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Terms of Engagement

Please note that the below "Terms" are for informational purposes to illustrate the framework of our engagements.
Please contact us if you have any questions.

Reviewed and Updated 2025-06-01

Terms of Engagement

These Terms of Engagement ("Agreement") govern the provision of services by KRROP ("Agency"), a marketing agency with its principal place of business at 199 Elizabeth Street, Guelph, Ontario, Canada, and the client ("Client") (collectively, the "Parties"). By signing this Agreement, the Parties agree to the following terms:
 
Definitions
  1. "Services" means the marketing and related services described in one or more Statements of Work issued under this Agreement.
  2. "Deliverables" means any materials, reports, designs, strategies, content, or other outputs provided by Agency under this Agreement.
  3. "Statement of Work" ("SOW") means a document agreed by both Parties specifying the scope, fees, schedule, and other details for particular Services.
  4. "Confidential Information" means any non-public information disclosed by one Party to the other, whether oral, written, or electronic.
Scope of Services
  1. Agency shall perform the Services described in each SOW in a professional and timely manner.
  2. Any changes to scope must be documented in a written change order, signed by both Parties, which may affect fees and timelines. 
Term and Termination
  1. This Agreement commences on the Effective Date (as set forth in the first SOW) and continues until terminated by either Party in accordance with this Section.
  2. Either Party may terminate this Agreement or any SOW for convenience upon 30 days’ written notice.
  3. Either Party may terminate immediately for cause if the other Party materially breaches this Agreement and fails to cure within 14 days of written notice.
  4. Upon termination, Client shall pay Agency for all Services rendered and Deliverables delivered up to the termination date, including any non-cancellable commitments.
Fees and Payment
  1. Fees for Services shall be as set out in each SOW. Agency may invoice hourly, on a milestone basis, or as otherwise specified in the SOW.
  2. Client shall pay invoices within 30 days of receipt. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law.
  3. Client shall reimburse Agency for pre-approved expenses incurred in performance of the Services. 
Intellectual Property
  1. Agency grants Client a non-exclusive, perpetual, worldwide license to use the Deliverables upon full payment of all fees. Agency retains all rights to its pre-existing materials and methodologies incorporated in the Deliverables.
  2. Client represents that any materials provided to Agency for incorporation in the Deliverables do not infringe third-party rights.
Trust and Privacy
  1. Agency and Client acknowledge the Agency's Trust and Privacy Policy, which is updated from time-to-time at https://krrop.com/trust and is intended to protect the rights, data, security, privacy and confidentiality of the Client as well as the Agency.
Technology Policy
  1. Agency and Client acknowledge the Agency's Technology Policy, which is updated from time-to-time at https://krrop.com/techpolicy and is intended to protect the rights, data, security, privacy and confidentiality of the Client as well as the Agency.
Warranties and Disclaimers
  1. Agency warrants that Services will be performed in a professional manner consistent with industry standards.
  2. Except as expressly provided, all warranties, express or implied, are disclaimed to the fullest extent permitted by law. 
Limitation of Liability
  1. Neither Party shall be liable for indirect, incidental, special, or consequential damages.
  2. Agency’s total liability under this Agreement shall not exceed the total fees paid by Client in the six months preceding the claim.
Indemnification
  1. Client shall indemnify and hold Agency harmless from any claims arising out of Client’s materials or use of Deliverables.
  2. Agency shall indemnify and hold Client harmless from claims of infringement arising from Deliverables, provided Client promptly notifies Agency and cooperates in defense.
Independent Contractor
  1. Agency is an independent contractor. Nothing in this Agreement creates an employment or partnership relationship.
Force Majeure
  1. Neither Party shall be liable for delays due to causes beyond its reasonable control, including acts of God, war, or government action.
Notices
  1. Notices shall be in writing and delivered by email or certified mail to the addresses specified in the SOW.
Governing Law
  1. This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
Entire Agreement
  1. This Agreement, together with all SOWs and change orders, constitutes the entire understanding of the Parties and supersedes prior agreements. 
Amendment and Waiver
  1. Any amendment must be in writing and signed by both Parties. No waiver is effective unless in writing.
Severability
  1. If any provision is held invalid, the remaining provisions remain in full force and effect.
Counterparts
  1. This Agreement may be executed in counterparts, each of which is deemed an original.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.