Verified by Trustindex Terms of Service active as of April 10th, 2023.
Parties: Arkwell Agency Ltd. (“Agency”, “we”, “us”) and the client identified in the applicable proposal, order, or invoice (“Client”, “you”).
1) Scope & Deliverables
1.1 We will design and build as described in your accepted proposal/quote (“Project”).
1.2 Any items not listed are out-of-scope and require a separate quote or a change order.
2) Payments, Term & Installments
2.1 Total Project Price & Installments. The total cost and the monthly installment schedule are in your proposal or invoice.
2.2 Commitment to Full Payment. By starting the Project, you agree to pay all monthly installments until the total price is paid in full. Payment is not dependent on marketing results.
2.3 Due Dates. Each installment is due on its monthly due date (or auto-billed if authorized).
2.4 Acceleration. If any payment is 30+ days overdue, we may accelerate the entire unpaid balance so it becomes due immediately.
3) Ownership, License & Takedown for Non-Payment
3.1 Agency temporarily owns the new website, all design, and code during the monthly commitment period, typically 12 months (exact length in your proposal). At the end of this period, when the last invoice is paid, irrevocable ownership of the website and all associated design and code is assigned to the Client and all access must be provided (if not already available) within 24 hours from the Agency. The right to ownership by the Client through committed monthly payments is incontrovertible.
3.2 Limited License While Paying. While your account is in good standing, you have a revocable, non-exclusive license to use the website.
3.3 Takedown After 30 Days Overdue. If you are 30 days past due with outstanding balance on your new website build, we may suspend services, plugin access, license access, and/or take the site offline without further notice until the full outstanding balance is paid.
3.4 Collections. We pursue amounts owed (typically the full remaining balance). You agree to pay reasonable recovery/collection costs and legal fees where permitted.
4) Client Materials & Responsibilities
4.1 You will supply timely content, assets, branding, logins, approvals, and a single point of contact. Delays in inputs extend timelines.
4.2 You warrant that all materials you provide are lawful and you have the right to use them.
4.3 You’re responsible for accuracy of content, legal notices, privacy policies, and compliance applicable to your business.
5) Revisions, Acceptance & Launch
5.1 Each new website or website rebuild project will receive revisions until the website is complete to the satisfaction of the client. If your project requires more revisions for reasons outside of the original scope, you may be subject to additional costs (this does not apply to SEO projects that receive unlimited revisions monthly). You will be notified of any potential cost increases and you must approve these additions in order to be charged. SEO packages receive unlimited website updates within the scope of required deliverables.
5.2 A deliverable is deemed accepted when you approve it in writing or it goes live, whichever occurs first.
5.3 “Go-Live” scheduling requires your approvals and cleared payments due at that stage.
6) Hosting, Domains & Third-Party Services
6.1 Unless your proposal says otherwise, hosting, domains, email, apps, and plugins are third-party services billed separately and governed by their own terms.
6.2 We may recommend third-party tools. You will be notified ahead of time if you may be responsible for their fees and compliance. We are not liable for outages, price changes, or vendor issues with third-party tools.
7) Results and Warranties
7.1 No Results-Based Guarantees. Performance/ROI is influenced by many factors beyond our control. Payment is never contingent on results.
7.2 Satisfaction, Defined. Our commitment is that deliverables will (a) be provided in a commercially reasonable timeframe; and (b) be professional quality work intended to have a positive impact on your business.
7.3 Disclaimer. Except as expressly stated, the services are provided “as is” and “as available” with no warranties (express or implied), including merchantability, fitness for a particular purpose, or non-infringement.
8) Liability Cap & Indemnity
8.1 Liability Cap. Our total liability arising out of the Project is limited to the amount you paid us for the services giving rise to the claim.
8.2 No Special Damages. We are not liable for lost profits, lost data, business interruption, or any indirect, incidental, special, or consequential damages.
8.3 Indemnity. You agree to defend, indemnify, and hold us harmless from claims, damages, and costs (including legal fees) arising from: (a) your content, instructions, or misuse; (b) your breach of these terms; or (c) your violation of laws or third-party rights.
9) Change Requests & Extra Work
9.1 Additional features, pages, integrations, copywriting, photography, or custom development beyond the proposal are billable at our current rates or via a fixed-fee change order. You will be notified of any changes prior and must approve them in order to be billed additionally.
10) Confidentiality & Portfolio Rights
10.1 We will keep your non-public information confidential and use it only to deliver the Project.
10.2 You grant us the right to display the finished work, screenshots, and your logo/name in our portfolio and marketing.
11) Support, Maintenance & Security
11.1 Post-launch support/maintenance is only included if stated in your plan. Otherwise, support is billable.
11.2 We use standard, commercially reasonable practices but no system is 100% secure; we maintain daily backups up to one week and we can redeploy your website back to any point in time within 24 hours.
12) Termination
12.1 You may terminate for convenience at any time but remain responsible for the full contract amount (installments continue until paid in full).
12.2 We may only terminate for cause (e.g., non-payment, unlawful content, abuse).
12.3 Upon termination or suspension for non-payment, your license ends and access may be disabled. Outstanding amounts become immediately due.
13) Chargebacks & Disputes
13.1 No chargebacks. You agree not to initiate chargebacks; use our dispute process instead. Improper chargebacks will be sent to collections and may include fees.
13.2 We’ll work in good faith to resolve disputes quickly.
14) Notices, E-Sign, and Assignment
14.1 We may send notices to your billing/email address. E-signatures and electronic approvals are valid.
14.2 We may assign or subcontract in the ordinary course of business.
15) Governing Law & Venue
15.1 These terms are governed by the laws of Ontario, Canada.
15.2 The parties submit to the exclusive jurisdiction of the courts of Ontario (Toronto or the court closest to Agency’s principal office).
16) Miscellaneous
16.1 Entire Agreement. These terms and your proposal/invoice are the entire agreement and supersede all prior discussions.
16.2 Amendments. Changes must be in writing and signed/approved electronically by both parties.
16.3 Severability. If a clause is unenforceable, the rest remains in effect.
16.4 Force Majeure. We are not liable for delays or failures due to events beyond our reasonable control.
17) Attribution
Attribution/Footer Credit: You permit a small “Powered by Arkwell Agency” link in the footer.
18) Signature / Acceptance
By paying the first invoice, you agree to these Terms of Service and the payment schedule until paid in full.
