Last Updated: June 16th, 2025
This Agreement governs all work provided by A Better Way Technology Group ("Service Provider") for a Client.
This Agreement establishes the general terms and conditions governing the provision of Technical Support, Software Development, Web Traffic Growth and Brand Support services by the Service Provider. Detailed service specifications, deliverables, timelines, and pricing for each engagement will be documented in separate Product-Specific Agreements ("PSAs"). All verbal commitments, proposals, or representations made during negotiations must be documented in writing within the applicable PSA or invoice to be considered binding obligations. Services not explicitly documented in a signed PSA or invoice are excluded from the scope of work.
The Service Provider operates in an advisory and support capacity, providing technical expertise and professional recommendations. The Client retains full responsibility for strategic direction, business decisions, and operational management. The Service Provider does not assume management authority or decision-making responsibility for the Client's business operations, and this Agreement does not create an agency, partnership, or employment relationship between the parties.
Timely completion of services depends on active Client participation. The Client agrees to:
Project timelines and delivery dates are contingent upon timely Client input and approvals. Delays in Client responses, feedback, or approvals exceeding the timeframes specified in subsection (c) may result in:
Not all Client requests may be accepted for completion. All service requests are subject to the Service Provider's review for:
In circumstances that could materially benefit or protect the Client's interests, the Service Provider may take necessary actions without prior approval, provided:
The Service Provider may, from time to time, make updates or changes to these standard terms, policies, or this Agreement (collectively, “Amended Terms”). However, where such Amended Terms are introduced during an active term of any Product-Specific Agreement, they shall not be binding on the Client until the commencement of the next renewal term, unless expressly agreed in writing by the Client. In the event of any conflict between the original terms applicable at the commencement of the current term and any Amended Terms introduced thereafter, the interpretation most favourable to the Client shall prevail for the duration of the current term. Any material changes intended to apply beyond the current term shall take effect upon the next signed Product-Specific Agreement or upon annual renewal.
This Agreement becomes effective upon service delivery or upon execution by both parties of any Product-Specific Agreements and continues indefinitely until terminated in accordance with the provisions herein. Either party may terminate this Agreement by providing thirty (30) days' written notice to the other party.
Either party may terminate this Agreement immediately upon written notice (including email) if the other party:
Upon termination of this Agreement:
If no Product-Specific Agreements remains active for six (6) consecutive months, this Agreement will automatically terminate unless both parties agree in writing to maintain the relationship. The Service Provider will provide thirty (30) days' written notice before such automatic termination takes effect.
Unless otherwise specified in the applicable Product-Specific Agreements, services are provided on a prepaid basis. For non-annual payment plans, the service period is for the full annual term. The Client may terminate midterm within a payment plan specified in the PSA, with the Client receiving redacted services for the course of the term.
Services will commence upon receipt of the initial payment as specified in the Product-Specific Agreements. If payment is received more than fifteen (15) days after the agreed start date, project timelines will be adjusted accordingly, and the Service Provider may reallocate resources to other projects. The Client will be notified in writing of any timeline adjustments.
Payments more than one (1) day overdue may result in:
Late payments within a payment plan outlined in a Product-Specific Agreement are subject to 3(a) and thus exempt from full-suspension.
For post-paid services not payment plans, payments more than fifteen (15) days overdue may incur:
The Service Provider reserves the right to suspend or redacted services immediately if:
Services will resume within five (5) business days of resolution.
Services can be paid with alternative method(s), provided:
Changes that fall within the general scope and budget parameters of the active Product-Specific Agreement may be accommodated without formal amendment. Such changes must be:
Changes that significantly alter scope, budget, timeline, or deliverables require a formal amendment or new Product-Specific Agreement. Major changes include:
If either party believes the scope of requested changes exceeds the bounds of fair use or the spirit of the Agreement:
All approved changes must be documented with:
Invoice memo notes may be used by the Service Provider to formally document amendments to an existing Product-Specific Agreement or to establish a new service. These notes carry the same binding authority as any signed agreement and become effective once the Client makes the agreed-upon payment(s), provided the following conditions are met:
In cases where ambiguity or disputes arise regarding scope or deliverables, the Service Provider may issue a Clarification Agreement to formally define or clarify the terms. This agreement becomes binding once signed by the Service Provider. Any objections or disputes raised by the Client must be submitted in writing within thirty (30) days of issuance, or the Clarification Agreement shall be deemed accepted in full.
Both parties acknowledge that they may have access to confidential and proprietary information belonging to the other party. "Confidential Information" includes, but is not limited to:
Each party agrees to:
Confidential Information may be disclosed only:
The Service Provider may:
The Client may provide testimonials and referrals but agrees to:
For services under the applicable Product-Specific Agreements, the Client may have assets “held in trust” by the Service Provider, including but not limited to:
The Service Provider will ensure that:
Client-owned assets will not be:
If asset transfer is delayed due to technical limitations, platform restrictions, or third-party requirements:
All intellectual property, content, data, and materials provided by the Client remain the exclusive property of the Client. The Client grants the Service Provider a limited, non-exclusive license to use such materials solely for the purpose of providing services under this Agreement.
For custom deliverables created specifically for the Client:
The Service Provider retains ownership of:
For intellectual property developed jointly or incorporating both parties' contributions:
Both parties acknowledge that services may incorporate third-party intellectual property subject to separate licensing terms. Each party is responsible for obtaining necessary licenses for third-party IP they provide or require for the engagement.
Each party will indemnify the other against claims that their contributed materials or pre-existing IP infringe upon third-party intellectual property rights, provided the other party provides prompt notice of such claims and reasonable cooperation in defense.
The Service Provider warrants that all services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards for similar services. All work will be completed within the scope and specifications outlined in the applicable Product-Specific Agreement.
The Service Provider makes no warranties or representations regarding the performance, reliability, availability, or security of third-party platforms, software, hosting services, or systems. The Service Provider shall not be liable for any delays, interruptions, data loss, or service failures caused by third-party providers, including but not limited to web hosting services, cloud platforms, payment processors, or software applications not directly controlled by the Service Provider.
The Client acknowledges and agrees that they are solely responsible for the implementation, use, and integration of all services, recommendations, and deliverables within their business operations. The Service Provider shall not be liable for any losses, damages, business interruptions, or adverse outcomes resulting from:
The Client is required to maintain appropriate insurance coverage when the scope of liability falls outside the Service Provider’s responsibilities as outlined in the applicable PSA. This may include cybersecurity insurance if the nature, size, or scope of services reasonably warrants such coverage.
Cybersecurity insurance is warranted for Clients who:
For Clients or engagements with minimal risk exposure, the Service Provider’s coverage may apply, provided the Client isn't directly negligent. The Client must provide proof of all required insurance coverage upon request. The Service Provider reserves the right to suspend services if adequate coverage is not maintained.
Except in cases of gross negligence, willful misconduct, or claims arising directly from the Service Provider’s limited scope of responsibility, the Service Provider’s total liability for any claims arising out of or related to this Agreement shall not exceed the total amount paid by the Client under the applicable PSA in the twelve (12) months preceding the claim.
The Service Provider maintains professional liability insurance and will cooperate with reasonable claims investigations. However, the Service Provider’s role is strictly advisory and supportive; it does not assume operational control or management responsibility for the Client’s business operations.
The Client is solely responsible for implementing and maintaining appropriate security measures for all systems, accounts, and data within their control. While the Service Provider may provide security assistance and best practices guidance, the Client must:
The Service Provider assumes no responsibility for security breaches, data loss, or unauthorized access resulting from the Client's security practices or failures
Each party warrants that:
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE SERVICE PROVIDER DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR WILL MEET THE CLIENT'S SPECIFIC BUSINESS OBJECTIVES
The Client agrees to provide timely, accurate, and complete information reasonably necessary for the Service Provider to perform the agreed services. This includes:
The Client will designate a primary representative with authority to:
Changes to the designated representative must be communicated in writing.
The Client warrants that all materials, data, content, and assets provided to the Service Provider are:
The Client agrees to respect the boundaries, limitations, and parameters established in the applicable PSA to ensure efficient service delivery. Requests outside the agreed scope may:
If the Client fails to provide required access, information, or cooperation that prevents successful service delivery:
The Client acknowledges and consents to the independent action procedures outlined in Section 1(f). The Client may withdraw this consent at any time by providing written notice, after which all actions will require prior approval.
Support services are provided through various methods:
Standard support is available Monday through Friday, 9:00 AM to 5:00 PM Mountain Time, excluding statutory holidays. Different hours may be specified in individual PSAs. Response times and availability commitments apply only during designated business hours.
Emergency support outside standard business hours may be available, subject to:
Work requests are subject to the scope, budget, and resource limitations defined in the applicable PSA. Requests outside these parameters:
To ensure proper tracking and response guarantees:
Requests through secondary channels will be addressed on a best-effort basis, as they are not tracked for quality control.
The Service Provider will classify work requests based on:
Clients may discuss task classifications, and reasonable feedback will be considered. Final task management decisions rest with the Service Provider to ensure fair resource allocation across all clients.
A Task is a discrete support action that produces a tangible result and is used for internal tracking purposes. Tasks typically require 20 minutes or less to complete and are designed to cover the majority of routine client requests. Deductions of more than one Task credit are generally reserved for special circumstances, unless otherwise specified.
AJob refers to any service request that exceeds the typical time or complexity limits of a standard support Task. Jobs are used to capture and manage more involved work items that require extended focus, coordination, or execution. Examples of Jobs include:
Jobs are an alternative internal tracking measure for specific clients whose support needs are consistently more complex in nature. In such cases, Tasks may be converted into Jobs to better reflect the scope and depth of the work being performed. This conversion allows for clearer expectations, smoother delivery, and more accurate planning—especially when supporting clients with highly customized or evolving service requirements.
Each Job is billed at a flat rate of 5 Task credits.
Work falling outside the standard Task or Job structure may be performed on an hourly basis. Hourly work must be:
If the Client's available Task credits are nearly depleted before the end of the agreed service term:
The Service Provider at their discretion may provide additional complimentary Tasks to honour the spirit of "unlimited usage" when the Client's needs remain within the original scope and intent of services.
Task credits are transferable while active but do not roll over beyond the end of all active PSAs unless a new PSA is signed within three (3) months of the term’s end. Rollover may also be granted at the Service Provider’s discretion, taking into account factors such as the length of the client relationship, the size of the remaining balance, and the overall engagement history.
Alternatively, unused credits may be converted into price reductions on future PSAs, subject to mutual agreement.
References to "Unlimited*" refers to the intended subjective experience of unrestricted support and responsiveness. However, all services are subject to fair use principles to ensure quality, availability, and reasonable workloads for all clients. The Provider reserves the right to manage usage in a way that maintains service integrity, including prioritizing tasks, setting reasonable limits, or proposing alternative solutions if use consistently exceeds standard expectations.
Tracking Tasks & Jobs, allows there to be a quantitative measure of the work performed reflecting a fair estimate of fair use under the scope of the original estimate.
The Client acknowledges that delivery of the Services may rely on certain third-party tools, platforms, or resources that require third-party payment by the Service Provider. In the event that the Service Provider is restricted or suspended, the Service Provider reserves the right to temporarily restrict or suspend the affected portion of the Services. In such cases, the Service Provider shall provide the Client with at least five (5) business days’ written notice (where possible) outlining the nature of the impacted services, the expected duration of suspension, and the steps being taken to resume normal service. The Service Provider shall make commercially reasonable efforts to restore services as quickly as possible and shall not be liable for any delays or interruptions resulting solely from such temporary suspension, provided that notice and mitigation steps are properly followed. Service credit will be awarded as compensation to remedy any negative impacts.
Both parties agree to make good faith efforts to resolve any disputes through direct communication and negotiation before pursuing formal procedures. This includes:
If informal resolution is unsuccessful within ninety (90) days of written notice of the dispute:
Each party will bear their own legal costs and fees unless otherwise awarded by the arbitrator or court. The prevailing party in disputes involving clear breach of contract may be awarded reasonable legal fees and costs.
This Agreement is governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law principles.
The parties submit to the exclusive jurisdiction of the courts of Alberta for any legal proceedings related to this Agreement.
This Agreement, together with all executed PSAs and written amendments, constitutes the complete and exclusive agreement between the parties concerning the subject matter hereof. This Agreement supersedes all prior negotiations, representations, or agreements relating to the subject matter.
This Agreement may be amended only by a written and confirmed instrument. Verbal modifications are not binding, though documented verbal agreements may be considered as evidence of intent in dispute resolution proceedings.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be replaced with a valid provision that most closely reflects the original intent.
Neither party will be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to acts of God, government actions, war, terrorism, pandemic, or infrastructure failures.
Neither party may assign this Agreement without the prior written consent of the other party, except that the Service Provider may assign this Agreement to an affiliated entity or in connection with the sale of substantially all of its assets.
All formal notices required under this Agreement to the Service Provider must be in writing and delivered by email ([email protected]) or registered mail to the address:
A Better Way Technology GroupAll formal notices required under this Agreement to the Client will be delivered by email to the email address listed on the Product-Specific Agreement and/or invoice.
