These Terms of Service (the “Terms”) govern the relationship between Ardor Digital (“Ardor Digital,” “we,” “us,” or “our”), a company incorporated in Canada, and any individual or entity (“Client” or “you”) that engages Ardor Digital for email marketing services.
By signing a Statement of Work, proposal, or other service agreement, or by otherwise engaging our services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.
These Terms should be read alongside any Statement of Work or project agreement, which will govern the specific scope, timeline, and fees for individual engagements. In the event of a conflict between these Terms and a Statement of Work, the Statement of Work shall prevail.
Ardor Digital provides email marketing services, which may include but are not limited to:
The specific services, deliverables, timelines, and fees for each engagement will be set out in a Statement of Work or proposal agreed upon by both parties. We do not guarantee any specific results from the Services. Email marketing performance depends on many factors beyond our control, including your product, audience, and market conditions.
To enable us to deliver the Services effectively, you agree to:
Delays caused by your failure to meet these responsibilities may affect our ability to deliver within agreed timelines. We will not be liable for such delays.
Fees for the Services will be set out in the applicable Statement of Work or proposal. Unless otherwise agreed, fees are quoted in Canadian dollars. We reserve the right to update our standard rates with reasonable notice, though any agreed fees in an active Statement of Work will not change during that term.
Invoices are due within 14 days of the invoice date unless otherwise agreed in writing. Where a retainer or recurring engagement is in place, fees are payable in advance at the start of each billing period.
If payment is not received by the due date, we reserve the right to pause or suspend delivery of the Services until payment is made. We may also charge interest on overdue amounts at a rate of 1.5% per month (or the maximum permitted by applicable law, whichever is lower).
All fees are exclusive of applicable taxes (including GST/HST, VAT, or equivalent). You are responsible for any taxes applicable to your jurisdiction. Where required by law, we will add applicable taxes to invoices.
All content, brand assets, data, and other materials you provide to us (“Client Materials”) remain your property. You grant us a limited licence to use Client Materials solely for the purpose of delivering the Services during the term of our engagement.
Upon receipt of full payment, ownership of campaign-specific deliverables produced for you (such as email templates, copy, and creative assets) transfers to you. You may use these materials freely following the conclusion of our engagement.
Our proprietary methodologies, frameworks, processes, templates, and know-how remain the intellectual property of Ardor Digital. Nothing in these Terms transfers ownership of Ardor Digital IP to you. You may not reproduce, reverse-engineer, or share our proprietary processes or methodologies without our prior written consent.
We may reference your business name and describe the nature of our engagement in our portfolio or marketing materials. We will not disclose confidential performance data or campaign-specific details without your prior written consent. If you would prefer not to be referenced, please let us know.
“Confidential Information” means any non-public information disclosed by either party to the other in connection with the Services, including business plans, subscriber data, campaign performance, pricing, and technical processes. Each party agrees to:
Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was independently developed, or is required to be disclosed by law or court order (in which case, we will notify you to the extent permitted by law).
Confidentiality obligations survive termination of these Terms for a period of three years.
Our collection and use of personal information in connection with our website and business operations is governed by our Privacy Policy, available at ardordigital.com/privacy-policy.
In the course of providing the Services, we may access or process personal data belonging to your subscribers or customers. In these circumstances, you are the data controller and we act as your data processor. You are responsible for ensuring you have a lawful basis to share subscriber data with us and that your own privacy practices comply with applicable law.
Where you are based in or serve customers in the European Economic Area (EEA) or the United Kingdom, the processing of personal data under these Terms is subject to our Data Processing Agreement (DPA), which is incorporated by reference. If you require a signed DPA, please contact us at hello@ardordigital.com. We will process personal data only in accordance with your documented instructions and applicable data protection law.
You are solely responsible for ensuring that all email and SMS marketing conducted using your subscriber lists complies with CASL, CAN-SPAM, GDPR, UK GDPR, and any other applicable anti-spam or electronic communications law. This includes obtaining and maintaining valid consent from your subscribers. We will flag compliance concerns where we identify them, but ultimate responsibility rests with you as the sender of record.
You may not use the Services in connection with any content, campaign, or activity that:
We reserve the right to decline or discontinue any work that, in our reasonable judgment, violates these standards or could expose either party to legal or reputational risk.
These Terms remain in effect for the duration of any active Statement of Work and continue until all obligations have been fulfilled or the engagement is otherwise terminated.
Either party may terminate an ongoing engagement by providing 30 days written notice, unless a different notice period is specified in the Statement of Work. You will be invoiced for all work completed and expenses incurred up to the termination date.
Either party may terminate these Terms immediately if the other party materially breaches these Terms and fails to remedy that breach within 14 days of written notice. We may also suspend or terminate immediately if you fail to make payment when due, violate the acceptable use terms, or engage in conduct we reasonably consider harmful to our business or reputation.
Upon termination, you will promptly pay all outstanding fees. We will return or delete your Confidential Information and Client Materials upon request. Clauses relating to payment, intellectual property, confidentiality, limitation of liability, and governing law survive termination.
Each party warrants that it has the authority to enter into these Terms and that doing so does not violate any other agreement.
You warrant that all Client Materials and subscriber lists provided to us are owned by you or that you have the necessary rights to use them, and that their use by us in delivering the Services will not infringe any third-party rights.
The Services are provided with reasonable care and skill. However, we do not guarantee any specific results, revenue outcomes, open rates, or return on investment. Email marketing performance depends on many variables outside of our control.
We do not warrant that the Services will be uninterrupted or error-free, or that third-party platforms (such as Klaviyo) will perform without issue. We are not liable for failures or disruptions caused by third-party platforms.
To the extent permitted by applicable law, all other warranties, express or implied, are disclaimed.
Nothing in these Terms limits or excludes either party's liability for fraud, death or personal injury caused by negligence, or any other liability that cannot be excluded by law.
Subject to the above, our total aggregate liability to you for any claim arising out of or in connection with these Terms or the Services will not exceed the total fees paid by you to us in the three months immediately preceding the event giving rise to the claim.
Neither party will be liable to the other for any indirect, incidental, consequential, or punitive damages, including loss of profits, loss of data, or loss of goodwill, even if advised of the possibility of such damages.
Note for UK and EU clients: Nothing in these Terms is intended to limit rights that cannot be excluded under UK or EU consumer or business protection law. Where applicable law requires a higher standard of liability than set out here, that standard will apply.
You agree to indemnify and hold harmless Ardor Digital and its officers, employees, and contractors from any claims, losses, damages, or costs (including reasonable legal fees) arising from:
We may provide Services to you for the benefit of your end clients under your own brand (“White Label Services”). Where White Label Services are provided, you remain responsible for your end clients' compliance with applicable law and with these Terms. You agree to indemnify Ardor Digital from any claims arising from your end clients' use of the White Label Services.
These Terms are governed by and construed in accordance with the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein. Any disputes arising out of or in connection with these Terms will be subject to the exclusive jurisdiction of the courts of Halifax, Nova Scotia.
For clients based in the UK or EEA, nothing in this clause limits your right to bring proceedings in your local courts in respect of matters governed by mandatory local consumer or business protection law.
We may update these Terms from time to time by posting a revised version on our website. Material changes will be communicated to active clients with reasonable notice. Continued use of the Services after the effective date of any update constitutes acceptance of the revised Terms.
These Terms, together with any applicable Statement of Work and our Privacy Policy, constitute the entire agreement between the parties regarding the Services and supersede all prior understandings or representations.
If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
Failure by either party to enforce any provision of these Terms will not constitute a waiver of that right.
Neither party will be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, government actions, infrastructure failures, or cyberattacks. The affected party will notify the other promptly and use reasonable efforts to resume performance.
Questions about these Terms should be directed to:
Ardor Digital
Email: hello@ardordigital.com
Website: www.ardordigital.com