Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("Client," "you," or "your") and Arvado ("Company," "we," "us," or "our") governing your access to and use of our website (the "Website") and our services.

By accessing or using our Website or services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Website or services.

These Terms should be read in conjunction with our Privacy Policy, which describes how we collect, use, and protect your personal information.

These Terms are governed by the laws of Canada and the province or territory in which Arvado operates, and the federal laws of Canada applicable therein.

2. Definitions

  • "Services" means all services provided by Arvado, including but not limited to:

    • Premium web development and design services
    • AI assistants and automation systems
    • Growth campaigns and digital marketing services
    • Lifecycle systems and email/SMS automation
    • Consulting and strategy services
    • Any other services agreed upon in writing

  • "Client Content" means any content, materials, data, or information provided by you to us in connection with the Services.

  • "Deliverables" means any work product, code, designs, documentation, or other materials created by us and delivered to you as part of the Services.

  • "Intellectual Property" means all intellectual property rights, including copyrights, trademarks, trade secrets, patents, and other proprietary rights.

3. Services Description

3.1 Premium Web Experiences

We provide web development and design services, including:

  • Design systems and user interface development
  • Next.js and Tailwind CSS-based website development
  • SEO-ready architecture and optimization
  • Performance tuning and optimization
  • Component libraries and scalable design systems

3.2 AI Assistants & Automations

We develop and implement AI-powered solutions, including:

  • Voice and chat receptionist systems
  • CRM and calendar integrations
  • Automated workflow systems
  • Analytics dashboards and reporting tools

3.3 Growth Campaigns

We provide digital marketing services, including:

  • Paid social media advertising (Meta, Google Ads, etc.)
  • Local SEO optimization and content strategies
  • Review generation and reputation management
  • Performance tracking and analytics

3.4 Lifecycle Systems

We develop automated customer engagement systems, including:

  • Email and SMS marketing automation
  • Customer onboarding and retention programs
  • Referral and loyalty systems
  • Revenue attribution and reporting

4. Service Agreements

4.1 Project-Specific Agreements

The specific terms, scope, deliverables, timeline, and pricing for each project will be set forth in a separate written agreement (a "Project Agreement" or "Statement of Work"). In the event of any conflict between these Terms and a Project Agreement, the Project Agreement shall govern with respect to that specific project.

4.2 Scope Changes

Any changes to the scope of work, deliverables, timeline, or pricing must be agreed upon in writing by both parties. Additional work beyond the original scope may result in additional fees and timeline adjustments.

5. Client Obligations

5.1 Provision of Information

You agree to:

  • Provide accurate, complete, and timely information necessary for us to perform the Services
  • Designate a primary contact person authorized to make decisions and provide approvals
  • Respond to requests for information, feedback, and approvals in a timely manner
  • Provide access to necessary systems, accounts, and resources

5.2 Client Content

You represent and warrant that:

  • You own or have the right to use all Client Content provided to us
  • Client Content does not infringe upon any third-party rights
  • Client Content complies with all applicable laws and regulations
  • Client Content does not contain malicious code, viruses, or harmful materials

5.3 Compliance

You are responsible for ensuring that your use of the Services and Deliverables complies with:

  • All applicable laws and regulations
  • Industry-specific requirements and standards
  • Third-party terms of service (for integrated platforms)
  • Privacy and data protection laws

6. Payment Terms

6.1 Fees and Pricing

Fees for Services will be set forth in the applicable Project Agreement. All fees are stated in Canadian dollars unless otherwise specified.

6.2 Payment Schedule

Payment terms will be specified in each Project Agreement. Common payment structures include:

  • Deposit upon project commencement
  • Milestone-based payments
  • Monthly retainer payments
  • Final payment upon project completion

6.3 Late Payments

If payment is not received by the due date:

  • We may suspend Services until payment is received
  • Late fees of 1.5% per month (18% annually) may be applied to overdue amounts
  • We reserve the right to pursue collection through legal means
  • You remain responsible for all costs of collection, including legal fees

6.4 Taxes

All fees are exclusive of applicable taxes (GST/HST, PST, etc.). You are responsible for paying all applicable taxes, unless we are required to collect and remit them.

6.5 Refunds

Refunds, if any, will be handled on a case-by-case basis as set forth in the applicable Project Agreement. Generally, deposits and payments for completed work are non-refundable.

7. Intellectual Property Rights

7.1 Client Content

You retain all ownership rights in your Client Content. You grant us a license to use, reproduce, modify, and display Client Content solely for the purpose of providing the Services.

7.2 Deliverables

Subject to payment of all fees, we grant you a non-exclusive, worldwide, perpetual license to use the Deliverables for your business purposes, unless otherwise specified in a Project Agreement.

7.3 Pre-Existing Materials

We retain all rights in our pre-existing materials, methodologies, tools, templates, and know-how. Any pre-existing materials incorporated into Deliverables remain our property, and you receive a license to use them as part of the Deliverables.

7.4 Third-Party Materials

Deliverables may incorporate third-party materials (open-source software, libraries, etc.). Your use of such materials is subject to their respective licenses and terms.

7.5 Portfolio Rights

We retain the right to display Deliverables in our portfolio, case studies, and marketing materials, unless otherwise agreed in writing. You may request that we not use specific confidential or proprietary information in our portfolio.

8. Confidentiality

8.1 Confidential Information

Both parties agree to maintain the confidentiality of any confidential or proprietary information disclosed during the course of the Services. Confidential information includes:

  • Business plans, strategies, and financial information
  • Technical specifications and proprietary methodologies
  • Client lists and customer data
  • Any information marked as confidential or that would reasonably be considered confidential

8.2 Exceptions

Confidentiality obligations do not apply to information that:

  • Is publicly available or becomes publicly available through no breach of this Agreement
  • Was known to the receiving party before disclosure
  • Is independently developed by the receiving party
  • Must be disclosed by law or court order

8.3 Duration

Confidentiality obligations survive termination of these Terms and any Project Agreement.

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

  • Services will be performed in a professional and workmanlike manner
  • We have the right and authority to enter into this Agreement
  • Deliverables will not infringe upon third-party intellectual property rights (to our knowledge)

9.2 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

  • WARRANTIES OF MERCHANTABILITY
  • WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE
  • WARRANTIES OF NON-INFRINGEMENT
  • WARRANTIES REGARDING UNINTERRUPTED OR ERROR-FREE OPERATION

9.3 Third-Party Services

We are not responsible for the performance, availability, or terms of third-party services, platforms, or tools that may be used in connection with the Services (e.g., hosting providers, CRM platforms, advertising platforms).

9.4 Results

While we strive to achieve positive results, we do not guarantee specific outcomes, metrics, or performance results from our Services. Results depend on numerous factors beyond our control.

10. Limitation of Liability

10.1 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR THE AMOUNT PAID FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM, WHICHEVER IS LESS.

10.2 Exclusion of Damages

IN NO EVENT SHALL WE BE LIABLE FOR:

  • INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES
  • LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
  • COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES

10.3 Exceptions

The limitations and exclusions above do not apply to:

  • Liability for death or personal injury caused by negligence
  • Liability for fraud or fraudulent misrepresentation
  • Any liability that cannot be excluded or limited under applicable law

11. Indemnification

You agree to indemnify, defend, and hold harmless Arvado and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

  • Your use of the Services or Deliverables
  • Your breach of these Terms or any Project Agreement
  • Your violation of any law or third-party rights
  • Client Content provided by you

12. Term and Termination

12.1 Term

These Terms remain in effect until terminated by either party in accordance with this section.

12.2 Termination by You

You may terminate these Terms at any time by providing written notice to us. Termination does not relieve you of your obligation to pay for Services already performed or expenses already incurred.

12.3 Termination by Us

We may terminate these Terms or suspend Services immediately upon written notice if:

  • You breach any material term of this Agreement and fail to cure such breach within 30 days of written notice
  • You fail to make payment when due
  • You become insolvent, file for bankruptcy, or cease to do business
  • We determine, in our sole discretion, that continued provision of Services is not feasible

12.4 Effect of Termination

Upon termination:

  • All outstanding fees become immediately due and payable
  • You must cease using any Deliverables (unless otherwise agreed)
  • Each party will return or destroy confidential information of the other party
  • Sections that by their nature should survive termination will continue in effect

13. Data Protection and Privacy

13.1 Privacy Policy

Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated by reference into these Terms.

13.2 Client Data

When providing Services, we may process data on your behalf. You are responsible for ensuring that:

  • You have the right to provide such data to us
  • You have obtained necessary consents for data processing
  • Data processing complies with applicable privacy laws (including PIPEDA, CASL, and provincial privacy laws)

13.3 Data Security

We implement reasonable security measures to protect data, but we cannot guarantee absolute security. You are responsible for maintaining backups of your data.

14. Dispute Resolution

14.1 Good Faith Negotiation

Before initiating any formal dispute resolution process, both parties agree to attempt to resolve disputes through good faith negotiation for at least 30 days.

14.2 Mediation

If negotiation is unsuccessful, disputes will be referred to mediation with a mutually agreed mediator. Mediation costs will be shared equally unless otherwise agreed.

14.3 Arbitration

If mediation is unsuccessful, disputes will be resolved through binding arbitration in accordance with the applicable provincial or territorial Arbitration Act or the rules of the ADR Institute of Canada, Inc. Arbitration will be conducted in the province or territory where Arvado operates.

14.4 Jurisdiction

Notwithstanding the arbitration provision, either party may seek injunctive relief in the courts of the province or territory where Arvado operates to protect intellectual property rights or prevent irreparable harm.

15. Force Majeure

Neither party will be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, labor disputes, or failures of third-party services or infrastructure.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any Project Agreements, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements and understandings.

16.2 Amendments

These Terms may only be amended by written agreement signed by both parties.

16.3 Assignment

You may not assign these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

16.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

16.5 Waiver

No waiver of any term or condition will be effective unless in writing. A waiver of any breach will not constitute a waiver of any subsequent breach.

16.6 Relationship of Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

16.7 Notices

All notices must be in writing and delivered to:

  • To Arvado: hello@arvado.ca
  • To Client: The email address provided in the Project Agreement or as updated by written notice

16.8 Language

These Terms are provided in English. If translated, the English version will prevail in case of any discrepancy.

16.9 Compliance with Laws

Both parties agree to comply with all applicable federal, provincial, and local laws and regulations, including:

  • Privacy laws (PIPEDA, provincial privacy acts)
  • Anti-spam legislation (CASL)
  • Consumer protection laws
  • Employment and labor laws (where applicable)

17. Service-Specific Terms

17.1 Web Development Services

  • We will provide source code and documentation as specified in the Project Agreement
  • You are responsible for hosting, domain registration, and ongoing maintenance (unless otherwise agreed)
  • We may recommend third-party hosting or services, but you are responsible for their terms and costs

17.2 AI and Automation Services

  • AI services may rely on third-party AI platforms and APIs
  • We are not responsible for changes to third-party AI services that affect functionality
  • You are responsible for compliance with terms of service of integrated platforms
  • AI-generated content may require human review and approval

17.3 Marketing Services

  • Marketing results depend on numerous factors beyond our control
  • You are responsible for compliance with advertising standards and regulations
  • We may use third-party advertising platforms subject to their terms and policies
  • Budgets and spending limits must be agreed upon in writing

17.4 Email and SMS Services

  • You must comply with CASL and other anti-spam laws
  • You are responsible for obtaining necessary consents for marketing communications
  • We are not responsible for deliverability issues beyond our reasonable control
  • You must provide accurate sender information and unsubscribe mechanisms

18. Acceptable Use

You agree not to:

  • Use the Services for any illegal or unauthorized purpose
  • Violate any applicable laws or regulations
  • Infringe upon intellectual property rights
  • Transmit malicious code, viruses, or harmful content
  • Interfere with or disrupt the Services or our systems
  • Use the Services to send spam or unsolicited communications
  • Attempt to gain unauthorized access to our systems or data

19. Feedback and Suggestions

Any feedback, suggestions, or ideas you provide regarding our Services may be used by us without obligation or compensation to you. You grant us a perpetual, irrevocable, royalty-free license to use such feedback.

20. Contact Information

If you have questions about these Terms, please contact us:

Arvado
Email: hello@arvado.ca

For questions about our Privacy Policy, please refer to our Privacy Policy document.