Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between SpecSavi Ltd. ("SpecSavi," "we," "us," or "our") and you, the client or website user ("Client," "you," or "your"). These Terms govern your access to and use of our website at specsavi.com and any services we provide.

By accessing our website, engaging our services, or executing a service agreement that incorporates these Terms, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access our website or use our services.

2. Definitions

• "Services" means all consulting, implementation, management, and support services provided by SpecSavi, including Revenue Operations consulting, CRM implementations, sales and marketing automation, offshore BDR team management, data governance, and AI-powered prospecting tools.
• "Client" means the individual or organization that engages SpecSavi for Services.
• "Partner" means any third-party service provider, consultant, technology vendor, or specialist with whom SpecSavi maintains a relationship.
• "Deliverables" means any work product, documentation, code, automation, analysis, or other materials created by SpecSavi specifically for Client.
• "Confidential Information" means any non-public information disclosed by one party to the other.
• "Statement of Work" (SOW) means a document detailing specific scope, deliverables, timeline, and fees for a particular engagement.

3. Services

3.1 Service Offerings

SpecSavi provides the following categories of services:

• Fractional Revenue Operations Consulting: Strategic RevOps planning, sales and marketing process optimization, revenue analytics
• CRM and Technology Implementation: Platform implementations (HubSpot, Salesforce), system migrations, custom automation
• Offshore BDR Operations: Recruitment and management of offshore business development teams in India and Philippines
• Data Governance and Analytics: Data quality management, system integrations, reporting dashboards
• AI-Powered Prospecting: AI-driven lead intelligence, automated workflows, custom automation solutions

3.2 Service Delivery Models

Retainer-Based Services: Ongoing monthly or quarterly engagements with defined scope and recurring deliverables.

Project-Based Services: Fixed-scope engagements with specific timelines and completion criteria.

Offshore Team Staffing: Dedicated or shared BDR resources managed directly by SpecSavi.

3.3 Scope and Changes

The specific scope of Services will be detailed in a Statement of Work. Any changes to the agreed scope must be documented in writing and may result in adjusted fees and timelines.

4. Client Obligations

4.1 Information and Access

Client agrees to:

• Provide accurate, complete, and timely information necessary for service delivery
• Grant appropriate access to systems, platforms, and data required for Services
• Maintain necessary licenses for all third-party software
• Designate authorized representatives for project decisions
• Respond to requests for feedback and approvals within reasonable timeframes

4.2 Data Accuracy and Compliance

Client represents and warrants that:

• All data provided to SpecSavi is accurate and lawfully obtained
• Client has rights to use and share all data provided
• Client complies with applicable data protection and privacy laws
• Client has obtained necessary consents for data processing activities

5. Payment Terms

5.1 Fees and Invoicing

• Retainer Agreements: Monthly or quarterly fees invoiced in advance
• Project Agreements: Fixed price or time and materials as specified in SOW
• Offshore Team Staffing: Monthly fees per resource, invoiced in advance

5.2 Payment Due Date

Unless otherwise specified, all invoices are due within 30 days of invoice date. Payment methods include bank transfer, credit card, or other agreed methods.

5.3 Late Payments

Late payments are subject to interest charges of 1.5% per month (18% per annum) or the maximum rate permitted by law. SpecSavi reserves the right to suspend Services until payment is received.

5.4 Taxes

All fees are exclusive of applicable taxes (GST, HST, VAT, sales tax). Client is responsible for all taxes except those based on SpecSavi's income.

5.5 No Refunds

Retainer fees and deposits are non-refundable. Upon termination, Client remains responsible for payment for all Services performed through the termination date.

6. Intellectual Property Rights

6.1 Client-Specific Deliverables

Upon full payment, Client owns all intellectual property rights in Deliverables created specifically for Client, including:

• Custom code and scripts written for Client's use case
• Client-specific documentation and procedures
• Custom automation workflows built exclusively for Client
• Reports and analyses prepared for Client

6.2 SpecSavi Pre-Existing IP

SpecSavi retains all rights to:

• Pre-existing frameworks, methodologies, and processes
• Templates, tools, and libraries developed independently
• General knowledge, skills, and experience

Client receives a non-exclusive, non-transferable license to use SpecSavi's pre-existing materials incorporated into Deliverables solely for Client's internal business purposes.

7. Partner Relationships and Referrals

7.1 Partner Network

SpecSavi maintains relationships with strategic partners including development agencies, specialized consultants, technology vendors, and service providers for capabilities outside SpecSavi's core offerings.

7.2 Partner Engagement Scenarios

• Outbound Referrals: We may refer Client to qualified Partners with explicit consent
• Inbound Referrals: Partners may provide SpecSavi with Client contact information
• Co-Delivery Services: Partners may collaborate on comprehensive solutions
• Technology Partnerships: Integration partners may access data through connected systems

7.3 No Liability for Partner Actions

8. Confidentiality

Each party agrees to maintain confidentiality of the other's non-public information using reasonable care, use it solely for purposes of this Agreement, and disclose it only to employees and contractors who need to know.

Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no breach
• Was rightfully known prior to disclosure
• Is independently developed without use of Confidential Information
• Must be disclosed pursuant to law or court order

Survival: Confidentiality obligations survive termination for five (5) years.

9. Data Protection and Privacy

SpecSavi's collection and use of personal data is governed by our Privacy Policy. Where SpecSavi processes Personal Data on Client's behalf, SpecSavi acts as a data processor and will:

• Process data only per Client's documented instructions
• Implement appropriate security measures
• Assist with data subject requests
• Notify Client of data breaches within 72 hours
• Delete or return data upon termination as instructed

Client acknowledges that SpecSavi may transfer Personal Data to offshore teams in India and the Philippines with appropriate safeguards.

10. Warranties and Disclaimers

10.1 SpecSavi Warranties

SpecSavi warrants that Services will be performed professionally consistent with industry standards and will not infringe third-party intellectual property rights.

10.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, SPECSAVI PROVIDES SERVICES "AS IS" WITHOUT WARRANTIES OF ANY KIND. WE SPECIFICALLY DISCLAIM IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.3 No Guarantee of Results

SpecSavi does not guarantee specific business outcomes, revenue increases, or cost savings. Results depend on many factors outside our control.

11. Limitation of Liability

11.1 Exclusion of Indirect Damages

IN NO EVENT SHALL SPECSAVI BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION.

11.2 Cap on Total Liability

SPECSAVI'S TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF:

• (A) TOTAL FEES PAID IN THE 12 MONTHS PRECEDING THE EVENT, OR
• (B) $10,000 USD

11.3 Exceptions

Nothing limits liability for death/personal injury, fraud, gross negligence, or violations of intellectual property rights.

12. Indemnification

12.1 Client Indemnification

Client agrees to indemnify SpecSavi from claims arising from:

• Client's breach of this Agreement
• Client's violation of laws or third-party rights
• Client-provided materials or data
• Claims by Client's customers related to data practices

12.2 SpecSavi Indemnification

SpecSavi will indemnify Client from claims that Deliverables infringe third-party IP rights, excluding infringement from Client-provided materials or unauthorized modifications.

13. Term and Termination

13.1 Termination for Convenience

• Retainer Agreements: Either party may terminate with 30 days' written notice
• Project Agreements: Client may terminate with payment for work performed plus wind-down costs

13.2 Termination for Cause

Either party may terminate immediately if the other party materially breaches and fails to cure within 30 days, becomes insolvent, or engages in fraud.

13.3 Effect of Termination

• Client must pay all fees for Services performed through termination
• No refunds of prepaid fees or deposits
• Each party returns or destroys Confidential Information
• Client has 30 days to retrieve data from managed systems

14. Dispute Resolution

14.1 Good Faith Negotiation

Parties agree to attempt resolution through good faith negotiation for 30 days before formal dispute resolution.

14.2 Mediation

If negotiation fails, parties agree to attempt mediation before litigation.

14.3 Governing Law and Jurisdiction

Governing Law: Province of Ontario and federal laws of Canada

Jurisdiction: Exclusive jurisdiction of courts of Ontario, Canada

TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL.

15. Force Majeure

Neither party is liable for failure to perform due to causes beyond reasonable control, including natural disasters, war, government actions, internet failures, third-party platform outages, or cyber attacks.

If a force majeure event continues for more than 60 days, either party may terminate affected Services with written notice.

16. Website Terms of Use

16.1 Acceptable Use

When accessing our website, you agree not to:

• Use for unlawful purposes or in violation of these Terms
• Attempt unauthorized access to systems or data
• Transmit viruses or malicious code
• Scrape or harvest data using automated means
• Interfere with website operation

16.2 Account Security

You are responsible for maintaining account confidentiality and all activities under your account. Notify us immediately of unauthorized access.

16.3 Website Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the website at any time.

17. General Provisions

17.1 Entire Agreement

This Agreement, together with SOWs and Privacy Policy, constitutes the entire agreement and supersedes all prior communications.

17.2 Amendments

SpecSavi may update these Terms with notice via email or website. Continued use constitutes acceptance.

17.3 Assignment

SpecSavi may assign to affiliates or successors. Client may not assign without prior written consent.

17.4 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship.

17.5 Severability

If any provision is unenforceable, it will be modified minimally or severed, with the remainder remaining in effect.

17.6 Electronic Signatures

Electronic signatures have the same legal effect as original signatures.

18. Contact Information

For questions or notices regarding these Terms: