Terms & Conditions

Acceptance of Terms

These Terms & Conditions ("Terms") form an agreement between you and Affinity Digital ("Affinity Digital", "we", "us" or "our").

By accessing or using our website, communicating with us about our services, or purchasing or using services provided by us, you acknowledge that you have read and understood these Terms and agree to be bound by them.

If you do not agree with these Terms, you should not use the website or services to which these Terms apply.

Nothing in these Terms is intended to exclude, restrict or override any right that cannot lawfully be excluded or restricted under applicable law.

Eligibility and Authority

You must have the legal capacity to enter into a binding agreement to use our paid services.

If you access the website or engage Affinity Digital on behalf of a company, partnership, organisation or other legal entity, you represent that you have authority to bind that entity to the applicable agreement.

In that situation, references to "you" or "your" include both you and the organisation on whose behalf you are acting.

Our Services

Affinity Digital provides digital, technology, growth and automation services. Depending on the particular engagement, these may include:

• Artificial intelligence systems and AI agents;
• Business process and workflow automation;
• CRM, lead management and follow up systems;
• Custom software, websites and web applications;
• Application and platform development;
• API integrations and data workflows;
• Sales and outreach automation;
• Digital marketing and growth systems;
• Search engine optimisation;
• AI assisted search and digital discoverability services;
• Paid advertising and campaign management;
• Content and social media systems;
• Analytics, reporting and performance infrastructure;
• Technical consulting and implementation services; and
• Other related digital services agreed between us and a client.

The precise scope, features, deliverables, timelines and commercial terms of a project may be described in a proposal, quotation, order form, statement of work, subscription plan, invoice or other written agreement.

Proposals and Service Agreements

Certain services may be governed by a separate proposal, statement of work, order form, master services agreement or similar document.

Such documents may specify matters including:

• The services and deliverables;
• Project milestones;
• Fees and payment schedules;
• Subscription or retainer periods;
• Revision limits;
• Client dependencies;
• Service levels;
• Intellectual property arrangements;
• Cancellation terms; and
• Other project specific requirements.

If a separate written agreement expressly conflicts with these Terms, the separate written agreement will prevail in relation to the subject matter of that conflict.

Client Responsibilities

Our ability to provide services may depend on information, approvals, materials and access supplied by you.

You agree, where applicable, to:

• Provide accurate, complete and reasonably timely information;
• Provide required approvals, feedback and decisions within reasonable timeframes;
• Ensure you have the necessary rights to any materials, data, software, accounts or content supplied to us;
• Provide appropriate access to systems and third party platforms where necessary;
• Maintain appropriate backups of your own data and systems;
• Review and approve content, campaigns, software, workflows and other deliverables where approval is required;
• Ensure your own business operations comply with laws and regulations applicable to you; and
• Notify us promptly of information that could materially affect the project.

Delays caused by missing information, access, approvals or other client dependencies may affect estimated delivery dates.

Accounts and Access

Some services may require access to an account, dashboard, software environment or other secured system.

You are responsible for keeping usernames, passwords, API keys and other credentials associated with your accounts confidential and secure.

You must notify us promptly if you become aware of suspected unauthorised access to an account or system relevant to services provided by Affinity Digital.

You may not intentionally provide unauthorised persons with access to systems or services that are restricted to you or your organisation.

Fees and Payment

Fees for paid services will be communicated through the applicable proposal, quotation, invoice, order form, subscription, checkout process or other written agreement.

Unless otherwise stated in writing:

• Fees are payable in the currency specified by us;
• Applicable taxes may be added to the amount payable where required;
• Invoices must be paid by the payment date stated on the invoice;
• Project work may be dependent on receipt of an upfront payment or deposit; and
• We may pause work on overdue accounts after reasonable notice.

Where services are provided on a recurring subscription or retainer basis, the applicable billing frequency, renewal arrangements and cancellation requirements will be disclosed as part of the relevant plan or agreement.

You are responsible for ensuring that billing and payment information supplied to us is accurate and current.

Third Party Costs

Our service fees do not automatically include third party costs unless those costs are expressly included in writing.

Third party costs may include, for example:

• Advertising spend;
• Cloud hosting;
• Domain registrations;
• Software subscriptions;
• AI model or API usage;
• CRM platforms;
• Email or messaging services;
• Data providers;
• Stock assets;
• Payment processing fees; and
• Other external platforms or licences.

Where you contract directly with a third party provider, your relationship with that provider is subject to its own terms, pricing and policies.

Cancellation and Refunds

Cancellation rights and refund arrangements may vary depending on the service purchased and will be described in the applicable proposal, plan, order form or other agreement.

Unless otherwise agreed in writing, fees already earned for work completed, resources committed or services already provided are non refundable to the maximum extent permitted by applicable law.

Deposits, prepaid fees, media spend, software costs, third party charges and other committed costs may be non refundable where those amounts have already been incurred or allocated, subject to applicable law and any separate agreement.

Nothing in this section limits any mandatory cancellation or refund right available to you under applicable law.

Intellectual Property

10.1 Affinity Digital Materials

Affinity Digital retains ownership of its pre existing intellectual property, including its methodologies, know how, internal systems, reusable software components, libraries, frameworks, processes, templates, tools, prompts, automation architecture, techniques and other materials developed independently of a specific client engagement.

10.2 Client Deliverables

Ownership and licensing of project specific deliverables may be specified in the applicable proposal or service agreement.

Where no separate intellectual property arrangement is stated, and subject to full payment of all amounts due, the client will receive the rights reasonably necessary to use final deliverables created specifically for that client for their intended business purpose.

Such rights do not automatically transfer ownership of Affinity Digital's pre existing materials, underlying reusable technology or third party intellectual property incorporated into a deliverable.

10.3 Third Party Materials

Deliverables may contain or depend upon third party software, libraries, APIs, models, fonts, media, plugins, open source components or other materials. Those materials remain subject to the rights and licence terms of their respective owners.

Client Materials

You retain ownership of intellectual property that you provide to us, including your trademarks, branding, data, documents, images, videos, databases and other client owned materials.

You grant Affinity Digital a limited right to access, copy, process, modify, host or otherwise use those materials only as reasonably necessary to provide the agreed services.

You represent that you have the rights and permissions necessary for us to use materials that you provide for the purposes of the engagement.

Artificial Intelligence and Automation Services

Some Affinity Digital services may use artificial intelligence, machine learning, large language models, automated decision logic, third party APIs or other automated technologies.

12.1 AI Generated Outputs

Artificial intelligence systems can produce incomplete, inaccurate, unexpected or inappropriate outputs. AI generated content should therefore be reviewed by an appropriate human before it is used where accuracy, legal compliance, reputation, safety or commercial consequences are material.

Unless expressly agreed otherwise, Affinity Digital does not represent that AI generated outputs will always be accurate, unique, error free or suitable for a particular purpose.

12.2 Human Oversight

You remain responsible for determining whether AI generated or automated outputs are appropriate for your intended use and for implementing suitable human review and approval processes.

12.3 Automated Communications

If we build or configure systems that send emails, messages, marketing communications, sales outreach or other automated communications on your behalf, you are responsible for supplying lawful recipient data and establishing an appropriate legal basis, consent mechanism or other permission required for your use of those systems.

You are also responsible for the claims, offers, representations and final content communicated by your business through such systems.

12.4 Third Party AI Providers

AI systems may rely on external providers, APIs or models. Availability, functionality, pricing, usage limits and policies of those providers may change independently of Affinity Digital.

Marketing, Advertising and Performance

Marketing performance is influenced by numerous factors outside our direct control, including market conditions, competition, pricing, product market fit, offer quality, sales processes, platform algorithms, advertising costs and customer behaviour.

Unless expressly guaranteed in a separate written agreement, Affinity Digital does not guarantee:

• A particular number of leads or enquiries;
• A particular volume of sales or revenue;
• A specific return on advertising spend;
• A particular search engine ranking;
• A particular social media reach or engagement level;
• Approval by an advertising or social platform;
• Specific conversion rates;
• Specific customer acquisition costs; or
• Any particular commercial result.

Performance forecasts, projections, benchmarks and estimates are indicative only unless expressly identified as contractual guarantees in writing.

You are responsible for ensuring that factual claims, testimonials, pricing, offers and representations relating to your products or services are accurate and capable of being lawfully advertised.

Third Party Services and Platforms

Our services may integrate with or depend on third party platforms such as advertising networks, social media networks, cloud providers, payment processors, AI providers, email services, CRM systems, analytics providers and other software services.

Affinity Digital does not control those third parties and is not responsible for changes made by them to their:

• Services or functionality;
• Pricing;
• APIs;
• Algorithms;
• Account policies;
• Terms of service;
• Usage limits;
• Security requirements; or
• Availability.

We are not responsible for a third party suspending, restricting or terminating your account unless the issue was directly caused by our breach of an applicable written agreement.

Continued functionality of integrations may occasionally require updates or additional work if a third party changes its systems.

Acceptable Use

You may not use our website, systems or services to knowingly:

• Violate applicable law;
• Commit fraud or facilitate deceptive conduct;
• Infringe intellectual property rights;
• Distribute malicious software or harmful code;
• Gain unauthorised access to systems or accounts;
• Interfere with the security or operation of our systems;
• Harvest, scrape or process information unlawfully;
• Send communications in violation of applicable marketing, privacy or anti spam requirements;
• Impersonate another person without authority;
• Abuse or circumvent platform restrictions;
• Create or distribute content that is unlawful or materially deceptive; or
• Use our services in a way that could reasonably expose us or another party to unlawful conduct.

We may refuse, restrict or suspend services where we reasonably believe their use would violate applicable law, third party platform requirements or these Terms.

Confidentiality

During a project, each party may receive non public, commercially sensitive or confidential information belonging to the other party.

Each party agrees to use confidential information only for purposes reasonably connected with the relevant engagement and to take reasonable steps to protect it from unauthorised use or disclosure.

Confidential information does not include information that:

• Is publicly available without breach of an obligation;
• Was lawfully known by the receiving party before disclosure;
• Is lawfully received from another source without a confidentiality restriction; or
• Is independently developed without use of the confidential information.

A party may disclose confidential information where required by law, court order or lawful regulatory requirement.

Privacy

Our handling of personal information collected through the website is described in our Privacy Policy.

Where Affinity Digital processes personal information on behalf of a client as part of providing services, additional privacy, security or data processing terms may apply depending on the nature of the engagement.

You are responsible for ensuring that personal information you instruct us to process has been collected and provided to us in a manner that permits the intended processing.

Availability and Changes to Services

We aim to provide our website and services reliably, but we do not guarantee uninterrupted or error free availability unless a separate written service level agreement expressly provides otherwise.

Services may occasionally be affected by maintenance, security updates, infrastructure issues, third party outages, software updates or events outside our reasonable control.

We may modify, improve, replace or discontinue features of generally available services where reasonably necessary, provided that we comply with any specific commitments in an applicable written client agreement.

Disclaimers

To the maximum extent permitted by applicable law, the website and any generally available information on it are provided on an "as is" and "as available" basis.

General information published on our website, blog, social media accounts or other public channels is provided for informational purposes and should not be treated as legal, financial, accounting, medical or other regulated professional advice.

Except for warranties expressly stated in a written agreement or warranties that cannot legally be excluded, we do not make additional representations or warranties regarding the merchantability, fitness for a particular purpose or uninterrupted availability of the website or services.

Limitation of Liability

Nothing in these Terms excludes or limits liability where such liability cannot lawfully be excluded or limited.

To the maximum extent permitted by applicable law, neither Affinity Digital nor its directors, employees, contractors or representatives will be liable for indirect, incidental, special, exemplary, punitive or consequential damages arising from the website or services, including loss of profits, revenue, business opportunity, goodwill or anticipated savings, except where applicable law provides otherwise.

To the maximum extent permitted by law, Affinity Digital's aggregate liability arising from a particular service engagement will not exceed the fees paid or payable to Affinity Digital for the specific services giving rise to the claim during the six months immediately preceding the event giving rise to liability.

The limitations in this section apply only to the extent they are enforceable under the law applicable to the particular claim.

Indemnification

To the extent permitted by applicable law, you agree to indemnify and hold Affinity Digital harmless from third party claims, losses, liabilities and reasonable costs arising from:

• Your unlawful use of our services;
• Materials or data supplied by you that infringe third party rights;
• Your breach of representations or obligations made under these Terms or an applicable agreement;
• Unlawful marketing, communications or data processing activities directed or carried out by you; or
• Your material misuse of systems or deliverables provided by Affinity Digital.

This section does not require you to indemnify Affinity Digital for losses caused by Affinity Digital's own breach, negligence or unlawful conduct to the extent responsibility cannot lawfully be transferred.

Suspension and Termination

Either party may terminate a service engagement in accordance with the cancellation or termination provisions of the applicable proposal, subscription, statement of work or other agreement.

We may suspend or terminate access to services where reasonably necessary if:

• Fees remain materially overdue;
• These Terms are materially breached;
• Our systems are being misused;
• Continued service could expose us or another party to unlawful activity;
• A security risk requires immediate action; or
• A third party platform essential to the service removes or restricts the required access.

Where reasonably practicable, we will provide notice and an opportunity to address the issue before suspension or termination.

Provisions that by their nature are intended to continue after termination, including payment obligations, intellectual property provisions, confidentiality, disclaimers and limitations of liability, will survive termination.

Force Majeure

Neither party will be responsible for a failure or delay in performing an obligation caused by events beyond its reasonable control, except for payment obligations already due.

Such events may include significant internet or cloud infrastructure failures, natural disasters, acts of government, war, civil unrest, labour disruption, widespread cyber incidents, telecommunications failures, power outages or failure of critical third party infrastructure.

The affected party should take reasonable steps to reduce the impact of the event and resume performance when reasonably possible.

Governing Law and Disputes

Unless a separate written agreement states otherwise, these Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict of law principles.

Subject to any mandatory rights or procedures available under applicable law, the courts located in Ontario, Canada will have jurisdiction over disputes arising from these Terms.

Before commencing formal proceedings, we encourage both parties to make reasonable good faith efforts to resolve a dispute through direct communication.

Changes to These Terms

We may update these Terms from time to time to reflect changes to our services, business practices, technology or legal obligations.

When we make changes, we will update the "Last updated" date displayed at the top of this page.

Material changes will apply prospectively unless applicable law or a separate agreement permits otherwise.

Your continued use of the website after updated Terms become effective constitutes acceptance of those updated Terms to the extent permitted by applicable law.

General Provisions

26.1 Entire Agreement

These Terms, together with any applicable proposal, order form, statement of work, service agreement and policies incorporated by reference, constitute the agreement between the parties in relation to their subject matter.

26.2 Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, the remaining provisions will continue in effect to the extent permitted by law.

26.3 Waiver

A failure to enforce a provision of these Terms does not constitute a waiver of that provision or of the right to enforce it later.

26.4 Assignment

You may not assign a service agreement to another party without our prior written consent where the identity of the client is material to the engagement. We may assign our rights or obligations as part of a corporate restructuring, merger, acquisition or sale of substantially all relevant business assets, subject to applicable law.

26.5 Electronic Communications

You agree that communications, approvals, notices, invoices, proposals and other documents may be provided electronically where legally permitted.

26.6 Headings

Section headings are included for convenience and do not alter the interpretation of these Terms.

Contact Us

If you have questions about these Terms & Conditions, a service agreement or your relationship with Affinity Digital, please contact us through our website.