Terms and Conditions

iWEBAPP Agency Inc. 300 Earl Grey Dr #11, Kanata, ON K2T 1C1 Phone: +1 613-879-5266 | Toll-free: +1 800-206-2117 Email: hello@iwebapp.ca | Web: https://www.iwebapp.ca

Version: 2026  Governing Law: Province of Ontario and the federal laws of Canada applicable therein.

1. DEFINITIONS

In these Terms and Conditions, the following words have the meanings set out below.

“Agency” means iWEBAPP Agency Inc., its officers, employees, contractors, subcontractors, partners, and affiliates.

“Client” means the individual, business, organization, or entity engaging the Agency, including any person who signs a proposal, approves an estimate, pays a deposit or invoice, or otherwise instructs the Agency to begin work.

“Agreement” means the proposal, estimate, statement of work, invoice, addendum, or signed acceptance, together with these Terms and Conditions and any change orders or written amendments.

“Campaign Assets” means the strategic work product produced or developed by the Agency in connection with PPC, paid social, and other paid advertising Services, including campaign architecture, account structure, ad group structure, keyword research and selection, negative keyword lists, audience definitions and custom audiences, bidding strategies and rules, conversion tracking configurations, ad copy and creative variants, landing page conversion structures, automated rules, scripts, and optimization decisions, regardless of where they reside.

“Client Materials” means content, branding assets, business information, product information, photography, video, copy, data, credentials, and any other materials supplied by the Client to the Agency in connection with the Services.

“Deliverables” means the specific outputs expressly described in the proposal, including but not limited to designs, websites, applications, files, campaigns, content, videos, audio, automations, configurations, reports, and source materials where source materials are expressly listed.

“Effective Date” means the earlier of the date the Client signs the proposal, approves the estimate, pays a deposit, or otherwise instructs the Agency to begin work.

“Recurring Services” means SEO, AISO, PPC and paid search management, paid social management, social media management, AI and automation retainers, maintenance plans, hosting-related care plans, and any other monthly or periodic Services.

“Services” means the work performed by the Agency for the Client, as described in the proposal.

“Third-Party Services” means any product, platform, software, plugin, theme, library, license, account, hosting service, ad platform, API, automation tool, AI provider, payment processor, font, stock asset, or other resource owned or operated by a party other than the Agency.

2. ACCEPTANCE AND ENTIRE AGREEMENT

By signing the proposal, approving the estimate, paying a deposit or invoice, sending written instructions to proceed, or otherwise authorizing the Agency to begin work, the Client confirms that it has read, understood, and accepted these Terms and Conditions, and that these Terms and Conditions form a binding part of the Agreement.

The proposal, the estimate, the invoice, any signed schedule or addendum, and these Terms and Conditions form the full agreement between the parties for the applicable Services. They supersede any prior discussions, emails, drafts, or representations not expressly incorporated in writing.

If any conflict arises between the proposal and these Terms and Conditions, the Terms and Conditions prevail unless the proposal expressly states otherwise and is signed by both parties.

3. BUSINESS PURPOSE AND STATUTORY RIGHTS

Unless expressly stated otherwise in writing, the Client represents and warrants that the Services are being acquired for business, commercial, or organizational purposes, and not for personal, family, or household purposes within the meaning of the Consumer Protection Act, 2002 (Ontario) or any successor or equivalent legislation.

Nothing in this Agreement is intended to limit, exclude, or restrict any non-waivable statutory right that applies to the Client by operation of law. Where any provision of this Agreement is found to limit such a non-waivable right, that provision shall be read down only to the extent necessary to preserve the right, and the remainder of the Agreement shall continue in full force and effect.

4. RELATIONSHIP OF THE PARTIES

The Agency is engaged as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, fiduciary, agency, or exclusive relationship between the parties.

Neither party has the authority to bind the other to any obligation, contract, or representation, except as expressly stated in writing.

Unless expressly stated otherwise in writing, the Agency may provide services to other clients, including clients in the same or similar industries to the Client, provided the Agency continues to honour its confidentiality obligations under Section 30.

5. POINT OF CONTACT, AUTHORITY, AND CLIENT RESPONSIBILITIES

The Client shall appoint one primary point of contact with authority to provide instructions, supply materials, review deliverables, give approvals, and make decisions on behalf of the Client. The Agency shall be entitled to rely on the instructions, approvals, and decisions of that person as binding on the Client.

If the Client wishes to add or change the authorized contact, the Client must notify the Agency in writing. Until such notice is received, the Agency may continue to rely on the existing contact.

The Client agrees to provide timely access to required information, content, credentials, approvals, feedback, branding assets, business information, third-party accounts, and any other materials reasonably required for the project. Delays may result in revised timelines, hold fees, additional costs, or any combination of these.

The Client is responsible for the accuracy, legality, ownership, completeness, and regulatory suitability of all Client Materials.

6. PROJECT MANAGEMENT AND COMMUNICATION

The Agency may use email, project management systems, messaging tools, shared documents, cloud storage platforms, video calls, recorded meetings, or other collaboration tools to manage the work.

Any direction, feedback, instruction, content delivery, or approval given by the Client through these channels shall be considered valid written communication for the purposes of the Agreement.

Where a project management or collaboration system is used, approvals marked, ticked, signed, or confirmed within that system shall be considered official approvals by the Client.

The Agency operates a remote-first delivery model. Project meetings, reviews, and consultations are conducted virtually unless an in-person meeting is expressly agreed in writing and any associated travel costs are billed to the Client.

7. SCOPE OF SERVICES

The Services to be delivered shall be limited to those expressly listed in the proposal, estimate, statement of work, invoice, or signed addendum.

No service, deliverable, platform setup, software license, copywriting expansion, content migration, integration, ad management service, training session, additional consultation, additional revision round, or other work shall be considered included unless clearly stated in writing.

The Agency may provide Services across many disciplines, including but not limited to:

  • website design and development,
  • web application and progressive web app development,
  • mobile application development for iOS and Android, including delivery through qualified partners,
  • e-commerce development and online store builds,
  • WordPress, Elementor, WooCommerce, Shopify, Webflow, Squarespace, Wix, Duda, and other CMS-based work,
  • custom software, blockchain solutions, and integrations,
  • UI and UX design and prototyping,
  • graphic design, branding, identity, and stationery,
  • video production, motion graphics, animation, and VFX,
  • photography and image editing,
  • search engine optimization (SEO),
  • AI search optimization (AISO),
  • pay-per-click (PPC) campaign creation and management on Google Ads, Microsoft Ads, and other platforms,
  • social media marketing, content creation, and paid social advertising on Meta, LinkedIn, X, TikTok, Pinterest, YouTube, Threads, and other platforms,
  • AI integrations, prompt engineering, chatbots, and machine-assisted workflows,
  • automation services using Make.com, Zapier, n8n, and similar tools,
  • email marketing, marketing automation, and CRM integrations,
  • analytics, tag implementation, and conversion tracking,
  • content writing, copywriting, and content strategy,
  • Google Business Profile (GBP) management and local SEO,
  • citation, directory, and reputation management,
  • print file preparation,
  • maintenance, hosting-related implementation support, and ongoing care plans,
  • training, handover, and consulting.

A specific project will only include the items expressly described in its own scope.

The Agency reserves the right to refuse, decline, or terminate any work that is, in the Agency’s reasonable judgment, unlawful, deceptive, fraudulent, harmful to a third party, contrary to platform policies, contrary to the Agency’s professional standards, or contrary to public interest.

8. CLIENT RESPONSIBILITIES

In addition to the responsibilities set out elsewhere in these Terms and Conditions, the Client agrees to:

a) provide accurate, complete, and timely Client Materials; b) review drafts, designs, proofs, layouts, campaigns, and deliverables within the timelines set out in this Agreement; c) ensure that all Client Materials are owned by the Client or are properly licensed for the intended use; d) obtain all necessary permissions, releases, licenses, clearances, regulatory approvals, and legal review for materials, claims, products, and campaigns; e) maintain its own backups, account credentials, business records, and operational systems; f) maintain valid payment information, billing details, and tax registration where applicable; g) ensure that any user, employee, or representative interacting with the Agency on behalf of the Client is authorized to do so; h) cooperate in good faith and refrain from abusive, threatening, harassing, discriminatory, or unlawful conduct toward Agency staff, contractors, or partners.

9. CLIENT CONTENT, COPY, AND CREATIVE MATERIALS

Unless expressly stated otherwise in the proposal, the Client is responsible for supplying base content, factual business information, product or service details, legal wording, disclaimers, biographies, policies, brand claims, contact details, pricing, testimonials, and any other source material needed to complete the work.

If the proposal includes content refinement, content polishing, content organization, copywriting, rewriting, AISO restructuring, or adaptation of existing materials, the Agency may edit, reorganize, shorten, rewrite, summarize, restructure, and reformat the Client’s supplied content to better fit the intended deliverable, platform, design, search intent, or user experience.

The Client remains responsible for final factual accuracy, legal accuracy, regulatory suitability, brand voice, claim substantiation, and final approval of all content before publication, printing, launch, deployment, or campaign activation.

Any content generated, rewritten, drafted, or adapted by the Agency based on Client instructions, AI drafts, notes, meetings, transcripts, recordings, or supplied source material must be reviewed and approved by the Client prior to publication, printing, launch, or campaign activation. Once approved by the Client, the Agency is not responsible for errors, omissions, or compliance issues that the Client failed to identify before approval.

The Client warrants that all Client Materials are lawful, accurate, and free of intellectual property infringement.

10. CLIENT MATERIALS LICENSE TO AGENCY

The Client grants the Agency a non-exclusive, worldwide, royalty-free, sublicensable license during the term of the Agreement, and as reasonably required for a commercially reasonable wind-down period after termination, to use, reproduce, modify, adapt, transmit, store, host, display, edit, translate, resize, and incorporate Client Materials solely as necessary to perform the Services and deliver the Deliverables.

The Client warrants that it has the legal right to grant this license. This license does not transfer ownership of the Client Materials to the Agency.

11. SENSITIVE AND REGULATED DATA

Unless expressly agreed in writing as part of the scope of work, including any additional security and handling requirements, the Client shall not transmit to or store with the Agency any of the following:

  • personal health information or medical records,
  • payment card data subject to PCI-DSS,
  • government identification numbers (such as Social Insurance Numbers, driver’s licence numbers, or passport numbers),
  • biometric data,
  • personal information of children under the age of majority,
  • classified, export-controlled, or otherwise restricted information,
  • any other category of highly sensitive or regulated personal information.

If the handling of such data becomes necessary to deliver the Services, the parties shall agree in writing on additional security controls, access restrictions, retention rules, data processing arrangements, and any associated fees before the Agency receives or processes that data.

12. REVISIONS AND CREATIVE DIRECTION

Unless otherwise stated in writing, each design, branding, layout, page, social media asset, video, animation, illustration, motion graphic, photo edit, ad creative, or other creative deliverable includes up to three (3) revision rounds within the approved scope and approved creative direction of that item.

A revision round means one grouped set of change requests submitted by the Client after reviewing a draft or presented version. Multiple emails, calls, comments, or messages relating to the same review stage may be treated as one revision round only if the Agency agrees to do so.

Revision rounds apply only to refinements within the originally approved scope and creative direction. The following may be treated as additional billable work and may require a revised quote, change order, or separate agreement:

  • requests for new concepts or substantially different directions after a concept has been approved,
  • expansion of scope beyond the listed deliverables,
  • additional deliverables not listed in the proposal,
  • additional pages, screens, ad variations, design formats, animations, scenes, video edits, languages, or platform versions,
  • repeated revisions beyond the included rounds,
  • content rewrites or restructuring beyond what was originally agreed,
  • rework caused by incomplete, inaccurate, late, or changing Client instructions,
  • changes to brand direction, business strategy, target audience, or product positioning after approval,
  • changes requested after the Client has signed off on a stage or final version.

Where the proposal states that work will follow the Client’s provided references, branding direction, concept options, AI-generated samples, or sample designs, the Agency shall adapt those materials professionally for the intended use. The Agency shall not be required to replicate third-party mockups, AI-generated samples, or visual references exactly where technical, production, brand consistency, legal, accessibility, performance, or usability reasons require adjustment.

13. THIRD-PARTY SERVICES, PLUGINS, SOFTWARE, AND INTEGRATIONS

The Client acknowledges that most digital services rely on third-party providers, including but not limited to hosting companies, domain registrars, social media platforms, ad platforms, APIs, software vendors, payment gateways, email and SMS providers, CRM systems, automation tools, AI providers, plugins, themes, templates, stock media libraries, app stores, analytics platforms, and external integrations.

Unless explicitly stated otherwise in the proposal:

a) third-party subscriptions, media licenses, plugin licenses, themes, platform fees, domain fees, hosting fees, API usage fees, app store fees, ad spend, email sending fees, SMS fees, AI usage fees, verification charges, transaction fees, and related external costs are not included in the Agency’s pricing;

b) the Client is responsible for opening, maintaining, paying for, and renewing all required third-party accounts and services, in the Client’s own name and under the Client’s own billing;

c) the Agency may use its own licensed development tools, software, AI accounts, plugin licenses, internal automations, and infrastructure during the project, but those licenses and accounts remain the property of the Agency unless separately transferred in writing;

d) after delivery, the Client is responsible for maintaining all required licenses, subscriptions, renewals, account access, and account standing;

e) the Agency is not liable for failures, suspensions, pricing changes, access restrictions, policy changes, feature removals, account bans, account verification rejections, API changes, deprecation, breaking updates, or service interruptions caused by third-party platforms or vendors;

f) where the Agency installs or recommends a third-party plugin, theme, integration, or service, that recommendation is based on current best information and does not constitute a warranty of long-term compatibility, support, security, or commercial viability of that third-party product.

14. OPEN-SOURCE AND THIRD-PARTY LICENSE FLOW-THROUGH

Any open-source software, third-party libraries, plugins, themes, APIs, fonts, stock assets, AI models, or licensed tools incorporated into the Deliverables remain subject to their own license terms, and the Client agrees to comply with those terms.

The Agency will use commercially reasonable efforts to identify material third-party licenses on request. Unless expressly stated, the Agency does not warrant that the Deliverables are free of third-party components or that third-party licenses are perpetual, free of charge, or compatible with every use case the Client may pursue in the future.

15. SUBCONTRACTORS AND DELIVERY PARTNERS

The Client acknowledges that the Agency may engage subcontractors, freelancers, partner studios, and qualified delivery partners to perform part or all of the Services, including but not limited to mobile application development, blockchain development, video production, photography, voice talent, translation, illustration, accessibility audits, and specialized engineering work.

The Agency remains responsible to the Client for the Services performed under the Agreement, regardless of which approved subcontractor or partner performs them. The Agency shall not be required to identify subcontractors or partners by name unless required by law or expressly agreed in writing.

The Client agrees not to circumvent the Agency by engaging the Agency’s identified subcontractors, partners, or staff directly for similar work during the term of the Agreement and for twelve (12) months after the Agreement ends, except as expressly permitted by the Agency in writing.

16. SERVICE-SPECIFIC TERMS

The terms in this Section 16 apply in addition to the general Terms and Conditions whenever the relevant Service is included in the proposal. In the event of any conflict between Section 16 and the general Terms, Section 16 controls for that specific Service.

16.A Website, Web Application, and Software Development

The Agency will deliver the scope described in the proposal using the technologies, frameworks, content management systems, libraries, hosting environments, and methods it deems appropriate, unless specific technologies are contractually required.

The Client acknowledges that software is subject to browser changes, operating system changes, device differences, third-party platform updates, plugin and theme updates, API changes, security patch cycles, and evolving technical standards. Unless expressly stated, the Agency does not guarantee perpetual compatibility with future browsers, devices, operating systems, plugins, third-party systems, accessibility tools, or platform updates after delivery.

Browser compatibility is limited to the latest two stable major versions of Google Chrome, Mozilla Firefox, Microsoft Edge, and Apple Safari at the time of delivery, on standard desktop, tablet, and mobile screen sizes, unless otherwise expressly stated in writing.

Source code, source files, working files, design system tokens, and project files are provided only when expressly listed as a deliverable. The Agency does not provide source code escrow services unless expressly contracted.

Pre-existing code, internal frameworks, libraries, modules, scripts, snippets, components, and tooling owned by the Agency before or developed independently of the project remain the property of the Agency. Use of such pre-existing assets in Deliverables is granted under a non-exclusive, non-transferable license for the Client’s own internal use of the Deliverable, unless expressly assigned in writing.

16.B Mobile Application Development

For native iOS, native Android, hybrid, or cross-platform mobile applications, the Client acknowledges that:

a) submission, review, approval, rejection, or removal of an application by Apple, Google, or any other app store is at the sole discretion of the platform operator and outside the control of the Agency;

b) app store developer accounts, certificates, signing keys, push notification credentials, and store fees are the responsibility of the Client and must be set up in the Client’s own legal entity name unless otherwise agreed;

c) the Agency does not guarantee approval timelines, store ranking, downloads, in-app purchase performance, or revenue;

d) updates required to maintain compatibility with new operating system versions, deprecated APIs, new app store policies, or new device form factors after delivery are not included unless expressly stated;

e) where the Agency uses partners or subcontractors to deliver part of the mobile application work, Section 15 applies.

16.C E-Commerce Development and Online Stores

For Shopify, WooCommerce, custom e-commerce, marketplace integrations, and similar work, the Client acknowledges that:

a) Payment Card Industry (PCI-DSS) compliance, fraud screening, chargeback handling, payment dispute resolution, and merchant account compliance are the responsibility of the Client and the Client’s chosen payment provider;

b) tax setup, tax rate accuracy, tax reporting, sales tax registration, GST/HST/PST/QST configuration, customs duties, and shipping rate accuracy are the responsibility of the Client unless expressly contracted as part of the scope;

c) product information, pricing, descriptions, inventory levels, product images, and product compliance (including health, safety, food, cosmetics, supplement, cannabis, alcohol, and labelling claims) are supplied and approved by the Client;

d) the Agency is not responsible for losses arising from incorrect product data, mispricing, inventory errors, payment gateway disputes, or shipping carrier issues.

16.D Hosting, Maintenance, and Ongoing Support

Hosting-related implementation support, maintenance plans, care plans, security plans, and similar ongoing services are limited to the specific deliverables, hours, and response targets stated in the proposal or care plan agreement.

Unless expressly stated:

a) the Agency does not provide a guaranteed uptime or service level agreement (SLA) on the underlying hosting service, which is the responsibility of the third-party hosting provider;

b) emergency response, after-hours support, weekend support, and incident remediation are not included in standard maintenance and may be billed at applicable rates;

c) software updates may at times introduce conflicts with custom code, plugins, or third-party services. The Agency will use commercially reasonable efforts to resolve such conflicts within the scope of the maintenance plan;

d) maintenance plans renew automatically as set out in Section 36;

e) in the event of suspended or unpaid maintenance, the Agency is not responsible for security, performance, uptime, or operational issues that arise during the period of non-coverage.

16.E SEO and AISO Services

For SEO, AISO, technical SEO, on-page SEO, local SEO, content optimization, schema and structured data, internal linking, citations, GBP management, and AI search optimization, the Agency shall use commercially reasonable efforts and generally accepted industry practices to improve organic visibility.

Minimum term: SEO and AISO engagements are subject to a minimum initial term of three (3) months from the start date stated in the proposal, unless a longer minimum term is stated. Cancellation prior to the end of the minimum term remains subject to the cancellation provisions in Section 37.

The Client understands and agrees that:

a) search rankings, traffic, leads, AI Overview placement, AI assistant citations, profile visibility, audience growth, and other organic outcomes cannot be guaranteed;

b) results may vary significantly due to competition, market conditions, search algorithm changes, AI system changes, platform policy changes, budget, seasonality, site quality, tracking issues, offer strength, user behaviour, external signals, landing page quality, industry restrictions, and many other factors outside the Agency’s control;

c) SEO and AISO are long-term disciplines. Meaningful results typically require sustained effort over many months and depend on ongoing implementation, content, link signals, and technical health;

d) the Client must implement Agency recommendations promptly and in full to maximize the chance of results. The Agency is not responsible for outcomes affected by partial implementation, third-party developer interference, theme or plugin changes made by others, or content changes made without Agency review;

e) the Agency does not perform “black hat” tactics, link buying, content scraping, or manipulative schemes that violate search engine guidelines. Requests for such tactics will be declined.

16.F Pay-Per-Click and Paid Search Management

For Google Ads, Microsoft Ads, Performance Max, Demand Gen, YouTube Ads, shopping campaigns, and other paid search work, the Client acknowledges that:

a) the Google Ads, Microsoft Ads, or other ad platform account itself, the historical performance data the platform retains in the account, and the underlying account billing relationship belong to the Client. The Client is responsible for billing, taxes, account verification, advertiser identity verification, brand verification, and account standing;

b) ad spend is paid directly to the ad platform by the Client and is separate from the Agency’s management fee;

c) ad platform approval, disapproval, restrictions, limited delivery, account suspension, audience limitations, advertiser identity rejections, or policy enforcement decisions are made by the platform, not by the Agency;

d) the Agency does not guarantee specific ad placements, search positions, click volumes, conversion volumes, cost per lead, cost per acquisition, return on ad spend, or business outcomes;

e) the Agency is not responsible for click fraud, invalid traffic, bot traffic, competitor click activity, or refund decisions made by ad platforms;

f) the Client is solely responsible for the legality, substantiation, and compliance of all claims made in ads, landing pages, and promotional materials, including industry-specific advertising rules.

Minimum term: PPC and paid search engagements are subject to a minimum initial term of three (3) months from the start date stated in the proposal, unless a longer minimum term is stated.

Campaign Assets ownership and removal at termination:

g) the Agency’s strategic work product, defined as Campaign Assets in Section 1 (including campaign architecture, account structure, ad group structure, keyword research and selection, negative keyword lists, audience definitions and custom audience builds, bidding strategies and rules, conversion tracking configurations, ad copy and creative variants, landing page conversion structures, automated rules, scripts, and campaign optimization decisions), is the proprietary intellectual property of the Agency, regardless of whether such Campaign Assets are deployed within the Client’s own ad platform account, the Agency’s manager account, or a partner manager account;

h) upon termination of the Agreement for any reason, the Agency may pause, archive, remove, delete, unlink, or otherwise withdraw the Campaign Assets from the Client’s ad platform account. The Agency will not delete account-level historical performance data, account billing records, or Client-uploaded creative assets that the platform retains as part of the Client’s standard account records;

i) if the Client wishes to retain the Campaign Assets in active form after termination, the Client may purchase a buy-out of the Campaign Assets at a fee to be negotiated in good faith based on the value, time, and complexity of the work, payable in full before termination takes effect. In the absence of a paid buy-out, the Client agrees not to copy, replicate, screenshot, export, or otherwise reuse the Campaign Assets, in whole or in substantial part, after termination, without the Agency’s prior written consent;

j) where the Agency uses its own ad platform account, partner account, or manager account to run campaigns on behalf of the Client, the campaigns and all associated Campaign Assets remain the property of the Agency, and access to that account ends at termination;

k) on termination of the engagement, the Agency may also revoke its access to the Client’s ad accounts. Account-level administrative ownership remains with the Client.

16.G Social Media Management and Paid Social Advertising

For Meta (Facebook, Instagram), LinkedIn, X (Twitter), TikTok, Pinterest, YouTube, Threads, and similar platforms, the Client acknowledges that:

a) social media accounts, business manager accounts, ad accounts, and pixel implementations belong to the Client and must be set up in the Client’s own legal entity where required by the platform;

b) account suspension, content removal, shadow bans, reach limitations, demonetization, ad disapprovals, audience restrictions, and policy enforcement are at the sole discretion of the platform;

c) the Agency does not guarantee follower growth, engagement rates, reach, impressions, video views, message volume, conversions, or revenue;

d) crisis communication, real-time community moderation, after-hours posting, hate-speech response, and reputation crisis handling are not included unless expressly contracted;

e) the Client is solely responsible for substantiating claims, complying with influencer and disclosure rules, securing model and talent releases, securing music licenses, and complying with platform terms of service;

f) where the Client requests posts containing third-party music, video clips, branded content, celebrity references, public figures, or copyrighted material, the Client warrants that all required rights, licenses, and clearances have been obtained.

Minimum term: Paid social management engagements are subject to a minimum initial term of three (3) months from the start date stated in the proposal, unless a longer minimum term is stated.

Campaign Assets: The Campaign Assets ownership and removal provisions in Section 16.F (g) through (k) apply equally to Campaign Assets created in connection with paid social engagements.

16.H AI Services, Automation, and Workflow Integration

For services involving AI tools, large language models, image generation, voice synthesis, custom GPTs, agents, retrieval-augmented systems, automation flows, chatbots, RPA workflows, and similar work, the Client acknowledges that:

a) AI systems may produce unexpected, inaccurate, incomplete, outdated, biased, hallucinated, or inconsistent outputs;

b) the Agency does not warrant that AI-generated or automation-assisted outputs will be error-free, fully accurate, compliant for regulated use, or suitable for unsupervised publication;

c) the Client must review and approve all AI-assisted copy, automations, chatbot replies, agent actions, workflows, scoring, tagging, summaries, classifications, and recommendations before live use, particularly in customer-facing, regulated, financial, healthcare, or legal contexts;

d) AI providers (such as OpenAI, Anthropic, Google, and others) may change models, pricing, rate limits, terms of use, or content policies at any time. The Agency is not responsible for outages, deprecations, or behaviour changes by AI providers, and beta or pre-release features may change or be withdrawn without notice;

e) input data submitted to third-party AI services is subject to the AI provider’s terms and privacy policies. The Client is responsible for ensuring that input data does not contain confidential, regulated, or personal information that should not be shared with the AI provider;

f) the Client is responsible for testing the workflow against its real-world data and use cases before relying on it in production, customer communication, lead handling, finance, healthcare, legal, or operational decision-making;

g) the Agency’s prompts, prompt libraries, internal agent designs, modular automation patterns, and reusable architecture remain the property of the Agency unless expressly assigned in writing.

16.I Graphic Design, Branding, and Logo Services

The Client acknowledges that:

a) the Agency does not perform trademark searches, trademark clearance, copyright searches, or domain availability searches as part of design or branding work, unless expressly included;

b) the Client is responsible for verifying that proposed names, logos, taglines, and visual assets do not infringe third-party rights and for registering its own trademarks where desired;

c) where the Client requests a “logo redraw,” “logo refresh,” or adaptation of an existing mark, the Client warrants that it owns or has the right to modify the original logo;

d) source files (such as editable Adobe Illustrator, Photoshop, InDesign, Figma, Sketch, or Affinity files) are provided only when expressly listed as a deliverable;

e) rejected concepts, exploratory directions, unused options, and working files remain the property of the Agency.

16.J Video Production, Motion Graphics, and VFX

For video production, motion graphics, animated explainers, social videos, brand films, product videos, VFX, and similar work, the Client acknowledges that:

a) talent releases, model releases, location releases, and music licensing are required by law for many uses. The Client is responsible for ensuring that any people, locations, music, footage, or third-party material it supplies is properly cleared for the intended use, unless the Agency is expressly contracted to obtain such releases;

b) raw footage, project files, source compositions, and unused takes are not included as deliverables unless expressly listed;

c) reshoots, additional shoot days, additional locations, additional talent, and additional voiceovers are out of scope unless listed;

d) where the Agency licenses stock footage, music, or sound effects on the Client’s behalf, the resulting license is for the specific use described in the proposal. Use beyond that scope requires an extended license, which may carry additional cost;

e) the Agency does not guarantee specific video performance metrics, including views, watch time, retention, engagement, or conversion.

16.K Photography Services

For photography sessions, product photography, lifestyle photography, on-location shoots, and headshots, the Client acknowledges that:

a) the Client is responsible for obtaining property releases, location permits, and model releases unless expressly included in the scope;

b) raw photo files, contact sheets, and unedited frames are not included as deliverables unless expressly listed;

c) usage rights are limited to the use described in the proposal. Resale, sublicensing, or substantially different use may require additional licensing.

16.L UI and UX Design Services

For wireframes, prototypes, user flows, design systems, and interaction design, the Client acknowledges that:

a) UI and UX design deliverables are conceptual and do not become functioning software until implemented in development;

b) where the Client engages a third-party developer to implement the designs, the Agency is not responsible for the developer’s interpretation, code quality, accessibility implementation, or performance;

c) usability testing, user research recruitment, and accessibility audits are included only when expressly listed.

16.M Content Writing and Copywriting Services

For blog posts, service pages, location pages, sales copy, scripts, email sequences, ad copy, social copy, technical writing, white papers, and similar deliverables, the Client acknowledges that:

a) the Client must verify all factual statements, statistics, citations, claims, prices, contact details, regulatory references, and quotations before publication;

b) the Agency may use AI-assisted drafting tools as part of its workflow. All output is reviewed and edited by the Agency, but the Client remains responsible for final accuracy and approval;

c) ghost-written, rewritten, and adapted content may resemble industry-standard structures and best practices. Similarity to other publicly available material on the same topic does not by itself constitute infringement.

16.N Print and Production-Ready Files

For logos, branding, stationery, packaging, signage, marketing collateral, and print files, the Agency shall prepare artwork in the formats and dimensions stated in the proposal or reasonably required for the identified use.

The Client acknowledges that final printed appearance may vary due to printer tolerances, substrate, finishes, ink, calibration, Pantone availability, CMYK conversion, vendor-specific requirements, embossing, foil, screen settings, or production methods used by the printer or manufacturer.

Unless specifically included, the Agency is not responsible for liaising with printers, ordering printed items, proofing third-party printer output, colour matching physical production runs, or reworking files solely because a production vendor uses non-standard specifications or later changes its requirements.

16.O Analytics, Tracking, and Attribution

For analytics implementations, tag management, conversion tracking, call tracking, and attribution work, the Client acknowledges that:

a) analytics, attribution, conversion tracking, call tracking, cookie-based measurement, and platform reporting may be incomplete, modelled, delayed, or inconsistent due to privacy settings, consent choices, browser restrictions, operating system restrictions, ad blockers, cross-device behavior, platform methodology, deduplication, sampling, server outages, or third-party tool changes;

b) different platforms (such as Google Analytics, Google Ads, Meta, LinkedIn, and CRM systems) often report different numbers for the same activity due to differing attribution models, time windows, and data definitions;

c) the Agency does not warrant that analytics or attribution data will be complete, fully accurate, or matched perfectly across platforms;

d) the Client is responsible for cookie consent, banner configuration, privacy policy disclosure, and compliance with applicable privacy and electronic marketing law as set out in Section 26.

16.P Aggregated and Anonymized Data

The Agency may collect and use aggregated, de-identified, anonymized, or non-personally-identifiable performance data, benchmarks, and learnings from the Services to improve its own methods, train internal models, develop benchmarks, and inform future Client work. No information that personally identifies the Client, the Client’s customers, or the Client’s confidential business information will be shared in any form that identifies the Client without prior written consent.

17. AI AND GENERATED OUTPUTS (GENERAL)

The terms in Section 16.H apply specifically to AI and automation engagements. In addition, where any deliverable produced under this Agreement involves AI assistance (including drafting, image generation, summarization, classification, or research support), the Client agrees that:

a) AI assistance is a tool used by the Agency in producing deliverables, not a substitute for Client review and approval;

b) the Client must review and approve all AI-assisted deliverables before publication, printing, launch, or campaign activation;

c) the Agency does not warrant that AI-assisted output is free of factual errors, inadvertent similarity to third-party content, regulatory issues, or bias.

18. TESTING, ACCEPTANCE, AND LAUNCH

The Client shall review all submitted drafts, designs, proofs, layouts, content, campaigns, pages, videos, automations, and deliverables promptly and provide approval or consolidated revision requests within a reasonable time.

Any deliverable approved by the Client shall be deemed accepted for that stage. If the Client does not provide requested feedback, revision requests, or written objections within ten (10) business days after delivery or review request, the Agency may deem that stage accepted for scheduling, invoicing, and workflow purposes.

Where printing, campaign launch, publication, deployment, or posting occurs after Client approval, the Client accepts responsibility for approving the final version before release. The Agency is not responsible for typographical errors, factual errors, mis-prices, broken links, missing assets, regulatory issues, or other defects approved by the Client in the final proof or final approved version.

After launch or final delivery, ongoing changes, updates, optimizations, and edits are out of scope unless expressly contracted under a separate agreement, retainer, or care plan.

19. TRAINING, HANDOVER, AND POST-LAUNCH SUPPORT

If training, tutorial videos, handover sessions, walkthroughs, documentation, or post-launch support are included in the proposal, those services are limited to the scope, duration, and number of sessions stated.

Any additional training, ongoing support, maintenance, campaign management, troubleshooting, editing, emergency fixes, content updates, monitoring, audits, optimization, or consultation after the included support period may require a separate agreement, retainer, or hourly billing.

20. RESPONSE TIMES AND SERVICE LEVELS

The Agency will make reasonable efforts to respond to Client communications in good faith and in a timely manner during normal business operations.

No guaranteed response time, turnaround time, or service level shall apply unless expressly stated in writing in the proposal or in a care plan agreement. Standard business hours are Monday to Friday, 9:00 a.m. to 5:00 p.m. Eastern Time, excluding statutory holidays in Ontario.

Time is not of the essence in this Agreement unless expressly stated otherwise in writing for a specific milestone.

21. TIMELINES AND DEPENDENCIES

Any project timeline, milestone, estimate, or delivery date is an estimate only unless expressly stated as a fixed deadline in writing.

Timelines may be affected by:

  • delays in Client feedback, content, approvals, credentials, or assets,
  • changes in scope,
  • third-party access delays,
  • vendor or partner delays,
  • platform outages or rate-limiting,
  • API changes or breaking updates,
  • compliance or legal review delays,
  • technical limitations discovered during the work,
  • illness, emergencies, or events beyond reasonable control.

The Agency shall not be responsible for delays caused by the Client, third-party vendors, external systems, or force majeure events.

22. PROJECT DORMANCY, REACTIVATION, AND ARCHIVE RETRIEVAL

If a project is inactive due to Client delay, lack of approvals, or lack of feedback for more than fifteen (15) business days, the Agency may issue a hold notice, place the project on hold, invoice work completed to date, and re-sequence remaining work based on available capacity at the time the project is resumed.

If a project remains dormant for more than thirty (30) days from the date of the hold notice, the Agency may charge a reactivation or re-onboarding fee to cover scheduling, refresher review, version control reconciliation, environment refresh, and re-engagement of partners or subcontractors, before resuming work.

After project closure, the Agency is not obligated to retain working files, archives, or intermediate assets indefinitely. Retrieval of archived or stored project materials after project closure may be subject to an archive retrieval fee at the Agency’s then-current rates.

23. ACCOUNT OWNERSHIP, CREDENTIALS, AND ACCESS

Unless otherwise expressly agreed in writing:

a) all third-party accounts (including hosting, domain, ad platforms, social media, analytics, CRM, email, and similar accounts) shall be set up in the name of the Client and remain the property of the Client;

b) the Client provides the Agency with delegated, manager-level, or shared access (such as user-level access, “Manager” access, partner access, or invited access) for the duration of the engagement;

c) on termination, the Agency will revoke its own access to the Client’s accounts. The Client retains ownership and control of the accounts and the data within them, subject to Section 16.F regarding Campaign Assets;

d) the Agency is not required to transfer, hand over, or share Agency-owned tools, infrastructure, internal automations, prompt libraries, manager accounts, or development environments;

e) where the Agency holds credentials, API keys, or access tokens during the project, those will be returned, rotated, or revoked at the end of the engagement, as appropriate.

24. BACKUPS AND DATA RETENTION

The Agency may maintain working backups, archives, project copies, drafts, and file versions for internal operational use during the project. These are not a guaranteed Client backup service.

Unless a backup, hosting, maintenance, disaster recovery, or retention service is specifically included in writing, the Client remains solely responsible for maintaining independent backups of its websites, apps, databases, campaigns, content, creative assets, and business data.

After the Agreement ends, the Agency may retain or delete project files at its discretion, subject to legal record-keeping obligations and the confidentiality and privacy obligations in this Agreement.

25. SECURITY

The Agency will use commercially reasonable care when handling Client data, credentials, systems, and deliverables.

The Client acknowledges that no website, app, server, account, campaign, integration, automation, API, or digital environment can be guaranteed fully secure. The Client understands that:

  • third-party tools and services may introduce vulnerabilities,
  • software updates and account hygiene are essential,
  • security threats evolve over time,
  • phishing, credential theft, malware, hosting issues, plugin vulnerabilities, and external breaches may occur,
  • security audits, penetration testing, legal compliance reviews, and advanced hardening are not included unless expressly stated in the proposal.

After delivery or launch, the Client is responsible for account security, password management, multi-factor authentication, user access control, updates, renewals, and operational security, unless ongoing support expressly includes those Services.

26. PRIVACY AND DATA PROTECTION

The Agency will handle personal information that comes into its possession during the course of the Services in accordance with applicable Canadian privacy law, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and equivalent provincial law, where applicable. The Agency does not act as the Client’s privacy officer, compliance officer, or data protection officer unless expressly contracted.

The Client is responsible for:

a) the lawfulness of personal information it provides to the Agency or instructs the Agency to collect, store, or process, including obtaining meaningful consent from data subjects where required;

b) maintaining its own privacy policy, cookie policy, consent banners, terms of service, and disclosure obligations;

c) compliance with Canada’s Anti-Spam Legislation (CASL) for any email, SMS, or messaging campaigns sent on its behalf, including obtaining valid consent, providing accurate sender identification, and providing a functioning unsubscribe mechanism;

d) compliance with the General Data Protection Regulation (GDPR), the UK Data Protection Act, the California Consumer Privacy Act (CCPA), and similar laws if any of its users, customers, or data subjects fall within those jurisdictions;

e) accessibility obligations such as the Accessibility for Ontarians with Disabilities Act (AODA) and the Accessible Canada Act, where applicable to the Client’s organization based on size, sector, and the date the public web content was created or refreshed.

The Agency will implement requested or recommended technical measures to support the Client’s compliance objectives, but the Client remains responsible for legal review and operational compliance.

27. COMPLIANCE, LEGAL, AND REGULATORY MATTERS

Unless expressly stated otherwise in writing, the Agency is not acting as a lawyer, compliance officer, accountant, auditor, accessibility certifier, privacy officer, regulator, or financial advisor.

Any references to accessibility, privacy, consent, consumer protection, ad platform compliance, CASL, PIPEDA, GDPR, AODA, industry-specific regulations, healthcare rules, financial advertising rules, professional advertising rules, food and supplement claims, cannabis advertising, alcohol advertising, gambling advertising, securities communications, or other legal or regulatory matters are general implementation considerations only and do not constitute legal advice or legal certification.

The Client is solely responsible for obtaining legal review and confirming that all published materials, campaigns, policies, terms, disclaimers, accessibility obligations, industry claims, data collection practices, and regulated content meet the laws and rules applicable to the Client’s business, industry, and jurisdictions.

The Client further warrants that its use of the Deliverables and the Services will not violate any law, including the Competition Act (Canada) provisions on misleading marketing, advertising and labelling rules, the Consumer Protection Act, 2002 (Ontario), the Criminal Code of Canada, the Corruption of Foreign Public Officials Act, applicable trade sanctions, or the laws of any jurisdiction in which the Client operates or sells.

28. ANTI-CORRUPTION AND SANCTIONS COMPLIANCE

Each party represents that, in connection with this Agreement, it shall not, directly or indirectly:

a) violate any applicable anti-corruption law, including the Corruption of Foreign Public Officials Act (Canada) and equivalent foreign laws;

b) make, offer, or authorize any payment, gift, or other thing of value to any government official, political party, or other person in violation of any such law;

c) enter into any transaction in violation of applicable trade sanctions, export controls, or denied-party screening obligations.

If the Agency reasonably believes a Service or transaction would violate this Section, it may refuse to perform that Service or terminate the Agreement without penalty.

29. CONFIDENTIALITY

Each party shall treat confidential business, technical, commercial, strategic, financial, and account information received from the other party as confidential and shall not disclose it to third parties except as reasonably necessary to perform the Services, to comply with this Agreement, or as required by law.

This obligation does not apply to information that:

  • is or becomes public through no fault of the receiving party,
  • is independently developed without use of the disclosing party’s confidential information,
  • was already lawfully known to the receiving party,
  • is rightfully received from a third party without confidentiality obligations,
  • must be disclosed under court order, regulatory order, or applicable law.

This Section survives termination of the Agreement.

30. INTELLECTUAL PROPERTY RIGHTS

Upon full payment of all fees, expenses, and amounts due under the Agreement, the Client shall own the final approved custom Deliverables specifically created for the Client under the paid scope of work, subject to the exclusions below and to Section 16.F regarding Campaign Assets.

The following remain the property of the Agency or their respective owners and are not transferred unless expressly stated in writing:

  • the Agency’s internal processes, methodologies, know-how, frameworks, systems, templates, and checklists,
  • the Agency’s pre-existing code, libraries, modules, components, snippets, scripts, utilities, and frameworks,
  • the Agency’s internal prompt systems, agent designs, automation workflow structures, and reusable logic,
  • Campaign Assets, as defined in Section 1 and addressed in Section 16.F,
  • third-party plugins, themes, software, stock assets, fonts, APIs, AI models, and licensed tools,
  • third-party AI provider outputs subject to provider terms and provider-licensed content,
  • rejected concepts, unused drafts, exploratory studies, working files, and intermediate assets, unless explicitly listed as a deliverable,
  • development environments, staging servers, manager accounts, and project tooling.

Where source files, editable files, working files, design system tokens, project files, or codebases are intended to be included, that must be expressly stated in the proposal. Otherwise, the Agency is only required to provide the final agreed Deliverables in the formats listed.

Until full payment is received, all Deliverables are provided to the Client on a temporary, revocable, non-exclusive, non-transferable license for review and feedback purposes only. The Client may not publish, exploit commercially, distribute, or use such Deliverables in production until payment is received in full.

31. MORAL RIGHTS WAIVER

To the extent permitted by the Copyright Act (Canada) and applicable law, and subject to full payment of all fees due under the Agreement, the Agency waives, and shall use commercially reasonable efforts to obtain equivalent waivers from its personnel, contractors, and subcontractors where reasonably required, all moral rights in the final approved custom Deliverables to be owned or licensed to the Client, solely to the extent necessary for the Client to use, modify, adapt, translate, resize, crop, combine, edit, and reproduce those Deliverables for the Client’s lawful business purposes, and for the Client’s assignees, licensees, and successors.

This waiver does not extend to any use of the Deliverables that would be prejudicial to the honour or reputation of the author in a manner unrelated to ordinary commercial use, and does not apply to materials retained as the property of the Agency under Section 30 or to Campaign Assets under Section 16.F.

32. PORTFOLIO, CREDIT, AND CASE STUDIES

Unless the Client requests confidentiality in writing before launch or publication, the Agency may display the Client’s name, logo, approved work, screenshots, campaign examples, public URLs, anonymized performance summaries, and non-confidential project descriptions in its portfolio, proposals, presentations, marketing materials, social content, case studies, and award submissions.

The Agency may also identify the Client as a client or past client in its business materials, search-engine listings, and proposals, and use the Client as a reference subject to the Client’s confidentiality preferences.

If acceptable to the Client, the Agency may place a discreet credit link on a website it designs or develops. Upon written request, that credit may be omitted or removed.

The Client agrees that performance metrics, before-and-after data, and outcome summaries used in case studies will be anonymized or generalized where the Client requires confidentiality.

33. PAYMENT TERMS

The Client agrees to pay all quoted fees, plus applicable taxes, in accordance with the payment schedule stated in the proposal or invoice.

Unless otherwise agreed in writing, project payment terms shall be:

  • 40% deposit upon acceptance of the agreement,
  • 30% upon approval of the main design or layout stage,
  • 30% prior to launch, delivery, transfer, final file release, or final handover.

For Recurring Services, fees are billed in advance according to the monthly schedule stated in the proposal or invoice and are subject to the minimum-term and auto-renewal provisions in Section 36.

All invoices are due within ten (10) days of issuance unless otherwise stated. Late amounts may incur interest at 1.5% per month, or 18% per annum, where legally permitted, plus reasonable collection and legal costs.

The Agency may withhold launch, publication, source files, final exports, account transfers, editable files, credentials, deliverables, or continued service until outstanding amounts are paid in full.

All prices exclude, unless expressly included:

  • third-party subscriptions, licenses, and account fees,
  • domain and hosting fees,
  • ad spend, media spend, and influencer fees,
  • platform charges and transaction fees,
  • printing and production costs,
  • stock asset purchases and music licensing,
  • talent fees, model releases, and location fees,
  • taxes,
  • out-of-scope work,
  • rush or expedited work,
  • travel and accommodation,
  • translation,
  • legal review,
  • accessibility audits or certification,
  • account verification fees,
  • vendor charges.

Recurring Services may be subject to annual price adjustments. The Agency will give at least thirty (30) days written notice of any rate increase to a recurring engagement.

34. NO SET-OFF OR WITHHOLDING

Amounts due to the Agency shall be paid in full when due, without set-off, deduction, withholding, or counterclaim, except where required by law or agreed by the Agency in writing. Disputed amounts must be raised in accordance with Section 35 and Section 41.

35. REFUNDS, CHARGEBACKS, AND DISPUTED CHARGES

Deposits are non-refundable once work has begun, as they cover scheduling, planning, discovery, research, and project setup costs.

Fees paid for completed work, approved milestones, billed retainer periods, ad spend already deployed, third-party costs, and licensing or subscription fees already paid to third parties are non-refundable.

The Client agrees to raise any disputed charge directly with the Agency in writing within ten (10) business days of the invoice date and to engage in good-faith resolution. The Client agrees not to initiate a credit card chargeback, payment processor dispute, or bank reversal as a first step, and acknowledges that doing so without first attempting good-faith resolution is a material breach of this Agreement.

Where a chargeback is filed in breach of this Section, the Agency may suspend all work, revoke licenses to deliverables, recover all chargeback fees and bank costs from the Client, and pursue collection of the disputed amount.

36. MINIMUM TERMS, AUTO-RENEWAL, AND CANCELLATION OF RECURRING SERVICES

Recurring Services are subject to a minimum initial term of three (3) months from the start date stated in the proposal, unless a longer minimum term is stated. SEO, AISO, PPC and paid search management, paid social management, and social media management engagements are always subject to a minimum three (3) month term.

After the minimum term ends, the engagement continues on a month-to-month basis and renews automatically each month, unless either party provides at least thirty (30) days written notice of termination.

The Client may not cancel a Recurring Services engagement during the minimum term except for material uncured breach by the Agency. If the Client cancels during the minimum term in any other circumstance, the remaining minimum-term fees become immediately due and payable.

Fees for the notice period remain payable. Unused hours, credits, deliverables, or unspent budget within a billed period do not roll over to the next period and are not refundable on cancellation.

37. CANCELLATION, SUSPENSION, AND TERMINATION

Either party may terminate the Agreement upon written notice in accordance with this Section and Section 36.

If the Client cancels before work begins, the Agency may retain or charge a cancellation fee equal to ten percent (10%) of the total project value to cover scheduling, planning, and administrative costs.

If the Client cancels after work has started on a fixed-scope project, the Client shall pay:

  • all fees for work performed up to the termination date,
  • all fees for approved or partially completed milestones,
  • all committed third-party costs,
  • a cancellation fee equal to twenty percent (20%) of the remaining unperformed project balance, where applicable.

If the Client fails to provide required materials, approvals, or feedback for ten (10) business days or more, the Agency may invoke Section 22 (project dormancy) or terminate the Agreement.

The Agency may suspend work, revoke access, or terminate the Agreement immediately if:

  • invoices remain unpaid beyond fifteen (15) days from due date,
  • the Client becomes abusive, harassing, threatening, or discriminatory toward Agency staff, contractors, or partners,
  • the Client requests unlawful, fraudulent, deceptive, or non-compliant work,
  • the Client breaches a material term of this Agreement,
  • third-party platform issues make continuation commercially unreasonable,
  • the Client becomes insolvent, files for bankruptcy, or ceases business operations.

Upon termination, all unpaid fees become immediately due and payable.

38. EFFECT OF TERMINATION ON CAMPAIGN ASSETS AND ACCESS

Upon any termination of an engagement involving PPC, paid search, or paid social Services, the provisions of Section 16.F (g) through (k) and Section 16.G regarding Campaign Assets ownership, removal, buy-out option, and account access apply in full.

For all other Services, the Agency will:

a) revoke its own access to the Client’s third-party accounts where applicable;

b) provide the final approved Deliverables that are listed in the proposal, where all amounts due have been paid;

c) cease performing the Services as of the termination effective date;

d) retain its own internal tools, manager accounts, prompt libraries, and pre-existing assets, which were not transferred under this Agreement.

39. NO GUARANTEE OF BUSINESS RESULTS

The Client acknowledges that digital services involve many variables outside the control of the Agency, and that no guarantee is made regarding specific commercial outcomes, including but not limited to:

  • sales,
  • leads,
  • market share,
  • profit,
  • search rankings,
  • AI Overview placement,
  • AI assistant citations,
  • ad placements,
  • ad approvals,
  • campaign performance,
  • app store approval,
  • app downloads,
  • in-app revenue,
  • social growth,
  • engagement,
  • investor interest,
  • user adoption,
  • media reach,
  • business expansion.

Any forecasts, ranges, examples, benchmarks, case study outcomes, or industry statistics shared during proposals or discovery are illustrative only and are not commitments.

40. WARRANTY

For custom websites, web applications, mobile applications, designs, files, automations, and similar Deliverables, the Agency will correct reproducible bugs or defects that are clearly within the originally agreed scope and are reported in writing within thirty (30) days after final delivery, launch, or sign-off, whichever occurs first.

This limited warranty does not apply to:

  • third-party service failures,
  • account suspensions,
  • browser or device changes after delivery,
  • hosting or server problems,
  • plugin, theme, library, or platform updates after delivery,
  • Client edits or third-party edits,
  • tracking issues caused by blocked cookies, consent configuration, ad blockers, browser privacy settings, or platform changes,
  • performance limitations caused by hosting environment, installed third-party tools, or excessive Client changes,
  • legal or compliance issues not specifically contracted for,
  • subjective preferences or design opinions raised after approval,
  • results-based marketing expectations,
  • AI provider behaviour changes, model deprecations, or pricing changes,
  • items outside the written scope.

EXCEPT FOR THE LIMITED WARRANTY IN THIS SECTION, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGENCY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

41. LIMITED LIABILITY

To the maximum extent permitted by law, the total aggregate liability of the Agency arising out of or related to the Agreement or the Services shall be limited to the total amount actually paid by the Client to the Agency for the specific Services giving rise to the claim during the three (3) months immediately preceding the event that gave rise to the claim.

In no event shall the Agency be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including but not limited to:

  • lost profits,
  • lost revenue,
  • lost business opportunity,
  • lost data,
  • lost goodwill,
  • interruption of operations,
  • ad spend losses,
  • account restrictions,
  • chargebacks or refund losses,
  • reputational harm,
  • claims arising from third-party platform decisions,
  • claims arising from AI provider behaviour,

even if the Agency has been advised of the possibility of such damages.

This Section survives termination of the Agreement.

42. INDEMNIFICATION

The Client agrees to defend, indemnify, and hold harmless the Agency, its officers, employees, contractors, partners, subcontractors, and affiliates from and against any claims, liabilities, damages, losses, penalties, fines, costs, and expenses, including reasonable legal fees, arising from:

  • materials, data, or instructions supplied by the Client,
  • alleged infringement of intellectual property rights by Client Materials,
  • false, misleading, unsubstantiated, or unlawful claims made by the Client,
  • breach of privacy, anti-spam, advertising, accessibility, consumer protection, or other applicable laws by Client Materials or instructions,
  • the Client’s use, misuse, or modification of the Deliverables,
  • the Client’s failure to obtain permissions, licenses, model releases, location releases, music licenses, regulatory approvals, or legal review,
  • the Client’s failure to maintain proper account security or access controls,
  • chargebacks or payment disputes initiated by the Client in breach of Section 35,
  • the Client’s breach of Section 28 (Anti-Corruption and Sanctions Compliance).

43. INJUNCTIVE RELIEF

The Client acknowledges that a breach of confidentiality, intellectual property, payment-conditional license, Campaign Assets restrictions, non-solicitation, or non-disparagement obligations under this Agreement may cause irreparable harm to the Agency for which damages alone may be inadequate.

In the event of such a breach or threatened breach, the Agency may seek injunctive or other equitable relief from a court of competent jurisdiction, in addition to any other remedies available, without the requirement to post a bond or prove actual damages.

44. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform caused by events beyond reasonable control, including acts of God, outages, cyberattacks, ransomware, denial-of-service attacks, labour disruptions, governmental actions, public health emergencies, war, civil unrest, terrorism, infrastructure failures, supply chain interruptions, third-party platform outages, AI provider outages, internet failures, or similar events.

45. CONTRACTUAL LIMITATION PERIOD (BUSINESS AGREEMENTS)

Where the Client has confirmed under Section 3 that the Services are acquired for business purposes, the parties agree that this Agreement is a “business agreement” within the meaning of section 22 of the Limitations Act, 2002 (Ontario), and that the parties wish to vary the basic limitation period that would otherwise apply.

The parties agree that no action, claim, or proceeding arising out of or related to this Agreement, the Services, the Deliverables, or the Campaign Assets may be commenced more than one (1) year after the date the claim was discovered, or ought reasonably to have been discovered, except where a shorter or non-waivable limitation period is required by law.

This Section is intended to apply only between business parties and not to limit any non-waivable statutory right of a consumer where applicable.

46. NOTICES

All formal notices required or permitted under this Agreement shall be in writing and shall be considered delivered when sent to:

a) the Agency at hello@iwebapp.ca, with a copy to the project manager assigned to the engagement;

b) the Client at the email address listed on the proposal or invoice.

Routine project communication may continue through agreed project management tools and email threads as set out in Section 6.

47. ASSIGNMENT

The Client may not assign, transfer, or sublicense this Agreement, in whole or in part, without the prior written consent of the Agency.

The Agency may assign this Agreement, in whole or in part, to a successor entity, an affiliate, or in connection with a sale of all or substantially all of its assets or business, without the Client’s consent.

48. NON-SOLICITATION OF STAFF

During the term of the Agreement and for twelve (12) months thereafter, the Client agrees not to directly or indirectly solicit, hire, engage, or contract with any employee, contractor, or partner of the Agency who has performed Services for the Client, without the Agency’s prior written consent.

If the Client breaches this Section, the Client agrees to pay the Agency a placement fee equal to fifty percent (50%) of the annual compensation of the relevant person, as liquidated damages, recognizing the difficulty of calculating actual damages.

49. NON-DISPARAGEMENT AND PUBLIC COMMUNICATION

Each party agrees not to make false, misleading, or knowingly defamatory statements about the other party, its staff, services, or business.

Honest reviews, factual statements, and feedback provided through proper channels (such as direct communication, structured review platforms, or formal complaint processes) are not restricted by this Section.

The Client agrees that any concerns, complaints, or disputes will be raised first directly with the Agency in writing, in good faith, and through the dispute resolution process in Section 53, before public communication.

50. SEVERABILITY AND WAIVER

If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

The failure of either party to enforce any provision of this Agreement shall not be considered a waiver of that provision or of any other provision.

51. SURVIVAL

Sections covering payment, intellectual property, moral rights waiver, Campaign Assets, confidentiality, privacy, indemnification, limited liability, warranty disclaimers, contractual limitation period, dispute resolution, governing law, non-solicitation, non-disparagement, anti-corruption, and any other provision that by its nature should survive, shall survive termination or expiry of this Agreement.

52. HEADINGS AND CONSTRUCTION

The headings in this Agreement are for convenience only and do not affect interpretation. References to “including” mean “including without limitation.” References to a statute include any successor or amending legislation. Words in the singular include the plural and vice versa.

53. DISPUTE RESOLUTION

The parties agree to attempt to resolve any dispute through good-faith direct discussion before pursuing any other remedy.

If a dispute cannot be resolved through direct discussion within thirty (30) days, the parties agree to attempt mediation through a mutually acceptable mediator in the Province of Ontario, with costs shared equally.

If mediation is unsuccessful, the parties may pursue the matter in the courts of the Province of Ontario, or, at either party’s option, by binding arbitration under the Arbitration Act, 1991 (Ontario), before a single arbitrator in the City of Ottawa, Ontario, in the English language.

Each party shall bear its own legal costs unless the arbitrator or court orders otherwise.

This Section does not limit either party’s right to seek injunctive or equitable relief under Section 43.

54. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

Subject to Section 53, the parties submit to the exclusive jurisdiction of the courts of the Province of Ontario for any matter arising out of this Agreement.

55. PROPOSAL VALIDITY AND PRICING CHANGES

Unless otherwise stated, any proposal or quote issued by the Agency is valid for the calendar year in which it is issued or for thirty (30) days from the issue date, whichever period is shorter, unless withdrawn earlier in writing.

Pricing, scope, and timelines may be revised if the Client delays acceptance, changes the scope, or if third-party pricing, exchange rates, AI provider pricing, software licensing, or platform fees materially change before the Agreement is signed.

56. AMENDMENTS

Any amendment, extension, waiver, or variation of this Agreement must be in writing and signed or expressly accepted by both parties (including by email confirmation from authorized representatives).

The Agency may update these Terms and Conditions from time to time. The version in effect at the date a Client signs a proposal, approves an estimate, or pays a deposit is the version that applies to that engagement, unless the parties later agree in writing to apply an updated version.

57. COUNTERPARTS

This Agreement may be signed in counterparts, including by electronic signature, scanned PDF, or e-signature platform, each of which shall be considered an original and together shall constitute one and the same agreement.

58. ELECTRONIC SIGNATURE AND ACCEPTANCE

By signing the proposal, approving the estimate, paying a deposit or invoice, sending written instructions to begin work, ticking an “I accept” box on a digital proposal platform, or otherwise authorizing the Agency to begin work, the Client acknowledges that it has read, understood, and accepted these Terms and Conditions, and agrees that an electronic signature, email confirmation, or platform acceptance has the same legal effect as a handwritten signature, in accordance with the Electronic Commerce Act, 2000 (Ontario).

SHORT CLAUSES FOR THE PRICING PAGE

The following short clauses may be placed under each pricing section so the most important rules are visible before clients reach the full Terms page:

Each listed creative item includes creative development within the approved design direction and up to three (3) revision rounds. Requests for new concepts, expanded scope, or revisions beyond the included rounds may require additional fees.

SEO, AISO, PPC, paid search, paid social, and social media management engagements are subject to a minimum initial term of three (3) months from the start date. After the minimum term, services continue month to month and may be cancelled with thirty (30) days written notice.

For PPC and paid social engagements, campaign architecture, keyword research, ad copy, audience builds, and other strategic work product remain the intellectual property of iWEBAPP and may be removed from the client’s ad accounts on termination, unless a buy-out is agreed in writing. The client’s ad account itself remains the property of the client.

Full Terms and Conditions apply to all engagements and are available at https://www.iwebapp.ca/terms-and-conditions/.

iWEBAPP Agency Inc. 300 Earl Grey Dr #11, Kanata, ON K2T 1C1 +1 613-879-5266 | +1 800-206-2117 | hello@iwebapp.ca https://www.iwebapp.ca

Excellence

 

Commitment to Excellence

At iWEBAPP, we immerse ourselves in the world of cutting-edge technology journalism, dedicated to delivering unparalleled content. Our narratives unfold through rigorous testing, in-depth research, and insightful interviews, all enriched by hands-on product exploration and industry expertise. The backbone of our reviews lies in consistent, objective results, achieved through meticulously crafted testing methodologies that evolve with our pursuit of accuracy.

Unwavering Independence

iWEBAPP stands as the unwavering compass in the realm of technology. Editorial decisions are steered exclusively by our editorial team, driven by a singular focus on our audience’s interests. Our reviews and conclusions materialize devoid of personal biases, advertising influences, or business considerations. While our affiliate marketing team strategically places buying links, our editorial integrity remains intact, steering clear of paid endorsements or content.

Building Trust

We are architects of trust, dedicated to transparent and objective editorial reviews. Paid reviews find no home on our platform, and unsolicited submissions are respectfully declined. Our collaboration with vendors adheres to embargoes, ensuring timely and accurate information dissemination. Throughout our testing, vendors have the chance to address concerns, yet we stand firm against preconditions or previewing reviews before publication.

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