Legal
Terms of Service
These Terms of Service govern the services provided by SDB4U to any individual, business, organization, or other entity purchasing or using our services.
These Terms of Service ("Terms") govern the services provided by SDB4U ("SDB4U", "Company", "we", "us", or "our") to any individual, business, organization, or other entity purchasing or using our services ("Client", "you", or "your").
By engaging SDB4U, approving a proposal, signing an agreement, paying an invoice, providing access to systems, or otherwise using our services, you acknowledge that you have read, understood, and agreed to these Terms.
1. Services
SDB4U provides digital transformation, technology, marketing, website, automation, integration, and related consulting services, including:
AI Digital Transformation
AI consulting, AI implementation, process automation, workflow optimization, AI-powered tools, and related digital transformation services.
Website Design & Development
Website design, development, maintenance, optimization, integrations, and related services.
SEO (Search Engine Optimization)
Search engine optimization, technical SEO, local SEO, content strategy, keyword research, optimization, link-building, reporting, and related services.
Digital Marketing & Google Ads
Digital advertising, Google Ads management, campaign strategy, campaign optimization, analytics, conversion tracking, and related marketing services.
Social Media Management
Social media strategy, content creation, scheduling, account management, advertising support, engagement, and related services.
Business Automation & Integration
Workflow automation, system integrations, data transfers, API integrations, database integrations, software configuration, process automation, and related technology services.
The exact services, deliverables, fees, timelines, and responsibilities may be defined in a proposal, quotation, statement of work, invoice, or separate written agreement.
2. No Guarantee of Results
SDB4U provides professional services based on information, technology, tools, platforms, and requirements available at the time the services are performed.
SDB4U does not guarantee any particular business, financial, marketing, technical, operational, or other result.
Without limitation, SDB4U does not guarantee:
- Increased revenue
- Increased sales
- Increased leads
- Increased website traffic
- Specific SEO rankings
- Google search visibility
- Google Business Profile rankings
- Advertising conversions
- A specific return on advertising spend (ROAS)
- A specific return on investment (ROI)
- Customer acquisition
- Social media followers or engagement
- Website conversion rates
- Website uptime
- Elimination of technical problems
- Successful software integrations
- Successful automation of every process
- Elimination of manual work
- AI-generated output accuracy
- Business cost savings
- Increased productivity
- Successful implementation of third-party technologies
Any projections, estimates, forecasts, benchmarks, examples, recommendations, or anticipated results provided by SDB4U are informational only and are not guarantees.
3. AI Services and Artificial Intelligence
SDB4U may use artificial intelligence, machine learning, large language models, automation platforms, APIs, and other AI technologies when providing services.
The Client acknowledges that AI-generated information or output may contain errors, inaccuracies, omissions, outdated information, inappropriate recommendations, fabricated information, formatting errors, or incomplete information.
AI output should be reviewed and validated by the Client before being used for business, financial, legal, medical, regulatory, employment, or other consequential purposes.
SDB4U does not guarantee the accuracy, completeness, reliability, originality, or suitability of AI-generated output.
The Client remains responsible for reviewing and approving AI-generated content, recommendations, decisions, and outputs before relying upon or publishing them.
SDB4U is not responsible for decisions made by the Client based on AI-generated information.
4. Third-Party AI and Technology Providers
SDB4U may use third-party services, software, APIs, cloud platforms, AI providers, hosting providers, analytics systems, automation platforms, and other technologies.
These may include services operated by third parties such as Google, Microsoft, OpenAI, Meta, Shopify, Salesforce, Amazon, cloud providers, hosting providers, payment providers, and other technology companies.
SDB4U does not control these third-party services.
Third-party providers may change their pricing, functionality, APIs, terms, access requirements, availability, or policies at any time.
SDB4U shall not be responsible for losses, delays, interruptions, or failures caused by third-party providers.
5. Website Design & Development
SDB4U may provide website design, development, programming, configuration, maintenance, and optimization services.
The Client understands that websites depend upon hosting providers, domain registrars, browsers, operating systems, plugins, APIs, databases, software libraries, security systems, and other third-party technologies.
SDB4U does not guarantee uninterrupted or error-free website operation.
SDB4U is not responsible for problems caused by hosting providers, domain registrars, DNS configuration, third-party plugins, software updates, Client modifications, third-party modifications, malware, cyberattacks, server failures, API changes, browser changes, software incompatibility, or third-party services.
Unless specifically included in a written agreement, website maintenance, hosting, security monitoring, backups, software licensing, and ongoing technical support are separate services.
6. SEO Services
SEO performance is affected by search-engine algorithms, competition, website history, technical factors, content quality, industry conditions, search behavior, backlinks, geographic factors, and numerous other variables.
SDB4U does not guarantee first-page rankings, first-position rankings, specific keyword rankings, Google indexing, search traffic, organic leads, organic sales, featured snippets, or Google Business Profile rankings.
Search engines may change algorithms, ranking systems, policies, or indexing procedures without notice.
Such changes do not constitute a failure by SDB4U to provide SEO services.
7. Google Ads and Digital Advertising
SDB4U may manage advertising campaigns on behalf of the Client.
The Client acknowledges that advertising performance depends on numerous factors outside SDB4U's control.
SDB4U does not guarantee a specific number of clicks, leads, sales, conversions, cost per lead, cost per acquisition, ROAS, advertising profitability, ad approval, account approval, or continued account availability.
Advertising platforms may reject advertisements, suspend accounts, change policies, change algorithms, or modify advertising costs without notice.
SDB4U is not responsible for actions taken by advertising platforms.
Advertising expenditure paid to Google, Meta, Microsoft, or other advertising platforms is separate from SDB4U service fees unless expressly stated otherwise.
8. Social Media Management
SDB4U may provide social media strategy, content creation, scheduling, account management, and related services.
The Client understands that social media platforms control their own algorithms, policies, functionality, advertising systems, and account enforcement.
SDB4U does not guarantee follower growth, engagement, reach, viral content, leads, sales, account verification, account reinstatement, or continued account availability.
SDB4U is not responsible for account restrictions, suspensions, bans, algorithm changes, content removal, or other actions taken by social media platforms.
9. Business Automation and Integration
SDB4U may develop or configure integrations between business systems, applications, databases, APIs, software platforms, and other technologies.
The Client acknowledges that integrations may depend on third-party APIs, authentication systems, network connectivity, software versions, permissions, data formats, and platform availability.
SDB4U does not guarantee that an integration will remain functional indefinitely.
Changes made by third-party software providers may cause an integration to stop working or require modification.
SDB4U is not responsible for failures caused by API changes, software updates, database changes, authentication changes, expired credentials, third-party outages, permission changes, data-format changes, network failures, Client modifications, or third-party modifications.
Additional fees may apply where an integration requires modifications due to changes outside SDB4U's control.
10. Data and Client Systems
The Client remains responsible for maintaining appropriate backups of its data and systems.
Unless expressly included in writing, SDB4U is not responsible for maintaining backups of Client data.
The Client should maintain independent backups before allowing SDB4U or any third party to modify production systems, databases, websites, applications, or other business systems.
SDB4U shall not be responsible for loss or corruption of data resulting from circumstances outside its reasonable control.
11. Client Responsibilities
The Client agrees to provide accurate and complete information and timely access to systems necessary for SDB4U to perform the Services.
The Client is responsible for providing accurate information, required credentials and access, maintaining ownership of its accounts, maintaining appropriate backups, reviewing deliverables, approving content, reviewing advertising campaigns, reviewing AI-generated content, providing required materials, obtaining required licenses and permissions, ensuring its business complies with applicable laws, maintaining valid payment methods, and responding to requests from SDB4U in a timely manner.
Delays caused by the Client may result in corresponding delays to the Services.
12. Client Content
The Client represents that it owns or has appropriate permission to use all content, images, videos, logos, trademarks, data, software, documents, and other materials provided to SDB4U.
The Client is solely responsible for ensuring that materials provided to SDB4U do not infringe the rights of any third party.
SDB4U is not responsible for claims arising from materials supplied by the Client.
13. Client Approval
Where Client approval is required, the Client is responsible for reviewing the materials provided by SDB4U.
Once approved, the Client accepts responsibility for the approved materials and authorizes SDB4U to publish, deploy, submit, or otherwise use them as agreed.
SDB4U is not responsible for errors or omissions that were present in materials approved by the Client.
14. Limitation of Liability
To the maximum extent permitted by applicable law, SDB4U shall not be liable for any indirect, incidental, consequential, special, punitive, exemplary, or economic damages.
This includes, without limitation:
- Lost profits
- Lost revenue
- Lost customers
- Lost business opportunities
- Lost data
- Loss of goodwill
- Business interruption
- Advertising losses
- SEO losses
- Website downtime
- Software failures
- Integration failures
- AI-generated errors
- Third-party platform failures
- Account suspension
- Account termination
- Data loss
- Cybersecurity incidents
- Loss resulting from business decisions
To the maximum extent permitted by applicable law, the total aggregate liability of SDB4U arising from or relating to the Services shall not exceed the total fees actually paid by the Client to SDB4U for the specific Services giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim.
Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited under applicable law.
15. No Responsibility for Business Decisions
SDB4U provides technology, marketing, automation, and consulting services.
The Client remains solely responsible for all business decisions made based on information, recommendations, reports, analytics, strategies, automation, AI output, or other materials provided by SDB4U.
The Client should obtain independent professional advice where appropriate.
16. Legal, Regulatory, and Compliance Responsibility
SDB4U does not provide legal, tax, accounting, financial, medical, employment, regulatory, or other regulated professional advice unless expressly agreed in writing and legally authorized.
The Client remains responsible for ensuring that its business, website, advertising, marketing materials, data collection, communications, products, services, and operations comply with applicable laws and regulations.
SDB4U does not guarantee regulatory or legal compliance.
17. Indemnification
To the maximum extent permitted by applicable law, the Client agrees to indemnify and hold harmless SDB4U, its owners, directors, employees, contractors, and agents from claims, damages, liabilities, costs, and expenses arising from:
- Client-provided information
- Client-provided content
- Client products or services
- Client business operations
- Client instructions
- Client's use of the Services
- Client's violation of applicable law
- Client's violation of third-party rights
- Client's use of advertising platforms
- Client's use of AI-generated materials
18. Fees and Payment
Fees are payable according to the applicable proposal, quotation, invoice, statement of work, or other written agreement.
SDB4U may suspend Services if invoices remain unpaid.
The Client remains responsible for payment for Services already performed regardless of the results obtained.
Unless otherwise stated in writing, payments for Services that have already commenced are non-refundable.
Third-party expenses, advertising expenditure, software subscriptions, licenses, hosting, domains, and other external costs may be charged separately.
19. Cancellation and Termination
Termination of Services will be governed by the applicable agreement or statement of work.
Upon termination, the Client remains responsible for all outstanding fees, approved expenses, third-party charges, and Services already performed.
Termination does not eliminate payment obligations incurred before termination.
20. Intellectual Property
SDB4U retains ownership of its pre-existing intellectual property, methodologies, processes, templates, frameworks, systems, software, scripts, tools, know-how, and reusable technology.
Unless otherwise agreed in writing, payment for Services does not transfer ownership of SDB4U's proprietary tools or methodologies.
Third-party software, plugins, templates, libraries, APIs, stock images, AI models, and other third-party materials remain subject to their respective licenses and terms.
21. Confidentiality
Each party agrees to use reasonable measures to protect confidential information received from the other party.
Confidentiality obligations do not apply to information that is publicly available, was already known by the receiving party, is independently developed, is lawfully obtained from another source, or must be disclosed by law.
22. Force Majeure
SDB4U shall not be liable for failure or delay caused by circumstances beyond its reasonable control, including internet outages, cloud-service failures, hosting failures, cyberattacks, natural disasters, government actions, war, labor disruptions, software failures, third-party outages, platform changes, API changes, search-engine changes, advertising-platform changes, or changes in laws or regulations.
23. Changes to Services and Technology
SDB4U may modify its methods, technologies, tools, processes, and service providers where reasonably necessary to provide or improve the Services.
Digital marketing and technology services may require changes over time due to technological developments, platform policies, software updates, AI developments, search-engine changes, or other external factors.
24. Third-Party Accounts
Where SDB4U manages or accesses accounts belonging to the Client, including advertising, social media, analytics, hosting, domain, software, or other accounts, ownership of those accounts remains with the Client unless otherwise agreed.
The Client is responsible for maintaining appropriate administrative ownership and access.
SDB4U is not responsible for actions taken by other administrators or users with access to the Client's accounts.
25. Security
SDB4U will use commercially reasonable practices when providing technical services.
However, no website, software, network, database, integration, cloud service, or online system can be guaranteed to be completely secure.
SDB4U does not guarantee that systems will be free from vulnerabilities, malware, cyberattacks, unauthorized access, or other security incidents.
26. Portfolio and Marketing Use
Unless the Client requests otherwise in writing, SDB4U may identify the Client as a customer and display completed work, publicly available business information, screenshots, logos, or project descriptions in its portfolio, website, presentations, and marketing materials.
SDB4U will not knowingly disclose confidential information for promotional purposes.
27. No Agency or Partnership
Nothing in these Terms creates a partnership, joint venture, employment relationship, or fiduciary relationship between SDB4U and the Client.
SDB4U acts as an independent service provider.
28. Severability
If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, the remaining provisions will continue in full force and effect.
29. Changes to These Terms
SDB4U may update these Terms from time to time.
The version of the Terms applicable to a particular engagement will generally be the version accepted by the Client at the beginning of that engagement, unless otherwise agreed in writing.
30. Governing Law
Unless otherwise specified in a written agreement, these Terms shall be governed by the laws of the Province of Ontario, Canada, without regard to conflict-of-law principles.
The parties agree to submit to the applicable courts located in Ontario, Canada.
31. Entire Agreement
These Terms, together with any applicable proposal, quotation, statement of work, invoice, or other written agreement, constitute the agreement between SDB4U and the Client regarding the Services.
If there is a conflict between these Terms and a specific written agreement signed or accepted by both parties, the specific written agreement will prevail to the extent of the conflict.
32. Acceptance
By purchasing, approving, accessing, or using any SDB4U Services, the Client acknowledges that they have read, understood, and agreed to these Terms of Service.
