Master Services Agreement

Last Updated: March 2026

This Master Services Agreement (“Agreement”) is a template for PeakSpire client engagements. The final agreement for each project is customized with specific scope, pricing, and timelines as detailed in the accompanying Statement of Work (“SOW”).

1. Parties

This Agreement is entered into between:

• PeakSpire Inc. (“PeakSpire,” “Service Provider,” “we,” or “us”), a company operating in Ontario, Canada.
• The Client (“Client,” “you,” or “your”), as identified in the accompanying Statement of Work.

2. Services

PeakSpire agrees to provide the services described in the Statement of Work (“SOW”) attached to or referencing this Agreement. Services may include:

• Website Design and Development
• WordPress Development
• Speed Optimization (Speed Sprint)
• Local SEO
• Website Maintenance (Care Plan)

The specific scope, deliverables, timelines, and pricing for each engagement are defined in the SOW. In the event of a conflict between this Agreement and a SOW, the SOW takes precedence for that engagement.

3. Payment Terms

3.1 Pricing

All prices are quoted in Canadian dollars (CAD) unless otherwise specified in the SOW. Prices are exclusive of applicable taxes (HST).

3.2 Deposits

A non-refundable deposit is required before work begins on any project. The deposit amount is specified in the SOW. Deposits are applied toward the total project cost.

3.3 Payment Schedule

Payment schedules vary by service type and are detailed in the SOW. Typical structures include:

• Website projects: 50% deposit upfront, 50% upon completion before launch.
• Speed Sprint: Full payment upfront before work begins.
• Care Plan: Monthly recurring payment, billed on the same date each month.
• Local SEO: Monthly recurring payment for the commitment period (minimum 90 days).

3.4 Late Payment

Invoices are due within 14 days of the invoice date unless otherwise agreed. Overdue invoices may incur a late fee of 1.5% per month on the outstanding balance. PeakSpire reserves the right to pause work on any project with an overdue balance.

3.5 Payment Methods

Payment can be made via Stripe (credit card, debit card), e-Transfer, or bank transfer as specified in the invoice.

4. Intellectual Property

4.1 Client Deliverables

Upon full payment, the Client owns the final deliverables created specifically for their project, including:

• Custom website design (page layouts, visual elements created for the Client)
• Content written specifically for the Client’s business
• Custom graphics and images created for the Client

4.2 PeakSpire Retained Rights

PeakSpire retains ownership of:

• Proprietary tools, scripts, frameworks, and code libraries developed independently of the Client’s project
• Reusable code components, templates, and development methodologies
• Internal processes, checklists, and standard operating procedures
• The PeakSpire WordPress theme framework and associated utilities

4.3 Portfolio Rights

PeakSpire may display the Client’s completed project in its portfolio, case studies, and marketing materials unless the Client opts out in writing before project completion.

4.4 Third-Party Assets

Any third-party assets used in a project (stock photos, fonts, plugins) are subject to their respective licences. PeakSpire will ensure all third-party assets are properly licensed for the Client’s use.

5. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared during the engagement, including but not limited to:

• Business strategies, financial data, and customer lists
• Login credentials and access keys
• Proprietary processes and methodologies
• Any information marked as “confidential”

This obligation survives the termination of the Agreement for a period of 2 years.

6. Warranties and Disclaimers

6.1 PeakSpire Warranties

PeakSpire warrants that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will materially conform to the specifications in the SOW
• PeakSpire has the right to enter into this Agreement and perform the services

6.2 Disclaimer

Except as expressly stated above, PeakSpire makes no warranties, express or implied, including warranties of merchantability or fitness for a particular purpose. Specifically:

• We do not guarantee specific search engine rankings or positions
• We do not guarantee specific traffic volumes or conversion rates
• PageSpeed scores may fluctuate due to factors outside our control (third-party scripts, hosting, Google algorithm changes)
• SEO results depend on many factors including competition, market conditions, and algorithm changes

7. Limitation of Liability

To the maximum extent permitted by law:

• PeakSpire’s total liability for any claims arising from a SOW shall not exceed the total fees paid by the Client under that SOW in the 12 months preceding the claim.
• Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunity.

8. Indemnification

8.1 Client Indemnification

The Client agrees to indemnify PeakSpire against any claims arising from:

• Content, materials, or data provided by the Client
• The Client’s use of deliverables in a manner not contemplated by the SOW
• The Client’s violation of any applicable law

8.2 PeakSpire Indemnification

PeakSpire agrees to indemnify the Client against any claims arising from:

• Infringement of third-party intellectual property rights by PeakSpire’s original work
• PeakSpire’s negligence or wilful misconduct in performing the services

9. Termination

9.1 Termination for Convenience

Either party may terminate this Agreement with 30 days written notice. The Client is responsible for payment for all work completed up to the termination date.

9.2 Termination for Cause

Either party may terminate this Agreement immediately if the other party:

• Materially breaches the Agreement and fails to cure within 14 days of written notice
• Becomes insolvent or ceases business operations

9.3 Effect of Termination

Upon termination:

• The Client pays for all work completed and expenses incurred up to the termination date
• PeakSpire delivers all completed and in-progress work product to the Client
• Each party returns or destroys the other party’s confidential information
• Sections on Confidentiality, Intellectual Property, Limitation of Liability, and Indemnification survive termination

10. Client Responsibilities

To ensure successful project delivery, the Client agrees to:

• Provide all required content, assets, login credentials, and information in a timely manner
• Designate a single point of contact for project decisions and approvals
• Respond to requests for feedback or approval within 5 business days
• Ensure that all content provided is accurate, legal, and does not infringe third-party rights

Delays caused by the Client’s failure to meet these responsibilities may result in adjusted timelines and, in some cases, additional charges as outlined in the SOW.

11. Force Majeure

Neither party shall be liable for delays or failure to perform caused by events beyond reasonable control, including natural disasters, pandemics, government actions, internet outages, cyberattacks, or utility failures. Affected timelines will be adjusted accordingly.

12. Dispute Resolution

In the event of a dispute, the parties agree to:

1. Informal resolution: Attempt to resolve the matter through good-faith discussion within 14 days.
2. Mediation: If informal resolution fails, submit the dispute to mediation in Ottawa, Ontario, with costs shared equally.
3. Litigation: If mediation fails, either party may pursue legal remedies in the courts of Ontario.

13. General Provisions

• Governing law: This Agreement is governed by the laws of Ontario, Canada.
• Entire agreement: This Agreement and any SOWs constitute the entire agreement between the parties and supersede all prior communications.
• Amendment: Changes to this Agreement must be in writing and signed by both parties.
• Assignment: Neither party may assign this Agreement without the other’s written consent.
• Severability: If any provision is found unenforceable, the remaining provisions remain in effect.
• Waiver: Failure to enforce any provision does not waive the right to enforce it later.
• Independent contractor: PeakSpire is an independent contractor, not an employee, partner, or agent of the Client.

14. Contact

For questions about this agreement:

• Email: info@peakspire.ca
• Phone: (343) 842-4444
• Website: peakspire.ca