Last updated: September 17th, 2024
Legal entity: [MINA Medical Marketing, S/O Murad Group Inc.] (“Agency“, “we“, “us“)
Contact for notices: contact@minamedical.ca
These Terms of Service (“Terms“) constitute a binding agreement between Agency and the client identified in any associated Statement of Work, order form, invoice, or online checkout (“Client“, “you“). By signing an SOW, paying an invoice, creating an account, or using any Services or Software (as defined below), you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety, including any incorporated policies, schedules, and exhibits. If you are entering this agreement on behalf of an entity, you represent that you have the authority to bind that entity to these Terms. If you do not agree, do not use the Services or Software.
For clarity and completeness, the following capitalized terms are defined broadly, and any examples are illustrative rather than exhaustive:
1.1 Services: Collectively, any and all marketing, consulting, and technical services provided by Agency, including without limitation: strategic consulting; brand, messaging, and positioning services; copywriting and content creation; graphic design; web design, web development, and website implementation (including CMS configuration and theme/template customization); web hosting and related platform administration; search engine optimization (SEO) including on‑page, technical SEO, content planning, internal linking, and outreach activities; paid media planning and buying (e.g., Google Ads, Microsoft Advertising, Meta); social media strategy, content production, scheduling, community engagement, and videography; analytics setup and interpretation; A/B testing; directories and lead generation initiatives; and any ancillary professional services reasonably incidental to the foregoing. Services expressly include advisory and implementation work related to AI/automation products and workflows like MINA Reviews, clinic chatbots, and missed‑call texting follow‑ups.
1.2 Deliverables: Tangible and intangible outputs created by Agency in the performance of the Services, including but not limited to wireframes, mockups, designs, videos, photographs, scripts, copy, documentation, configuration files, compiled assets, and exported data, expressly excluding Pre‑Existing IP and third‑party components.
1.3 Software: Any software, code, libraries, scripts, APIs, SDKs, SaaS applications, web apps, or utilities provided or made available by Agency, including beta features, dashboards, and administrative panels associated with MINA Reviews, chatbots, missed‑call texting, or other MINA‑branded tools, whether hosted by Agency, a subprocessor, or a third‑party provider.
1.4 Subscription: Any ongoing, auto‑renewing service or license, including but not limited to monthly retainers, hosting plans, support plans, maintenance, monitoring, and SaaS licenses.
1.5 Content: All data, text, graphics, photographs, video, audio, logos, trademarks, service marks, brand assets, testimonials, case studies, pricing, claims, medical statements, disclaimers, consent language, and any other materials provided or approved by Client for use in connection with the Services or Software.
1.6 Personal Information: Information about an identifiable individual as defined under PIPEDA and applicable provincial laws.
1.7 PHI: Personal Health Information as defined by PHIPA (Ontario) and analogous provincial health privacy regimes (e.g., HIA in Alberta), including any subset of Personal Information that relates to the physical or mental health of an individual, the provision of health care to the individual, or payment/eligibility for such care.
1.8 SOW: A statement of work, estimate, proposal, order form, or equivalent document describing the scope, deliverables, fees, milestones, and special terms for a given engagement. Each SOW is incorporated herein by reference.
1.9 Pre‑Existing IP: Any and all intellectual property owned, created, developed, or otherwise controlled by Agency prior to or independent of the performance of a particular SOW, including processes, tools, templates, prompts, frameworks, code snippets, and know‑how.
1.10 Regulatory Bodies: Without limitation, professional Colleges and similar regulators across Canada (e.g., CPSO, CCO, CMQ, RCDSO, CMPA guidance, and other provincial/territorial health profession regulators), as well as federal and provincial privacy commissioners.
2.1 Controlling Document: Each engagement will be governed by an SOW specifying the nature of the Services, timelines, revision rounds, dependencies, acceptance criteria, and fees. In the event of a conflict between an SOW and these Terms, the SOW controls for the specific engagement.
2.2 Change Management: Any work not expressly included in an SOW is considered out‑of‑scope. Out‑of‑scope requests will be documented in writing, estimated in good faith, and performed only upon mutual acceptance of a Change Order. Change Orders may affect scope, fees, and timelines.
2.3 Reliance on Client Inputs: Delivery dates are estimates contingent upon timely Client inputs, including content, approvals, access credentials, and subject matter expertise. Client delays pause schedules and may require re‑allocation or re‑booking fees.
2.4 Multiple Concurrent SOWs: Where multiple SOWs are in effect, each remains discrete; termination or completion of one SOW does not alter the obligations under any other SOW unless expressly stated.
3.1 Accuracy & Substantiation: Client is solely responsible for ensuring that all Content is clinically accurate, up‑to‑date, and supported by appropriate evidence or citations consistent with applicable Regulatory Bodies’ advertising standards and professional ethics.
3.2 Compliance: Client will ensure compliance with: (a) PIPEDA; (b) PHIPA or other provincial health information statutes; (c) Quebec Law 25 requirements where applicable, including privacy officer designation and DPIA obligations; (d) CASL for commercial electronic messages, including consent management and unsubscribe mechanisms; (e) platform policies (e.g., Google, Meta, YouTube, TikTok); and (f) any local consumer protection or telecommunication rules relevant to marketing communications.
3.3 Approvals: Client will conduct legal and clinical review prior to authorizing publication. Approvals serve as confirmation that Content is compliant, non‑misleading, and appropriate for the intended audience.
3.4 Access & Credentials: Client will provide safe, timely access to necessary systems (e.g., hosting, DNS, domain registrars, Google accounts, social platforms, EHR/booking links, SMS gateways). Client remains responsible for safeguarding its credentials and limiting access to authorized personnel.
3.5 Privacy & PHI: Client will avoid transmitting PHI to Agency unless the parties have executed a written addendum expressly permitting such processing. Client acknowledges that PHI is generally not required for the Services.
4.1 Informational Nature: Agency’s outputs—including copy, creative, analytics, and AI‑generated suggestions—are informational and marketing‑oriented and are not a substitute for professional medical advice, diagnosis, treatment, or legal counsel.
4.2 Clinical Oversight: Client will maintain clinical oversight, including review by licensed practitioners, for any health‑related statements, educational materials, or chatbot responses. Client assumes all risk for reliance on such materials by end users.
4.3 No Duty of Care: Agency does not assume a duty of care to Client’s patients or prospective patients and is not a healthcare provider or law firm.
5.1 Advisory Only: Any compliance checker, audit, or automated flagging feature is advisory, may be incomplete or outdated, and is not a substitute for Client’s regulatory due diligence or legal review.
5.2 Dynamic Rules: Regulatory standards and interpretations evolve. Client bears responsibility for interpreting and applying current rules to its practice and materials.
5.3 Final Responsibility: Client agrees that Agency is not liable for enforcement actions, complaints, or penalties arising from Client’s use of the tool or reliance on its outputs.
6.1 Approval Workflow: Drafts will be provided for Client review. Upon written or platform‑based approval (including email confirmation or project management tool status change), the relevant Deliverables are deemed accepted.
6.2 Publication Authority: If Client authorizes Agency to publish without explicit final sign‑off, Client assumes full responsibility for the published materials.
6.3 Post‑Approval Changes: Revisions requested after approval are out‑of‑scope and billable under a Change Order.
7.1 Currency & Taxes: All fees are in CAD and exclusive of applicable taxes (HST/GST/QST). Taxes will be added to invoices as required by law.
7.2 Deposits & Milestones: Projects may require deposits and/or milestone payments as specified in the SOW. Work may pause if a milestone invoice is unpaid.
7.3 Retainers & Subscriptions: Recurring fees for retainers, hosting, maintenance, or SaaS will be invoiced on a regular cadence and auto‑renew unless terminated per Section 8.
7.4 Net Terms: Unless otherwise stated in the SOW, invoices are due Net 30 from invoice date.
7.5 Expenses: Pre‑approved out‑of‑pocket expenses (e.g., stock assets, travel, third‑party tools) will be passed through at cost or as otherwise agreed.
7.6 Riba‑Avoidant Late Handling: In lieu of interest, overdue accounts may incur administrative and/or reinstatement fees (e.g., $25–$75 per incident) and may be subject to service suspension following notice. Reactivation may require full payment plus reinstatement fees.
7.7 Suspension & Collections: Agency may suspend Services/Software for non‑payment and may refer delinquent accounts to collections. Client is responsible for reasonable costs of collection, including legal fees.
8.1 Projects: Project engagements conclude upon final delivery and payment unless an ongoing post‑launch plan is specified.
8.2 Retainers/Subscriptions: Auto‑renew month‑to‑month unless cancelled with 30 days’ prior written notice before the next billing cycle (or as the SOW may specify).
8.3 Fixed Commitments: Where an SOW establishes a fixed term (e.g., quarterly), early termination is not permitted except for uncured material breach by Agency.
8.4 Convenience Termination: If an SOW allows termination for convenience, fees for work performed, non‑cancellable commitments, and any agreed minimums remain payable.
8.5 Breach & Cure: Either party may terminate for material breach if the breach is not cured within 10 days after written notice (or 3 days for payment breach). Suspension may occur during the cure period in payment‑related cases.
9.1 Non‑Refundable: Deposits, current retainer/subscription cycle fees, and fees for work performed are non‑refundable.
9.2 Pauses: Agency may pause Services/Software for non‑payment, potential legal/regulatory risk, abusive behavior, or suspected platform policy violations. Timelines will be adjusted accordingly.
9.3 Reactivation: Resumption following a pause may involve reinstatement fees and re‑scheduling based on resource availability.
10.1 Pre‑Existing IP: Pre‑Existing IP remains the sole property of Agency. Subject to full payment, Agency grants Client a non‑exclusive, non‑transferable, revocable (for breach) license to use such Pre‑Existing IP solely as integrated within the Deliverables for Client’s internal business purposes.
10.2 Ownership Transfer of Final Deliverables: Upon full payment of all amounts due for the relevant SOW, Agency assigns to Client all right, title, and interest in and to the Final Deliverables (excluding Pre‑Existing IP and third‑party components, which are licensed as provided herein).
10.3 Third‑Party Components & Open Source: Deliverables may incorporate third‑party or open‑source components under their respective licenses. Client agrees to comply with such licenses, including attribution, share‑alike, or usage restrictions where applicable.
10.4 Portfolio & Attribution: Client grants Agency the right to reference Client’s name and non‑confidential aspects of the engagement in portfolios, showcases, prospective pitches, directories, and case studies. Websites may include a discreet footer credit such as “Website by MINA Medical Marketing.” Client may opt out for a mutually agreed fee or via NDA.
11.1 Dependencies: Services/Software may depend on third‑party platforms and providers (e.g., Google, Meta, SMS/email gateways, hosting vendors). Those parties may update policies, pricing, and technical requirements with little or no notice.
11.2 No Control: Agency does not control third‑party approvals, account enforcement actions, outages, deliverability, or policy interpretations and is not liable for related impacts.
11.3 Accounts & Billing: Where feasible, media spend and usage‑based fees should be billed directly to Client’s own accounts. Client remains responsible for balances and platform compliance.
12.1 Best‑Efforts: Unless a paid Service Level Agreement (SLA) is expressly stated in an SOW, uptime, speed, and backup intervals are provided on a commercially reasonable best‑efforts basis.
12.2 Resource Limits: Agency may apply resource caps, throttle abusive processes, and suspend compromised sites to protect infrastructure health.
12.3 Exclusions: Agency is not responsible for domain registration or DNS management held by third parties, client‑installed plugins/themes, or vulnerabilities introduced by others.
12.4 Emergency Work: Malware cleanup, restores, migrations, incident response, and after‑hours work are billable unless explicitly included in your plan.
13.1 Roles: With respect to Personal Information processed on Client’s behalf, Client is the controller/custodian and Agency is a service provider/processor.
13.2 PHI Minimization: PHI is generally not required for the Services. Client will not transmit PHI to Agency absent a signed addendum expressly authorizing such processing.
13.3 Safeguards: Agency maintains reasonable administrative, technical, and physical safeguards proportionate to risk, including access controls, logging where applicable, and vendor diligence.
13.4 Subprocessors: Agency may use reputable subprocessors. A list may be provided upon request and may change over time.
13.5 Data Residency: While Agency endeavours to prefer Canadian data residency where feasible, hosting, backups, or vendor services may involve international transfers subject to contractual and technical safeguards.
13.6 Incidents: Upon confirming a security incident affecting Client data in Agency’s control, Agency will notify Client without undue delay and cooperate on reasonable remediation steps.
13.7 Data Processing Addendum: Upon request, the parties will execute a mutually reasonable DPA reflecting these roles and obligations.
13.8 Return/Deletion: Upon termination and written request, Agency will export available Client data in a reasonable format and subsequently delete it from active systems within 7 days, subject to legal archiving.
14.1 License: Subject to payment and compliance with these Terms, Agency grants Client a non‑exclusive, non‑transferable, limited license to access and use the Software solely for Client’s internal business purposes and within plan limits.
14.2 CASL & Consent: Client is solely responsible for obtaining, recording, and honouring valid consent for commercial electronic messages. Client will promptly respect unsubscribe requests and carrier policies.
14.3 Deliverability & Fees: Message delivery, timing, and routing are not guaranteed. Telecom and gateway fees may apply and may change. Client is responsible for such fees.
14.4 Accuracy & Human Oversight: AI outputs can be incomplete, outdated, or erroneous. Client will maintain human oversight and is solely responsible for all decisions, escalations, and communications. The Software is not for emergencies or life‑critical use.
14.5 Prohibited Uses: Client will not use the Software unlawfully, for harassment, for discriminatory targeting, or to process PHI without a signed addendum explicitly authorizing such use.
15.1 No Guarantees: Agency does not guarantee rankings, impressions, leads, conversions, revenue, ROAS, or platform approvals. Algorithms, auctions, policies, and competitive landscapes change.
15.2 Platform Controls: Ads and listings are subject to platform rules, ad review, pacing, learning phases, and market variability, which may materially impact outcomes.
15.3 Measurement Variability: Analytics tools may report differently due to attribution models, privacy controls, cookie consent impacts, and tracking limitations.
16.1 Included Rounds: The SOW specifies included revision rounds. Unless otherwise stated, revisions beyond included rounds are out‑of‑scope and billable.
16.2 Rush & Rework: Rush requests, rework caused by late‑breaking Client preferences after approval, and restaging previously accepted assets are billable.
16.3 Client Delays: Delays in providing inputs or approvals pause schedules. Re‑allocation may be necessary and could affect delivery dates.
17.1 Confidentiality: Each party agrees to protect the other’s non‑public information with at least the same care it uses to protect its own confidential information, but no less than reasonable care, and to use such information only for performance under these Terms.
17.2 Exclusions: Confidential information does not include information that is publicly available, already known without restriction, independently developed, or rightfully received from a third party without duty of confidentiality.
17.3 Non‑Solicitation: Client agrees not to solicit or hire Agency employees or contractors who worked on Client’s account for 12 months after the last date of Services, except through general public recruitment not targeted at Agency personnel.
18.1 Agency Warranty: Agency will perform Services in a professional and workmanlike manner consistent with industry standards. Except as expressly stated, Deliverables and Software are provided “as is” without warranties of any kind, express or implied.
18.2 Client Warranty: Client represents and warrants that it owns or has obtained all necessary rights to the Content and that the Content and Client’s products/services are accurate, lawful, non‑infringing, and compliant with applicable regulations and policies.
18.3 Disclaimer: Agency disclaims all implied warranties including merchantability, fitness for a particular purpose, and non‑infringement to the fullest extent permitted by law.
19.1 By Client: Client will defend, indemnify, and hold harmless Agency and its officers, employees, and contractors from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) Client Content; (b) Client’s products/services/clinical claims; (c) Client’s regulatory or privacy non‑compliance; (d) Client’s misuse of the Services or Software; and (e) communications initiated by Client.
19.2 By Agency: Agency will indemnify Client for third‑party claims alleging that a Deliverable, as delivered and unmodified by Client and excluding Client Content and third‑party components, infringes Canadian intellectual property rights. Agency may, at its option and expense: (i) procure a license; (ii) modify the Deliverable to be non‑infringing; or (iii) accept return of the Deliverable and refund the portion of fees specifically paid for that Deliverable.
19.3 Conditions: The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow control of the defence and settlement. No settlement will impose obligations on the indemnified party without consent.
20.1 Exclusion of Damages: To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost data, business interruption, or loss of goodwill, even if advised of the possibility of such damages.
20.2 Liability Cap: Each party’s aggregate liability for any claim arising out of or relating to the Services or Software will not exceed the fees paid by Client to Agency during the three (3) months immediately preceding the event giving rise to the claim (or the one‑time project fee for fixed‑price builds).
20.3 Exclusions from Cap: The foregoing cap does not limit Client’s payment obligations or Client’s indemnity obligations.
Agency will not be liable for any delay or failure in performance due to causes beyond its reasonable control, including acts of God, natural disasters, epidemics, pandemics, labour disputes, civil disturbances, acts of government, cyberattacks, supply chain failures, utility outages, or platform policy changes. Deadlines affected by such events will be extended for the duration of the event and a reasonable recovery period.
22.1 Subcontractors: Agency may engage qualified subcontractors or vendors and remains responsible for their performance.
22.2 Assignment: Agency may assign these Terms in connection with a merger, acquisition, sale of assets, or corporate reorganization. Client may not assign or transfer these Terms, in whole or in part, without Agency’s prior written consent.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has authority to bind the other without express written authorization.
24.1 Publicity Rights: Client grants Agency the right to reference Client’s name and logo and to describe the Services provided in marketing materials, presentations, proposals, and websites, provided that no confidential information is disclosed.
24.2 Case Studies: Agency may develop anonymized or non‑confidential case studies concerning the engagement. Client may opt out for a reasonable fee or via a mutual NDA.
24.3 Attribution: A discreet attribution link may appear in website footers unless opted out as described above.
25.1 Good‑Faith Resolution: The parties will first attempt to resolve disputes through good‑faith executive‑level discussions.
25.2 Mediation: If unresolved after reasonable efforts, the parties will participate in non‑binding mediation in Toronto, Ontario with a mutually agreed mediator.
25.3 Arbitration: Failing mediation, disputes (except for small claims and injunctive relief) will be finally resolved by binding arbitration in Toronto under the Arbitration Act, 1991 (Ontario). The language will be English; the award may be entered in any court of competent jurisdiction.
25.4 Small Claims & Injunctive Relief: Either party may pursue eligible matters in small claims court and seek injunctive relief for breaches of confidentiality or IP misuse.
25.5 Governing Law: These Terms are governed by the laws of Ontario and the applicable federal laws of Canada, excluding conflict‑of‑law principles.
26.1 Notices: Notices will be sent by email to the addresses listed above (or subsequently designated in writing) and are deemed given upon sending. A courtesy physical copy may be mailed if requested.
26.2 Electronic Signatures: Electronic signatures and acknowledgements (including acceptance via email, click‑through, or platform controls) are valid and enforceable.
26.3 Entire Agreement: These Terms together with any SOW(s) constitute the entire agreement and supersede all prior or contemporaneous understandings, proposals, or communications, whether oral or written.
26.4 Severability: If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remaining provisions will remain in full force and effect.
26.5 Waivers: Any waiver must be in writing and will not be construed as a waiver of any subsequent breach.
26.6 Updates: Agency may update these Terms for future renewals or new SOWs by providing notice via email or posting an updated version. Material changes will not retroactively alter a current fixed‑term SOW unless mutually agreed in writing.
