1. Definitions and Introduction

1.1. Definitions

"Terms" means these Terms and Conditions, as may be amended from time to time in accordance with Section 14.

“Services” refers to the CRM platform, AI Receptionist, AI chatbot, and/or any related features as outlined in this Agreement and its Schedules.

"Client Deliverables" means any tangible site-building digital assets created by The Foundation on behalf of the Client, including but not limited to websites, landing pages, funnels, forms, surveys, e-commerce stores, and associated domains.

"Marketing Deliverables" means any tangible non site-building digital assets created by The Foundation on behalf of the Client, including but not limited to Google Ads, search-engine optimization (SEO), social media content creation & ads, pay-per-click (PPC) campaigns, and email and/or SMS marketing campaigns.

"Service Agreement" means the legal document signed by you and The Foundation Digital Marketing Agency Inc. that outlines the payment structure, scope of work, terms of the agreement, rights and remedies of both parties, and any additional information explicitly added to the Schedule A.

"Initial Payment" means the upfront payment required under Section 3 to commence performance of the Services, whether structured as a one-time project fee, a deposit toward a fixed-scope engagement, or a setup fee preceding a subscription-based engagement.

"Invoice" and "invoiced" means a written notice of amount owed, whether delivered as a formal invoice document or as an electronic payment link that discloses the amount due, applicable recurring charges, and any applicable taxes or fees.

"Effective Date" means the date of the last signature affixed to this Agreement by either party.

1.2 Introduction
These Terms and Conditions govern your engagement with The Foundation Digital Marketing Agency Inc. ("The Foundation," "we," "us," or "our"), including all Services, Client Deliverables, and Marketing Deliverables. By engaging The Foundation, including through use of our CRM software platform or receipt of any Client Deliverables or Marketing Deliverables, you agree to be bound by these Terms.

2. Services

2.1 CRM Software Subscription

Our CRM software is a subscription-based client relationship platform designed to help business owners manage client communications, lead capture, email/SMS marketing, appointment booking, payment collection, social media scheduling, and Google review generation. The system is highly automated and designed to be ready to use with minimal configuration.

2.2 AI Receptionist & AI Chatbot Service

Our AI Receptionist and AI Chatbot are both a conversational artificial intelligence service designed to automate initial customer interactions, including but not limited to answering frequently asked questions, qualifying leads, scheduling appointments, and directing inquiries to the appropriate human resource or department. The service operates 24/7 based on the configuration and business hours you set, using a voice (AI Receptionist) and/or text-based (AI Chatbot) interface to interact with your clients.

2.2.1 Service Acknowledgment

You acknowledge and agree that the AI Receptionist and AI Chatbot are an automated system and not a human agent. While it is designed to be highly effective, it may not perfectly interpret or respond to every unique or complex human request. You are responsible for providiing factually-correct information needed for the AI's knowledge base, call and text flows, and settings to accurately reflect your business' services, hours, and policies.

2.2.2 Call & Text Monitoring and Call Recording

To maintain and improve service quality, we may monitor texts and calls, and record interactions between the AI Receptionist and your clients. You are responsible for ensuring your use of the service complies with all applicable laws regarding call recording and for informing your clients that their conversations may be monitored or recorded, typically through an introductory message.

2.2.3 Data Reliance and Integration

The AI Receptionist and AI Chatbot's ability to perform its functions (e.g., scheduling, answering questions) is dependent on the accuracy and availability of the data you provide or to which it is integrated (such as your calendar or CRM). We are not liable for errors or failures resulting from incorrect, outdated, or inaccessible data from integrated third-party systems.

2.2.4 Prohibited Use

You agree not to use the AI Receptionist and/or AI Chatbot for any unlawful, fraudulent, or abusive purpose. This includes, but is not limited to, transmitting defamatory, obscene, or harassing communications, or using the service to mislead or deceive the public.

2.3 Project-Based Deliverables

In addition to the Services described above, The Foundation may provide project-based work, including but not limited to Client Deliverables, and Marketing Deliverables. Client Deliverables and Marketing Deliverables may be provided on a one-time, fixed-scope basis, independent of any CRM or AI Receptionist subscription, and are governed by the applicable Service Agreement.

3. Subscription and Payment
3.1 Execution and Payment

No Services, Client Deliverables, or Marketing Deliverables will be provided, and no obligations to perform under a Service Agreement will commence, until (a) a Service Agreement has been signed by both parties, and (b) your Initial Payment has been received in full by The Foundation. Upon execution of a Service Agreement, you will be Invoiced for the Initial Payment set out therein, which is due within fourteen (14) days of the Effective Date. Where the Client has elected a subscription-based engagement, subscription billing will begin upon The Foundation's receipt of the Initial Payment in full, and will continue on a recurring basis thereafter as set out in your Service Agreement. Where the Client has engaged The Foundation for a one-time or project-based scope of work, any remaining balance shall be due in accordance with the payment schedule set out in the applicable Service Agreement.

3.1.1 Subscription With No Initial Payment

For greater certainty, where you have elected a subscription-based engagement and the Initial Payment is agreed at $0, references in this Section 3 to 'receipt of the Initial Payment in full' refer to completion of the invoicing process described above, and do not require any monetary payment.

3.1.2 Non-Payment Following Execution
If the Initial Payment is not received in full within fourteen (14) days of the Effective Date, the Service Agreement shall automatically terminate without further notice or action required by either party, and The Foundation shall have no obligation to perform any Services, Client Deliverables, or Marketing Deliverables. Termination under this Section shall not affect any rights or remedies of The Foundation that may have accrued prior to such termination.

3.2 Billing
Subscription fees shall be billed monthly or annually as set out in your Service Agreement. Payments are processed through Stripe, a secure third-party processor. Billing details are handled in accordance with Stripe's privacy and security protocols.

3.3 Initial Payment Amounts
The amount of the Initial Payment will depend on the nature and complexity of the engagement — whether a subscription setup fee, a one-time project fee, or a deposit toward a fixed-scope engagement — and will be agreed upon in writing prior to implementation. All Initial Payments are non-refundable under any circumstances.

3.4 No Refund Policy
All fees paid pursuant to an executed Service Agreement, including the Initial Payment and all subsequent subscription or project fees, are final once received by The Foundation. We do not offer refunds under any circumstances, except as may be required by applicable law.

3.5 Cancellation
You may cancel your subscription at any time by emailing [email protected]. Your account will remain active until the end of the current billing cycle. If your signed Service Agreement includes a fixed minimum commitment term, cancelling before that term expires will make all remaining fees for the balance of that term immediately due and payable in full.

3.6 Late Payment
Failure to make any payment when due — including the Initial Payment under Section 3.1.2, any recurring subscription fee, or any scheduled balance payment for project-based work — may result in immediate suspension of your use of our Services, and/or of the delivery of your Client Deliverables and Marketing Deliverables, at our discretion. During suspension, your access to the CRM (if applicable) and its data will be restricted. Continued non-payment beyond thirty (30) days may result in termination of your Service Agreement in accordance with Section 9 thereof.

4. Ownership and Intellectual Property
4.1 CRM Software

All intellectual property related to the CRM, including design, source code, features, branding, and user interface, remains the exclusive property of The Foundation. As a subscriber, you are granted a limited, non-exclusive, non-transferable license to use the software during the active subscription period.

5. Privacy and Data Protection

We collect and manage personal information in accordance with our Privacy Policy and applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA). We do not store payment data; billing is managed securely via Stripe. The Foundation is not liable for data handled by third-party providers.

6. Data Access and Portability

Prior to cancellation, clients may export the following from their CRM account:

-Contact lists

-Lead lists

-Calendar bookings

Please note that access to features such as hosted websites, email domains, and VoIP numbers will be revoked upon cancellation.

7. Support
Support is available during regular business hours: Monday to Friday, 8:00 AM – 4:00 PM (EST)

Support inquiries should be sent to [email protected]

8. Account Security and Responsibilities

Clients are responsible for maintaining the confidentiality of their account login credentials. You agree not to share your access credentials with unauthorized users or use the CRM platform for unlawful purposes, including but not limited to the transmission of spam, unauthorized marketing, or harmful content. You are fully responsible for all actions taken through your account, whether authorized by you or not.

9. Third-Party Services and Integrations

Our CRM platform may integrate with third-party services and platforms including, but not limited to, Google, Facebook, Twilio, and Stripe. Your use of any third-party service is governed by their respective terms of use and privacy policies. The Foundation is not responsible for any issues, damages, or data losses arising from your use of such third-party services.

10. Suspension and Termination by The Foundation

We reserve the right to suspend or terminate your access to the Services at any time, without prior notice, if we determine that you have breached these Terms, violated applicable laws, or posed a threat to the integrity, functionality, or reputation of the platform or its users.

11. Force Majeure

The Foundation shall not be held liable for any delay or failure to perform its obligations under these Terms due to events beyond its reasonable control, including but not limited to acts of God, pandemics, power outages, internet failures, labor disputes, government actions, or natural disasters.

12. Survival of Terms

Any provisions of these Terms which by their nature should survive termination shall remain in effect, including but not limited to provisions relating to intellectual property, limitations of liability, governing law, and indemnification.

13. Entire Agreement and Severability

These Terms, together with the Privacy Policy and your Service Agreement, constitute the entire agreement between you and The Foundation. If any provision of these Terms is found to be invalid or unenforceable under applicable law, the remaining provisions shall remain valid and enforceable to the fullest extent permitted.

14. Modifications to Terms

We may update or revise these Terms at any time. Existing subscribers will be provided with 60 (sixty) days’ written notice of any material changes. Continued use of the services after that period will constitute your acceptance of the updated Terms.

15. Governing Law

These Terms shall be governed by and interpreted in accordance with the laws of the Province of Ontario, Canada. Any disputes shall be resolved exclusively in the courts of Ontario.

16. Contact Information
If you have any questions or concerns about these Terms, please contact us at:

[email protected]

The Foundation Digital Marketing Agency Inc.