Formerly Known as Client Terms of Services
Last Modified: May 22, 2024
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Previous 3 Revisions:
PLEASE READ THIS Master Service Agreement CAREFULLY.
Our Master Service Agreement is a contract that governs our Client’s use of our services.
Important Notice of Agreement Name Change
Please note that our agreement name has changed to support future growth. The former name was Client Terms of Service and is now known as Master Service Agreement (“MSA”).
Leap Digital, a key component of the WSI World Network, excels in offering a diverse spectrum of digital services and solutions tailored to meet the evolving needs of our clients. Recognized both as Leap Digital, and WSI - Leap Digital, we navigate the fluid landscape of digital marketing with agility and expertise. This agreement delineates the terms under which we engage with our clients, highlighting our dedication to not just meet but exceed expectations through our comprehensive suite of services. Our affiliation with the global network underscores a commitment to harnessing collective insights and expertise, ensuring that our clients benefit from cutting-edge strategies and innovative solutions. Embracing change as a constant in the digital realm, we are dedicated to adapting our services to keep pace with technological advancements and market trends, ensuring our clients achieve their short-term and long-term goals with unmatched precision and excellence.
At WSI - Leap Digital, we value our clients and strive to provide exceptional service and support. We want you to count on us, and that is why we provide:
Thank you again for choosing Leap Digital, a member of the WSI Family. We look forward to a successful partnership.
Throughout these Terms of Service, the terms 'You' and 'Client' are used with distinct intention. 'Client' formally identifies any individual, company, or entity that engages with Leap Digital Ltd, (alternatively known as WSI - Leap Digital within the WSI World Network) or our parent company, Indatum Inc., for digital services and solutions. This term is utilized in contexts outlining rights, responsibilities, and formal obligations under this agreement.
Conversely, 'You’ directly addresses the same individuals, companies, or entities in a manner designed to engage and guide through the provisions and instructions contained herein. This distinction aims to blend professional clarity with personal engagement throughout the document.
A "Client" relationship is recognized and established through one of two actions: the formal execution of a service agreement, as evidenced by a signature—whether physical or digital—or through the initial payment for services provided by WSI - Leap Digital. Such acknowledgment of the agreement, whether by signing or payment, indicates the Client's (or ‘Your’) acceptance of these Terms of Service and an agreement to adhere to its stipulations.
A Client contract, and these Master Service Agreement with WSI - Leap Digital is considered acknowledged and in effect when a Client either:
It is important to note that failure to make subsequent payments for services does not constitute a termination of this agreement or dissolve the established Client relationship. Termination of this agreement requires explicit written notice from either party, as outlined in the "Termination" section of these Terms of Service.
It is understood and agreed that any employees, agents, or representatives acting on behalf of the Client in engaging with WSI - Leap Digital (also referred to as WSI - Leap Digital) or our parent corporation, Indatum Inc., are bound by the provisions of these Terms of Service. The Client guarantees that their representatives will be made aware of and comply with these terms as if the Client themselves were taking the actions or making the decisions.
This includes, but is not limited to, the submission of requests, approval of proposals, receipt of notices, and making of payments. The Client is responsible for any and all actions taken by their employees or representatives in relation to the services provided by WSI - Leap Digital and must ensure that such representatives act within the scope of their authority as conferred by the Client.
The Client further agrees to indemnify and hold harmless Leap Digital from any breach of these Terms of Service by their representatives. This indemnification includes any liabilities, losses, damages, judgments, charges, and expenses incurred by WSI - Leap Digital as a result of such a breach.
For the purposes of this agreement, and our relationship with our Clients, the names "Leap Digital" and "WSI - Leap Digital" are used interchangeably and refer to corporate entity Leap Digital Ltd, a Division of Indatum Inc. Either designation embodies the full legal entity and operational body providing services under this agreement. All references to Leap Digital or WSI - Leap Digital within this document, in communication, or in any related documentation should be understood as referring to Leap Digital Ltd in its capacity as a division of Indatum Inc., without distinction or difference in obligations, rights, and responsibilities.
We’ve aimed to keep these terms as readable as possible, but in some cases for legal reasons, some of the language is necessarily “legalese”. By receiving the Consulting Services, You are agreeing to these terms.
We update these terms from time to time. If You would like to be added to the mailing list for change notification, please email accounting@leapdigital.ca.
WSI - Leap Digital takes pride in our dedication to assisting Clients in achieving their short-term and long-term goals, often going beyond the stated scope of our agreement to provide support where possible. This commitment reflects our ethos of delivering exceptional value and fostering strong Client relationships. However, it is important for Clients to understand that such additional support is provided at WSI - Leap Digital's discretion and does not signify an ongoing obligation or alteration of the agreed-upon services.
Any work or services requested by the Client that exceed the initially agreed-upon scope will be subject to additional fees invoice hourly as outlined in the Rate Card. The Rate Card provides a detailed breakdown of the fees for various services and is effective as of the Last Modified Date of this agreement. Clients will be informed of any additional charges in advance, and these charges will be billed according to the payment terms specified in this agreement.
Our primary aim is to ensure Client satisfaction and success while also maintaining clear boundaries around the regular scope of our services. Clients are encouraged to review the Rate Card to understand the costs associated with any additional services that may be requested.
The Rate Card is outlined in your original proposal and available to our clients on demand. The Rate Card provides a breakdown of the fees for the services offered by WSI - Leap Digital.
Discounts: WebCare Clients receive a 10% discount on all rates identified in our rate card. Please inquire with your account manager.
Rate Adjustments: Rates provided to clients in our Rate Card are set for 2 years without changes. After 2 years, WSI - Leap Digital reserves the right to adjust rates with 30 days' written notice to the client.
Leap Digital is committed to providing comprehensive support and maintenance services for our clients’ digital assets through our WebCare Service Level Agreement (SLA). Our WebCare services extend beyond typical support, offering a proactive and encompassing approach to managing and enhancing your online presence. This includes regular maintenance, security monitoring, performance optimization, and technical support tailored to the unique needs of your digital infrastructure.
Our WebCare services are designed to function as your virtual IT team, focusing on the ongoing health and performance of your website and associated online services. The core offerings under WebCare include, but are not limited to:
• Regular updates and maintenance of website core, themes, and plugins
• Security monitoring and immediate malware removal
• Performance assessments and optimization initiatives
• Regular backups and disaster recovery protocols
• Direct technical support for emergent and ongoing issues
WebCare services are available to all our clients and are subject to the terms outlined in our Rate Card. WebCare is also available in pre-paid subscription models. Clients who subscribe to WebCare support hour bundles will benefit from proactive monitoring and support, prioritized queue positions and discounted rates compared to standard service offerings. This prioritization ensures that WebCare subscribers receive faster response times and dedicated support, enhancing the overall efficiency and effectiveness of their digital asset management. Detailed pricing and the specific discounts available can be found in the attached rate card, which is periodically updated to reflect the most current offerings and conditions.
The provisions and specific terms governing our WebCare services are detailed in the WebCare Service Level Agreement (SLA), which is an integral part of this Master Service Agreement. By engaging with our WebCare services, clients agree to adhere not only to the terms outlined in this MSA but also to those specified in the WebCare SLA.
A full copy of the WebCare SLA, detailing all terms, conditions, and service commitments, can be accessed here or, you may copy and paste this link: https://godo.leapdigital.ca/webcare-sla. Clients are encouraged to review this document to understand fully the scope of services provided and the terms of service engagement.
A strong working relationship, with great communications, and timely feedback, is critical to a strong partnership, and quality deliverables. Clients are strongly encouraged to provide timely feedback to avoid disruptions and ensure the final website reflects their vision.
Typically, work is deemed completed by WSI - Leap Digital at the time it is delivered, approved by the client, and, optionally, published. The approval process is integral to our scope of services, and timely responses from our clients are key to success. If there is an unreasonable delay in providing written feedback or approval, the work will be deemed closed without further action. In some cases, the next phase of the project may continue, but only if it is independent of the prior task, or at the discretion of WSI - Leap Digital.
Upon the delivery of work, clients are notified via our project management tool and/or email from our delivery team. Clients are expected to review and respond with approval, feedback, or requests for revisions within the specified timeframe. WSI - Leap Digital aims to facilitate prompt progress by setting clear expectations for these timelines.
Clients are entitled to a maximum of two feedback revisions for each delivered piece of work, including website design, content, and other deliverables. Feedback must be provided in writing, ideally using redline updates or similar methods to indicate changes. This ensures that revisions are captured accurately and implemented effectively. For clarity and efficiency, certain clients may prefer to conduct a review meeting with our team to discuss feedback, which we may permit at our discretion.
The approval process, encompassing the initial review and up to two rounds of feedback revisions, is bound by a maximum window as specified in the Approval and Revision Timeline Table below, starting from the date of work delivery. This timeline varies depending on the project type.
If a client fails to provide feedback or approval within the appropriate timeframe, WSI - Leap Digital reserves the right to consider the work closed. Any reengagement to continue or revise work after this closure may require additional costs for reassessment and continuation. This structured approach to feedback and approvals underscores the importance of timely client communication, enabling WSI - Leap Digital to deliver high-quality outcomes that meet client expectations.
If the Client's approval is delayed beyond the Maximum Approval Window outlined in the Approval and Revision Timeline Table, below, WSI - Leap Digital reserves the right to mark the work as complete, effectively concluding the task or project without publication.
If a work task is deemed complete due to a delay in approval, it is considered accepted by the Client and will conclude the scope of work for that task/project. Any work that remains unpublished due to this closure will not be further processed unless the Client reengages WSI - Leap Digital as outlined in the "Reengagement on Delayed Tasks" section.
Should the Client decide to reengage WSI - Leap Digital to continue a task closed due to delayed approval, a cost estimate will be provided, on request, to resume the project, considering any additional effort or revisions required.
For time-sensitive projects like social media posts and email content, the maximum window for feedback and approval is reduced to 5 business days. This shorter timeline ensures content remains relevant and can be published in a timely manner.
Deliverable Work Type |
Number of Revisions |
Maximum Approval Window |
Comments |
Social Media Posts |
2 |
5 business days |
Shorter timeline due to time-sensitive content. Delays will result in work being closed without publishing. |
Email Content & Newsletters |
2 |
5 business days |
Similar to social media posts, approval is required within a shorter timeframe to ensure timely delivery. |
Blogs, Articles, and other Content |
2 |
14 business days |
Timely content is important for search engine marketing results. |
Website Deliverables |
2 |
20 business days |
This window allows for two rounds of revisions. If approval is delayed beyond this period, the work is considered closed and accepted without publishing. |
Website User Acceptance Testing |
2 |
14 business days |
Once a website is deemed complete in development and quality assurance, we submit it to the client for acceptance testing. This phase of the project is called User Acceptance Testing. |
Digital Marketing Deliverables |
2 |
14 business days |
It includes other content that is not specific to social media. Work is considered complete if approval is delayed beyond the set window. |
All Other Deliverables |
2 |
20 business days |
Includes all other approval requests not specified above. |
For accounts that are deemed to be Delinquent Accounts, as defined, there is no standard approval window for feedback or revisions from the date the account is deemed delinquent. WSI - Leap Digital reserves the right, at our discretion, to consider any pending work as closed if the necessary responses or rectifications are not promptly provided. This policy allows us to manage project timelines effectively while maintaining flexibility to assess each case on its merits.
In the case of website projects, WSI - Leap Digital reserves the right to proceed to the next phase without explicit approval if delays in client feedback or approval threaten the project's timeline. This decision is made to maintain project momentum and ensure deadlines are met, especially when subsequent phases are independent of the prior task or when project milestones necessitate uninterrupted progression.
However, if WSI - Leap Digital determines that moving forward without client approval could impact the overall project quality or lead to discrepancies with client expectations, we will take additional measures to ensure alignment with the original project scope. This might include re-evaluating timelines, adjusting project sequences, or holding back certain deliverables until necessary approvals are received.
If these measures are unsuccessful in resolving the issues caused by delayed client feedback, WSI - Leap Digital reserves the right to close the project without issuing a refund. This decision will only be made after reasonable efforts to secure the required approvals and with written communication to the client explaining the reasons for closing the project.
Recognizing that certain projects may encounter unforeseen complexities or require additional deliberation, WSI - Leap Digital reserves the right, at our discretion, to extend the approval and revision timeline. This extension will be considered only if the client has been actively engaged and responsive throughout the review process.
Any decision to extend the timeline will be communicated and documented in writing, specifying the new deadlines and any conditions attached to the extension. This measure ensures that both parties have a clear understanding and agreement on how to proceed without compromising the project’s integrity or delivery quality.
WSI - Leap Digital is committed to working collaboratively with our clients to accommodate their needs while maintaining project momentum and ensuring the successful completion of work to the highest standards.
In cases where client tasks are delayed due to missed deadlines, lack of feedback, or other factors preventing progress, the following steps will be initiated to ensure the project remains on track:
These steps are designed to maintain momentum and ensure timely project completion, respecting both parties' time and resources.
If You encounter any issues with the services provided by WSI - Leap Digital that You believe are covered under our 30-day warranty, please follow these steps to report the issue:
Please note, this warranty does not cover issues arising from unauthorized modifications, misuse, or external factors beyond our control. The warranty period begins on the date the service is delivered or goes live and lasts for 30 days.
WSI - Leap Digital reserves the right to amend or modify these Terms and Conditions at any time, at its sole discretion, to reflect changes in our services, laws, or industry standards. Such amendments will be effective immediately upon their posting on our website or direct communication to the Client, whichever method we deem appropriate. It is the responsibility of the Client to periodically review these terms for any changes.
Acknowledgment of these terms through the signing of a service agreement or through the initial payment for services implies acceptance of the possibility of future amendments. Continued use of WSI - Leap Digital’s services after the posting of amended terms constitutes binding acceptance of the changes. Should a Client disagree with the amended terms, the sole remedy is to discontinue the use of our services and terminate the agreement in accordance with the "Termination" provisions outlined herein.
This revised approach ensures clarity around the definition of a Client and the process for acknowledging and accepting the terms of service, including future amendments. It also underlines the ongoing nature of the agreement and the conditions under which it can be updated or terminated.
This agreement is governed by the laws of Ontario, Canada.
By continuing to use our services You are agreeing to these terms, You acknowledge understanding and acceptance of the outlined provisions for our engagement.
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