Standard Terms of Service
The terms that govern web design, SEO, Google Business Profile and support work carried out by LEAD Web Studio Inc. Version 1.0, effective 21 August 2026.
Short version, so you are not surprised later. We do the work described in your written proposal. You give us accurate content and check it before launch. We cap what we can be held liable for, we exclude indirect losses, and we do not guarantee search rankings or leads. Everything below says the same thing in the detail a contract needs.
1. Acceptance of these Terms
These Terms form a binding agreement between LEAD Web Studio Inc., an Ontario corporation with its office at 18 Cedarcroft Blvd., North York, Ontario, M2R 2Z2, Canada ("we", "us", "our"), and the person or organization engaging us (the "Client", "you").
They apply from the earliest of the moment you: (a) accept a written proposal, quote or statement of work from us; (b) pay an invoice or deposit issued by us; or (c) instruct us in writing to begin work. Any of those three is acceptance, whether or not this page has been signed.
Where a signed proposal or statement of work conflicts with these Terms, the signed document governs for that conflict only; the rest of these Terms continue to apply.
2. Scope of services
We perform only the work described in the written proposal, quote or statement of work accepted by you. Anything not described there is out of scope.
Additional pages, features, integrations, redesigns, revisions beyond those stated, migrations, content writing, or work arising from a change to your requirements are change requests. We will confirm scope and price in writing before proceeding, and change requests are billed at our rates current at the time of the request.
Estimated timelines are estimates. They assume you supply content, feedback and approvals promptly. Delay in your inputs moves our dates by at least the same amount.
3. Your responsibilities
You are responsible for supplying accurate, complete and lawful content, including: business and trading names, telephone numbers, addresses, service areas, opening hours, prices, licence and registration numbers, certifications, insurance statements, staff names, and any legal, regulatory, medical, financial or professional claims.
You represent and warrant that you own, or hold all necessary rights and licences to use, everything you supply to us — text, images, photographs, logos, trade marks, video, fonts, data and third-party material — and that our use of it as instructed by you will not infringe any third party’s rights.
We do not verify the factual accuracy of information about your business. We are not your compliance, legal, accounting, medical or regulatory adviser, and we do not check whether your claims comply with the rules of your industry, your professional body, or advertising law. That review is yours to make.
You are responsible for keeping your own copies of the content you send us.
4. Review and approval
Before a website, page, listing or campaign goes live, we make the material available to you for review.
Content is treated as approved by you when either of the following happens, whichever is earlier:
- you confirm approval in writing (including by email or messaging app); or
- seven (7) days pass after we notify you that the material is live or ready for review, without us receiving written comments from you.
Once content is approved under this clause, we are not responsible for errors, omissions or consequences arising from information that you supplied or approved — including an incorrect phone number, address, price, opening hours, licence number or business claim — or for any loss said to result from them.
If you find such an error later, tell us and we will correct it as a normal support item. Correcting it is not an admission of fault and does not extend our liability.
5. Third-party services
Our work commonly relies on services we do not own or control, including but not limited to: web hosting, domain registrars and DNS, Google (Search, Business Profile, Analytics, Ads, Maps), Stripe, SignNow, email providers, SMS gateways, Cloudflare and other CDNs, plugin and library vendors, and AI providers.
We give no warranty regarding those services, and we are not liable for: their downtime, outages, data loss or errors; changes to their APIs, features, terms or pricing; suspension, restriction, rejection or termination of your account by them; content moderation decisions; or their security incidents.
Fees charged by third parties (hosting, domains, licences, ad spend, transaction fees) are yours unless our written proposal expressly says we cover them.
6. No guarantee of results
Search engines, Google Business Profile, social platforms and AI answer engines are controlled by third parties whose algorithms, policies and interfaces change without notice and without our involvement.
We therefore do not guarantee, and nothing said by us or on this website should be read as guaranteeing: any search ranking or position; appearance or position in the local map pack; inclusion or citation in AI-generated answers; volumes of traffic, impressions, clicks, calls, enquiries, leads, bookings, sales, revenue or conversion rates; indexing of any page; or any specific timeframe for any of these.
Where we quote past results for ourselves or other clients, they are examples of what happened in those circumstances and are not a promise of what will happen for you.
SEO and profile-management plans are engagements to perform the described work each month. Fees are payable for the work performed, not contingent on outcomes.
7. Security
We apply reasonable, industry-standard practices to the work we deliver. We do not warrant that any website, system, integration or transmission is or will remain free from vulnerabilities, intrusion, malware, data loss or unauthorised access. No one can honestly promise that.
Our responsibility for a security incident is limited to incidents caused by our own negligence or wilful misconduct. We are not responsible for incidents arising from: compromise of your credentials, email accounts, devices or networks; acts or omissions of your staff, contractors, agents or other vendors; vulnerabilities in third-party platforms, plugins, themes, libraries or hosting; your own hosting environment or its configuration where we do not manage it; software you or others install or modify after handover; or attacks that occur despite reasonable measures.
You agree to: keep credentials confidential and not share accounts; enable multi-factor authentication where the platform offers it; keep your devices and email secure; and notify us promptly if you suspect a compromise affecting work we deliver.
8. Data and privacy
Where personal information is collected through a website or system we build for you, you are the organization accountable for it under Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA) and any other privacy law that applies to you. You are responsible for your own privacy policy, consents, retention decisions and responses to individuals’ requests.
We act as a service provider processing that information on your instructions and only as needed to perform the services. Where diagnosis or maintenance requires access to production data, that access is limited to the task, and we do not retain such data after the task is complete beyond what is necessary for logs and backups held by the platform.
How we handle information collected through our own website is described in our Privacy Policy.
9. Backups
Unless a written support or maintenance plan that expressly includes backups is in force, backups are not included in development work and remain your responsibility.
Where a plan does include backups, we make reasonable efforts to maintain them, but we give no warranty that any particular backup will exist, be complete, be uncorrupted, or be restorable, and we give no guarantee of recovery time. Keep your own independent copy of anything you cannot afford to lose.
10. Warranty on our work
For ninety (90) days after delivery or launch, we will correct, free of charge, defects in code we wrote that cause the delivered work to fail to function materially as described in the written proposal.
This warranty does not cover: changes made by you or anyone else; hosting, DNS, domain or email failures; changes made by third-party platforms, plugins, browsers or APIs; content errors or content supplied by you; new features, new requirements or design preferences; or misuse. After 90 days, corrections are billable support at our current rates.
Except as expressly stated in this clause, and to the fullest extent permitted by law, all conditions, warranties and representations, express or implied, statutory or otherwise, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are excluded.
11. Limitation of liability
Please read this clause carefully. It limits what you can recover from us.
(a) Cap. Our total aggregate liability to you arising out of or in connection with the services and these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will not exceed the greater of: (i) the total fees actually paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim; or (ii) two thousand five hundred Canadian dollars (CAD $2,500).
(b) Excluded losses. We are not liable, in any circumstances, for indirect, incidental, consequential, special, exemplary or punitive damages, nor for loss of profit, loss of revenue, loss of business, loss of contracts, loss of anticipated savings, loss of goodwill or reputation, loss or corruption of data, or costs of substitute services — whether or not such losses were foreseeable and whether or not we were advised of their possibility.
(c) What is not excluded. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by negligence.
(d) Allocation of risk. You acknowledge that our fees are set on the basis of the limits in this clause, and that they are a reasonable allocation of risk between us.
12. Your indemnity
You will indemnify and hold us harmless against any claim, demand, proceeding, loss, liability, damages, fine, and reasonable legal costs brought by a third party and arising out of or in connection with: content, data, images, logos, trade marks or other material you supplied or approved; claims that such material infringes intellectual property, privacy, publicity or other rights; statements about your business, products, services, pricing, qualifications, licensing or results; your use of the deliverables; or your breach of these Terms or of any law.
13. Intellectual property
Your material. You keep ownership of everything you supply to us, and you grant us a licence to use it as needed to perform the services and, unless you tell us otherwise in writing, to display it in our portfolio as described below.
Custom deliverables. On receipt of payment in full of all amounts owing, ownership of the custom design and custom code created specifically for you under the proposal transfers to you.
Our background IP. We retain all rights in everything we bring to the project or develop for general use, including frameworks, boilerplate, components, libraries, scripts, build tooling, templates, patterns, checklists, processes and know-how ("Background IP"), and we remain free to use it on other projects. Where Background IP is embedded in your deliverables, you receive a perpetual, worldwide, non-exclusive, royalty-free licence to use it as part of those deliverables. You do not receive a right to resell, sublicense or distribute the Background IP on its own.
Third-party components. Fonts, stock images, plugins, themes and libraries remain the property of their owners and are used under their own licences, which pass to you where the licence permits.
Portfolio. We may identify you as a client and display screenshots and links of the publicly visible work in our portfolio, case studies and marketing. We will not publish your confidential information, customer data, analytics figures or non-public material. If you would rather we did not, tell us in writing and we will remove it.
14. Fees, invoicing and late payment
Fees, deposits and the payment schedule are as stated in the written proposal or invoice. Unless stated otherwise, a deposit is required before work begins, and the balance is due on completion or as scheduled. Monthly plans are billed in advance and are payable for the month in which the work is performed.
Invoices are payable within seven (7) days of the invoice date unless the invoice says otherwise. All amounts are in Canadian dollars unless stated otherwise, and are exclusive of applicable taxes, which are added where required.
Overdue amounts bear interest at 1.5% per month, being 19.56% per annum, calculated from the due date until paid in full, both before and after judgment.
Third-party costs (hosting, domains, licences, ad spend, transaction fees) are yours and are additional to our fees unless expressly included in the proposal.
15. Suspension and termination
If an invoice remains unpaid after it falls due, we may, on written notice, suspend work, suspend support, and suspend or withhold access to deliverables and accounts we control, until payment is received. Suspension does not relieve you of amounts owing and does not extend our timelines.
Either party may terminate an engagement on written notice if the other is in material breach and has not remedied it within fourteen (14) days of written notice. You may cancel a monthly plan at any time with written notice effective at the end of the current paid month; monthly fees already paid are not refundable for work already performed.
On termination you must pay for all work performed and all third-party costs committed up to the effective date. Clauses that by their nature should survive termination — including sections 3, 4, 7, 10, 11, 12, 13, 14, 17, 18, 19 and 20 — survive it.
16. Force majeure
Neither party is liable for failure or delay in performing its obligations (other than an obligation to pay money) caused by events beyond its reasonable control, including acts of God, fire, flood, severe weather, epidemic or pandemic, war, terrorism, civil unrest, strike or labour dispute, government action, failure of utilities or telecommunications, internet or hosting outages, cyber-attack, or failure of a third-party platform or supplier.
17. Time limit for claims
Where you are engaging us for business purposes and this agreement is a "business agreement" within the meaning of section 22(5) of Ontario’s Limitations Act, 2002, any claim arising out of or in connection with the services or these Terms must be commenced within one (1) year after the day on which the act or omission on which the claim is based took place, failing which the claim is barred.
This clause does not apply to a Client who is a consumer within the meaning of Ontario’s Consumer Protection Act, 2002, and it does not shorten any limitation period where the law does not permit it to be shortened.
18. Consumers
Nothing in these Terms operates to exclude, restrict or modify any right, warranty, guarantee or remedy that applies to you under Ontario’s Consumer Protection Act, 2002 or any other consumer protection legislation and that cannot lawfully be excluded, restricted or modified.
Where a provision of these Terms would otherwise do so, that provision applies to you only to the extent the law permits, and the remainder of these Terms continues in full force.
19. Governing law and jurisdiction
These Terms and any dispute arising out of or in connection with them are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The courts of Ontario have jurisdiction, and both parties submit to that jurisdiction. Nothing prevents either party from bringing a claim in the Small Claims Court where it has jurisdiction.
20. General
Entire agreement. These Terms, together with the accepted written proposal or statement of work and any document expressly incorporated by them, are the entire agreement between us and replace all prior discussions, quotes, proposals and representations on the same subject.
No reliance. Each party agrees that it has not relied on any statement, promise or representation not expressly set out in this agreement.
Severability. If any provision is held invalid or unenforceable, it is severed or read down to the minimum extent necessary, and the remaining provisions continue in full force.
No waiver. A failure or delay in enforcing a right is not a waiver of it.
Assignment. You may not assign these Terms without our written consent. We may assign them to a successor of our business.
Independent contractor. We provide the services as an independent contractor. Nothing creates a partnership, joint venture, agency or employment relationship.
Notices. Written notice may be given by email to the address each party normally uses to communicate with the other. Notices to us: info@leadlls.com.
Changes to these Terms. We may update these Terms for future work. The version in force is the version published on this page on the date your engagement was accepted under section 1. Superseded versions remain available at their dated URLs so it is always clear which text applied to a given project.
Version 1.0 — effective 21 August 2026. This version is archived at /terms/2026-08-21/.
LEAD Web Studio Inc., 18 Cedarcroft Blvd., North York, Ontario, M2R 2Z2, Canada · info@leadlls.com · +1 (647) 563-9114
See also: Website Terms of Use · Privacy Policy · Accessibility
Questions about any of this?
Ask before you sign. I would rather explain a clause now than argue about it later.