Stacktik Terms of Service

1. Agreement and acceptance

These Terms of Service (the "Terms") govern your use of the website at stacktik.com (the "Site") and any services provided by Stacktik Solutions Inc., an Ontario corporation located at 4880 Highway 7, Woodbridge, Ontario L4L 1S8, Canada ("Stacktik", "we", "us"). By using the Site, signing a proposal, quote or Statement of Work, or paying an invoice, you agree to these Terms. If you accept on behalf of a business, you confirm you have authority to bind it, and "you" or "Client" means that business.

If a signed Statement of Work or master services agreement conflicts with these Terms, the signed document controls for that engagement.

Definitions

• Services: the consulting, implementation, configuration, integration, automation, training and support work we perform for you.

• Statement of Work (SOW): a proposal, quote, order form or SOW that describes a specific engagement, its deliverables, fees and timeline.

• Deliverables: the configurations, workflows, automations, prompts, scripts, documentation and other materials we produce for you under an SOW.

• Third-Party Tools: software, platforms and services made by other companies, such as CRMs, VoIP and contact-center systems, AI voice and chat agents, sales engagement tools, data providers and automation platforms.

• Client Data: data you or your users provide, or that flows through systems we configure for you, including contact records, call recordings and transcripts.

2. Our services

We design, set up and integrate CRM, business phone and AI automation systems for small businesses and sales teams. Each engagement's scope, deliverables, timeline and fees are set out in its SOW. Work outside the SOW is a change request and is billed separately once you approve it in writing (email is fine).

Your responsibilities

• Give us timely access to the accounts, systems, data and people we need. Delays on your side may move timelines and fees.

• Hold your own accounts and licences for Third-Party Tools, in your company's name, unless the SOW says otherwise.

• Provide accurate information and review Deliverables within 5 business days of delivery. Deliverables not rejected in writing within that window, with reasons, are deemed accepted.

• Decide how you use the systems we build, including who you call, text, email or record, and the scripts and prompts your AI agents use in production.

• Keep your own backups of Client Data before we migrate, import or change it.

Credentials

Share passwords and API keys only through a secure method we agree on. We use credentials only to perform the Services and stop using them when the engagement ends. You should rotate or revoke our access when the work is complete.

Support after delivery

Unless an SOW includes ongoing support or a retainer, our obligations end at acceptance. Fixes for defects in our own work reported within 30 days of acceptance are free. Changes caused by vendor updates, your edits or new requirements are billable.

3. Third-party tools and partner relationships

We implement Third-Party Tools; we do not own or operate them. Your use of each tool is governed by that vendor's own terms, privacy policy, pricing and service levels, which you accept directly with the vendor. We are not responsible for a vendor's outages, price changes, feature changes, data handling, account suspensions or discontinued products.

Partner and affiliate disclosure

Stacktik participates in reseller, solutions-partner, referral and affiliate programs with software vendors. When you buy a tool through our link, referral or partner relationship, we may receive a commission, referral fee, margin or other benefit from the vendor. This does not increase the price you pay. We recommend tools based on fit for your needs, and we will tell you on request whether we have a partner relationship with a recommended vendor.

Client discounts and partner pricing

Where a vendor offers discounts, extended trials or partner pricing to Stacktik clients, we will pass them on as the vendor allows. These offers are set by the vendor, may change or end without notice, and are not guaranteed by Stacktik.

Resold subscriptions

If an SOW states that we resell or bill a Third-Party Tool subscription to you, the vendor's terms still apply, and you agree to pay us for that subscription for its full committed term, even if the Services end earlier.

4. Fees, payment and cancellation

Fees are stated in each SOW. Unless the SOW says otherwise, project fees are 50% due at signing and 50% at delivery, retainers are billed monthly in advance, and invoices are due within 15 days. Amounts are in Canadian dollars for Canadian clients and US dollars for all others, unless the SOW states a currency.

• Taxes: fees exclude HST, GST, sales and similar taxes, which we add where required.

• Late payment: overdue amounts bear interest at 1.5% per month (18% per year) or the maximum lawful rate, if lower. We may pause work or access to managed systems after 15 days' written notice of non-payment.

• Expenses: pre-approved out-of-pocket expenses are billed at cost.

• Disputes: raise any invoice dispute in writing within 15 days of the invoice date; undisputed amounts remain payable.

Cancellation and refunds

You may cancel an engagement with 14 days' written notice. You pay for work performed and expenses incurred to the cancellation date, plus any non-cancellable Third-Party Tool commitments. Deposits cover scheduling and kickoff and are non-refundable once work has started. Monthly retainers may be cancelled with 30 days' notice and are not refunded for partial months.

5. Data, privacy and compliance

You own Client Data and remain responsible for it as the controller. We process Client Data only to perform the Services and on your instructions, protect it with reasonable safeguards, and do not sell it. Our handling of personal information follows our Privacy Policy and applicable law, including Canada's PIPEDA. When an engagement ends, we delete or return Client Data in our possession within 30 days of your request, except where law requires us to keep it.

Calling, texting, email and recording

You are solely responsible for complying with laws that govern your outreach and recordings, including Canada's Anti-Spam Legislation (CASL), the CRTC Unsolicited Telecommunications Rules and National Do Not Call List, the US Telephone Consumer Protection Act (TCPA), CAN-SPAM, state and provincial call-recording consent laws, and any equivalent laws in Latin America or elsewhere you operate. This includes getting consent, honouring opt-outs, scrubbing do-not-call lists and disclosing recordings.

AI features

AI voice agents, chatbots, transcription and other AI features may produce inaccurate, incomplete or unexpected output. You are responsible for reviewing scripts and prompts before launch, monitoring live use, disclosing AI use to callers or users where the law requires, and keeping a human path for escalations. We do not guarantee any specific AI output, accuracy, conversion rate or sales result.

Regulated data

Do not send us health, payment card or other specially regulated data unless the SOW covers it and we have agreed in writing to the safeguards required.

6. IP, confidentiality, warranties and liability

Intellectual property

Once you have paid in full, you own the Deliverables made specifically for you. We keep ownership of our pre-existing materials, templates, frameworks, playbooks, prompt libraries and know-how ("Stacktik Materials"), and grant you a perpetual, non-exclusive, non-transferable licence to use any Stacktik Materials built into your Deliverables for your internal business. We may reuse general skills and non-confidential techniques learned on any engagement. With your permission, we may name you as a client.

Confidentiality

Each party will keep the other's non-public business, technical and financial information confidential, use it only for the engagement, and protect it with reasonable care. This does not cover information that is public, already known, independently developed or lawfully received from someone else, or that law requires a party to disclose. These obligations last 3 years after the engagement ends, and indefinitely for credentials and personal information.

Warranties

We will perform the Services in a professional and workmanlike manner consistent with industry standards. Except for that promise, the Site, Services and Deliverables are provided "as is". To the extent law allows, we disclaim all other warranties, including merchantability, fitness for a particular purpose and non-infringement, and any warranty about Third-Party Tools or business results.

Limitation of liability

To the extent law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill. Our total liability for all claims relating to an engagement is limited to the fees you paid us for that engagement in the 12 months before the claim arose. These limits do not apply to your payment obligations, a party's breach of confidentiality, or a party's gross negligence, fraud or wilful misconduct.

Indemnity

You will defend and indemnify Stacktik against third-party claims, fines and costs arising from your Client Data, your outreach and recording practices, your use of Third-Party Tools or AI features, or your breach of these Terms or applicable law.

7. Term, law and general terms

Term and termination

These Terms apply while you use the Site or any Services. Either party may end an engagement under Section 4, or immediately by written notice if the other party materially breaches these Terms and does not cure the breach within 15 days of notice. Sections on fees owed, Client Data, IP, confidentiality, warranties, liability, indemnity and governing law survive termination.

Non-solicitation

During an engagement and for 12 months after, you will not directly hire a Stacktik employee or contractor who worked on your engagement without our written consent. If you do, you agree to pay a placement fee of 25% of that person's first-year compensation.

Governing law and disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. The parties will first try to resolve any dispute through good-faith discussion for 30 days. After that, the courts of Toronto, Ontario have exclusive jurisdiction, except that either party may seek urgent injunctive relief in any competent court.

General

• Independent contractor: we act as an independent contractor, not your employee, agent or partner.

• Subcontractors: we may use vetted subcontractors and remain responsible for their work.

• Force majeure: neither party is liable for delays caused by events beyond its reasonable control, including vendor and carrier outages.

• Assignment: you may not assign these Terms without our consent; we may assign them to a successor business.

• Entire agreement: these Terms and any SOW are the entire agreement on their subject. If any part is unenforceable, the rest stays in effect. A failure to enforce a right is not a waiver.

• Notices: notices must be in writing and may be sent by email to the addresses on the SOW.

• Changes: we may update these Terms by posting a new version on the Site. Changes do not affect a signed SOW already in progress unless you agree.

• Language: the parties have requested that these Terms be drawn up in English. Les parties ont exigé que le présent contrat soit rédigé en anglais.