Terms & Conditions
ARTICLE IV – RELATIONSHIP OF PARTIES
4.1 The relationship between Hyve and the Client is that of independent contractors. Nothing in this Agreement shall be construed to form a joint venture, partnership, agency, or employment relationship.
ARTICLE V – CLIENT OBLIGATIONS
5.1 The Client is solely responsible for the accuracy of all information provided about their business, including but not limited to branding, website assets, credentials, and hours of operation. Hyve will not independently verify this data and shall not be liable for misrepresentations or errors.
5.2 The Client shall:
Provide timely access to website hosting, analytics, or CMS credentials;
Review and approve content drafts in a timely manner;
Inform Hyve of any changes to their business structure, financial condition, or technical environment;
Ensure content or assets provided are legally compliant and owned/licensed by the Client.
5.3 Failure to meet these obligations may result in delays, suspension, or termination of Services.
ARTICLE VI – PRICING AND PAYMENT TERMS
6.1 The fees for the Services under this Agreement will be determined based on the specific service package selected by the Client and the agreed-upon term of engagement.
6.2 The specific pricing, payment schedule, and duration shall be detailed in the corresponding Statement of Work (SOW) or Proposal, which, upon execution by both Parties, shall form part of this Agreement.
6.3 No services shall commence until both Parties have signed the applicable Statement of Work or Proposal.
ARTICLE VII – TERM AND TERMINATION
7.1 This Agreement shall commence on the Effective Date and shall remain in effect for the duration of the selected term in Schedule A, unless earlier terminated. Either Party may terminate with forty-five (45) days' written notice.
7.2 The Client remains responsible for all payments due through the end of the original term. Outstanding balances become due within thirty (30) days of termination. Hyve is not obligated to refund payments unless explicitly stated.
ARTICLE VIII – AUTOMATIC RENEWAL
8.1 Unless terminated in accordance with Article VII, this Agreement shall automatically renew under the same terms. Hyve will provide at least sixty (60) days' notice of any rate changes prior to the renewal date.
ARTICLE IX – INVOICING AND PAYMENT
9.1 Monthly fees shall be charged automatically via ACH debit or other agreed payment method. The Client is responsible for ensuring that the payment method remains valid and sufficiently funded. In the event of a failed ACH transaction or invalid payment method, Hyve reserves the right to suspend Services immediately until payment is successfully processed. A service reactivation fee may apply in addition to any applicable late fees.
9.2 The Client must ensure timely payment. Non-payment may result in suspension of service.
9.3 A ten percent (10%) late fee will apply to payments more than thirty (30) days past due.
ARTICLE X – DISPUTES AND RESOLUTION
10.1 The Client must notify Hyve of any invoice dispute within five (5) business days of receipt. Failure to do so constitutes acceptance.
10.2 The Parties shall attempt to resolve disputes through good-faith negotiation. If unresolved, the matter shall proceed to binding arbitration in the Province of Ontario, Canada, in accordance with the rules of the ADR Institute of Canada (ADRIC).
ARTICLE XI – LICENSE TO USE CLIENT MARKS
11.1 The Client grants Hyve a limited, non-exclusive, non-transferable, royalty-free license to use the Client's marks, logos, and brand assets in Hyve's portfolio, website, and promotional materials, in accordance with any provided brand guidelines.
ARTICLE XII – CONTENT COMPLIANCE AND INDEMNITY
12.1 The Client is responsible for ensuring that all media and materials provided are legally compliant and appropriately licensed.
12.2 The Client indemnifies Hyve from all claims or liabilities arising from unauthorized content use.
ARTICLE XIII – DATA USE
13.1 The Client authorizes Hyve to use aggregated, anonymized data from performance analytics to improve its internal strategies. Individual Client data will never be disclosed.
ARTICLE XIV – OWNERSHIP AND INTELLECTUAL PROPERTY
14.1 The Client retains ownership of their original brand assets.
14.2 Hyve will retain ownership of all materials, strategies, and deliverables created during the term.
14.3 Upon full payment, the Client receives a non-exclusive, perpetual license to use the deliverables for their own internal business purposes.
ARTICLE XV – CREATIVE CONTROL AND EXPECTATIONS
15.1 Client understands that Hyve operates using proven strategies and creative discretion.
15.2 Reasonable efforts will be made to align work with the Client’s direction, but no guarantees are made that all preferences will be followed if contrary to best practices.
ARTICLE XVI – PROJECT DELAYS
16.1 Hyve shall not be held liable for delays resulting from Client inaction, failure to respond, or failure to provide access, content, or approvals.
ARTICLE XVII – RESULTS DISCLAIMER
17.1 The Client acknowledges that Website and Social Media traffic outcomes depend on external factors beyond Hyve’s control.
17.2 No guarantees are made regarding rankings, impressions, traffic, or financial outcomes.
ARTICLE XVIII – TESTIMONIALS
18.1 The Client agrees that Hyve may publish testimonials or statements about the Services, which may be edited for clarity and brevity.
18.2 No compensation shall be offered unless agreed in writing.
ARTICLE XIX – REPRESENTATIONS AND WARRANTIES
19.1 Each Party warrants that it has the authority to enter into this Agreement and will comply with all applicable laws.
19.2 The Services will be performed competently and professionally.
ARTICLE XX – LIMITATION OF LIABILITY
20.1 In no event shall Hyve be liable for indirect, incidental, consequential, or punitive damages.
20.2 Total liability shall not exceed the amount paid by the Client in the preceding six (6) months.
ARTICLE XXI – GOVERNING LAW
21.1 This Agreement shall be governed by the laws of the Province of Ontario, Canada, without regard to its conflict of law principles.
ARTICLE XXII – ENTIRE AGREEMENT
22.1 This Agreement, including Schedule A and any attached SOWs, constitutes the entire agreement and supersedes all prior agreements.
22.2 Amendments must be in writing and signed by both Parties.
ARTICLE XXIII – FORCE MAJEURE
23.1 Neither Party shall be liable for failure to perform due to causes beyond its reasonable control, including but not limited to natural disasters, war, terrorism, cyberattacks, or labour disruptions.
ARTICLE XXIV – CONFIDENTIALITY
24.1 Each Party agrees to maintain the confidentiality of the other Party’s Confidential Information, except where disclosure is required by applicable law, regulation, or legal process, in which case the disclosing Party shall provide prior written notice to the extent legally permissible. and to use it only for the purpose of fulfilling its obligations under this Agreement.
24.2 Confidential Information shall not include information that: (a) was already known by the receiving Party without restriction; (b) is or becomes publicly available through no fault of the receiving Party; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing Party’s Confidential Information.
24.3 The obligations in this Article shall survive the termination of this Agreement for a period of two (2) years.
ARTICLE XXV – NON-SOLICITATION
25.1 During the term of this Agreement and for a period of one (1) year following its termination, the Client agrees not to solicit, recruit, or hire any employee or contractor of Hyve who was involved in providing Services under this Agreement without Hyve’s prior written consent.
ARTICLE XXVI – TERMINATION FOR CAUSE
26.1 In addition to any other termination rights herein, either Party may terminate this Agreement immediately upon written notice of the other Party:
Commits a material breach of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice;
Becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy or insolvency proceeding;
Engages in unlawful behavior or conduct that materially interferes with the provision of Services.
ARTICLE XXVII – SURVIVAL
27.1 Any provisions of this Agreement that by their nature should survive termination shall survive, including but not limited to Articles on Confidentiality, Ownership, Indemnity, Governing Law, Dispute Resolution, and Limitations of Liability.
ARTICLE XXVIII – SEVERABILITY
28.1 If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
ARTICLE XXIX – WAIVER
29.1 The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision herein.
ARTICLE XXX – ELECTRONIC SIGNATURES
30.1 This Agreement may be executed and delivered by electronic signature and such signature shall be deemed to have the same legal effect as an original signature.
ARTICLE XXXI – DATA PRIVACY & SECURITY
31.1 Compliance with Laws – Each Party shall comply with all applicable Canadian data protection and privacy laws, including without limitation the Personal Information Protection and Electronic Documents Act (PIPEDA), any substantially similar provincial private sector privacy laws, and any binding regulations or guidelines issued by the Office of the Privacy Commissioner of Canada or relevant provincial privacy regulators. If Hyve processes personal data of individuals subject to foreign laws (e.g., the GDPR or CCPA), it shall comply with such laws to the extent applicable.
31.2 Definitions – For purposes of this Article:
“Personal Information” means information about an identifiable individual, as defined in PIPEDA and applicable provincial laws.
“Processing” means any operation performed on Personal Information, whether or not by automated means, including collection, use, disclosure, storage, and destruction.
“Data Breach” means any confirmed unauthorized access to, acquisition of, use of, or disclosure of Personal Information that compromises its security, confidentiality, or integrity.
31.3 Roles and Purpose – The Parties acknowledge that, with respect to Personal Information processed in connection with the Services, Hyve acts as a “Processor” or “Service Provider” and the Client acts as the “Controller” or “Business” (or their Canadian equivalents). Hyve shall process Personal Information solely to perform the Services, on documented instructions from the Client, and shall not sell, share, or use such data for any other purpose.
31.4 Client Responsibilities – The Client shall ensure that:
It has obtained all required consents and legal authority to provide Personal Information to Hyve;
All Personal Information provided to Hyve is accurate, lawful, and does not infringe third-party rights;
It maintains safeguards for system credentials and access to integrated services;
It promptly notifies Hyve of any actual or suspected compromise of systems or credentials.
31.5 Security Measures – Hyve shall implement and maintain appropriate technical and organizational measures proportionate to the nature and sensitivity of the Personal Information, including, without limitation:
(a) Encryption of Personal Information in transit and at rest, where appropriate;
(b) Access controls and secure authentication protocols;
(c) Regular review and update of security policies;
(d) Security audits and vulnerability assessments as commercially reasonable.
31.6 Subprocessors – Hyve may engage third-party subprocessors provided they are bound by written agreements requiring equivalent data protection obligations. Hyve shall remain liable for their acts and omissions.
31.7 Breach Notification – In the event of a confirmed Data Breach affecting Client Personal Information, Hyve shall notify the Client without undue delay, and no later than seventy-two (72) hours after becoming aware, providing sufficient information for the Client to meet any legal reporting obligations.
31.8 Retention and Deletion – Hyve shall retain Personal Information only as long as necessary for the purposes of this Agreement or as required by law. Upon termination or upon Client’s written request, Hyve shall securely delete or return all Personal Information within thirty (30) days, unless retention is required by law.
31.9 Liability Cap for Data Incidents – Except in cases of gross negligence or willful misconduct, Hyve’s total liability for any claims, losses, damages, or expenses arising from a Data Breach or related obligations under this Article shall not exceed the total amount paid by the Client to Hyve under this Agreement in the six (6) months preceding the event, and Hyve shall not be liable for indirect, incidental, consequential, or punitive damages.
31.10 Incorporation of Privacy Policy – Hyve’s Privacy Policy, as published athttps://www.hyveagency.com/privacy-policy, is incorporated into this Agreement by reference. In the event of a conflict between the Privacy Policy and this Article, this Article shall prevail.