Master Services Agreement

2. Definitions

As used herein and throughout this Agreement:

Agreement — refers to the terms and conditions outlined on this page.

Backups — refers to copies of files or data created to aid in data recovery.

Changes — refer to any adjustments or modifications to the Scope of Work outlined in the original Project Order.

Change Order — refers to the written document outlining any requested or required Revisions, such as an estimate or quote for any additional costs involved.

Client Content — refers to all materials, information, photography, and other content you provide us to prepare or incorporate into the Deliverables.

Concept — refers to the initial approach, aesthetic, or direction represented in a Prototype or Deliverable. Concepts may include visual concepts, wireframes, layouts, user experiences, or any other foundational ideas related to the Project.

Confidential Information — refers to any confidential or proprietary information as described in Section 8, including but not limited to business records, trade secrets, and marketing strategies.

Copyrights — refer to the exclusive legal rights to original creative works, fixed in a tangible medium, as defined under Canadian Copyright Law and international copyright treaties.

Deliverables — refer to the final outcomes, services, or work provided to you in the form specified in the Project Order. A Project may have multiple Deliverables provided at different phases of the Project.

Ongoing Services — refers to continuous or recurring Services, such as maintenance, support, web hosting, or marketing retainers, provided on an ongoing basis rather than as a one-time project.

Pricing — refers to the fees, rates, and costs associated with the Services, as specified in a Project Order.

Project — refers to the Scope of Work, Pricing, Deliverables, and other particulars agreed upon, as outlined in and relating to a specific Project Order.

Project Order — refers to an accepted offer (Quote, Proposal, or Change Order) for Services to be provided to you, which becomes a binding contract upon acceptance.

Prototypes — refers to preliminary versions of Deliverables, such as designs, wireframes, concepts, or drafts, created for you to review and provide feedback before finalization.

Revisions — refers to any requests to modify Deliverables in response to feedback provided.

Scope of Work — refers to the complete description of all Services required to fulfill the Project Order, including work typically required for this type of Project and any accepted Change Orders.

Services — refers to all of the work performed by us and any Third-Party Services we use to fulfill the Scope of Work outlined in the Project Order.

Third-Party Services — refers to any services or materials provided by third-party vendors, such as software providers, plugin developers, photographers, or other external providers, that are resold, implemented, or otherwise integrated into the Project.

Working Files — refers to the digital files and materials used to develop the Deliverables.

3. Services

3.1. Scope of Work.

The Scope of Work includes all tasks required to complete the Project, as specified in the Project Order and any accepted Change Orders. A Change Order will be required if additional work is requested or becomes necessary due to unforeseen circumstances. The Change Order must be accepted before any extra work begins.

3.2. Timelines.

Project timelines will be outlined in the Project Order, and we’ll make every reasonable effort to follow them. However, we reserve the right to adjust the timeline in the event of unforeseen circumstances, such as illness, technical challenges, or other unexpected delays beyond our control. Any such adjustments will not be considered a breach of contract, and we will communicate any changes promptly to minimize disruption.

With that said, maintaining a consistent cadence is essential for achieving the best results. Prolonged delays can lead to a loss of momentum, inefficiencies, and an increased risk of errors, as our team may need to revisit past work to regain context. We understand that unforeseen delays can occur, and we’ll do our best to accommodate them. However, if a project experiences delays exceeding four weeks, it may be considered dormant, and a rescheduling fee will apply to resume work.

3.3. Approvals.

At different phases of the Project, you will be asked to review and approve various Deliverables. It is essential to provide timely feedback to keep the Project on track. Approval can be given via email or other written communication. Once approved, those Deliverables will be considered final, and any subsequent Changes or Revisions will require an approved Change Order.

3.4. Concepts & Revisions.

Unless otherwise specified in the Project Order, we’ll create one Concept for each Deliverable (or set of Deliverables) and include up to two (2) rounds of Revisions. Revisions include any adjustments or modifications of a Deliverable based on your feedback. Please review the work carefully and submit consolidated feedback. Additional Concepts or Revisions will require an approved Change Order.

3.6. Design Services.

Our design services include the creation of Prototypes or Deliverables tailored to your brand and Project goals. This may encompass web design, user interface (UI) design, ad creative, or other graphic design work.

3.6. Copywriting Services.

Our copywriting services involve creating written content for your website, marketing materials, or other media. We collaborate with you to ensure the tone and messaging align with your brand. If you need help articulating your message, we can guide the process through interviews, forms, or other methods to help you communicate effectively. However, as we are not subject matter experts, you are responsible for ensuring the factual accuracy of the final copy.

3.7. Development Services.

Our development services involve writing code to bring your Project to life. This includes front-end and back-end development, custom functionality, integration with third-party tools, and more. We use industry best practices to ensure that your website or application performs reliably and meets your specifications.

We may use third-party software, plugins, or open-source components as part of the development process. It is the client’s responsibility to ensure compliance with any licensing requirements related to third-party software. Any requests for significant changes or additions during the development phase will require a Change Order and may affect the Project timeline.

3.8. Cloud Services.

Cloud services encompass infrastructure such as web hosting, email hosting, and other cloud-based solutions that we provide or manage for you. This includes services like Google Workspace, API integrations, and website hosting.

It is important to note that we do not offer backup services as part of our standard hosting. Clients are responsible for maintaining backups of their own data, even if backup tools are available through the hosting platform. We will provide the necessary infrastructure and support to keep your services running smoothly, but any additional cloud services, changes, or maintenance outside the Scope of Work will require a Change Order.

3.9. Marketing Services.

Our marketing services include strategic guidance and execution for search engine optimization (SEO), search engine marketing (SEM), content marketing, social media management, and other digital marketing efforts. We work with you to develop a marketing strategy aligned with your goals, then execute on those strategies.

Clients are responsible for providing any necessary access, approvals, or resources required to implement marketing strategies. We adhere to industry best practices and platform requirements, but we cannot guarantee specific results or outcomes. Any additional marketing services or significant strategy changes outside the Scope of Work will require a Change Order.

3.10. Consulting Services.

Our consulting services provide strategic advice and recommendations to help you achieve your business goals. This includes analysis of current operations, development of actionable strategies, and ongoing advice as your business evolves.

While we strive to provide the best possible advice based on the information provided, Twirling Umbrellas cannot be held responsible for the outcomes of decisions made based on our recommendations. Any additional consulting hours or services beyond those outlined in the Project Order will require a Change Order.

4. Fees and Charges

4.1. Fees.

In consideration of the Services to be performed by the Agency, the Client shall pay the Agency fees in the amounts and according to the schedule set forth in the Project Order, plus any applicable taxes (the “Project Fees”). Unless otherwise indicated, all fees are in Canadian Dollars (CAD).

4.2. Rates.

Our current hourly rates are as follows:

Services	Rate / Hour	Examples Include:
Regular Services	$200	UX/UI and graphic design, copywriting, and development.
Strategy & Branding	$225	Strategic plans, nomenclature, and brand development.
Rush / After Hours	$275	Rush services or requests outside normal business hours.
Data Entry	$100	Manual data entry and processing services.

4.3. Rate Changes.

Our rates are typically updated each calendar year unless extraordinary circumstances require otherwise. In either case, we will provide thirty (30) days notice of changes to our current market rates.

4.4. Renewals.

Unless otherwise indicated, all Ongoing Services will automatically renew at the end of their term at our current market rates.

4.5. Contract Rates.

From time to time, we may offer reduced rate(s) as part of a contract. Services requested in excess of the contract (e.g., additional work requested outside the Scope of Work described in the Project Order) will be charged at our normal rate(s) as outlined above.

4.6. Overhead.

The pricing shown in the Project Order includes the Agency’s fees and general overhead necessary to complete the Project, such as software, tools, and other business-related costs incurred at the Agency’s discretion.

4.7. Additional Fees.

Additional fees may apply for external materials or services required for the Project, including but not limited to stock photography, typefaces, artwork licenses, equipment rental, production costs, and/or license fees. These fees will be invoiced to the Client as “Additional Fees.”

4.8. Estimates vs. Fixed Pricing.

Project Orders specifying a “Fixed Price” or “Fixed Pricing” include all reasonably foreseeable costs required to complete the Scope of Work. All other quotes and estimates are non-binding, and the final fees related to those Project Orders will reflect the total billable time and materials incurred in providing the Services.

4.9. Terms.

Invoices are payable within thirty (30) days of receipt unless otherwise specified in the Project Order. An interest charge of 2% per month (26.82% per annum) will be added to all overdue balances.

4.10. Payments.

Payments received will be credited first to late payment charges and next to the unpaid balances. Clients are responsible for all collection fees necessitated by lateness or default in payment.

4.11. Dormancy.

Projects that are delayed unnecessarily by the Client or remain inactive for more than thirty (30) days may be considered dormant. If a project is deemed dormant, it will be placed on hold, and a rescheduling fee of $500 will be required to resume work. Rescheduling is subject to the Agency’s availability.

4.12. Reactivation Fees.

For ongoing services, a reactivation fee of $200 will apply. The Agency cannot guarantee the availability or recoverability of third-party services, including but not limited to domain registrations, hosting, or licenses, which may no longer be available if they have expired due to inactivity or non-payment. Any effort to restore services will be undertaken at the Client’s risk.

4.13. Delivery.

The Agency reserves the right to withhold delivery, discontinue work, and/or deactivate other services provided if accounts are not kept current. All grants of any license to use, or transfer of ownership of, any intellectual property rights under this Agreement are conditioned upon receipt of payment in full, including any Additional Fees, taxes, interest, and other charges.

4.14. Retainers & Deposits.

For certain projects or ongoing services, a retainer or deposit may be required before work begins. Retainers and deposits are non-refundable and will be applied to the final balance of the Project Fees, unless otherwise specified.

4.15. Taxes.

Unless otherwise specified, all fees, estimates, and pricing provided by the Agency do not include applicable taxes. The Client is responsible for paying any applicable taxes, including sales tax, VAT, or similar government fees related to the services provided by the Agency.

4.16. Disputed Charges.

In the event of a dispute over any portion of an invoice, the Client shall notify the Agency within fourteen (14) of receipt of the invoice. The Client agrees to pay the undisputed portion of the invoice by the due date.

5. Changes & Revisions

5.1. Changes.

The Client shall pay the Additional Fees for Changes recommended to or requested by the Client which are outside the Scope of Work indicated in the Project Order on a time and materials basis, at the rates outlined in the table at Section 2.2 of this Agreement. Such Additional Fees shall be in addition to the regular Project Fees payable under the Project Order, despite any maximum budget, contract price, or final price identified therein. The Agency may extend or modify any delivery schedule or deadlines in the Project Order and any Deliverables as may be required by such Changes.

5.2. Change Order.

The Agency will notify the Client in advance of any expected Additional Fees. The Agency will submit a written Change Order which will contain an estimate of the additional charges for the Client’s approval. Work shall not proceed on the Changes until the Client’s approval is received by the Agency.

5.3. Timelines.

The Agency will prioritize the performance of the Services as may be necessary or as identified in the Project Order and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Project Order.

5.4. Reviews.

The Client agrees to review Deliverables within the time identified for such reviews and to promptly either:

1. Approve the Deliverables in writing; or,
2. Provide written feedback sufficient to identify the Client’s requests, concerns, objections, corrections, or ideas to the Agency. The Client shall timely respond to any request by the Agency for written clarification of any request, concern, objection, correction, or new idea.

5.5. Deadlines.

The Client acknowledges and agrees that the Agency’s ability to meet deadlines is entirely dependent upon the Client’s prompt performance of its obligations to provide materials, comments, and/or approvals pursuant to the timelines outlined in the Project Order, and that any Changes to the Scope of Work may delay delivery of the Deliverables. Any such delay shall not constitute a breach of any term, condition, or the Agency’s obligations under this Agreement.

5.6. Acceptance.

The Client, within ten (10) business days of receipt of each Deliverable or as specified in the Scope of Work, shall notify the Agency, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Project Order, or of any other Changes the Client wishes made to such Deliverable. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice, the Deliverable shall be deemed accepted.

6. Client Responsibilities

The Client acknowledges that they shall be responsible for performing the following in a reasonable and timely manner:

1. Coordination of any decision-making with parties other than the Agency;
2. Provision of the Client Content in a form suitable for use in the Deliverables without further preparation, unless otherwise expressly provided in the Project Order;
3. Ensuring that all details, information, and claims contained within the Client Content are accurate, legal, and conform to applicable standards in the Client’s industry;
4. Ensuring that all details, information, and claims contained within the Final Deliverables are accurate, legal, and conform to applicable standards in the Client’s industry; and,
5. Final review and approval of the Deliverables.

7. Accreditation

7.1. By The Agency

The Agency retains the right to reproduce, publish and display the Deliverables in the Agency’s portfolios and websites, and in galleries, design periodicals, and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.

7.2. By Either Party

Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.

8. Confidential Information

Each party acknowledges that in connection with this Agreement it may receive certain Confidential Information. Each party, its agents and employees, shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Project Order except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third-party without an obligation of confidentiality.

9. Intellectual Property

9.1. Rights in the Final Deliverables:

1. Final Works. Upon completion of the Services, and expressly conditioned upon full payment of all fees (including Project Fees and Additional Fees), expenses, and costs due, the Agency assigns to the Client all of the Agency’s Copyrights and Trademarks in and to the Final Works, and, if requested, the Agency shall deliver to the Client all Working Files related to the Final Works.
2. Client Content. Client Content, including pre-existing Trademarks, shall remain the sole property of the Client or its respective partners, and the Client or its partners shall be the sole owner of all Trademarks, Copyrights, and other rights in connection therewith.
3. Third-Party Materials. Intellectual property rights in Third-Party Materials shall be owned by the respective third-parties. The Agency shall obtain a license on behalf of the Client to use the Third- Party Materials and shall provide the Client with copies of such licenses. The Client accepts responsibility for maintaining such licenses.

9.2. Rights Reserved to the Agency:

1. Preliminary Works. The Agency retains all proprietary rights, including property ownership, intellectual property rights and Copyrights, in and to all Preliminary Works.
2. Original Artwork. The Agency retains property ownership in any original artwork not included in the Final Works, including all rights to display or sell such artwork.
3. Agency Tools. Agency Tools and all intellectual property rights therein, including Copyrights, shall be owned solely by the Agency. The Agency hereby grants to the Client a non-exclusive, non-transferable (other than the right to sublicense such uses to the Client’s publisher, web hosting, or Internet service providers), perpetual, worldwide license to use the Agency Tools solely with the Final Deliverables for the Project. The Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, or otherwise disassemble or modify any Agency Tools comprising software or technology.

9.3. Injunctive Relief.

The Client acknowledges and agrees that without prejudice to any and all other rights of the Agency, in the event of the Client’s violation or attempted violation of any of the covenants in sections 6 and 7 of this agreement, an injunction or any other like remedy shall be the only effective remedy to protect the Agency’s rights and property as set out in such clauses, and that an interim injunction may be granted immediately on the commencement of any suit.

10. Relationship of the Parties

10.1. Delivery

The Agency shall provide the Services under the general direction of the Client, but the Agency shall determine, in the Agency’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. All rights, if any, granted to the Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.

10.2. Agency Agents.

The Agency shall be permitted to engage and/or use other service providers as independent contractors in connection with the Services. Notwithstanding, the Agency shall remain fully responsible for compliance with the various terms and conditions of this Agreement.

10.3. No Solicitation.

During the term of this Agreement, and for a period of two (2) years after expiration or termination of this Agreement, the Client agrees not to, for any reason, solicit, recruit, or otherwise hire or take away (or cause to be hired or taken away), any Agency employee in the employee’s individual capacity, whether or not said person has been assigned to perform tasks under this Agreement.

10.4. No Exclusivity.

The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by the Agency, and the Agency shall be entitled to offer and provide services to others, solicit other clients, and otherwise advertise the services offered by the Agency.

11. Warranties and Representations

11.1. By Client.

The Client represents, warrants, and covenants to the Agency that:

1. The Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content,
2. The Client Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content as well as any Copyrights and Trademarks in connection with the Project does not and will not violate the rights of any third parties,
3. The Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and
4. The Client shall comply with all laws and regulations as they relate to the Services and Deliverables.

11.2. By Agency.

The Agency represents, warrants and covenants to the Client that:

1. The Agency will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
2. Except for Third-Party Materials and Client Content, the Final Deliverables shall be the original work of the Agency and/or its independent contractors and to the best of the Agency’s knowledge, does not infringe the rights of any party.
3. Software Deliverables (e.g. websites and web applications) are guaranteed against software bugs, typos, display issues, and other issues preventing the work from functioning as intended, for a period of three (3) months from the date of the final invoice. This guarantee does not include failures caused by software updates, changes to legal and/or regulatory requirements, errors caused by the user, damages caused by security breaches, a failure to perform in a way in which it was not intended to, or a failure to achieve business objectives, performance targets, or other expectations.

12. Indemnification

12.1. By Client.

The Client agrees to indemnify, save, and hold harmless the Agency from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party resulting from any breach of the Client’s responsibilities, obligations, representations, or warranties under this Agreement.

The Agency shall:

1. Promptly notify the Client in writing of any such claim or suit;
2. Allow the Client to have sole control of the defence and all related settlement negotiations; and
3. Provide the Client with reasonable assistance, information, and authority necessary to fulfil the Client’s obligations under this section.

The Client will reimburse the reasonable out-of-pocket expenses incurred by the Agency in providing such assistance.

12.2. By Agency.

Subject to the terms, conditions, express representations, and warranties set forth in this Agreement, the Agency agrees to indemnify, save, and hold harmless the Client from any and all damages, liabilities, costs, losses, or expenses arising out of any breach of the Agency’s representations and warranties made herein, except when such claims arise directly as a result of gross negligence or misconduct by the Client.

The Client shall:

1. Promptly notify the Agency in writing of the claim;
2. Allow the Agency to have sole control of the defence and all related settlement negotiations; and
3. Provide the Agency with the assistance, information, and authority necessary to perform the Agency’s obligations under this section.

The Agency is not obligated to defend or indemnify the Client for any claim arising from Client Content, unauthorized content, improper or illegal use, or failure to update or maintain any Deliverables provided by the Agency.

12.3. Settlement Approval.

The indemnifying party may not enter into any settlement agreement without the indemnified party’s written consent.

13. Limitation of Liability

In all circumstances, the maximum liability of the Agency, its directors, officers, employees, and partners to the Client for damages of any kind, and the Client’s maximum remedy, shall be limited to the total Project Fees and any Additional Fees in relation to the applicable Project Order. In no event shall the Agency be liable for any lost data, lost profits, business interruption, or any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or related to the materials or services provided, even if the Agency has been advised of the possibility of such damages.

14. Disclaimer

The services and work product provided by the Agency are sold “as is.” Except for those warranties explicitly set forth in Section 9, the Agency makes no warranties, whether written, oral, express, or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement, to the extent permitted by applicable law.

15. Term

This Agreement shall commence upon the Effective Date and shall remain effective until terminated in accordance with this Agreement.

16. Termination

16.1. Termination.

This Agreement may be terminated for convenience at any time by either party upon providing two (2) weeks written notice to the other party. This Agreement may be terminated effective immediately by the mutual agreement of the parties. This Agreement may also be terminated for cause effective immediately (without notice) if any party:

1. becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
2. breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.

16.2. In the event of termination, the Agency shall be compensated for the Services provided up to the date of termination, in the amount of:

1. any advance payments or deposits due,
2. hourly Fees incurred for work, or the portion of work, performed by the Agency up to the date of termination including any Additional Fees,
3. and, in the case of Project Orders specifying a minimum term commitment, a termination fee equal to the average of two (2) months of the Services identified in the Project Order.

16.3. In the event of termination by the Client, other than a termination for cause, the Client waives the right to any discounts offered. Furthermore, the Client shall not have rights to use Deliverables, including Preliminary Works and Final Deliverables, except upon written consent from the Agency provided after such termination.

16.4. In the event of termination by the Agency or a termination for cause by the Client, and upon full payment of compensation due up to the date of termination as provided herein, the Agency grants to the Client such right and title as provided for in this Agreement with respect to those Deliverables provided to, and accepted by the Client as of the date of termination.

16.5. Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

17. General Terms

17.1. Modification/Waiver.

This Agreement may be modified by the parties. Any modification of this Agreement must be in writing. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

17.2. No Assignment.

Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party except that this Agreement may be transferred or sold as part of a transfer or sale of the assigning party’s entire business.

17.3. Force Majeure.

The Agency shall not be deemed in breach of this Agreement if the Agency is unable to complete the Services or any portion thereof by reason of fire, earthquake, flood, hurricane, or other severe weather, labor dispute, act of war, terrorism, riot or other severe civil disturbance, death, illness or incapacity of the Agency or any local, provincial, federal, national or international law, governmental order or regulation or any other event beyond the Agency’s control (collectively, “Force Majeure Event”). Upon the occurrence of any Force Majeure Event, the Agency shall give notice to the Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services. If the parties are unable to agree to a revised schedule for completion of the Services, the agreement may be terminated upon full payment to the Agency of all compensation due under this Agreement up to the date of termination, and the Agency shall grant to the Client such right and title as provided for in this Agreement with respect to those Deliverables provided to, and accepted by the Client as of the date of termination.

17.4. Severability.

In the event that any provision of this agreement is found to be void, invalid, illegal or unenforceable by a court of competent jurisdiction, such finding will not affect any other provision of this agreement. If any provision of this agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

17.5. Independent Legal Advice.

The Client agrees that they have read, understood, and agreed with all provisions of this agreement and hereby acknowledges that they have had the opportunity to obtain independent legal advice with respect to it.