Revised Date:  September 15th, 2025

Entire Agreement & Supersession

This agreement constitutes the entire understanding between TALO Consulting Inc. and the Client. These Terms and Conditions supersede and replace any and all prior agreements, representations, warranties, or understandings – whether written or oral – regarding the services provided. Any previous versions of TALO Consulting Inc.’s Terms and Conditions are hereby rendered null and void. By continuing to use our services or making payment on an active invoice, the Client acknowledges that these current terms govern the professional relationship in its entirety.

1. Acceptance of Terms

By accessing or using the services provided by TALO Consulting Inc. (“TALO”), including but not limited to website development, digital marketing, AI integration, and business optimization, you agree to be bound by these Terms and Conditions. If you do not agree, please refrain from using our services.

2. Services Overview

TALO offers digital solutions including, but not limited to:

• Custom website design and development (Shopify, WooCommerce, etc.).
• SEO and performance optimization.
• Digital marketing strategy and execution.
• AI-enhanced content and business automation.
• Google Workspace implementation and support.

All services are subject to availability and may be modified or discontinued at our discretion.

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3. Payments & Billing

• All fees are quoted in CAD unless otherwise stated.
• Payment terms (deposits, milestones, or retainers) are outlined in individual service agreements or invoices.
• Late payments may incur interest charges or result in temporary service suspension.
• Project work officially begins only upon receipt of the initial deposit or full payment, as agreed.
• The Client is responsible for all recurring third-party licensing fees (e.g., premium plugins, API usage, or specialized software). TALO Consulting Inc. will notify the Client of these requirements, but failure to maintain these licenses may result in loss of site functionality, for which TALO is not liable.

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4. Deliverables & Timelines
We strive to meet all agreed-upon timelines; however, delays may occur due to unforeseen circumstances, third-party service outages, or client-side dependencies.

Upon ‘Go-Live’ or final delivery, the Client has a 14-day QA period to report any bugs or errors. Corrections requested after this period, or changes resulting from Client-side updates (e.g., updating plugins or CMS versions independently), will be billed at our standard hourly rate.”

4.1 Client Responsiveness: Timely feedback is essential to project success. If a client remains non-responsive to requests for information, approvals, or feedback for more than **14 consecutive business days**, TALO reserves the right, at its sole discretion, to place the project on hold or cancel it entirely.

4.2 Cancellation Policy: In the event of cancellation due to client non-responsiveness, all deposits paid to date are non-refundable, and any work completed beyond the deposit amount will be invoiced immediately.

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5. Intellectual Property

• All custom work created by TALO remains our intellectual property until full payment is received in center.
• Upon final payment, ownership of final deliverables transfers to the client, excluding third-party assets (e.g., stock images, licensed software, or proprietary AI models).
• TALO reserves the right to showcase completed work in our portfolio or marketing materials unless a specific Non-Disclosure Agreement (NDA) is in place.
• TALO reserves the right to place a small, unobtrusive credit link in the footer of the website (e.g., ‘Website by TALO Consulting’). This link may not be removed without written consent or a ‘White Label’ buyout fee.

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6. Revisions & Scope

• Project scopes include a defined number of revisions as stated in your initial proposal. Additional changes or “scope creep” outside the original agreement will incur extra fees.
• All feedback and revision requests must be provided in writing to ensure clarity and tracking.

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7. Post-Launch Support & Maintenance
Unless otherwise specified in a separate Maintenance Agreement, TALO’s responsibility for a project ends upon final delivery or website launch.

Any updates, security patches, plugin renewals, or bug fixes requested after the launch date will be subject to a separate quote or our current hourly rate.

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8. Third-Party Costs & Services
Clients are responsible for all third-party fees, including but not limited to: domain registration, web hosting, premium plugin licenses, e-commerce platform subscriptions (e.g., Shopify), and advertising spend (e.g., Google Ads).

TALO is not responsible for service interruptions, data loss, or price increases caused by these third-party providers.

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9. AI-Assisted Output & Liability
TALO utilizes Artificial Intelligence to enhance efficiency and data precision. While we perform human quality assurance on all deliverables, the Client is responsible for the final review and approval of all content.

TALO is not liable for inaccuracies, copyright nuances of AI-generated concepts, or changes in search engine algorithms that may affect AI-optimized content.

TALO provides hosting through third-party providers. While we strive for 99.9% uptime, we do not guarantee uninterrupted service. TALO is not responsible for loss of data or business revenue resulting from server outages, cyber-attacks, or third-party software vulnerabilities.

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10. Termination & Transfers

10.1 Notice: Either party may terminate services with 30 days’ written notice.

10.2 Final Deliverables: Upon termination and full payment of all outstanding invoices, TALO Consulting Inc. will provide the Client with the necessary credentials to access their website and domain.

10.3 Transfer-Out Fee: A one-time Transfer-Out Fee of $250.00 CAD applies to all requests to move website files, databases, or domains to a third-party host. This fee must be paid before any migration data or EPP/Auth codes are released.

10.4 Post-Termination Liability: Once a transfer is complete, TALO Consulting Inc. is absolved of all responsibility regarding site security, backups, and functionality.

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11. Governing Law
These Terms & Conditions shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada.

Any legal proceedings arising from these terms shall be conducted in the courts of  Brampton, Ontario.

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12. Contact Information
For questions regarding these terms, please contact:

TALO Consulting Inc.

Email: legal@taloconsulting.com

Address: 43 Supino Crescent, Brampton, ON L6P 1X3