Terms of Service
At Setsail Marketing, our Terms of Service are built on respect, creativity, and passion. We provide clear, transparent services while fostering innovative, resourceful solutions tailored to your needs. By working with us, you agree to collaborate with integrity and share our commitment to creating impactful, meaningful results.
Effective Date: November 19, 2025
BACKGROUND These Terms of Service govern your use of services provided by Setsail ("we," "us," "our"). By engaging our services, you agree to these terms.
SERVICES PROVIDED You agree to engage Setsail to provide you with the services described in the "Project Cost Overview" table (the "Services").
The Services will also include any other tasks which the parties may agree on. Setsail agrees to provide such Services to you.
TERM OF AGREEMENT The term of this Agreement (the "Term") will begin on the date you engage our services and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
In the event that either party wishes to terminate this Agreement, that party will be required to provide 30 days' written notice to the other party.
In the event that either party breaches a material provision under this Agreement, the non-defaulting party may terminate this Agreement immediately and require the defaulting party to indemnify the non-defaulting party against all reasonable damages.
This Agreement may be terminated at any time by mutual agreement of the parties.
Except as otherwise provided in this Agreement, our obligations will end upon the termination of this Agreement.
PERFORMANCE The parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
COMPENSATION Setsail will charge you for the Services as described in the "Project Cost Overview" table (the "Compensation").
In the event that this Agreement is terminated by you prior to completion of the Services but where the Services have been partially performed, Setsail will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of Setsail.
PAYMENT TERMS All invoices are due upon receipt and payment is final and non-refundable.
For project-based work, each phase is billed in advance and work on subsequent phases will begin only after payment for the current phase has been received.
For subscription-based services, payment is processed automatically on the billing date. Subscriptions will auto-renew unless cancelled. To cancel a subscription, you must provide written notice at least 30 days prior to the next billing date. Written notice must be sent via email to accounting@setsail.ca.
Upon receipt of cancellation notice:
- Services will continue until the end of the current paid billing period
- No refunds will be issued for the current billing period
- Auto-renewal will be disabled and no further charges will occur
- You will retain access to all services through the end of the paid period
Cancellations submitted with less than 30 days' notice will take effect at the end of the following billing period, and you will be charged for one additional billing cycle.
OUT-OF-SCOPE WORK Any requests beyond the agreed project scope will be billed separately, unless otherwise agreed in writing.
REIMBURSEMENT OF EXPENSES Setsail will be reimbursed from time to time for reasonable and necessary expenses incurred in connection with providing the Services.
All expenses must be pre-approved by you.
INTEREST ON LATE PAYMENTS Interest payable on any overdue amounts under this Agreement is charged at a rate of 25.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.
CONFIDENTIALITY Confidential information (the "Confidential Information") refers to any data or information relating to your business which would reasonably be considered to be proprietary to you including, but not limited to, accounting records, business processes, and client records and that is not generally known in your industry and where the release of that Confidential Information could reasonably be expected to cause harm to you.
Setsail agrees that we will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which we have obtained, except as authorized by you or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
OWNERSHIP OF INTELLECTUAL PROPERTY All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be your sole property. Your use of the Intellectual Property will not be restricted in any manner.
Setsail may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with your written consent. Setsail will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
CAPACITY/INDEPENDENT CONTRACTOR In providing the Services under this Agreement it is expressly agreed that Setsail is acting as an independent contractor and not as an employee. You and Setsail acknowledge that this Agreement does not create a partnership or joint venture between the parties, and is exclusively a contract for service.
RIGHT OF SUBSTITUTION Except as otherwise provided in this Agreement, Setsail may, at our absolute discretion, engage a third party sub-contractor to perform some or all of our obligations under this Agreement and you will not hire or engage any third parties to assist with the provision of the Services.
In the event that Setsail hires a sub-contractor: Setsail will pay the sub-contractor for its services and the Compensation will remain payable by you to Setsail. For the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of Setsail.
AUTONOMY Except as otherwise provided in this Agreement, Setsail will have full control over working time, methods, and decision-making in relation to the provision of the Services in accordance with the Agreement. Setsail will work autonomously and not at your direction. However, Setsail will be responsive to your reasonable needs and concerns.
NO EXCLUSIVITY The parties acknowledge that this Agreement is non-exclusive and that either party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
NOTICE All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the parties at the email addresses provided or to such other address as either party may from time to time notify the other.
LIMITATION OF LIABILITY Setsail will deliver all work professionally and to the best of our ability. However, we cannot guarantee that all work will be entirely error-free and therefore cannot be held liable for any damages, including lost profits, lost savings, or any incidental, consequential, or special damages, even if previously advised.
NON-SOLICITATION You agree not to directly or indirectly solicit, recruit, hire, or engage any Setsail employees or contractors for the duration of their employment or contract with Setsail and for a period of 12 months after their employment or contract ends.
INDEMNIFICATION Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each party agrees to indemnify and hold harmless the other party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
TIME OF THE ESSENCE Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
GOVERNING LAW This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia.
SEVERABILITY In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
WAIVER The waiver by either party of a breach, default, delay or omission of any of the provisions of this Agreement by the other party will not be construed as a waiver of any subsequent breach of the same or other provisions.
BUSINESS HOURS Please note that our business hours are Monday to Friday, from 9 am until 5 pm (excluding Public Holidays). Any emails and/or requests communicated to the Setsail team beyond the above-stated times of operation will be attended to in a quick, timely fashion at the beginning of the following business day.