not exceed the total amount of fees paid by Client in the twelve (12) months preceding the claim. This limitation does not apply to liability arising from gross negligence, willful misconduct, or fraud by Twelverays.
10.2 Excluded Damages: In no event shall Twelverays be liable for any indirect, incidental, special, or consequential damages.
Client agrees to indemnify, defend, and hold harmless Twelverays from and against any claims, damages, and expenses arising out of Client’s breach of this Agreement, violation of any laws, or any content provided by Client.
This Agreement shall be governed by the laws of British Columbia, Canada. Any legal action shall be brought exclusively in the courts of British Columbia.
Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TWELVERAYS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Client retains ownership of all intellectual property provided to Twelverays. Twelverays retains ownership of all its independent intellectual property. Original work product created for Client becomes Client property upon full payment.
The parties agree to resolve disputes through good faith negotiation, then mediation, and finally binding arbitration in Vancouver, BC. Nothing in this section prevents either party from seeking emergency injunctive relief or pursuing claims in BC Small Claims Court if within its monetary jurisdiction.
All notices must be in writing and delivered to the addresses specified in the Client Proposal. Email notice is acceptable.
Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of assets.
If any provision of this Agreement is held to be invalid, the remaining provisions shall continue in full force.
The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision.
This Agreement, together with any applicable Client Proposal, constitutes the entire agreement between the parties.
Electronic signatures shall have the same force and effect as original signatures.
The following provisions shall survive termination: Sections 5 (Payment Terms), 5.8 (Payment Processing), 8 (Termination), 9 (Confidentiality), 10 (Limitation of Liability), 11 (Indemnification), 12 (Governing Law), 15 (Intellectual Property Rights), and 16 (Dispute Resolution).
Both parties agree to comply with applicable privacy laws including the Personal Information Protection and Electronic Documents Act (PIPEDA) and the Personal Information Protection Act (PIPA) of British Columbia. Twelverays maintains industry-standard security measures to protect Client data. Client has the right to access and correct their personal information.
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, including the prominent disclosures in Section 5.9.