Conditions of service

SEO Services

1. General 1.1. In these Product Terms, these words have the following defined meaning: Google Adwords means the online advertising product of the Supplier, Google. Google Analytics means the website data service offered by the Supplier, Google. Search Engine Optimisation or “SEO” means the tools and techniques aimed at improving the search ranking of Clients Website and relevant traffic on the keywords selected and/or close variations of these phrases, and include search engine marketing techniques. Other capitalised terms have the same meaning as in the General Terms and Conditions, unless otherwise stated.
2. Product Services 2.1. For this Product, the Service consists of SEO services. 

2.2. This Service may include a Campaign Setup Fee (the cost of setting up the SEO services), the Campaign Fee (the cost of the SEO services, and the conversion tracking technology) and the Campaign Management Fee (cost of Service management and reporting) as set out in the Cover Sheet. 

2.3. Creative Toro may use a Supplier for providing some or all of the Services. Where relevant, Creative Toro will notify Client, and Client is responsible for ensuring they are complying with the most recent version of the Supplier terms.

3. SEO services 3.1. Client will: 

3.1.1. authorise Creative Toro and its Suppliers to Submit Client Website pages being promoted to search engines and directories; 

3.1.2. authorise Creative Toro to optimise the structure and content of Client’s Website pages. Such changes generally have a minimal visual impact, and Creative Toro will work directly with Client in order to maintain the original look and feel of Client Website; 

3.1.3. provide Creative Toro with log-on information (username and password) so Creative Toro can gain FTP access to the Client Website; 

3.1.4. allow implementation of all optimisation strategies on Client Website; 

3.1.5. inform webmasters or anyone else who has access to the Client Website that Creative Toro are performing the SEO Services on the Website; and 

3.1.6. ensure Client Website is always active and accessible.
3.2. Creative Toro may change at any time key-words used in a SEO campaign at any time without giving you notice. 

3.3. Client agrees and acknowledges that the Service may be detrimentally affected if Client has:

3.3.1. employed the services of another SEO provider, or any other related services to work on the Client Website during the same period or previously/in the past;

3.3.2. employed the services of a search engine submission company during the same period; 

3.3.3. created any duplicate sites, duplicate content or pages, redirects or doorway pages; 

3.3.4. requested or exchanged links with link farms or undertaken any spamming techniques which may harm the Client Website; or 

3.3.5. attempted to use any other techniques, whether allowed by Google or other Suppliers or not, to attempt to increase the SEO ranking of the site.
3.4. Creative Toro makes no warranty or representation: 

3.4.1. as to the position your advertisement is placed on a search result page, or the frequency and time of day that your advertisement is displayed; 

3.4.2. for any specific result on any search engine; 

3.4.3. as to the quantity or quality of increased traffic or sales to Client Website; or 

3.4.4. as to Client Website’s ranking. In particular, Client acknowledges that the search engines change their ranking algorithms on a regular basis and new sites and competitor sites may be being optimised and submitted continually.
3.5. While Google’s results are displayed on other search engines, Creative Toro Services are aimed at increasing visibility and boosting traffic from Google. Google does change its algorithm and Creative Toro are not responsible for the client’s rankings due to this algorithm change. Creative Toro will endeavour to maintain clients Google rankings, but the client acknowledges that Creative Toro is not liable for any loss of business due to ranking fluctuations caused by Google algorithm changes. Plus if client has had any previous SEO work carried out on their website by another SEO company, Creative Toro is not responsible for the client’s ranking fluctuations that may have been caused by this previous SEO work.
3.6. Client acknowledges and agrees that: 

3.6.1. the information available on or through Client Website following application of the Services is not reviewed, controlled or examined by Creative Toro in any way before it appears on Client’s Website; 

3.6.2. Creative Toro does not endorse, verify or otherwise certify the contents of any such information;

3.6.3. Client remains at all times legally responsible for the content of Client Websites (including in connection with infringement of intellectual property rights of any other party).
3.7. Client acknowledges and agrees that the number of new visits to Client Website may be affected if: 

3.7.1. Supplier discontinues or changes its product in such a way as to make the Service redundant; 

3.7.2. Client Website is offline for a period of 14 days or more; 

3.7.3. there has been a break in the Service due to non-compliance with this Agreement; and/or 

3.7.4. Client has not supplied Creative Toro with sufficient information to have Client’s listings published within 14 days of signing the Agreement.
3.8. Creative Toro does not warrant or guarantee that: 

3.8.1. any information available on or through Creative Toro will be free of infection by viruses, worms, trojan horses or anything else manifesting contaminating or destructive properties;

3.8.2. that the functions or services performed by Creative Toro or a Supplier will be uninterrupted or error-free, or that defects in Services will be corrected.
3.9. Client remains responsible for the ongoing security and integrity of their own software, website, networks and systems. Creative toro is not the webmaster/Administrator of the client's website.
3.10. Client agrees to pay Creative Toro the Product Fees as set out in the Quote. If the client wishes to terminate the SEO services as provided by Creative Toro, this must be done in writing and 60 days notice is required. All links remain the intellectual property of Creative Toro and can be removed at the sole discretion of Creative Toro at the end of the campaign. No refunds at any circumstances will be provided by Creative Toro at any point in time for any SEO work carried out. The client does not own any of the links created for the SEO campaign.
3.11 In an event where Google performs an algorithm update, this may delay search result ranking. Creative Toro always performs a thorough evaluation of the client’s website after every Google algorithm update to make sure that the clients website still complies with the latest changes. A recommendation will be provided by Creative Toro to the client if the clients site is found not in compliance to the latest Google algorithm changes and this recommendation will be implemented within the next 14 days.
3.12 Creative Toro will not be held responsible for any un-ethical SEO methods performed by client’s previous SEO service provider. Creative Toro however, will do what it can to assist the client in rectifying un-ethical SEO methods implemented by previous SEO service provider as best as they can.
3.13 Cancellation of SEO services must be in writing and 60 days notice is required.
4. Reporting

 4.1. Client will be given reports on a monthly basis detailing Client Website rankings. 4.2 Client acknowledges that they must give 60 days notice in writing if they wish to terminate the SEO service provided by Creative Toro. Client acknowledges that they must pay for monthly SEO service in advance before any work can be carried out. Client acknowledges that rankings may suffer if SEO payments are not paid promptly when invoiced, as Creative Toro will only implement SEO when paid. Creative Toro DOES NOT have to provide proof of any link building activity and does not have to show the client any of the links that they have built.

web design

Reservation of Rights:
All rights not expressly granted in the work order are retained by Creative Toro. Any use additional to that expressly granted in the work order requires arrangement for payment of a separate fee.
Revisions may be made only by Creative Toro at the Preliminary Design phase. Additional fees will be charged for revisions made after 2 preliminary design revisions, and for additions to project scope.
Payment Schedule:
Fifty percent (50%) upon project commencement, remaining upon project completion.
Payment Terms:
Payment due Net Fifteen days (15) days from issuance of invoice. A one and one half (1.5%) monthly service charge will be billed against late payments. Grant of copyright is conditioned upon receipt of final payment, and upon Client's compliance with the terms of this agreement.
Cancellation Fees:
In the event of Cancellation, Creative Toro will be compensated for services performed through the date of cancellation in the amount of a prorated portion of the fees due. Upon cancellation all rights to the website revert to Creative Toro and all original art must be returned, including sketches, comps, or other preliminary materials.
Credits and Promotion:
A credit line suitable to the design of the pages will be used. Client agrees to pay an additional fifty percent (50%) of the total fee, excluding expenses, for failure to include credit line. Creative Toro reserves the right to include screen shots of the completed work in his portfolio.
Preliminary Works:
Creative Toro retains all rights in and to all Preliminary Designs. Client shall return all Preliminary Designs to Creative Toro within thirty (30) days of completion of the project and all rights in and to any Preliminary Designs shall remain the exclusive property of Creative Toro.
Rush work fees
Creative Toro will charge CAD$90 for rush work, previously agreed in written or verbally with client.
Permissions and Releases:
The Client agrees to indemnify and hold Creative Toro harmless against any and all claims, costs, and expenses, including attorney's fees, due to materials included in the Design at the request of the Client for which no copyright permission or privacy release was requested, or for which uses exceed the uses allowed pursuant to a permission or release.
This Agreement shall be binding upon the parties, their heirs, successors, assigns, and personal representatives. This Agreement constitutes the entire understanding of the parties. Its terms can be modified only by a writing signed by both parties, except that the Client may authorize expenses or revisions orally. Any dispute arising out of this agreement will be resolved by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the Canadian Arbitration Association. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions. This Agreement shall be governed by the laws of the Province of Ontario and courts of such Province shall have exclusive jurisdiction and venue.

Video Edition

Accepting Orders:
Orders Subject to Approval. A Request for Service is not automatically approved, and IS NOT A GUARANTEE of price or availability. All Requests for Service (i.e., online orders) must be manually reviewed, and may only be accepted by our personnel. Once a Request for Service has been approved, we will issue an invoice accordingly, and accept your order ONLY upon 50% full payment.

Refusing Online Orders:
We reserve the right to deny any "Request for Service" made through email for any reason. You understand that due to market conditions, namely supply and demand constraints on the availability of our service, we may waitlist your order.

Automatic Price Estimations:
Creative Toro provides pricing estimates online for the convenience of its customers. However, due to the nature of computers and complexity of video edition, automated pricing estimates provided by our website may not reflect the appropriate or relevant pricing for your specific project. Therefore you acknowledge, that based on technical limitations of our website, that pricing listed on our website is, at best, an approximation — and that ONLINE PRICING SHOULD BE NOT BE CONSIDERED A QUOTE, AN ESTIMATE, OR A GUARANTEE.

Pricing Errors:
Computing Errors. While Creative Toro strives to offer accurate online pricing, you acknowledge that both computer and human errors occur in the automatic computation, and static display, of online pricing. WE RESERVE THE RIGHT TO REJECT ANY REQUESTS DUE TO PRICING ERRORS. Only a real person, representating Creative Toro, can offer binding quotes and estimates. Geographic Limitations. Creative Toro is a Toronto-based company. Generally, we accept orders up to (approx.) 100 miles away from our base of operations. However, we reserve the right to reject any order for a geographic area that would be too cumbersome, difficult, unsafe or unprofitable to serve.

Revisions may be made only by Creative Toro at the Preliminary Design phase. Additional fees will be charged for revisions made after 4 preliminary design revisions, and for additions to project scope.

Payment Policies:
No Reservations. Availability is on a "first come, first served" basis, and should never be assumed otherwise. No reservations or promises are made unless an order (invoice) has been paid in full.

Non Payment/Partial Payment:
For an order to be accepted, i.e., "Reserved", by our system, it must be fully paid upfront. Orders not paid 100% full prior to editing will not be fulfilled.
Split Payments. A split payment plan is only available upon request and authorized by Creative Toro’s Creative director.

Payment Plans:
Orders over $5,000.00 CAD may qualify for special payment terms.

Schedule Changes:
All schedule changes, however small, are subject to a $59.00 CAD schedule change fee. Please know, that schedule changes may be incompatible with our availability — in which case our normal cancellation policy applies.
All cancellations must be made at least 14 days prior to editing, any cancellation thereafter will be considered a forfeiture of the full amount.
Cancellation Fee:
All orders are immediately 50% non-refundable. By contracting Services from Creative Toro, we reserve equipment, videographers and other resources for your event or video production/edition and reduce our availability for other customers. There is a 100% cancellation fee when cancelling within 14 days of the film/edition date.
Upon Arrival:
Once our videographers arrive to your specified location, at your specified time, your order cannot be cancelled, shortened, or refunded in whole or in part. Refunds. Services are not refundable once performed. We are only able to refund 50% of the order total when (A) services have not yet been performed AND (B) your order has been cancelled with at least 14 day advance notice of the scheduled film/edition date. Please note, we reserve our resources for accepted / paid orders, and actively refuse other customer orders during reserved times. This policy prevents overbooking.
Acts of God:
Creative Toro may terminate this Agreement and suspend fulfillment of all Services, in whole or in part, in the event of acts of God beyond our control, including war, government regulation, terrorism, natural disasters, strikes, civil disorder, curtailment of transportation, or similar emergency beyond our control, making it impossible, illegal, or commercially inadvisable, or which materially affects our ability to perform our obligations under this Agreement in whole or in part. We may terminate this Agreement, cancel any order, or suspend Services without liability for any one or more of such occurrences listed above or similar, upon notice to you within ten (10) days of such occurrence.


The terms of this Agreement expires Thirty (30) days after being submitted to Client. If this Agreement expires, Creative Toro may modify the Agreement and resubmit it to Client.
Client agrees to pay Creative Toro the fees listed in the Project Proposal, including all taxes. Client will pay Creative Toro expenses, including but not limited to: (a) Incidental and out-of-pocket expenses at cost plus Creative Toros standard markup of fifteen percent (15%); (b) Milage reimbursement, other than normal commuting, at fifty-five (0.55) cents per mile; (c)Travel expenses, other than normal commuting, but including airfare and rental vehicles, with client approval. Pricing in the Project Proposal includes only Creative Toro fees. Any other costs, such as hosting, art licensing or photography, will be billed to Client.
Payment is due when Creative Toro completes each milestone as listed in the Work Plan and Milestones schedule, and Client accepts the Deliverables for that milestone. All invoices are payable within fifteen (15) days of receipt. Invoices shall list any expenses and additional costs as separate items.
A monthly service fee of 1.5 percent, or the maximum allowed by law, is payable on all overdue balances. All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.
If Client wants to change the Scope of Work after acceptance of this Agreement, Client shall send Creative Toro a written Change Order describing the requested changes in detail. Within ten (10) days of receiving a Change Order, Creative Toro will respond with a statement proposing Creative Toros availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. Creative Toro will evaluate each Change Order at its standard rate and charges. Client will be billed on a time and materials basis at Creative Toros hourly rate of forty ($40) dollars per hour. Such charges shall be in addition to all other amount payable under this Agreement, despite any maximum budget, contract price or final price identified. Creative Toro may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes. Client will have ten (10) days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Creative Toro will not be obligated to perform any services beyond those in the original Agreement.
Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables. Any delay caused be conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics.
Client shall, within five (5) business days after receiving each Deliverable, notify Creative Toro in writing of any failure to comply with the specification of the Project Proposal or of any other objections, corrections or changes required. Creative Toro shall, within five (5) business days of receiving Clients notification, correct and submit a revised Deliverable to Client. Client shall, within five (5) business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If after three (3) corrections by Creative Toro, Client finds the Deliverables are not acceptable, Client may terminate this agreement subject to the termination clauses of this Agreement. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement.
Creative Toro shall be entitled to place accreditation, as a hyperlink, in the form, size and location as incorporated by Creative Toro in the Deliverables on each page of the Final Deliverables. Creative Toro retains the right to reproduce, publish and display the Deliverables in Creative Toro’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.
Creative Toro is an independent contractor. Creative Toro shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Creative Toro and the work product or Deliverables prepared by Creative Toro shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
Client represents and warrants to Creative Toro that to the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party. Creative Toro represents and warranty to Client that to the best of Creative Toro’s knowledge, the Deliverables will not violate the rights of any third parties. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, CREATIVE TORO MAKES NO WARRANTIES WHATSOEVER. CREATIVE TORO EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.
Client shall indemnify Creative Toro from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party due to materials included in Deliverables at the request of the Client.
This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated. Either party may terminate this agreement at any time, on thirty (30) days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that thirty (30) day period. Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it. In the event of termination, Client shall pay Creative Toro for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.
Creative Toro grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to Client are for use of the Final Deliverables in its original form only. Client may not change, create derivative works or extract portions of the Final Deliverables.
Creative Toro retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Creative Toro within thirty (30) days of completion of the Services. All Creative Toro Tools are and shall remain the exclusive property of Creative Toro. Creative Toro grants Client a nonexclusive, nontransferable, perpetual, worldwide license to use the Creative Toro Tools solely to the extent necessary with the Final Deliverables for the Project.
During the first three (3) months following expiration of this Agreement, Creative Toro shall provide up to two (2) hours of Support Services at no additional cost to Client. Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies. Requests for additional support will be billed on a time and materials basis at Creative Toro’s standard rate. The services in the Warranty Period and do not include enhancements to the Project or other services outside the scope of the Proposal.
Alteration of any Deliverable is prohibited without the express permission of Creative Toro. Creative Toro will be given the first opportunity to make the required alterations. Unauthorized alterations shall constitute additional use and will be billed accordingly.
Parties agree to attempt to resolve any dispute by negotiation between the parties. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties. The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.
Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach. All notices under this Agreement shall be given in writing either by: (a) Fax or Email, with return confirmation of receipt; (b) Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email or fax, on confirmation of receipt. Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party. This Agreement shall be governed by the law of the Province of Ontario. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law. Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect. This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.

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