Master Services Agreement

1. Agreement

1. Purpose. This Master Services Agreement (“MSA”) sets out the terms for Services provided by Twirling Umbrellas Ltd. It applies to Orders that identify or incorporate this MSA before acceptance.
2. Parties. In this MSA, “Twirling Umbrellas,” “Agency,” “we,” “us,” and “our” mean Twirling Umbrellas Ltd., located at Kelowna Innovation Centre, 201-460 Doyle Avenue, Kelowna, BC V1Y 0C2. “Client,” “you,” and “your” mean the person or organization that accepts, approves, requests, receives, or pays for Services that are subject to this MSA.
3. Orders. An “Order” is a proposal, statement of work, estimate, ticket, support request, or other written authorisation for Services accepted by both Parties. It may cover Project Services, Managed Services, On-Demand Services, or a combination.
4. Acceptance. Acceptance is described in Section 17. Providing access or receiving an unsolicited service does not, by itself, constitute acceptance.
5. Effective Date. For each Order, this MSA becomes effective on the earliest date that you accept the applicable Order or otherwise accept Services that are subject to this MSA.
6. Services Covered. This MSA applies to all Services we provide to you under an applicable Order, including project-based work (“Project Services”), ongoing or recurring managed services (“Managed Services”), and ad hoc or hourly work (“On-Demand Services”).
7. Order of Documents. The applicable Order and this MSA form the Agreement. Section 16.12 sets out their order of precedence.
8. Client Purchase Orders and Procurement Terms. Purchase orders and procurement documents serve administrative purposes. Additional terms apply only when accepted in writing by both Parties.
9. Updates to This MSA. Changes to this MSA are governed by Section 16.1. Posting an update does not automatically change an active Project Order.
10. Separate Written Agreements. A separate written agreement expressly overriding this MSA governs the identified Services to the extent of any conflict.

2. Definitions

The following terms are used throughout this MSA and have the meanings set out below. Capitalized terms have the same meaning whether used in the singular or plural.

1. Agreement means, for any applicable Services, this MSA together with the applicable Order, any approved Change Orders, and any schedules, addenda, or supplemental terms expressly incorporated by reference, including any applicable data processing addendum.
2. Approval means any written or electronic approval, authorization, confirmation, instruction, acceptance, or direction provided by Client or an Authorized Representative, including by signature, email, proposal acceptance, project-management system, ticketing system, online form, or other written or electronic communication.
3. Agency Tools means our pre-existing or independently developed reusable tools, code, libraries, frameworks, templates, methods, and know-how, including improvements of general application. Agency Tools exclude Client Content and client-specific outputs assigned under Section 11.2. Applicable open-source rights are preserved.
4. Authorized Representative means a person Client authorises to request work, approve costs, or give instructions on its behalf. We may reasonably rely on authority indicated by Client, subject to any limits Client has communicated. System access alone does not authorise spending or contractual changes.
5. Backups means copies of files, databases, content, configurations, or data created to assist with restoration, continuity, or data recovery.
6. Business Day means any day other than a Saturday, Sunday, or statutory holiday in British Columbia.
7. Change Order means a change to an existing Order approved in writing by both Parties, including its scope, fees, Deliverables, or schedule.
8. Client Content means all materials, information, data, copy, text, images, photography, graphics, video, audio, documents, brand assets, logos, trademarks, account information, instructions, feedback, and other content provided, approved, or made available by or on behalf of Client for use in connection with the Services or Deliverables.
9. Client Data means any data, records, files, content, personal information, submissions, form entries, user information, analytics data, account information, or other information provided by or on behalf of Client, or collected, stored, processed, transmitted, or hosted through the Services or Deliverables.
10. Confidential Information means any non-public information disclosed by one Party to the other that is identified as confidential or that a reasonable person would understand to be confidential based on the nature of the information or the circumstances of disclosure. Confidential Information may include business plans, strategies, pricing, proposals, technical information, credentials, security information, customer or member data, Client Data, financial information, procurement information, unpublished materials, and other sensitive business or technical information.
11. Deliverables means the outputs to be provided under an Order, including client-specific fixes, code, and configurations delivered through Managed Services or On-Demand Services. Agency Tools, Third-Party Materials, and Working Files remain subject to Section 11.
12. Effective Date means the date Client accepts the applicable Order in accordance with Section 17.
13. Final Deliverables means Deliverables provided in their completed form, including completed task outputs under any Order. Acceptance and ownership are governed by Sections 3 and 11, as applicable.
14. Intellectual Property Rights means all intellectual property and proprietary rights, whether registered or unregistered, including copyrights, moral rights, trademarks, trade names, goodwill, industrial designs, patents, trade secrets, rights in confidential information, database rights, domain name rights, and all similar rights recognized under applicable law.
15. Managed Services means ongoing or recurring services provided by Twirling Umbrellas to support, maintain, manage, improve, host, administer, monitor, or operate Client’s digital presence, systems, platforms, campaigns, or related technology. Managed Services may include web hosting, support and maintenance, WebOps, domain management, digital advertising management, productivity software administration, technical support, analytics support, SEO support, cloud-platform administration, or other recurring services described in an Order.
16. MSA means this Master Services Agreement, as amended or updated from time to time in accordance with the “Changes to this MSA” section.
17. On-Demand Services means ad hoc, one-time, hourly, or time-based services provided at Client’s request outside the defined scope of a Project Order or Managed Services plan, or in addition to an existing Order. On-Demand Services may include minor updates, troubleshooting, consultation, configuration, technical assistance, or other stand-alone tasks.
18. Order means a written authorisation for Services accepted by both Parties that identifies or incorporates this MSA before acceptance, as described in Section 1.3.
19. Personal Information means information about an identifiable individual or information that is treated as personal information, personal data, or a similar term under applicable privacy or data protection laws.
20. Project Order means an Order that authorizes Project Services. A Project Order may be a proposal accepted by Client, a statement of work, an estimate, a signed authorization, or another written or electronic document that describes the scope, Deliverables, timeline, fees, assumptions, or other project-specific terms for Project Services.
21. Project Services means defined, time-limited services provided to plan, design, develop, configure, migrate, test, launch, or deliver specific Deliverables within an agreed scope, schedule, and budget.
22. Revisions means reasonable changes or refinements to Deliverables requested by Client during an applicable review period, provided those changes remain within the approved scope, direction, and assumptions of the applicable Order. Revisions do not include new concepts, new features, changes in direction, new requirements, or requests that materially change the approved scope.
23. Service Order means an Order that authorizes Managed Services. A Service Order may describe the scope, term, fees, billing cycle, service levels, inclusions, exclusions, cancellation terms, or other managed-service details.
24. Services means all professional, creative, strategic, technical, development, implementation, support, managed, consulting, hosting, administration, advertising-management, and related services provided by Twirling Umbrellas under an applicable Order, including Project Services, Managed Services, and On-Demand Services.
25. Scope of Work means the description of Services, Deliverables, assumptions, inclusions, exclusions, responsibilities, milestones, timelines, fees, or other work details set out in an applicable Order.
26. Third-Party Materials means any stock imagery, fonts, icons, software, plugins, themes, libraries, frameworks, code, APIs, content, datasets, documentation, media, or other materials owned, licensed, provided, or controlled by a third party.
27. Third-Party Services means any software, platform, infrastructure, hosting environment, API, SaaS product, payment processor, advertising platform, analytics tool, productivity platform, plugin, licence, account, marketplace service, or other product or service provided by an independent third party and used, integrated, provisioned, administered, resold, recommended, or made available in connection with the Services or Deliverables.
28. Third-Party Terms means the terms, policies, licences, service descriptions, acceptable-use rules, data processing terms, privacy terms, platform rules, pricing terms, and other requirements established by third-party providers for Third-Party Materials or Third-Party Services.
29. Working Files means drafts, rejected concepts, internal notes, unpublished experiments, and internal development or administrative systems used in delivery. Working Files exclude completed client-specific outputs and files reasonably needed to operate and maintain paid software under Section 11.7.
30. Written or In Writing means a communication or record in physical or electronic form that can be retained and retrieved, including signed documents, electronic signatures, email, proposal platforms, project-management systems, ticketing systems, online forms, and other written or electronic communications.

3. Project Services

1. Scope. Project Services are defined, time-limited engagements undertaken to plan, design, develop, configure, migrate, test, launch, or deliver specific Deliverables under an applicable Project Order. Each Project Order sets out the project-specific scope, Deliverables, assumptions, exclusions, timelines, fees, payment schedule, and any special terms that apply to that engagement.
2. Project Order Controls Project Details. We are responsible for providing the Project Services and Deliverables expressly described in the applicable Project Order. Any services, deliverables, features, integrations, content work, compliance work, migration work, testing, documentation, training, third-party costs, or other items not expressly included in the Project Order are excluded unless approved through a Change Order or another Order. Additional work and costs require Client’s written approval before we proceed.
3. Reviews and Approvals. You will have an opportunity to review Deliverables at the review points identified in the applicable Project Order, or otherwise when we provide Deliverables for review. You agree to provide timely, clear, and consolidated feedback in the manner and format reasonably requested by us. Approval of a Deliverable, phase, design direction, technical direction, content structure, or other project item confirms your acceptance of that item and authorizes us to proceed with the next phase or related work. Approval does not waive the Project Warranty or covered defects that could not reasonably be identified during review.
4. Review Periods. Unless the Order states otherwise, Client has ten (10) Business Days to provide feedback or identify material non-conformity after receiving a Deliverable for review. We will send a reminder before treating silence as approval. Acceptance does not waive the Project Warranty or rights concerning defects that could not reasonably be identified during review.
5. Revisions. Unless the Order states otherwise, each Deliverable includes two (2) rounds of refinements within the approved scope and direction. New concepts, features, or changes to an approved direction require separate approval. Corrections of our material non-conformity do not count as revision rounds. Revisions refine the approved version. Changes to strategy, approved architecture, templates, integrations, or content volume may require a Change Order.
6. Out-of-Scope Requests. Requests that are outside the approved scope, inconsistent with approved direction, or based on new requirements, new information, changed priorities, or changed assumptions may require a Change Order, a new Order, or time-and-materials billing. We are not required to begin out-of-scope work unless it has been approved by an Authorized Representative.
7. Change Orders. A Change Order records changes to scope, fees, Deliverables, or timing and requires both Parties’ written approval. If Client expressly authorises work before a final estimate, we will confirm the applicable hourly rate and any spending limit before beginning.
8. Acceptance. A Deliverable is accepted when Client approves it, intentionally puts it into production, authorises the next phase based on it, or completes the review process in Section 3.4 without identifying material non-conformity. Paying a deposit or advance invoice does not accept undelivered work. Acceptance does not remove our obligation to correct covered defects.
9. Material Issues. A material issue is a reproducible failure to meet the Project Order. Preference changes, new requirements, and issues caused by matters outside our scope are not material non-conformities. Using a third-party component does not excuse a failure caused by our own work.
10. Timelines and Dependencies. We will use reasonable efforts to meet the Order’s schedule. Client or third-party delays may require a reasonable schedule adjustment. Additional fees require approval under Section 6.9. Typical dependencies include content, stakeholder feedback, access, procurement approvals, third-party cooperation, and changes in requirements.
11. Dormancy. After thirty (30) days of inactivity caused by missing Client input, we may pause the Project on written notice and invoice completed work. Restart timing depends on availability. Any additional restart work or cost must be explained and approved before it is incurred.
12. Standards and Compliance. We will perform Project Services professionally and with reasonable care. Client will identify its specific compliance requirements for inclusion in the Order. Legal advice, formal audits, and compliance certification are excluded unless expressly included. This does not reduce our own obligations under applicable law. Excluded specialist services include penetration testing, formal accessibility or security audits, compliance certification, and legal or records-management advice unless expressly included in the Order.
13. Accessibility. Where the Order identifies an accessibility standard, we will develop the relevant Deliverables to materially conform to it within our scope at delivery. Otherwise, we will apply reasonable accessibility practices for public websites. Client remains responsible for the accessibility of content it supplies and changes it makes. Accessibility also depends on Client Content, PDFs, documents, media, and external tools. Client is responsible for making its supplied content accessible; we remain responsible for the accessibility work included in our scope.
14. Privacy and Data Protection. We will implement the privacy features included in the Order. Client determines its required notices, consents, and data-governance requirements. Processing Personal Information on Client’s behalf is governed by the automatically applicable DPA described in Section 10.6. Privacy features may include cookie and consent tools, policy links, form notices, analytics configuration, and data-flow support, as identified in the Order.
15. Security. We will use generally accepted secure development practices appropriate to the scope and risks. Formal security testing, certification, and ongoing monitoring are included only when stated in the Order. Each Party remains responsible for security within its control and its obligations under applicable law. Formal vulnerability assessment, penetration testing, certification, incident response, and ongoing monitoring must be included in the Order. Client manages its users, administrator access, passwords, and safeguards for systems it controls.
16. Search, Performance, and Discovery. We will provide the search, performance, and discoverability work included in the Order. We do not guarantee rankings, traffic, conversions, platform inclusion, or scores unless the Order expressly provides a measurable commitment. In-scope technical work may include semantic markup, metadata, redirects, indexability, page performance, analytics, and related configuration. Search and discovery platforms change independently of us.
17. Launch and Completion. A Project is complete when the final Deliverables are ready for their intended use and delivered for final review, launched, or accepted. A Client-delayed launch does not postpone payment for completed work. Any remaining in-scope work must still be completed, and additional work requires approval.
18. Project Warranty. For ninety (90) days after final delivery of completed software ready for its intended use, we will correct reproducible material defects that fail to conform to the Project Order, at no additional charge. We may provide a reasonable workaround. If we cannot reasonably correct a material defect, Client may terminate the affected work and receive a refund of the fees paid for that unusable portion. The warranty excludes new requirements, unsupported environments, and problems caused by Client changes or independent third-party failures. It covers defects caused by our own implementation or configuration, including work involving third-party components. The original warranty period is not extended by a correction.

4. Managed Services

1. Scope. Managed Services are ongoing or recurring services provided by Twirling Umbrellas to support, maintain, manage, improve, host, administer, monitor, or operate Client’s digital presence, systems, platforms, campaigns, or related technology. Managed Services are provided only to the extent expressly described in an applicable Service Order, Project Order, renewal, approved request, or other Order.
2. Service Orders. Each Service Order may describe the applicable scope, term, fees, billing cycle, included services, exclusions, service levels, support channels, response targets, cancellation terms, third-party costs, licence requirements, and any special terms that apply to the Managed Services. If a service, feature, platform, licence, support level, response time, deliverable, or activity is not expressly included in the applicable Order, it is excluded unless approved through a Change Order, On-Demand Services request, or another Order.
3. Service Plans and Changes. We may update delivery tools and processes while maintaining the contracted core Services. A material reduction in scope or service levels requires Client’s written approval. Recurring fee changes require at least thirty (30) days’ advance notice and a right to cancel before the change takes effect without an agency cancellation fee. Client-approved unavoidable third-party commitments remain subject to Section 15.5.
4. Client Responsibilities. Managed Services depend on Client’s cooperation and timely action. You are responsible for:
   • providing and maintaining accurate account, billing, administrative, technical, DNS, registrar, hosting, advertising, analytics, and platform information;
   • providing timely access, approvals, content, credentials, decisions, and instructions;
   • maintaining appropriate internal records, copies, archives, and backups of important content, data, files, licences, credentials, and business records;
   • ensuring that Client Content, Client Data, instructions, and use of the Managed Services comply with applicable laws, Third-Party Terms, policies, and rights of others;
   • maintaining secure passwords, multi-factor authentication, appropriate user permissions, and internal access controls;
   • promptly notifying us of suspected security issues, outages, errors, unauthorized access, account changes, billing issues, or other material concerns; and
   • paying all applicable fees, usage charges, third-party charges, advertising spend, renewal fees, taxes, and overages.
   Client’s responsibilities do not replace our own contracted backup, maintenance, or security duties.
5. Hosting and Infrastructure. If hosting or infrastructure management is included in an applicable Order, we will use commercially reasonable efforts to provide or coordinate hosting services through our own systems or Third-Party Services. Hosting may depend on third-party infrastructure, networks, content delivery systems, DNS providers, security tools, software, plugins, APIs, and other systems outside our control. Unless a specific service level agreement is stated in the applicable Service Order, we do not guarantee uninterrupted availability, uptime, page speed, server response time, storage capacity, traffic capacity, bot filtering, email deliverability, search performance, or error-free operation. Temporary interruptions may occur for maintenance, upgrades, security work, resource constraints, third-party outages, traffic spikes, malicious activity, DNS issues, software updates, provider changes, or other operational reasons. We remain responsible for our own hosting configuration and administration, and will use reasonable efforts to communicate material interruptions and resolve issues within our scope.
6. Resource Usage, Overages, and Abuse. We will identify included resource limits and any known overage rates. Additional costs or plan changes require approval, unless already authorised in the Order. We may take proportionate urgent measures to protect systems from abuse or a material security threat, with prompt notice.
7. Support and Maintenance. If support and maintenance are included in an applicable Order, we will provide the support and maintenance services described in that Order. These may include activities such as applying software updates, reviewing technical issues, monitoring selected functionality, confirming forms or tracking, running scans, reviewing logs, coordinating plugin licences, troubleshooting, and providing technical support. Support and maintenance do not include new features, redesigns, content updates, copywriting, new templates, new integrations, code refactoring, modernization of legacy code, accessibility remediation, privacy compliance work, security audits, performance projects, SEO projects, analytics strategy, or other work outside the applicable Order unless approved separately. Additional charges require approval under Section 6.9; correction of our own breach is not separately billable.
8. Updates and Compatibility. We will apply updates included in the Order with reasonable care. Compatibility issues may require additional approved work, except where correction is required because we breached our obligations. Updates can affect visual presentation, functionality, plugins, themes, integrations, and existing code. We will explain material compatibility issues and the proposed resolution.
9. WebOps and Continuous Improvement. If WebOps or continuous improvement services are included in an applicable Order, we will provide ongoing strategic, creative, technical, content, design, development, analytics, SEO, performance, or consulting support as described in that Order. WebOps work is typically planned and prioritized collaboratively based on available budget, strategic priorities, analytics, technical needs, and team availability. Unless otherwise stated in the applicable Order, unused monthly allocations, retainer hours, or included hours roll over to subsequent billing periods and are non-refundable. This does not limit refund rights under Sections 14 and 15.9, including refunds of prepaid agency fees for future service periods. WebOps does not guarantee specific traffic, ranking, conversion, accessibility, performance, revenue, engagement, or business results.
10. Digital Advertising. We will provide the advertising management described in the Order. Client approves campaign budgets and remains responsible for its claims, offers, landing-page content, and advertising compliance. Advertising spend is separate from our management fees unless stated otherwise. Platform approval, leads, sales, and return on spend are not guaranteed.
11. Productivity Software and Resold Licences. Resold software and subscriptions are governed by the provider’s terms. We will disclose the applicable pricing and commitment before purchase. Provider changes and renewal costs are handled under Sections 6.8 and 14.5.
12. Domain Name Registration and DNS. Domains registered for Client belong to Client. We will administer registrations, renewals, and DNS included in the Order with reasonable care. Client will maintain accurate contact information and pay the applicable provider fees. Registrar rules and propagation delays apply. Client-owned domain access and transfer are governed by Section 15.11; an unrelated billing dispute does not give us ownership of a domain. Client will maintain accurate ownership, administrative, and recovery information and pay approved registration, renewal, or redemption fees. Registrar and registry rules, propagation periods, and transfer checks apply.
13. APIs, Integrations, and External Platforms. External platforms and integrations are governed by their provider terms. We remain responsible for our own contracted implementation and administration. Adaptation to independent provider changes may require additional approved work. These integrations can include APIs, CRMs, membership systems, payment processors, analytics, identity providers, embedded tools, and external content feeds.
14. Backups and Data Recovery. If backup or restoration support is included in an applicable Order, we will use commercially reasonable efforts to maintain or coordinate backup tools and assist with restoration where appropriate. No backup system is perfect, and backups may be incomplete, corrupted, outdated, unavailable, incompatible, or affected by the same issue that caused the interruption or data loss. Backups are not a substitute for your own independent copies, archives, records, source documents, media files, licences, credentials, exports, accounting records, legal records, compliance records, or other critical information. Unless expressly stated in an applicable Order, we do not guarantee backup frequency, retention period, restoration time, restoration point, data integrity, full recovery, or continuous availability. We remain responsible for performing the backup and restoration obligations included in the Order with reasonable care.
15. Security. If security-related Managed Services are included in an applicable Order, we will provide the security-related services described in that Order. These may include selected updates, scans, monitoring, firewall configuration, access recommendations, log review, or other technical safeguards. Unless expressly stated in an applicable Order, Managed Services do not include managed security services, penetration testing, vulnerability assessments, incident response, forensic investigation, compliance certification, security audits, 24/7 monitoring, or guaranteed prevention of unauthorized access, malware, data loss, spam, phishing, denial-of-service attacks, or other security incidents. Security also depends on your users, passwords, multi-factor authentication, access controls, account management, internal policies, third-party services, hosting configuration, software updates, content practices, and administrative decisions. Baseline security duties required by law continue to apply, independently of any purchased security service.
16. Support Channels and Response Times. We will provide support through the channels identified in the applicable Order or otherwise made available by us. Unless a specific service level agreement is included in the applicable Order, we do not guarantee specific response times, resolution times, availability windows, after-hours coverage, or emergency support. We may prioritize requests based on severity, business impact, security risk, client commitments, team availability, dependencies, and other reasonable factors. Requests requiring expedited turnaround, after-hours work, weekend work, or priority handling may be subject to rush rates or separate approval. Rush rates or other additional charges require advance approval.
17. Exclusions. Unless expressly included in an applicable Order, Managed Services do not include:
    • new features, redesigns, new templates, new integrations, or major enhancements;
    • content writing, content entry, content migration, media production, or document remediation;
    • accessibility audits, legal compliance reviews, privacy impact assessments, security audits, penetration tests, or formal certification work;
    • modernization, refactoring, rebuilding, or replacement of legacy code, plugins, integrations, themes, or systems;
    • troubleshooting caused by Client changes, third-party changes, unsupported software, unmanaged plugins, unmanaged hosting, or unauthorized modifications;
    • account recovery, domain recovery, platform reinstatement, or remediation caused by unpaid fees, expired services, lost credentials, policy violations, or provider suspension;
    • public relations, crisis management, community engagement, or social media moderation;
    • guaranteed search, advertising, performance, accessibility, uptime, conversion, or business outcomes; or
    • any services, tasks, deliverables, platforms, or responsibilities not included in the applicable Order.
    These exclusions do not excuse defects caused by our own breach. Additional work and charges require approval.
18. Limitations. We will perform Managed Services in a professional and workmanlike manner consistent with reasonable industry standards for the services expressly included in the applicable Order. Managed Services may depend on Third-Party Services, Client Content, Client Data, existing codebases, prior implementation decisions, plugins, integrations, hosting environments, user behaviour, credentials, and other factors outside our control. We do not guarantee uninterrupted operation, error-free performance, continuous security, compatibility with all third-party systems, specific business outcomes, specific search rankings, specific advertising results, or specific performance scores unless expressly stated in the applicable Order. Dependencies do not excuse our own breach of the Agreement.

5. On-Demand Services

1. Scope. On-Demand Services are ad hoc, one-time, hourly, or time-based services provided at Client’s request outside the defined scope of a Project Order or Managed Services plan, or in addition to an existing Order. On-Demand Services may include minor updates, troubleshooting, consultation, configuration, investigation, technical assistance, content updates, plugin or platform support, bug review, accessibility review, analytics support, hosting support, or other stand-alone tasks.
2. Authorization. An Authorized Representative may approve a task in writing through the Parties’ usual communication channels. We will confirm the billing basis before starting if it has not already been provided.
3. Acceptance by Conduct. Acceptance follows Section 17; a request must identify this MSA as applying before Client accepts it.
4. No Obligation to Accept Requests. We may accept, decline, defer, prioritize, limit, or reclassify On-Demand Services requests at our discretion. We may require a Project Order, Service Order, Change Order, deposit, retainer, estimate approval, or separate authorization before beginning work where a request is complex, high-risk, time-sensitive, unclear, dependent on third parties, or larger than a typical ad hoc task.
5. Scheduling and Response. We will use commercially reasonable efforts to respond to and schedule On-Demand Services in a practical manner, based on urgency, risk, team availability, existing commitments, dependencies, and the nature of the request. Unless expressly stated in an applicable Order, On-Demand Services are not subject to guaranteed response times, resolution times, availability windows, service levels, after-hours coverage, or emergency support obligations.
6. Time-and-Materials Billing. Unless otherwise agreed in writing, On-Demand Services are billed on a time-and-materials basis at our then-current standard hourly rates, plus applicable taxes, expenses, third-party costs, and disbursements. Billable time may include investigation, planning, communication, meetings, project management, coordination, implementation, testing, deployment, documentation, troubleshooting, and related administrative or technical work reasonably required to complete or support the request. The applicable rate and billing basis will be disclosed before approval of the task.
7. Estimates. Estimates and spending limits are governed by Section 6.9.
8. Rush and After-Hours Work. Rush and after-hours arrangements require approval under Section 6.6.
9. Client Responsibilities. Client is responsible for providing timely access, credentials, approvals, instructions, content, context, technical information, administrative permissions, and third-party cooperation needed for us to perform On-Demand Services. Delays, missing information, unclear instructions, lack of access, third-party issues, or changes in direction may increase fees or delay completion. Any additional charges require approval under Section 6.9.
10. Existing Systems and Third-Party Dependencies. We are not responsible for correcting pre-existing problems or independent provider failures outside the task’s scope. We remain responsible for the care and quality of our own work. This can include legacy code, unsupported software, missing access, expired licences, account suspensions, or provider changes. Work to address those conditions requires an approved scope and budget.
11. Live-Site Work. Client acknowledges that On-Demand Services may involve changes to live websites, production systems, third-party platforms, DNS, hosting settings, analytics, advertising accounts, forms, integrations, or other active systems. We will use reasonable care when performing live-site work, but changes may cause unexpected effects, interruptions, compatibility issues, caching issues, tracking changes, display issues, email issues, search impacts, or other operational consequences. Additional work to investigate, reverse, repair, or adjust such issues may be billed as On-Demand Services unless caused by our breach of this MSA.
12. Scope Growth. If a task expands materially, we will pause the additional work, explain the change, and obtain approval of revised scope and costs. Broader discovery, new features, multiple stakeholders, or material technical risk may require a Project Order or revised estimate.
13. Deliverables. Completed fixes, code, configurations, and other client-specific outputs receive the ownership and licence rights in Section 11. Formal reports, training, and separate acceptance testing are included only when stated in the Order.
14. Limitations. On-Demand Services are intended for specific tasks and do not create an ongoing support, maintenance, monitoring, hosting, security, warranty, service-level, or managed-service obligation. Any subsequent work, enhancements, refinements, fixes, support, monitoring, maintenance, or related requests will be treated as new On-Demand Services unless covered by an applicable Project Order, Service Order, Change Order, or Managed Services plan.
15. Standard of Performance. We will perform tasks professionally and with reasonable care. The ninety-day Project Warranty applies only if the Order includes it; this does not excuse defective performance of the task.

6. Fees

1. Fees. Client will pay the fees, expenses, third-party costs, taxes, and other charges set out in the applicable Order, together with any other Services requested, approved, or authorized by Client under this MSA. All fees are in Canadian dollars (CAD) unless the applicable Order states otherwise.
2. Taxes. Fees are exclusive of applicable taxes unless expressly stated otherwise. Client is responsible for all applicable taxes, including GST, HST, PST, and other sales, use, value-added, withholding, or similar taxes, duties, or charges. If Client is exempt from any tax, Client must provide valid exemption documentation before the applicable invoice is issued.
3. Fixed Fees. If an Order states that Services are provided for a fixed fee, that fixed fee applies only to the scope, assumptions, Deliverables, timeline, responsibilities, and exclusions described in that Order. Any work outside that approved scope may require a Change Order, a new Order, or time-and-materials billing.
4. Time-and-Materials Fees. Unless otherwise agreed in writing, On-Demand Services, out-of-scope work, troubleshooting, consultation, investigation, third-party coordination, and other time-based work will be billed on a time-and-materials basis at the hourly rates disclosed and approved for the applicable work. Billable time may include planning, research, meetings, communication, project management, implementation, testing, deployment, documentation, troubleshooting, and related administrative or technical work reasonably required to perform the Services.
5. Hourly Rates. We will disclose hourly rates before accepting work. Changes to rates for continuing Services require at least thirty (30) days’ written notice and apply prospectively. Approved fixed fees and task estimates remain at their approved rates unless Client accepts a change.
6. Rush Work. Rush or after-hours work requires advance approval. Unless stated otherwise in that approval, the rate is 1.5 times the disclosed standard hourly rate. We may decline requests we cannot reasonably accommodate.
7. Expenses and Disbursements. Unless otherwise stated in an applicable Order, our fees include ordinary internal expenses incurred at our discretion in performing the Services. External expenses, disbursements, and production costs may be billed separately. These may include photography, videography, illustration, copywriting, translation, printing, travel, stock imagery, fonts, artwork licences, plugin licences, software subscriptions, API fees, hosting fees, domain fees, advertising spend, courier fees, third-party contractors, and other third-party or production costs. Separately billed costs must be authorised in the Order or approved before they are incurred.
8. Third-Party Costs. Client pays third-party costs it approves or expressly authorises in the Order. We will disclose known commitment, renewal, cancellation, and overage terms before purchase. Provider increases will be communicated promptly. We will seek approval before new or increased commitments unless already authorised; if a necessary provider increase is declined, we will discuss an alternative or orderly termination of the affected service.
9. Estimates. An estimate is a good-faith forecast unless expressly stated as a fixed fee. We will obtain written approval before exceeding an estimated total or authorised spending cap, or undertaking a material scope change. If Client expressly authorises investigation without an estimate, we will confirm the rate and any spending limit. Emergency work beyond a limit requires approval unless Client has expressly authorised a separate emergency allowance.
10. Deposits and Retainers. Unless the Order states otherwise, a project requires a fifty percent (50%) advance deposit, credited against its fees. The deposit is not automatically forfeited on cancellation. We will account for completed work and approved unavoidable commitments under Section 15.9 and refund the unused balance. Refunds within the Clutch Guarantee Period follow Section 14.
11. Payment Schedule. The Order sets the payment schedule. Otherwise, project fees are fifty percent (50%) in advance and the balance on completion under Section 3.17. Managed Services are billed in advance for each billing period, and On-Demand Services on completion or at reasonable intervals.
12. Milestone Billing and Client Delays. We may invoice a completed milestone or phase even if Client delays a later launch. Client delays do not make unfinished work billable as completed; work performed is accounted for under the Order and Section 15.9.
13. Invoices. Invoices are due thirty (30) days after their date unless the Order states otherwise. Undisputed amounts remain payable while a dispute is resolved.
14. Invoice Disputes. Client should raise invoice concerns promptly, with the amount and reason for the dispute. We will work in good faith to resolve them. A good-faith disputed amount may be withheld during resolution, while undisputed amounts are paid when due. Silence does not waive a genuine billing error.
15. Late Payments. Undisputed overdue amounts accrue interest at two percent (2%) per month, compounded monthly, equivalent to an effective annual rate of approximately 26.8242%, calculated as (1.02¹² − 1) × 100%, or the maximum lawful rate, whichever is lower. Interest is not charged on a good-faith disputed amount while the dispute is being resolved. Reasonable documented collection costs may be recovered to the extent permitted by law.
16. Suspension for Non-Payment. For undisputed overdue amounts, we may suspend affected Services after written notice and ten (10) Business Days to remedy non-payment. Any suspension must be proportionate. Client-owned accounts, domains, content, and data remain subject to the access and handover protections in Section 15.11. Urgent security or legal action is governed by Section 15.7.
17. Effect of Suspension. A properly notified suspension may affect timelines and availability. We will take reasonable steps to avoid unnecessary harm. This does not exclude responsibility for our own breach or remove Client’s rights to its property.
18. Payment as Condition of Transfer. Ownership transfer of our newly created outputs depends on payment for those outputs under Section 11.3. Client’s pre-existing property, accounts, domains, and data are not security for unrelated fees.
19. Continuing Payment Obligations. Cancellation or suspension does not erase amounts properly incurred. Charges and refunds on termination are governed by Section 15.9 and, for covered engagements, Section 14.
20. Purchase Orders. Administrative purchase-order terms are governed by Section 1.8.

7. Responsibilities

1. Our Responsibilities. We will perform the Services described in each applicable Order in a professional and workmanlike manner consistent with reasonable industry standards for the type of Services provided. We will use commercially reasonable efforts to communicate clearly, manage the work responsibly, identify material issues that may affect quality, scope, timing, or budget, and collaborate with Client on reasonable solutions where project conditions change.
2. Professional Judgment. Client acknowledges that digital strategy, design, development, hosting, support, maintenance, advertising, accessibility, performance, privacy implementation, security implementation, and related work often require professional judgment, technical trade-offs, and practical decisions. We may select, recommend, change, or adjust tools, methods, frameworks, libraries, plugins, hosting approaches, development practices, workflows, or implementation details where we reasonably believe doing so will support the Services, improve quality, reduce risk, increase efficiency, or respond to changing technical conditions.
3. Changes Affecting Scope, Fees, or Timeline. Material changes to scope, fees, Deliverables, or timing require discussion and written approval before the additional work proceeds.
4. Client Responsibilities. Successful delivery of the Services depends on Client’s active participation, timely decisions, and accurate information. Client is responsible for:
   • providing timely access, credentials, content, files, data, information, approvals, feedback, decisions, instructions, and other materials reasonably required for the Services;
   • ensuring that Client Content, Client Data, instructions, materials, and approvals are accurate, complete, current, lawful, and appropriate for use;
   • coordinating Client’s internal stakeholders, leadership, board members, committees, procurement teams, legal advisers, IT teams, communications teams, subject-matter experts, and third-party vendors;
   • providing clear, timely, and consolidated feedback during review periods;
   • reviewing Deliverables, invoices, assumptions, timelines, and project communications promptly;
   • identifying legal, regulatory, procurement, accessibility, privacy, security, records management, data residency, industry-specific, organizational, or technical requirements that apply to Client or the Services;
   • obtaining any internal approvals, board approvals, procurement approvals, budget approvals, legal approvals, or third-party approvals required for the Services;
   • maintaining appropriate internal records, copies, archives, backups, credentials, licences, subscriptions, and access controls;
   • paying all fees, expenses, taxes, third-party costs, and other amounts when due; and
   • using the Services and Deliverables in accordance with this MSA, applicable Orders, Third-Party Terms, and applicable law.
5. Client Content and Materials. Client is responsible for all Client Content and Client Data. Client represents that it owns or has obtained all rights, permissions, licences, consents, releases, and approvals required for us to use, copy, modify, display, publish, host, process, transmit, and incorporate Client Content and Client Data in connection with the Services and Deliverables.
6. Legal and Compliance Requirements. Client is responsible for determining which laws, regulations, standards, policies, sector requirements, procurement rules, accessibility requirements, privacy requirements, security requirements, records requirements, archival requirements, and data governance obligations apply to Client, Client Content, Client Data, Client’s users, and Client’s use of the Services and Deliverables. We do not provide legal advice, regulatory advice, privacy law advice, procurement advice, accessibility certification, security certification, or compliance certification unless expressly stated in a separate written agreement. Each Party remains responsible for its own obligations under applicable law.
7. Access, Credentials, and Security. Client is responsible for maintaining secure passwords, multi-factor authentication, administrative access, user permissions, account recovery information, domain records, registrar access, hosting access, advertising accounts, analytics accounts, CRM accounts, third-party platforms, and other systems used in connection with the Services. Client will promptly notify us of any suspected unauthorized access, credential compromise, security issue, domain issue, payment issue, account suspension, or other material concern. We will protect credentials entrusted to us and limit their use to authorised work.
8. Authorized Representatives. Client will identify its Authorized Representatives and any spending or approval limits. We will honour communicated limits and seek confirmation when authority is reasonably uncertain.
9. Third-Party Vendors and Internal Teams. Client is responsible for the acts, omissions, delays, decisions, systems, content, access, credentials, and work of Client’s employees, contractors, consultants, vendors, agencies, IT providers, hosting providers, software providers, procurement teams, legal advisers, and other third parties engaged by or acting on behalf of Client. Delays or issues caused by those parties may affect scope, fees, timelines, launch dates, performance, availability, or Deliverables. Any additional charges require approval under Section 6.9.
10. Existing Systems. Client acknowledges that Services may involve existing websites, platforms, codebases, content, plugins, themes, integrations, hosting environments, domains, DNS records, analytics accounts, advertising accounts, CRMs, AMS systems, third-party tools, or other systems that we did not create, select, configure, or maintain. We are not responsible for pre-existing conditions, legacy issues, undocumented functionality, unsupported software, third-party changes, prior implementation decisions, missing records, missing credentials, or inherited technical debt unless expressly included in the applicable Order. We will flag material issues we identify and remain responsible for our own work.
11. Delays and Impact. Missing Client input may require a pause or reasonable rescheduling. We will notify Client of the impact and obtain approval for additional charges; Section 3.11 governs dormant projects.
12. Accuracy of Information. We may reasonably rely on information Client supplies and will raise material inconsistencies we identify. Client-caused rework requires approval before additional charges are incurred.
13. No Obligation to Verify Client Materials. Unless expressly stated in an applicable Order, we are not responsible for independently verifying the accuracy, legality, accessibility, privacy compliance, security compliance, ownership, permissions, grammar, spelling, factual accuracy, completeness, or suitability of Client Content, Client Data, instructions, policies, documents, legal terms, procurement materials, or other materials provided by Client. This does not excuse errors within our own contracted scope.
14. Cooperation. Each Party will cooperate reasonably and in good faith to support the successful performance of the Services. This includes responding to reasonable requests, identifying issues promptly, and working together to resolve practical problems that arise during the engagement.

8. Relationship of the Parties

1. Independent Contractor. Twirling Umbrellas is an independent contractor. Nothing in this MSA or any Order creates an employment, partnership, joint venture, fiduciary, franchise, agency, or similar relationship between the Parties.
2. Manner of Performance. We determine how to perform the Services, subject to the Order. Client may set requirements, outcomes, and priorities without directing our internal staffing or day-to-day operations.
3. No Authority to Bind. No Party has authority to bind another Party, enter into agreements on another Party’s behalf, incur obligations on another Party’s behalf, make representations on another Party’s behalf, or act as another Party’s agent except as expressly stated in this MSA or an applicable Order.
4. Taxes, Benefits, and Employment Obligations. Each Party is responsible for its own taxes, insurance, employee compensation, contractor payments, statutory remittances, employment standards obligations, workplace policies, benefits, and other obligations relating to its own personnel, contractors, and operations.
5. Subcontractors and Service Providers. We may use subcontractors to assist with delivery and remain responsible for their performance of our obligations. Personal Information processing is also subject to the DPA.
6. Third-Party Services. Independent provider products are governed by their terms. We do not guarantee the provider’s performance, but remain responsible for our own contracted selection, implementation, configuration, and administration.
7. Non-Exclusivity. This MSA is non-exclusive. Client may engage other providers to perform similar or related services. Twirling Umbrellas may provide similar or related services to other clients, including clients in the same or similar industries, provided that Twirling Umbrellas complies with its confidentiality obligations under this MSA.
8. No Restriction on General Skills and Knowledge. We may reuse general skills, methods, and know-how without disclosing Client’s Confidential Information or infringing Client’s rights.
9. No Solicitation. During the Services and for twelve (12) months afterwards, neither Party will knowingly target the other Party’s personnel who materially worked on the engagement for recruitment without consent. This does not prevent general recruitment, unsolicited applications, or recruitment through a pre-existing relationship.
10. Reasonableness. The restriction in Section 8.9 applies to targeted recruitment only. It does not restrict a person’s ability to seek or accept work.

9. Representations and Warranties

1. Mutual Authority. Each Party represents that it has the legal power and authority to enter into this MSA and each applicable Order, to perform its obligations, and to grant the rights and approvals it grants under this MSA and each applicable Order.
2. Authority of Signers and Approvers. Each Party will ensure that its approvers have authority. Reliance on Client’s representatives is subject to Section 7.8.
3. Client Content and Client Data. Client warrants that it has the necessary rights, permissions, and lawful authority for materials and Personal Information it supplies; that its instructions and use of the Services are lawful; and that information it provides is accurate to the best of its knowledge.
4. Client Systems and Access. Client represents and warrants that it has the right to provide Twirling Umbrellas with access to any website, hosting environment, domain, DNS account, registrar account, advertising account, analytics account, CRM, AMS, LMS, email platform, productivity platform, repository, API, integration, database, software, file, system, or Third-Party Service that Client asks Twirling Umbrellas to access, use, configure, support, migrate, integrate, administer, or modify.
5. No Harmful Materials. Neither Party will knowingly provide malicious code or unlawful materials in connection with the Services.
6. Services Warranty. Twirling Umbrellas represents and warrants that it will perform the Services in a professional and workmanlike manner consistent with reasonable industry standards for the type of Services expressly included in the applicable Order.
7. Deliverables Warranty. We warrant that our client-specific Final Deliverables and incorporated Agency Tools, as supplied for their intended use, will not knowingly infringe Canadian copyright or trademark rights.
8. Exclusions from Deliverables Warranty. The warranty in Section 9.7 does not cover infringement caused by Client-supplied materials, unauthorised changes or combinations, or use outside the intended scope. Independent third-party materials retain their own terms. These exclusions do not excuse infringement caused by our own original work or knowingly unlawful use of third-party material.
9. Third-Party Services and Materials. Independent provider products retain their own warranties and terms. We remain responsible for the services we perform using those products.
10. No Legal, Compliance, Accessibility, Privacy, or Security Warranty. Specific compliance standards and certification commitments must be stated in the Order. This does not limit our express commitments or obligations under applicable law.
11. No Results Guarantee. Twirling Umbrellas does not warrant or guarantee specific business outcomes, revenue, donations, membership growth, search rankings, search visibility, AI search visibility, traffic, conversions, leads, engagement, performance scores, accessibility scores, page-speed scores, uptime, advertising results, return on ad spend, or other outcomes unless expressly stated in an applicable Order.
12. Disclaimer of Other Warranties. Except for the express commitments in the Agreement and rights that cannot lawfully be excluded, no additional warranty of uninterrupted operation or fitness for an unstated purpose is given.
13. Exclusive Remedies. The Project Warranty provides the remedies for covered software defects. Other breaches remain subject to the Agreement’s remedies and Section 13. Rights that cannot lawfully be excluded are preserved.

10. Confidential Information

1. Confidential Information. Each Party may receive Confidential Information from the other Party in connection with this MSA, an Order, or the Services. Confidential Information includes information that is identified as confidential or that a reasonable person would understand to be confidential based on the nature of the information or the circumstances of disclosure.
2. Confidentiality Obligations. The Party receiving Confidential Information will:
   • use the Confidential Information only as reasonably necessary to perform, receive, administer, support, or enforce this MSA, the applicable Order, or the Services;
   • protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no case less than reasonable care;
   • not disclose the Confidential Information except as permitted by this MSA, the applicable Order, or the disclosing Party’s written consent; and
   • limit access to Confidential Information to personnel, contractors, subcontractors, professional advisers, service providers, and representatives who need access for a permitted purpose and who are subject to confidentiality obligations or professional duties of confidentiality.
3. Permitted Disclosures. Each Party may disclose Confidential Information to personnel, providers, and professional advisers who need it for a permitted purpose and are bound by confidentiality obligations. Personal Information disclosures remain subject to the DPA.
4. Exclusions. Confidential Information does not include information that the receiving Party can demonstrate:
   • is or becomes publicly available through no breach of this MSA;
   • was already known to the receiving Party without confidentiality restrictions before receiving it from the disclosing Party;
   • is lawfully received from a third party without confidentiality restrictions;
   • is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information; or
   • is approved for release by the disclosing Party in writing.
5. Required Disclosure. The receiving Party may disclose Confidential Information where required by law, court order, subpoena, regulator, stock exchange rule, professional obligation, or other legal process, provided that, where legally permitted and reasonably practical, the receiving Party gives the disclosing Party prompt notice and reasonable cooperation so the disclosing Party may seek confidential treatment, protective order, or other appropriate remedy.
6. Personal Information and Data Processing. Whenever we process Personal Information on Client’s behalf, our Data Processing Addendum (“DPA”), in the version effective when the Order is accepted, is automatically incorporated without a separate opt-in. It governs that processing to the extent of conflict with this MSA. Later changes are subject to Section 16.1. Processing for our own account administration and other independent business purposes is governed by our Privacy Policy and applicable law.
7. Security of Confidential Information. Each Party will use reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of the Confidential Information in its possession or control. No method of transmission or storage is completely secure, and neither Party guarantees absolute security.
8. Return or Destruction. On written request or the end of Services, each Party will return or securely delete the other’s Confidential Information within a reasonable time. Only copies reasonably necessary for legal obligations, dispute records, security, or routine backup cycles may be retained, with continuing confidentiality protection and no unrelated use. Retained copies will be deleted when their permitted purpose ends. Return and deletion of Personal Information are governed by the DPA.
9. Duration. The confidentiality obligations in this section continue for five (5) years after disclosure. For Confidential Information that constitutes a trade secret, highly sensitive security information, access credentials, or Personal Information, the confidentiality obligations continue for as long as the information remains confidential or protected by applicable law.
10. No Public Announcements. Neither Party will issue a press release or public announcement about the other Party or the Services without the other Party’s prior written consent, except as permitted under the Intellectual Property section for portfolio, case study, and client-list use.
11. Equitable Relief. Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause harm that cannot be adequately remedied by monetary damages alone. The disclosing Party may seek injunctive or equitable relief for any actual or threatened breach of this section, in addition to any other remedies available.

11. Intellectual Property

1. Client Content. Client retains all rights, title, and interest in Client Content and Client Data, subject to the rights granted to Twirling Umbrellas under this MSA and any applicable Order. Client grants Twirling Umbrellas a non-exclusive, worldwide, royalty-free licence to use, copy, modify, format, adapt, publish, display, host, transmit, process, and create derivative works from Client Content and Client Data solely as reasonably necessary to provide the Services, create the Deliverables, administer the relationship, comply with this MSA, and exercise Twirling Umbrellas’ rights under this MSA.
2. Final Deliverables. Once paid for, client-specific Final Deliverables created under any Order belong to Client, and we assign our transferable rights in them to Client. This includes completed fixes, custom code, and configurations delivered through Managed Services or On-Demand Services. Agency Tools, Working Files, and third-party materials remain subject to the provisions below. A Clutch refund is governed by Section 14.
3. Payment as Condition of Ownership Transfer. Assignment and the permanent Agency Tools licence take effect when fees and approved costs attributable to the relevant outputs are paid. Unrelated outstanding or good-faith disputed amounts do not prevent transfer of paid outputs. Before payment, Client may review and test the work for the engagement; agreed production use is permitted pending payment. Client’s pre-existing property remains Client’s.
4. Agency Tools. We retain Agency Tools and grant Client a non-exclusive, perpetual, worldwide, royalty-free licence to use, maintain, and modify them as incorporated in paid Final Deliverables. Client may allow replacement providers to do this for Client’s benefit. Separate resale or distribution of proprietary Agency Tools requires permission. Open-source rights take precedence over these restrictions, and Section 14 governs refunded Guarantee Work Product. Client may authorise employees, hosting providers, maintenance providers, and other contractors to operate and support the embedded tools for Client’s benefit. The licence does not authorise separate packaging or commercial distribution of our proprietary libraries, frameworks, or templates, subject to any applicable open-source licence.
5. Third-Party Services and Third-Party Materials. Third-party materials and services retain their own licences and terms. We will identify material licensing requirements and separately billed costs before approval. Changes requiring additional work or cost are handled under Section 6. Material costs may include software and plugin licences, subscriptions, API usage, stock assets, fonts, and media licences. Expiry or provider changes may require separately approved replacement or configuration work.
6. Open-Source Software. Open-source software is governed by its applicable licence. Nothing in this MSA restricts rights granted by that licence.
7. Production Code. Final Deliverables include production code, client-specific source code, and configuration reasonably needed to operate and maintain completed software delivered under any Order. Internal development systems, unpublished experiments, and unrelated reusable tools are excluded. We will not withhold a necessary client-specific maintenance file solely by labelling it a Working File. Internal development environments, unpublished prototypes, experimental code, and unrelated administrative tooling remain excluded. Build or deployment files needed to maintain the delivered software are included to the extent reasonably necessary.
8. Working Files. Twirling Umbrellas retains ownership of Working Files unless an applicable Order expressly states otherwise. Twirling Umbrellas is not required to provide Working Files, editable source files, raw files, drafts, rejected concepts, internal notes, development environments, build files, unpublished code, project-management records, or internal documentation unless expressly included in the applicable Order. If Working Files are provided, they are provided “as is” for Client’s internal use only, unless the applicable Order states otherwise. Twirling Umbrellas is not responsible for supporting, documenting, updating, maintaining, or ensuring compatibility of Working Files unless expressly agreed in writing. Completed client-specific outputs and files reasonably needed to operate and maintain paid software are included under Section 11.7. Optional preparation of other Working Files requires approval of any fee.
9. Moral Rights. We will waive moral rights in assigned client-specific Final Deliverables and obtain appropriate waivers from our contributors so Client and its authorised providers can use, modify, publish, and maintain them as permitted by the Agreement.
10. Modifications by Client or Third Parties. Client may modify Final Deliverables for Client’s own business and organizational purposes, subject to this MSA, applicable Third-Party Terms, open-source licences, and any restrictions in the applicable Order. Twirling Umbrellas is not responsible for defects, failures, security issues, accessibility issues, performance issues, compatibility issues, legal issues, data loss, downtime, or other consequences caused by modifications, additions, deletions, configurations, integrations, hosting changes, or other work performed by Client or third parties.
11. Portfolio and Case Study Rights. We may identify Client and show publicly available, non-confidential work in our portfolio and case studies. Client may opt out by written notice without giving a reason. Confidential Information and unpublished materials require permission.
12. Client Marks. Client grants Twirling Umbrellas a limited, non-exclusive, royalty-free licence to use Client’s name, logo, trademarks, service marks, and brand materials solely as reasonably necessary to provide the Services, create the Deliverables, administer the relationship, and exercise the portfolio and case study rights permitted by this MSA. Twirling Umbrellas does not acquire ownership of Client’s trademarks, service marks, logos, or brand materials.
13. Feedback. We may use general suggestions about our services and tools, without disclosing Client’s Confidential Information or acquiring rights in Client’s proprietary materials.
14. Reservation of Rights. Except for the rights expressly granted in this MSA or an applicable Order, each Party reserves all rights, title, and interest in its intellectual property. No rights are granted by implication, waiver, estoppel, or otherwise.

12. Indemnification

1. Indemnification by Client. Subject to Section 13, Client will defend and indemnify us against third-party claims to the extent caused by Client-supplied materials infringing rights, Client’s unlawful instructions or use, or Client’s material breach of the Agreement. This includes reasonable defence costs. Client does not indemnify us for our own breach, negligence, or unlawful conduct.
2. Indemnification by Twirling Umbrellas. Subject to Section 13, we will defend and indemnify Client against third-party Canadian copyright or trademark claims caused by our original Final Deliverables or proprietary Agency Tools, supplied and used as permitted by the Agreement, including reasonable defence costs.
3. Exclusions from Twirling Umbrellas’ Indemnity. Our IP indemnity excludes claims caused by Client-supplied materials, changes not made or approved by us, or uses outside the intended scope. It also excludes independent third-party materials where the infringement is not caused by our own breach or knowingly unlawful use. An exclusion applies only to the extent that it caused the claim.
4. IP Claim Remedies. For an IP claim covered by Section 12.2, we may at our expense obtain continued use rights, provide a materially comparable non-infringing replacement or modification, or, if neither is reasonably practicable, refund fees for the affected unusable portion and terminate that portion. These remedies supplement the defence and indemnity obligations in Section 12.2.
5. Indemnification Procedure. Failure to provide prompt notice will relieve the indemnifying Party of its obligations only to the extent the delay materially prejudices the defence of the claim. A Party seeking indemnification will:
   • promptly notify the indemnifying Party in writing of the claim;
   • provide reasonable cooperation, information, and assistance;
   • allow the indemnifying Party to control the defence and settlement of the claim, provided that the indemnifying Party acts reasonably and diligently; and
   • take reasonable steps to mitigate loss.
6. Participation in Defence. The indemnified Party may participate in the defence of a claim with its own legal counsel at its own expense.
7. Settlement. The indemnifying Party may not settle a claim in a way that imposes any admission of fault, payment obligation, ongoing obligation, restriction, admission of liability, or non-monetary remedy on the indemnified Party without the indemnified Party’s prior written consent, not to be unreasonably withheld.
8. No Double Recovery. A Party may not recover the same loss more than once under this MSA, whether through indemnification, damages, refund, credit, warranty remedy, or any other remedy.

13. Limitation of Liability

1. Maximum Liability. Subject to Section 13.9, each Party’s aggregate liability arising from an affected Order is limited to the agency fees paid or payable for that Project Order or On-Demand task, or, for Managed Services, the agency fees paid or payable for the affected Services in the twelve (12) months before the event. If no fee is payable, the limit is CAD $100.
2. Excluded Amounts. The cap includes our own hosting, support, subscription, management, and administration charges, including our service margin. It excludes taxes and identifiable external expenses or third-party costs passed through to Client. An invoice label does not exclude an agency service fee.
3. No Indirect or Consequential Damages. Subject to Section 13.9, neither Party is liable for indirect or consequential losses, lost profits, or punitive damages. Reasonable direct costs of restoring data or correcting affected systems are not excluded merely because data or systems were affected; they remain subject to the applicable cap.
4. Third-Party Services and Materials. We do not guarantee independent providers or their products. This does not exclude liability for our own breach, negligence, implementation, configuration, administration, or subcontractor performance. The applicable cap still applies.
5. Existing Systems and Client-Side Causes. We are not liable to the extent a loss is caused by Client’s own materials, instructions, modifications, missing cooperation, or pre-existing systems outside our scope. These exclusions do not excuse our own contribution to the loss.
6. Data, Backups, and Recovery. We remain responsible for data handling, backups, and recovery to the extent included in the Order or required by the DPA or applicable law. Loss caused by our breach is subject to the applicable cap, except as provided in Section 13.9.
7. Basis of Liability. The limits apply to claims in contract, negligence, indemnity, and other legal theories, subject to Section 13.9.
8. Multiple Claims. The cap applies in aggregate to the affected Order; multiple claims do not multiply it.
9. Exceptions. The cap and exclusions do not apply to fraud, wilful misconduct, liability that cannot lawfully be limited, Client’s obligation to pay valid charges, or the refund and arbitration-fee obligations under Section 14. The mutual cap otherwise applies to indemnity, confidentiality, intellectual property, and data-protection claims.
10. Higher Limits. The Parties may set a higher cap, special insurance, or additional safeguards in an Order, with any associated scope and price approved before work begins.
11. Essential Basis. The Parties intend these limits to allocate ordinary commercial risks reasonably in relation to the fees and scope.

14. Clutch Guarantee

Application. This Section applies automatically to every new Services engagement, Order, and renewal accepted while we are enrolled in the Clutch Guarantee, including engagements with existing clients, regardless of referral source, service category, duration, or value. Coverage continues for those engagements after withdrawal from the programme.

Interpretation. In the supplied clause, “Service Provider” means Twirling Umbrellas Ltd., “Buyer” means Client, and “this Agreement” means this MSA and the covered Order. The fallback execution date is the Order’s acceptance date under Section 17. “Work Product” means “Guarantee Work Product”. The clause’s references to paragraphs 1 through 6, including “Section 4”, refer to its own numbered paragraphs within this Section.

Precedence. This Section governs conflicting terms concerning the Guarantee, including deposits, notice periods, commitments, refunds, intellectual property, liability limits, and disputes. Guarantee cancellations are assessed on actual receipt rather than deemed receipt under Section 16.9. Refunds and arbitration fees cannot be reduced or offset under other terms. Guarantee disputes follow its arbitration process; Section 16.8 governs other disputes. An Order cannot narrow the Guarantee without Clutch’s prior written consent.

1. Clutch Guarantee Coverage
   Service Provider participates in the Clutch Guarantee program administered by Clutch.co (“Clutch”). Accordingly, this engagement is covered by the Clutch Guarantee and is subject to the terms set forth in this Section. The “Clutch Guarantee” means the 14-calendar-day satisfaction guarantee offered to the Client (“Buyer”) in accordance with the terms that are set forth in this Section.
   
   For the avoidance of doubt, Clutch is not a party to this agreement. Clutch is the facilitator of the Clutch platform and the administrator of the Clutch Guarantee, does not provide the underlying professional services, guarantee service outcomes, or assume contractual liability for engagements between Service Provider and Buyer.
2. Guarantee Period
   The Guarantee Period begins on the Project Start Date and expires at 11:59 PM Eastern Time on the fourteenth (14th) calendar day thereafter. The “Project Start Date” shall be the date of the initial project kickoff meeting between the parties, as documented in writing. If no project kickoff meeting is scheduled or conducted the Project Start Date shall be the date agreed to by the parties in writing for the Service Provider to commence performance of the services. If neither a project kickoff meeting nor a written project start date exists, the Project Start Date shall default to the date of execution of this Agreement.
3. Cancellation and Refund
   If the Buyer submits a written cancellation request to the Service Provider through email or other reasonable written communication channel used by the parties during the engagement at any time during the Guarantee Period, the Service Provider shall issue a refund equal to one hundred percent (100%) of all Guaranteed Fees. “Guaranteed Fees” means all fees paid by Buyer to Service Provider on or before the expiration of the Guarantee Period in connection with the project subject to the Clutch Guarantee, including any upfront or initial project fees, but excluding third-party costs incurred at Buyer’s direction and any fees payable by Buyer to Service Provider under separate agreements. The refund shall be issued within fifteen (15) business days of receipt of the cancellation request. The Buyer is not required to provide a reason for the cancellation request. Service Provider will not condition, delay, reduce, offset or withhold the refund based on work performed, partial completion, dissatisfaction disputes, intellectual property disputes or any other claim arising during the Guarantee Period.
   
   For the avoidance of doubt, the refund obligation is solely between the Service Provider and the Buyer. Clutch is not a party to this Agreement and bears no financial obligation under the Clutch Guarantee.
4. Effect of Refund
   Notwithstanding any provision of this Agreement to the contrary regarding ownership of intellectual property, work product, deliverables, or licenses, the following shall apply upon the issuance of a refund pursuant to the Clutch Guarantee:
   
   (a) Nothing in this Section shall transfer ownership of, or otherwise affect, the Buyer’s pre-existing intellectual property, confidential information, data, content, materials, know-how, or other information owned by the Buyer and provided or made available to the Service Provider in connection with the engagement (collectively, the “Buyer Pre-Existing Materials”), all of which shall remain the property of the Buyer.
   
   (b) Upon issuance of the refund, Buyer shall immediately cease all using the Work Product and, at the Service Provider’s election, destroy or return all copies of the Work Product in the Buyer’s possession or control; provided, however, that the Buyer may retain its Buyer Pre-Existing Materials. Buyer shall have no further right to use, reproduce, distribute, exploit, or otherwise benefit from the Guarantee Work Product following issuance of the refund. For purposes of this Section, “Guarantee Work Product” means all work product, deliverables, drafts, code, designs, strategy documents, analyses, recommendations, and other materials created or delivered by the Service Provider for Buyer during the Guarantee Period.
   
   (c) Upon request, the Buyer shall provide written certification of compliance with this Section within five (5) business days.
5. Dispute Resolution
   Any dispute arising under or relating to this Clutch Guarantee clause shall be resolved as follows:
   
   (a) Informal Dispute Resolution. The parties shall first attempt to resolve the dispute directly between themselves. The parties may voluntarily participate in informal dispute resolution discussions or mediation. Any such discussion or mediation shall be conducted in good faith and shall commence within ten (10) business days of written notice of the dispute.
   
   (b) Binding Arbitration. If the dispute is not resolved within fifteen (15) calendar days of commencement of good faith dispute resolution discussions, the parties will submit the dispute to binding arbitration administered by New Era ADR, Inc. Such dispute may be submitted to the New Era portal located at http://app.neweraadr.com/. The arbitration shall be conducted in accordance with the rules of the designated provider and shall conclude within thirty (30) calendar days of filing the arbitration claim. The Service Provider shall bear all arbitration fees and administrative costs. The decision of the arbitrator shall be final and binding on both parties.
   
   (c) Disclaimer. Clutch shall not be deemed a party to any arbitration or dispute proceeding arising under this Section or the Clutch Guarantee. In its sole discretion, and at the Buyer’s request, Clutch may provide administrative assistance in connection with initiating an arbitration proceeding, including facilitating initiation of an arbitration or submitting an arbitration filing authorized by the Buyer. Any such assistance shall not cause Clutch to become a party to the dispute or arbitration proceeding, constitute representation of either party, or alter the parties’ respective rights or obligations under this Agreement.
6. Material Limitations and Disclosures
   The Clutch Guarantee is subject to the following limitations:
   
   (a) The Guarantee applies only to cancellation requests received in writing on or before the expiration of the fourteen (14) calendar day Guarantee Period. Requests received after the expiration of the Guarantee Period are not eligible.
   
   (b) The Guarantee covers only the Guaranteed Fees. It does not cover fees for services rendered outside the scope of this Agreement, third-party costs incurred at the Buyer’s direction, or fees paid under separate agreements.
   
   (c) The refund obligation is the sole responsibility of the Service Provider. Clutch does not guarantee, underwrite, or otherwise assume financial responsibility for any refund under this clause.
   
   (d) Exercise of the Guarantee is contingent upon the Buyer’s compliance with the Intellectual Property Reversion provisions set forth in Section 4 above.
   
   (e) The Clutch Guarantee is intended to support good-faith business engagements only, and may be suspended, denied or deemed unavailable in cases involving fraud, unlawful conduct, bad-faith activity or repeated abusive cancellation practices by Buyer.

15. Term and Termination

1. Term of this MSA. This MSA applies to each accepted Order. Obligations that must continue after Services end are identified in Section 15.13.
2. Term of Orders. Each Order begins on its applicable Effective Date and continues until the Services under that Order are completed, expire, are cancelled, or are terminated in accordance with this MSA and the applicable Order.
3. Termination for Convenience. Either Party may end a project on thirty (30) days’ written notice unless the Order provides a different notice period. Client may ask us to stop new work immediately; we will not incur avoidable additional work merely to fill the notice period. Charges and refunds are limited to Section 15.9. Managed Services cancellation follows Section 15.4. The Clutch Guarantee in Section 14 may be exercised without this ordinary notice period.
4. Managed Services Cancellation. Unless the Service Order specifies a term, Managed Services are month-to-month and may be cancelled by either Party on thirty (30) days’ written notice. We will confirm the final service date. Prepaid agency fees for periods after that date are refunded under Section 15.9. Client-approved external commitments are subject to Section 15.5.
5. Minimum Terms and Commitments. A minimum term or external non-cancellable commitment applies only if disclosed and expressly approved in the Order. We will take reasonable steps to reduce avoidable costs. No agency cancellation penalty or acceleration of unearned future agency fees applies unless separately negotiated and expressly accepted; agency-initiated convenience termination does not trigger such a fee.
6. On-Demand Services. Either Party may stop an On-Demand request at any time. Charges and unused advance payments are accounted for under Section 15.9.
7. Termination for Cause. Either Party may end an affected Order for a material breach not remedied within ten (10) Business Days after written notice describing the breach. We may take proportionate immediate action only where reasonably necessary to address an urgent security threat, unlawful activity, or a provider restriction that prevents continued service. We will notify Client promptly, explain the reason, and restore Services when the issue is resolved where practicable. Ordinary non-payment follows Section 6.16.
8. Suspension. Suspension is limited to the affected Services and does not itself terminate the Order. Client owes completed work and approved unavoidable external costs. Agency fees for Services we do not provide are not automatically earned; any continuing charge for reserved capacity must be expressly approved in the Order.
9. Compensation Upon Termination. On termination, we will provide an account of Services actually performed and Client-approved non-cancellable external commitments, credit all payments, and refund any unused agency advance or deposit within thirty (30) days. A fixed fee is apportioned reasonably to work performed. Unperformed approved work and avoidable future costs are not automatically chargeable. Unused external advances are refunded to the extent recovered. No loss is recovered twice. Section 14’s earlier refund deadline and broader refund rights take precedence.
10. Effect on Deliverables. Client keeps the rights in paid completed outputs and may request usable, paid work in progress where practical. Optional preparation or completion work requires cost approval. Client Content and Client Data remain Client’s property.
11. Transition Assistance. We will provide reasonable access and basic handover of Client-owned accounts, domains, content, data, and paid outputs when Services end. We will not withhold these over an unrelated or good-faith disputed invoice. Additional migration, export preparation, training, or transition work is billed only after its cost is approved. Handover is subject to identity checks, security, technical feasibility, and provider rules; we will explain limitations and cooperate with Client’s replacement provider. Basic handover may include client-owned account access, registrar transfer information, available data exports, and the source and configuration files included under Section 11.7. Shared agency accounts and unrelated internal systems are not transferred, but we will cooperate on a practical client-owned alternative where needed.
12. Return or Destruction of Confidential Information. Return and deletion follow Section 10.8 and the applicable DPA.
13. Survival. Accrued payment rights, confidentiality, ownership and licences, indemnities, liability limits, and dispute provisions survive to the extent needed to give them effect. Termination does not create new service or payment obligations.
14. Clutch Guarantee. Cancellation, refunds, and the effect of a refund for an engagement covered by the Clutch Guarantee are governed by Section 14, which takes precedence over conflicting terms in this MSA or an applicable Order as described in that Schedule.

16. General Provisions

1. Changes to this MSA. We may publish updated versions for future Orders. Active Project Orders retain the version accepted at their outset unless both Parties approve a change in writing. Changes to continuing Managed Services require at least thirty (30) days’ direct written notice identifying the changes. Client may reject a materially adverse change by cancelling before it takes effect without an agency cancellation fee, with unused prepaid agency fees refunded. Client-approved unavoidable external commitments remain subject to Section 15.5. A Change Order does not change the governing MSA version unless expressly accepted. Use of previously paid Deliverables does not accept new terms.
2. Changes to Orders. Changes to an Order require both Parties’ written approval. A special term applies to that Order only unless it expressly amends the broader Agreement.
3. Waiver. A Party’s failure or delay in enforcing any provision of this MSA or an applicable Order is not a waiver of that provision or any other provision. A waiver must be in writing and applies only to the specific instance for which it is given.
4. Assignment. Neither Party may assign the Agreement without the other’s written consent, which will not be unreasonably withheld. Either Party may transfer it with a sale, merger, or reorganisation of its relevant business if the successor assumes the obligations and the other Party receives written notice. Subcontracting under Section 8.5 does not transfer our contractual responsibility.
5. Force Majeure. Neither Party is liable for delay caused by events genuinely beyond its reasonable control, provided it gives prompt notice and takes reasonable steps to mitigate the impact. A preventable failure to meet its security or maintenance obligations is not excused merely because a cyberattack or provider was involved. Timelines may be reasonably extended. If performance is materially prevented for more than sixty (60) days, either Party may end the affected Order; charges and refunds follow Section 15.9.
6. Severability. If any provision of this MSA or an applicable Order is found to be invalid, unlawful, or unenforceable, that provision will be interpreted, modified, or severed to the minimum extent necessary, and the remaining provisions will continue in full force and effect.
7. Independent Legal Advice. Each Party may obtain independent advice before accepting an Order. Client is welcome to raise questions or request changes.
8. Governing Law and Jurisdiction. This MSA, each Order, and any dispute arising out of or related to the Services, Deliverables, this MSA, any Order, or the Parties’ relationship are governed by the laws of British Columbia and the federal laws of Canada applicable in British Columbia, without regard to conflict-of-law principles. The Parties submit to the exclusive jurisdiction of the courts located in British Columbia for the resolution of any dispute arising out of or related to this MSA, any Order, the Services, the Deliverables, or the Parties’ relationship, except where applicable law requires otherwise. Disputes arising under the Clutch Guarantee follow the arbitration process in Section 14.
9. Notices. Formal notices may be sent to the email or notice contact in the Order, or the established project or account contact used by the Parties. Notice to us may also be delivered to Twirling Umbrellas Ltd., Kelowna Innovation Centre, 201-460 Doyle Avenue, Kelowna, BC V1Y 0C2, Canada. Email is received on the next Business Day unless delivery fails; personal or courier delivery is received on delivery. A system notification must be sent to the designated contact, rather than merely posted. Section 14 uses actual receipt for Guarantee cancellations.
10. Electronic Records and Signatures. Written approvals, notices, and signatures may be electronic. Electronic acceptance requires an action intended to approve the applicable Order or terms, as described in Section 17.
11. Entire Agreement. The MSA, applicable Order, approved changes, and incorporated addenda form the entire Agreement for those Services. Earlier statements are superseded only to the extent not included or expressly preserved in the Order. Nothing excludes liability for fraud or rights that cannot lawfully be excluded.
12. Order of Precedence. Section 14 controls Clutch Guarantee matters. The applicable DPA controls Personal Information processing. Otherwise, expressly accepted special terms in the Order govern conflicting scope, fees, timing, service levels, and other identified terms; this MSA governs the remainder. Administrative procurement terms require written acceptance by both Parties.
13. Interpretation. Headings are for convenience only and do not affect interpretation. Words such as “including” and “such as” mean “including without limitation.” References to “written” or “in writing” include electronic records. References to a law include that law as amended, replaced, or re-enacted from time to time. The singular includes the plural, and the plural includes the singular, as the context requires.
14. No Third-Party Beneficiaries. Except as expressly stated in this MSA, this MSA and each Order are for the benefit of Client and Twirling Umbrellas only and do not create rights or remedies for any third party.
15. Remedies Cumulative. Except where this MSA expressly states that a remedy is exclusive, the rights and remedies available under this MSA are cumulative and may be exercised in addition to any other rights or remedies available at law, in equity, or under an applicable Order.

17. Acceptance and Incorporation

1. No Separate Signature Required. This MSA applies when the Order identifies it and makes it available to Client before acceptance. A separate standalone MSA signature is not required.
2. Acceptance. Client accepts through an authorised signature, written or electronic approval, a request expressly authorising work on the identified terms, or payment intentionally confirming the applicable Order. Merely receiving access, supplying credentials, or continuing to use previously paid work does not accept additional obligations.
3. Electronic Acceptance. Approval may be recorded by email, proposal platform, project-management or ticketing system, or another retrievable electronic record intended to confirm acceptance.
4. Authority. The person accepting must be an Authorized Representative, subject to the authority and spending limits in Section 7.8.
5. Agreement for Each Order. Each accepted Order and its governing MSA version form the Agreement for those Services. Expressly accepted special terms follow Section 16.12.
6. Online Terms and Updates. The online MSA is available for reference. Changes to an existing engagement follow Section 16.1; use of previously paid Deliverables does not accept new terms.