Terms & Conditions

LAST UPDATED: APRIL 2022

These are conditions that are concerning all areas of digital marketing with WSI Winnipeg (Pecunia Non Olet Corp.) as an agency, whether they apply to this specific proposal or not. This is a balanced approach and protects both WSI Winnipeg (Pecunia Non Olet Corp.) and Quality Realty from intentional harm. These terms are also standard terms within the digital marketing industry and will be part of any contract with a digital marketing agency. 

These Terms and Conditions are intended to supplement those to which you and WSI Winnipeg (Pecunia Non Olet Corp.)(“Consultant”) agreed in connection with the forgoing Digital Marketing Proposal. Please read these terms and conditions carefully.

Term of Agreement and Payment of Fees. 

This Agreement is for a term of 3 months and shall automatically renew thereafter on a month to month basis unless earlier terminated by either party in accordance with this Agreement. You and Consultant can renew the agreement each month on such changed terms as may be agreed to in writing at that time. Fees and charges for the services to be rendered by and through Consultant are as set forth in the foregoing Marketing Proposal, and payment is due within 20 days of receipt of invoices.

Third Parties. 

If applicable, a significant portion of the work relating to the design, development, hosting, operating and support of your website and/or advertising campaign will be done by one of WSI’s third party authorized suppliers. Such suppliers are independent contractors and are not agents of WSI or of the Consultant. You hereby indemnify and hold Consultant and WSI harmless for any claims, damages, costs or losses you may incur due to the work of any third parties.

Hosting and Website Support.

 If applicable, an authorized WSI supplier will host your website at one of its business data centers and will provide you with support and reports as called for in the Marketing Proposal. While Consultant seeks to achieve a service level of better than 99%, neither Consultant nor WSI can guarantee that level of service at all times. You specifically understand and agree that neither Consultant nor WSI shall be liable for any costs incurred, or compensation for loss of earnings suffered, as a result of or related to the unavailability or malfunctioning of the website, its servers, software or operation, and you hereby indemnify Consultant and WSI and hold both harmless from and against any such claims, damages, costs or losses.

Website Design and Development. 

Consultant will make reasonable efforts to ensure that the website and any scripts or programs are free of errors. However, Consultant cannot warrant that result, and it shall not be liable for errors or malfunctions on or with the website. You understand and agree that the website and any graphics and programming code remain the property of Consultant until all outstanding accounts are paid in full. You represent and warrant to Consultant that any text, graphics, photos, designs, trademarks or other artwork furnished by you to Consultant for inclusion on the website are owned by you, or that you have permission from the rightful owner to use them, and you agree to indemnify and hold Consultant and WSI harmless against any and all claims, damages, costs or losses if you are in breach thereof.

Search Engine Optimization.

You are and shall remain responsible for the content of your search engine listings, including any Google Places (Maps) and all other search engine results listings. Consultant shall provide you with recommended content and work diligently to improve the position of your web site listing and maps listing in the search engine results, but it has not guaranteed and cannot guarantee that your listing will show up in the results. Furthermore, you acknowledge that the search engines control whether or not a map or other listing appears in the results and in what position. You specifically understand and agree that neither Consultant nor WSI shall be liable for any costs incurred, or compensation or loss of earnings suffered, as a result of or related to your listing moving lower on the results page or disappearing entirely from the search engine results, and you hereby indemnify Consultant and WSI and hold both harmless from and against any such claims, damages, costs or losses.

Online Marketing and Advertising.

 You are and shall remain responsible for the content of any advertising, promotional and other materials displayed or used in connection with the services contemplated by this Agreement, and you agree to indemnify and hold Consultant and WSI harmless from and against any and all claims by regulatory or legal authorities or third parties arising under or relating to that content.

Termination by Consultant.

If you default on any of your obligations undertaken in this Agreement or for any other reason, Consultant shall on one month’s prior written notice have the right to terminate this Agreement and the Marketing Proposal, deliver all services paid for, and provide no further services.

MISCELLANEOUS

Additional Payment Terms

The terms of the attached proposal for the supply of all services contracted for herein and the proposed pricing for such services shall remain valid only for a period of 30 days from the date that such proposal was first made. Upon acceptance of proposal, the agreement to proceed as contained herein represents the complete order for all services and development costs. This Agreement shall have a term of {project_duration_in_months} months or as in the attached proposal unless the parties have before expiration agreed in writing to a month by month extension or unless otherwise terminated by either party giving one month prior written notice to the other.

You shall pay for all solutions, services and any other costs specified in this Agreement and as outlined in the attached proposal. You agree to pay a non-refundable deposit as set out in this proposal. Work on the Agreement will only begin upon payment of the deposit and other fees as listed in the attached proposal. Unless otherwise provided for, fees are due on the 1st day of each month during the term of this Agreement.

Any additions, changes, upgrades or enhancements outside the specifications of this Agreement and the attached proposal are subject to further charges. 

Third party authorized suppliers may update their service, processors and products from time to time, affecting the functionality of Your complete Digital Marketing Solution post-completion. These suppliers are beyond the control of Consultant and such providers may be changed without notice. Upon fulfillment of the Digital Marketing Solution proposal attached herein, Consultant under this Agreement shall not be responsible to upgrade or modify the solution to comply with such updates. Any such upgrades shall be reduced to writing in a new Agreement with applicable fees payable. Consultant agrees to notify You in advance if it is aware of any reasonable additional expenses to be incurred on Your behalf, and You agree to reimburse for any such any additional charges upon receipt of an invoice.

Any third party advertising costs, for example Google, Yahoo and MSN ad spend, shall be in addition to the monthly package price as outlined in the attached proposal. You acknowledge that the third party advertising cost is beyond Consultant’s control and is Your responsibility to budget for such advertising spend with the input and recommendation of Consultant. You agree to pay Consultant the monthly advertising spend 1 month in advance.

Both parties agree that any additional consulting outside of that provided for in this Agreement will be billed at a rate of $100/hour.

You further acknowledge and agree that the Consultant reserves the right to change monthly fees at any time providing 30 days prior written notice.

Digital Marketing Solution Development, Consulting Services and Maintenance Terms

You acknowledge and agree that Consultant may provide services to other businesses including those in the same or similar line of business as Yours.

Consultant acknowledges that it may be furnished or may otherwise receive or have access to information which relates to past, present or future services provided to You, vendor lists, creative works, marketing strategies, pending projects and proposals, and other proprietary information (the “Proprietary Information”) which gives an opportunity to acquire such Proprietary Information in order to gain an advantage over Your competitors who do not know or use it. Consultant agrees to preserve and protect the confidentiality of Proprietary Information and all physical forms thereof, whether disclosed to Consultant before this Agreement is signed or afterward. You acknowledge and agree to the same conditions with regards to Consultant’s proprietary information.

Although Consultant shall have the right to approve the design, content and links to and Your website, Consultant assumes no responsibility to do so. You agree to be solely responsible for the content of Your website and accuracy of all information provided. You further agree that Consultant will be deemed to have fulfilled the Digital Marketing Solution outlined in the proposal, upon Final Sign Off. The Client agrees to hold no ownership rights to web development code of leased or subscription Solutions or Services or any other web or Digital Marketing solution developed by Consultant for any other clients.

Warranty

 Consultant warranties the work product for thirty (30) days from the date the website or enhancements have been placed on-line (live), or have been completed and the client accepted the deliverables. The warranty shall be void if any modifications have been made by You or anyone on Your behalf to the deliverables (code, design, etc) the server, the hardware or any technology related to any of them.

In no event shall Consultant or WSI, be liable to the client for lost profits, lost opportunity, or any damages, whether direct, indirect, consequential, exemplary, punitive or otherwise, arising out of any service provided or arranged by Consultant. Consultant shall not be liable for any error, omission, defect or deficiency in any service or solution, which may result from, but is not restricted to, Your failure to provide complete, accurate and current information to Consultant.

Although Consultant shall have the right to approve the design, content and links to and Your website, Consultant assumes no responsibility to do so. You agree to be solely responsible for the content of Your website and accuracy of all information provided. You further agree that Consultant will be deemed to have fulfilled the Digital Marketing Solution outlined in the proposal, upon Final Sign Off. The Client agrees to hold no ownership rights to web development code of leased or subscription Solutions or Services or any other web or Digital Marketing solution developed by Consultant for any other clients.

Hosting and Software As A Service (SaaS) Services 

Under no circumstances shall Consultant or WSI be liable to You for any network interruptions beyond Consultant’s control, including without limitation, any downtime regarding computer servers or interruption of Internet Service Providers.

Consultant reserves the right to control and restrict any content on Your website and shall have sole discretion to terminate Hosting and or SaaS services, without advance notice due to any information deemed by Consultant as illegal, tortuous, false, misleading, fraudulent, libelous, immoral, offensive or otherwise not in conformity with the policies and style of Consultant or are unlawful or violates any applicable local, state, national or international law, ordinance or regulation having the force of law or by-law. 

You acknowledge that Consultant may unilaterally write or re-write reasonable rules and regulations necessary for the orderly operation of Consultant and that the You will be bound accordingly to these terms and all other terms outlined in Consultant’s Hosting SLA, if applicable.

If applicable, Consultant will ensure that you have reasonable levels of hosting resources, including disk storage and bandwidth. In the event that Consultant deems that resource utilization by You is in excess of what Consultant deems reasonable, Consultant reserves the right to terminate the hosting services component of this agreement or levy such additional hosting fees, as it deems appropriate upon providing You with 30 days advance written notice.

You agree to submit a written three (3) month service cancellation notice to terminate Hosting or SaaS Services.

You agree that Consultant reserves the right to terminate Hosting and or SaaS Services without advance notice if Yours web solution is detrimental to the Hosting environment including acts of Spam or if the web solution negatively affects server performance or other web solutions on the Hosting environment. 

Copyright Warranty

 
You represent and warrant that: (a) the use, as contemplated by this Agreement, of the material supplied by You as described in the attached proposal shall not infringe any copyright, trademark, trade secret or other third party proprietary right; and: (b) there is no impediment to Your performance of its obligations hereunder.

You do hereby grant to Consultant, an unlimited license to use all items described herein, in all Internet formats now known or devised in the future. Licensing rights for all items described herein, except those deemed proprietary to You, are assigned to Consultant. You also warrant that You will save and hold harmless Consultant and WSI from any and all copyright infringement judgments resulting from the unlawful use of images and property listed.

Confidentiality & Privacy 

Efforts to be transparent should not violate Consultant’s confidentiality agreements. Material posted on social media should not disclose confidential information. Confidential information should not be disclosed unless specific permission has been granted by the parties concerned.

Interpretation of Agreement Terms

In the event of default under this Agreement, Consultant shall have the right to terminate this Agreement and to terminate hosting of Your website and any other services. You shall have no right to a refund of any kind and will be responsible for all costs and legal attorney fees incurred by Consultant in connection with Your breach of this Agreement.

You agree to hold Consultant or WSI harmless from and against any and all claims and damages, expenses or liability that arise from or in connection with Your website, content or activities, including but not limited to, any legal attorney fees incurred by Consultant or WSI. You, at Your own cost and expense, shall defend any and all actions, which may be brought against Consultant as a result of any action taken under this Agreement. 

Neither Consultant nor WSI will be liable for lost profits, lost opportunities, indirect, incidental or consequential damages to You under any circumstance.

This Agreement shall be interpreted and construed under the laws of Manitoba , Canada. The parties agree that any action brought by either party against the other shall be brought in Manitoba Canada and the parties do hereby waive all questions of personal jurisdiction or venue for the purpose of carrying out this provision.



No right or remedy conferred upon or reserved by Consultant is intended, and shall not be deemed, to be exclusive of any other right or remedy provided or permitted herein, by law or by equity, but each right or remedy shall be cumulative of every other right or remedy.