Terms of
Service

Agreement Overview

These Terms of Service (the “Terms”) describe the conditions on which ORBIX MARKETING INC. makes its Website and its Services available, and they form a binding agreement once accepted. They apply to everyone who visits the Website and to every Client that retains us. Please review them before using the Website or instructing us to perform any work.

A binding agreement for the Services is created when any of the following occurs: the Client accepts a written proposal or quotation issued by ORBIX MARKETING INC.; ORBIX MARKETING INC. confirms a Client order in writing; or both parties sign a Service Order. Each such agreement incorporates these Terms by reference.

The Services are made available to business customers only. ORBIX MARKETING INC. does not contract with consumers and does not provide consumer-facing marketing or consumer profiling. By submitting a contact form, audit request, or any other enquiry through the Website, you confirm that you have read and accept these Terms to the extent they govern use of the Website and communications that precede a signed agreement.

Interpretation and Definitions

In these Terms, references to writing include email; references to a statute include its regulations and any later amendments; headings are for convenience only; “including” means “including without limitation”; and all monetary amounts are in Canadian dollars (CAD) unless stated otherwise. The following defined terms apply:

• “ORBIX” (also “we”, “us”, “our”) means ORBIX MARKETING INC., Ontario Corporation Number 1001571962, with its office at 67 Yonge Street, Suite 701, Toronto, Ontario, M5E 1J8, Canada.
• “Client” (also “you”, “your”) means the business, organization, partnership, or sole proprietor that accesses the Website or retains ORBIX MARKETING INC. for the Services. ORBIX MARKETING INC. operates strictly on a business-to-business basis.
• “Agreement” means the contract between ORBIX MARKETING INC. and the Client, consisting of these Terms together with any applicable proposal, order confirmation, or Service Order.
• “Service Order” means any written proposal, statement of work, brief, or schedule agreed by the parties that sets out the specific services, Deliverables, timelines, and Fees for a particular project.
• “Services” means the business-to-business marketing services provided by ORBIX, which may include software development support, IT consulting, website development, digital infrastructure support, technical implementation, marketing technology configuration, digital marketing support, social media management and content, campaign planning and execution, paid-media implementation, search and performance support, creative and brand assistance, analytics and reporting, dashboard configuration, and market research, as described in a Service Order. The Services do not include any independent sourcing, purchase, enrichment, sale, or brokerage of personal information or contact lists by ORBIX.
• “Deliverables” means any output, report, dashboard, creative asset, content, campaign configuration, plan, or other material that ORBIX MARKETING INC. produces for the Client under a Service Order.
• “Fees” means the amounts payable by the Client for the Services, as set out in the Agreement.
• “Intellectual Property” means all patents, copyright, database rights, trademarks, industrial design rights, trade secrets, know-how, and any other intellectual property rights anywhere in the world, whether or not registered.
• “Confidential Information” means non-public information disclosed by one party to the other in connection with the Agreement that is marked confidential or that a reasonable person would treat as confidential given its nature and the circumstances of disclosure.
• “Personal Information” has the meaning given to it in the Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”) and any applicable provincial privacy legislation.
• “Website” means the website at https://www.orbixit.website and any associated pages operated by ORBIX.

Website Access and Acceptable Use

The Website is provided on an as-available basis. ORBIX MARKETING INC. may modify, suspend, or withdraw all or part of the Website at any time without notice and is not liable if the Website is unavailable for any period.

When using the Website you agree that you will not:

• use it for any unlawful, deceptive, or harmful purpose;
• send unsolicited commercial electronic messages through or by means of it, contrary to Canada’s Anti-Spam Legislation (“CASL”);
• attempt to gain unauthorized access to the Website, its servers, or any connected system;
• introduce any virus, malware, or other harmful code;
• scrape, harvest, or extract data from the Website by automated means without our written consent;
• misrepresent your identity or your association with any person or organization.

Website content is provided for general information only. While ORBIX MARKETING INC. takes reasonable care to keep it current and accurate, ORBIX MARKETING INC. makes no representation or warranty, express or implied, as to its completeness, accuracy, reliability, or fitness for any particular purpose.

Provision of Services

ORBIX MARKETING INC. will provide the Services in accordance with the applicable Agreement. The detailed scope, Deliverables, timelines, and any acceptance criteria for each project will be set out in a Service Order.

ORBIX MARKETING INC. will perform the Services with reasonable skill, care, and diligence, using appropriately qualified personnel. ORBIX MARKETING INC. acts as an independent contractor, and nothing in these Terms creates any employment, partnership, agency, or joint venture between the parties.

The Client acknowledges that timely performance depends on its cooperation. The Client will provide accurate, complete, and timely information, access, and materials reasonably required for the Services; designate an authorized contact as the primary point of liaison; and review and comment on Deliverables without undue delay. ORBIX MARKETING INC. is not responsible for any delay or deficiency arising from the Client’s failure to meet these responsibilities.

Any change to the agreed scope must be recorded in writing by both parties, whether by a change request or a revised Service Order. ORBIX MARKETING INC. may adjust Fees or timelines to reflect a material change in scope.

Delivering certain Services may involve third-party platforms, tools, and advertising networks, such as Google, Meta, and LinkedIn. ORBIX MARKETING INC. will use reasonable care in selecting and using such platforms, but the Client accepts that their performance is outside ORBIX’s control and that ORBIX MARKETING INC. makes no representation or warranty regarding the results achievable through them. Any media or advertising spend on a third-party platform is paid by the Client directly to that platform. Where the Services involve commercial electronic messages (such as email or SMS campaigns), the Client is responsible for ensuring a lawful basis under CASL, including obtaining and maintaining the necessary consents, providing accurate sender identification, and including a functioning unsubscribe mechanism in every message. ORBIX MARKETING INC. does not independently determine target audiences, recipient lists, the basis for sending, or retention periods for Personal Information.

Fees, Taxes and Payment

Fees for the Services are as set out in the Agreement and are stated in Canadian dollars unless agreed otherwise. All Fees are exclusive of applicable Goods and Services Tax / Harmonized Sales Tax (GST/HST) and any other applicable taxes or duties, which the Client pays in addition at the prevailing rate.

Unless the Agreement provides otherwise, ORBIX MARKETING INC. invoices monthly in advance or against milestones set out in the Service Order. Invoices are payable within fifteen (15) days of the invoice date, in full, without deduction, withholding, or set-off.

If the Client fails to pay an invoice by its due date, ORBIX MARKETING INC. may charge interest on the overdue amount at the rate of one and one-half percent (1.5%) per month, being eighteen percent (18%) per year (the annual rate being stated in accordance with the Interest Act (Canada)), calculated from the due date until payment is received. ORBIX may also suspend the Services until the overdue amount is paid in full and recover reasonable costs of collection.

Where agreed in advance, ORBIX may recharge reasonable out-of-pocket expenses connected with the Services, such as travel, accommodation, or third-party software licences.

Ownership and Intellectual Property

Each party retains ownership of the Intellectual Property it held before the Agreement. Nothing in these Terms transfers ownership of either party’s pre-existing Intellectual Property.

Subject to payment of all Fees in full, ORBIX assigns to the Client the Intellectual Property in the Deliverables created specifically for the Client under the applicable Service Order, to the extent such rights are capable of assignment at law. For clarity, ORBIX retains ownership of its methodologies, frameworks, tools, templates, processes, know-how, and general techniques, and of any pre-existing material incorporated into the Deliverables, which is licensed to the Client on a non-exclusive, royalty-free basis solely to enable the Client to use the Deliverables. Each party waives, in favour of the other and its permitted assignees, any moral rights in materials it contributes, to the extent permitted by law.

The Client grants ORBIX a non-exclusive, royalty-free licence to use its materials, data, brand assets, and platform access only to the extent necessary to deliver the Services during the term of the Agreement.

Confidential Information

Each party (as receiving party) agrees to keep the other party’s (as disclosing party) Confidential Information strictly confidential, not to disclose it to any third party without prior written consent, and to use it only for the purposes of the Agreement. These obligations do not apply to information that is or becomes public through no fault of the receiving party; was lawfully held before disclosure; is independently developed by the receiving party; or must be disclosed by law, regulation, or court order, provided the receiving party gives prompt notice (where lawful) and reasonable assistance to limit the scope of disclosure. These confidentiality obligations continue for three (3) years after the Agreement ends.

Privacy and Personal Information

Each party will comply with its obligations under PIPEDA and any other applicable Canadian privacy legislation. ORBIX collects and uses Personal Information about Website visitors only to the limited extent described in its Privacy Policy, which is set out below and published on the Website.

Where ORBIX handles Personal Information on the Client’s behalf in the course of the Services, ORBIX does so only as a service provider acting on the Client’s documented instructions, and the Client remains the organization accountable for that Personal Information under PIPEDA. The information concerned may be reached through the Client’s own websites, applications, CRM systems, analytics tools, advertising accounts, social media accounts, dashboards, or other platforms the Client controls. The Client is responsible for the purposes of collection, the consents obtained from individuals, the categories of information, the individuals targeted, any disclosures, retention periods, account ownership, and the approval of message content and publication. ORBIX does not sell, enrich, broker, or reuse the Client’s Personal Information for its own purposes, and where appropriate the parties will enter into a written data processing arrangement or include equivalent terms in the Service Order.

International data protection (EU GDPR and UK GDPR). Because the Website is available globally and Clients may be located anywhere in the world, the parties acknowledge that the EU General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”) and the UK GDPR may apply to personal data processed under the Agreement. Where they apply, each party will comply with its respective obligations under them, and the following terms supplement, and do not limit, this clause 8.

Roles of the parties. Where ORBIX processes personal data on the Client’s behalf in the course of the Services, ORBIX acts as a processor and the Client as controller within the meaning of the EU GDPR and UK GDPR. The Client warrants that it has a valid lawful basis for the processing, has given data subjects all required information, and has obtained any necessary consents. ORBIX will process such personal data only on the Client’s documented instructions; keep it confidential; apply appropriate technical and organisational measures; assist the Client, so far as reasonably possible, with data subject requests and with the Client’s obligations on security, breach notification, and data protection impact assessments; engage sub-processors only with the Client’s authorisation and under equivalent obligations; and, at the Client’s choice, delete or return the personal data at the end of the Services. Where Article 28 of the EU GDPR or UK GDPR requires it, the parties will enter into a separate data processing agreement, which prevails over this clause in the event of conflict.

International transfers. Where the Services involve transferring personal data from the EEA or the United Kingdom to a country not recognised as providing an adequate level of protection, the parties will put in place an approved transfer mechanism, such as the European Commission’s Standard Contractual Clauses together with the UK International Data Transfer Addendum, and carry out any transfer risk assessment that is required.

Representative. Where ORBIX is required under Article 27 of the EU GDPR or UK GDPR to designate a representative in the EU or the United Kingdom, the details of that representative will be made available on the Website or on request.

Warranties and Disclaimers

Each party warrants that it has the right, power, and authority to enter into and perform the Agreement. ORBIX further warrants that the Services will be performed with reasonable skill, care, and diligence and that, to the best of its knowledge, the Deliverables will not infringe the Intellectual Property of any third party. The Client further warrants that it holds all rights and permissions necessary to share any materials, data, or access required for the Services and that its use of the Services and Deliverables will not breach any law or third-party right.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, ORBIX DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING THOSE OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, ORBIX DOES NOT WARRANT THAT THE SERVICES WILL PRODUCE ANY PARTICULAR VOLUME OR QUALITY OF ENQUIRIES, PIPELINE, REVENUE, REACH, ENGAGEMENT, OR OTHER COMMERCIAL RESULT.

Limitation of Liability and Indemnity

To the fullest extent permitted by law, ORBIX is not liable to the Client for any loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of data, or loss of goodwill, or for any indirect, incidental, special, or consequential loss, however arising (including through negligence or breach of contract), even if ORBIX was advised of the possibility of such loss.

Subject to clause 10.4, ORBIX’s total aggregate liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with the Agreement, will not exceed the total Fees paid or payable by the Client to ORBIX in the three (3) months immediately preceding the event giving rise to the claim.

The Client will indemnify ORBIX against any third-party claim, and any resulting loss, damage, or reasonable expense, arising from the Client’s materials or data, the Client’s instructions, the Client’s use of the Deliverables, or the Client’s breach of CASL or applicable privacy law in connection with campaigns directed by the Client.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded under applicable law.

Term, Suspension and Termination

The Agreement begins on the date it is entered into (or, for use of the Website, on the date of first access) and continues until terminated under this clause.

Either party may terminate a Services Agreement on thirty (30) days’ written notice, unless the Service Order specifies a different notice period. In that case the Client remains liable for all Fees for Services performed up to and including the termination date, together with any non-cancellable commitments ORBIX made before receiving the notice, for which ORBIX will provide reasonable supporting evidence on request.

Either party may terminate the Agreement immediately by written notice if the other party commits a material breach and, where the breach can be remedied, fails to remedy it within fifteen (15) days of written notice; becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings under the Bankruptcy and Insolvency Act (Canada) or equivalent legislation; or ceases, or threatens to cease, carrying on business.

On termination: all accrued amounts become immediately due and payable; each party will promptly return or, at the other party’s election, destroy the other party’s Confidential Information; all licences granted under the Agreement end, except that licences in assigned Deliverables (where Fees have been paid in full) survive; and any clauses intended by their nature to survive will do so, including clauses 5, 6, 7, 8, 9.2, 10, 11.4, 13, and 14.

Force Majeure

Neither party is in breach of the Agreement, or otherwise liable, for any delay or failure to perform caused by an event beyond its reasonable control (a “Force Majeure Event”), including acts of God, war, civil unrest, epidemic or pandemic, governmental action, labour disruption, power failure, or telecommunications outage. The affected party will give prompt notice and use reasonable efforts to mitigate the impact. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate the Agreement by written notice without liability.

Governing Law and Dispute Resolution

The Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in that province.

The parties will first attempt to resolve any dispute through good-faith negotiation. If the dispute is not resolved within thirty (30) days of written notice, either party may submit the matter to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in Toronto, to which each party irrevocably attorns, subject to any right of appeal.

Miscellaneous

The Agreement (these Terms together with any Service Order) is the entire agreement between the parties on its subject matter and supersedes all prior representations, discussions, and agreements. Each party confirms it has not relied on any statement, warranty, or promise not expressly set out in the Agreement.

No amendment to the Agreement is effective unless made in writing and signed by authorized representatives of both parties. A party’s delay or failure to enforce any right is not a waiver of it, and waiving one breach does not waive any later breach.

If any provision of these Terms is found invalid, unlawful, or unenforceable, it will be severed and the remaining provisions will continue in full force and effect.

The Client may not assign or transfer any of its rights or obligations under the Agreement without ORBIX’s prior written consent. ORBIX may assign the Agreement to an affiliate or successor in connection with a reorganization, merger, or sale of its business.

The Agreement is for the benefit of the parties only and does not confer any right or remedy on any other person.

Notices under the Agreement must be in writing and sent by email (with confirmation of receipt) or by prepaid courier or registered mail to the addresses recorded in the Agreement or on the Website. Notices sent by mail are deemed received on the second business day after sending.

The parties have requested that the Agreement and all related documents be drawn up in English.

Contact Information

For any questions about these Terms of Service, please contact us:

ORBIX MARKETING INC.
67 Yonge Street, Suite 701, Toronto, Ontario, M5E 1J8, Canada
Email: ceo@orbixit.website
Website: https://www.orbixit.website

Ontario Corporation Number 1001571962 — Incorporated in Canada.