Terms of Service

1. Engagement & Scope Control

Work is defined in a Statement of Work (SOW), proposal, or service order describing objectives, deliverables, investment, and timeline. Out-of-scope requests trigger a written change order before we begin additional work. Time-sensitive or after-hours requests may be billed at an accelerated rate that we will disclose in writing.

2. Fees, Invoicing & Taxes

• Projects under CAD $5,000 are billed 100% up front. Larger engagements require 50% to schedule the work and 50% upon the milestone stated in the SOW unless otherwise negotiated.
• Retainers are billed on the first business day of each month and due within 10 calendar days. Late balances accrue 2% interest per month plus suspension of services until cured.
• You are responsible for applicable HST/GST/PST, duties, and third-party license costs identified in the SOW.

3. Client Responsibilities

• Provide timely access to stakeholders, credentials, analytics, hosting platforms, and any approvals required to progress the work.
• Maintain complete backups of all systems and content you provide. JTG is not liable for loss arising from pre-existing vulnerabilities or absent backups.
• Ensure you have the right to supply all assets, data, and marks shared with us and that doing so does not infringe third-party rights.
• Notify us immediately of any suspected credential compromise or security incident touching our work.

4. Use of AI Agents & Automation

JTG deploys supervised AI agents, monitoring bots, and automation pipelines to accelerate research, QA, copy, and incident response. Every deliverable is reviewed by a human lead. You grant us permission to use AI tooling on your project provided we keep models private, redact sensitive data where practical, and meet the confidentiality obligations below.

5. Intellectual Property

• Upon full payment you receive a worldwide, perpetual, royalty-free license to the final deliverables created specifically for you.
• We retain ownership of pre-existing scripts, frameworks, internal utilities, and general know-how. Those components are licensed to you for use within the delivered solution.
• Unless your NDA prohibits it, we may reference the engagement in portfolios or case studies without disclosing sensitive data.

6. Confidentiality, Data & Security

Both parties agree to keep confidential information private and to use it solely for the project. Credentials must be transmitted using secure channels (1Password share, ProtonMail, encrypted ZIP, or comparable). Remote sessions may be recorded for audit and training; recordings remain confidential. We follow commercially reasonable safeguards but cannot guarantee absolute security of third-party platforms.

7. Acceptance, Warranty & Support

• Deliverables are deemed accepted 10 business days after handoff unless you submit a written defect list citing variances from the SOW.
• We warrant that deliverables will conform in all material respects to the SOW for 30 days after acceptance. Our sole obligation is to correct non-conformities or issue a service credit.
• Ongoing support, monitoring, or content updates require a separate retainer or maintenance plan.

8. Liability & Indemnity

Neither party is liable for indirect, incidental, punitive, or consequential damages. JTG’s total liability arising out of this Agreement will not exceed the fees actually paid to JTG for the project that gave rise to the claim. Each party will indemnify the other against third-party claims to the extent caused by that party’s breach of the Agreement or violation of law.

9. Term, Suspension & Termination

• Either party may terminate with 15 days’ written notice if the other materially breaches and fails to cure. We may suspend work for non-payment or abuse of staff.
• Upon termination you owe fees for work performed plus committed third-party costs. We will deliver work-in-progress files in a reasonable format once outstanding invoices are settled.

10. Governing Law & Disputes

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada. Disputes will first be escalated to senior leadership for mediation. If unresolved within 30 days, the parties agree to binding arbitration in Niagara Region, Ontario, conducted in English.

11. Updates

We may update these Terms from time to time. The version posted at the start of an SOW governs that engagement unless we mutually sign an amendment. Material changes will be communicated via email or client portal.