1. Agreement to Terms​

By accessing, engaging with, or utilizing the advertising and related services provided by Advibe Digital Inc (referred to herein as "the Company," "we," "us," or "our"), including but not limited to strategy, creative development, media planning, and campaign management (collectively, the "Services"), you, the client ("Client," "you," or "your", "Customer"), agree to be bound by these Terms and Conditions ("T&Cs"). If you do not agree with these T&Cs, you are prohibited from using our Services.

 

2. Scope of Services and Engagement​

• 2.1 Specific Services: The precise details of the Services to be provided, the project scope, key deliverables, timelines, and associated fees will be documented in a separate, formal Proposal, Contract, Service Agreement, or Statement of Work (SOW). Once executed by both parties, the SOW shall be considered part of, and governed by, these T&Cs.

• 2.2 Client Responsibilities: The Client is responsible for providing all requested materials, access, content, approvals, and timely decisions necessary for the Company to perform the Services. Any delays in performance caused by the Client's failure to cooperate may result in revised timelines and potential additional charges.

• 2.3 Adjustments to Scope: Any request to alter the scope of work defined in the SOW must be submitted in writing. The Company will issue a revised proposal detailing changes to timelines, fees, and deliverables, which must be mutually agreed upon in writing before any changes take effect.

 

3. Financial Terms and Payment​

• 3.1 Fees and Invoicing: The Client agrees to pay the Company the professional fees detailed in the SOW. Invoices are due and payable within agreed timeframe during contract signing of the invoice date.

• 3.2 Taxes: All fees are exclusive of applicable Canadian taxes, including but not limited to Goods and Services Tax (GST), Harmonized Sales Tax (HST), and Provincial Sales Tax (PST), which will be added to invoices as required by Canadian and British Columbia law.

• 3.3 Late Payments: Overdue accounts will be subject to a late payment charge calculated at [e.g., 2.5% per month, or 15% per annum or agreed percentage or amount as per contract] on the outstanding balance, or the maximum rate permitted by law. The Company reserves the right to suspend all Services until all overdue amounts are paid in full.

• 3.4 Media and Third-Party Costs: Any costs related to media placement, platform fees, or other third-party vendor charges are generally invoiced separately or paid directly by the Client, as outlined in the SOW.
   

4. Intellectual Property and Licensing​

• 4.1 Client Materials: The Client represents and warrants that they own, or possess valid licenses for, all trademarks, copyrighted materials, data, and content provided to the Company ("Client Materials"). The Client grants the Company a limited, non-exclusive license to use the Client Materials solely for the purpose of executing the Services.

• 4.2 Work Product Ownership: Upon the Company's receipt of full and final payment for the Services, the Company assigns to the Client all intellectual property rights in the final, approved, custom-created advertising creative and deliverables ("Work Product") specifically identified in the SOW.

• 4.3 Company IP Retention: Notwithstanding the above, the Company retains all intellectual property rights in its proprietary methodologies, tools, pre-existing templates, underlying software, and general know-how used to deliver the Services.

 

5. Confidentiality

Both the Company and the Client agree to treat all business, financial, technical, or marketing information of the other party that is designated as confidential, or that reasonably should be considered confidential, with the utmost care. This information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law.

 

6. Disclaimer of Warranties and Limitation of Liability​

• 6.1 No Performance Guarantee: The Client acknowledges that advertising results, including return on investment, market response, and lead generation, are dependent on numerous factors beyond the Company's control. The Company makes no express or implied warranty or guarantee regarding the volume of sales, leads, or specific business outcomes resulting from the Services.

• 6.2 "As Is" Basis: The Services are provided on an "as is" and "as available" basis. The Company explicitly disclaims all warranties, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose.

• 6.3 Limitation of Liability: In no event shall the Company be liable for any indirect, incidental, special, punitive, or consequential damages (including loss of profits, data, or business opportunity, etc.) arising out of or related to these T&Cs or the Services. The Company's total cumulative liability to the Client shall be limited to the total fees paid by the Client to the Company under the specific SOW from which the claim arose, during the three (3) months immediately preceding the date the claim arose.

 

7. Termination​

• 7.1 Termination Notice: Either party may terminate any service or SOW by providing written notice over email to the other party

• 7.2 Payment Upon Termination: Upon termination, the Client shall immediately pay the Company for all Services performed, expenses incurred, and any non-cancellable third-party commitments made up to the effective date of termination.

 

8. General Provisions​

• 8.1 Governing Law and Jurisdiction: These T&Cs shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts of British Columbia, located in Langley, for the purpose of any lawsuit or legal action arising out of or relating to these T&Cs or the Services.

• 8.2 Assignment: The Client may not assign or transfer its rights or obligations under these T&Cs without the Company’s prior written consent.

• 8.3 Severability: If any provision of these T&Cs is deemed unlawful, void, or unenforceable, that provision shall be severed from the T&Cs, and the remaining provisions shall remain in full force and effect.

 

9. Contact Information​

For any questions regarding these Terms and Conditions, please contact us at: "Advibe Digital Inc.", email: support@advibedigi.com, call: 778-316-9870