Terms of Service / Terms of Use

Last Updated: January 29, 2026

These Terms of Service / Terms of Use (the “Terms”) form a legally binding agreement between Roots in Tech Inc. (“Roots in Tech,” “we,” “us,” “our”) and the customer, whether an individual or entity (“Client,” “you,” “your”).

These Terms apply to all services and products we provide, including web design/development, hosting, domains, maintenance, SEO, social media services, advertising management, email/workspace services, app.rootsintech.com services, printing coordination, and resale of third‑party tools.

Roots in Tech Inc. Address: 1303 Canning Rd, Severn Bridge, Ontario, Canada P0E 1N0 Email: [email protected] | Phone: (705) 330-2326

1. DEFINITIONS & INTERPRETATION

1.1. Definitions.

• “Services” means any work, subscription, product, or support we provide.
• “Deliverables” means work product we create for you (e.g., a website, ad creatives).
• “Client Materials” means content, logos, images, copy, data, credentials, and instructions you provide.
• “Third‑Party Services” means services not operated by Roots in Tech (e.g., registrars, Cloudflare, Google, Microsoft, Meta, Pinterest, TikTok, Vistaprint, plugin vendors, NordLayer, NordPass, Dropsuite, and other vendors we may resell or administer).

1.2. Order of Precedence. If you receive a proposal, statement of work, quote, or plan description (“SOW”), then:

1. The SOW controls for the specific scope of work it covers.
2. These Terms apply to everything else (including liability and indemnification).
3. Third‑party provider terms apply to the third‑party service.

1.3. Authority. You represent that you have the authority to bind the Client (if an entity) to these Terms.

2. CLIENT RESPONSIBILITIES & PROJECT MANAGEMENT

2.1. Authority to Act. You authorize Roots in Tech to act as your agent with Third‑Party Services necessary to deliver the Services, including communicating with vendors (e.g., hosting support, ad platforms), opening tickets, and accepting vendor terms on your behalf.

2.2. Client Obligations. You agree to:

• Provide timely access, approvals, and Client Materials.
• Ensure you own or have rights to all Client Materials.
• Maintain your own copies of important content and data.
• Follow applicable laws (including privacy, advertising, and anti‑spam laws).
• Keep credentials secure and use Multi-Factor Authentication (MFA) where available.

2.3. Deemed Approval. You are responsible for reviewing Deliverables. If you do not provide approval, feedback, or rejection within 5 business days of our request (or the timeframe stated in the SOW), the item will be deemed approved for the purpose of continuing the project.

2.4. Excessive Communications. Our pricing assumes a reasonable amount of communication. Excessive calls, messages, emails, meetings, or revision cycles beyond what is reasonably required to deliver the agreed scope may be billed at our standard hourly rate.

2.5. Dormant Projects. If a project is paused for more than 30 days due to Client delay (missing content, feedback, approvals), we reserve the right to: (a) bill for all work completed to date; (b) declare the project “Dormant” and remove it from our active schedule; and (c) charge a re-activation fee to resume work based on our then-current availability.

2.6. Training & Support. Unless expressly included in a Managed Services plan, any training, walkthroughs, documentation, or coaching is best‑effort and billable at our standard hourly rate.

2.7. Access to Accounts & Privacy. If you provide us access to your accounts (email, hosting, social media, etc.), you acknowledge we may inadvertently view personal or sensitive data. We will not intentionally disclose your information except as needed to provide Services or as required by law. You authorize us to use authentication methods (including 2FA) to access systems on your behalf.

2.8. Rush Work. If you request rush work, urgent turnaround, or after‑hours work, we may charge 1.5× our standard hourly rate unless otherwise agreed in writing.

3. FEES, BILLING & REFUNDS

3.1. Payment Terms.

• Invoices: Due within 14 days unless otherwise stated.
• Deposits: Web design packages generally require a 50% deposit before work begins.
• Late Fees: Past‑due invoices incur a 2% monthly interest charge (24% per annum) on the 15th day past due.
• Proration: Recurring services are prorated to the 15th of the month. Deposits and domains are not prorated.

3.2. Suspension for Non-Payment.

Roots in Tech reserves the right to immediately suspend any or all Services if any amount remains unpaid 5 days past the due date. Suspension actions may include, but are not limited to:

• Taking websites offline (DNS restriction).
• Revoking access to Email, Google Workspace, and CRM platforms (app.rootsintech.com).
• Pausing active advertising campaigns.
• Releasing assigned phone numbers (Twilio) back to the public pool.
• Disabling any other software or service provided by Roots in Tech.

No Waiver: Our failure to enforce suspension immediately on the 5th day does not constitute a waiver of our right to do so at any subsequent time. We reserve the right to initiate suspension for ongoing non-payment at our sole discretion without further notice.

3.3. Permanent Loss of Assets & Data (Immediate Risk). You acknowledge that if Services are suspended for non-payment (as per Section 3.2), Roots in Tech reserves the right to initiate the permanent deletion of data and release of assets immediately or at any time thereafter, at our sole discretion. We do not guarantee a “grace period” or data retention for suspended accounts.

• Phone Numbers: Assigned numbers (Twilio) may be immediately released to the carrier and permanently lost.

• Data Wipe: CRM contacts, emails, and website backups may be permanently deleted from our servers to clear storage.

• Domains: Domains may be seized, auctioned, or allowed to expire immediately upon suspension. Liability Waiver: Roots in Tech accepts no liability for any business interruption, lost revenue, or permanent loss of data/assets resulting from a suspension or termination due to non-payment.

3.4. No Refunds. Unless otherwise stated in writing:

• Labor: All labor, time, and professional services (consulting, setup, migrations, troubleshooting) are non‑refundable once performed.
• Products: Subscriptions, third‑party services, domains, plugins, licenses, ad management fees, and printing costs are non‑refundable.

3.5. Chargebacks & Disputes. You agree not to initiate chargebacks without first contacting us to resolve the issue. If you initiate a chargeback or payment reversal, you agree to pay a $50 administrative fee plus all associated costs/losses we incur. We may suspend all Services until the dispute is resolved and paid.

3.6. Collections. You agree to pay our reasonable costs of collection, including legal fees, for any unpaid amounts.

3.7. Invoicing Detail. Invoices may not itemize hours. If you require detailed breakdowns, you must request this in advance, and you agree that time spent documenting/reporting time is billable.

3.8. Price Adjustments. Roots in Tech reserves the right to increase pricing for recurring services (including subscriptions, licenses, and maintenance plans) with 30 days’ written notice (email suffices).

• Vendor Pass-Through: If a third-party vendor (e.g., Google, Microsoft, GoHighLevel) increases their rates, we reserve the right to pass this increase on to the Client immediately.
• Client Option: If you do not agree to a price increase, you may cancel the affected Service before the new price takes effect, subject to the cancellation terms herein.

 

4. WEB DESIGN & DEVELOPMENT

4.1. Scope. Packages include only what is expressly listed. Complex features (ecommerce, bookings, memberships, custom integrations) are excluded unless quoted. Additional revisions are billable. 4.2. Accessibility (AODA/WCAG). Unless explicitly quoted as a separate line item, Roots in Tech does not guarantee that websites or digital products comply with the Accessibility for Ontarians with Disabilities Act (AODA), WCAG, or ADA standards. Compliance is an ongoing process and is the sole responsibility of the Client. 4.3. Browser & Device Support. We test websites on current versions of major modern browsers (Chrome, Safari, Edge, Firefox). We do not guarantee display consistency on outdated browsers (e.g., Internet Explorer) or devices older than 3 years. 4.4. Client Edits. If you edit the site yourself or via third parties, we are not responsible for resulting issues. Remediation work to fix issues caused by Client edits is billable.

5. HOSTING, INFRASTRUCTURE & SECURITY

5.1. Acceptable Use Policy (AUP). You agree not to use our hosting services for: (a) illegal activities; (b) sending unsolicited spam; (c) cryptocurrency mining; (d) hosting adult content; or (e) running high-resource scripts/bots that degrade server performance. Violation may result in immediate termination without refund.

5.2. Backups & Data Loss. You are solely responsible for maintaining your own off-site backups of all content, databases, and email. While we may maintain backups for our own operations, we do not guarantee that any backup will be available, complete, or restorable. To the maximum extent permitted by law, we are not liable for data loss.

5.3. DDoS & Malicious Traffic. You acknowledge that Denial of Service (DDoS) attacks and malicious traffic are outside our control. We are not liable for downtime, data loss, or business interruption caused by such attacks. If your site becomes the target of an attack that jeopardizes our infrastructure, we may require you to migrate to a dedicated environment at your expense or suspend your service to protect other clients.

5.4. High-Risk Activity. If your website receives unusual traffic, harassment, or creates elevated security risks, we may require migration to a dedicated environment.

5.5. Cloudflare. If we configure Cloudflare (including APO/Pro/Argo), Cloudflare is a Third-Party Service. We are not responsible for Cloudflare outages, captcha blocks, or policy enforcement.

5.6. Maintenance. If your plan includes maintenance, it generally includes weekly plugin updates and basic monitoring. Security incident response (hacking cleanup) is not included unless expressly stated and is billable.

6. DOMAINS

6.1. Renewals. Domains are billed in advance. We are not responsible for domain loss due to non-payment or registrar issues. 6.2. Redemption Fees. You acknowledge that if a domain expires, recovering it during the “Redemption Period” is subject to registry fees (often exceeding $150 USD) plus our administrative fees. You agree to pay these costs prior to recovery. 6.3. Domain Transfer & Lien. You acknowledge that Roots in Tech Inc. retains a security interest (lien) in any domain name registered or managed on your behalf.

• Transfer Lock: We grant you a license to use the domain while your account is in good standing.
• Release Condition: We will NOT release the EPP/Auth Code or unlock the domain for transfer to another registrar until all outstanding invoices (for any Service, not just the domain) are paid in full.
• Ownership: If you are on a “Free Domain” plan (Tier A/B/C) and cancel before the 12-month term is complete, ownership of the domain reverts to Roots in Tech unless you pay the Domain Buyout Fee. This fee is calculated as: The pro-rated value of the remaining months.

 

7. MARKETING (SEO, ADS, SOCIAL MEDIA)

7.1. No Guarantees. We do not guarantee specific results, including search engine rankings (SEO), ad approvals, Cost Per Click (CPC), Return on Ad Spend (ROAS), or specific sales numbers. Platform algorithms change frequently and are outside our control. 7.2. Ad Spend. Client is responsible for all ad spend paid directly to the advertising platforms (Google, Meta, TikTok, Pinterest). 7.3. Platform Risks. Platforms may reject ads, restrict targeting, limit delivery, or suspend accounts/payment profiles at their sole discretion. Roots in Tech is not liable for these third-party actions. 7.4. Analytics & Attribution. You acknowledge that analytics data is inherently imperfect. Reported results may differ across platforms (e.g., Meta Ads Manager vs. Google Analytics) due to cookie restrictions, iOS/Android privacy changes, and ad blockers. Discrepancies in reporting do not constitute a breach of this Agreement. 7.5. Google Business Profile (Verification & Liability).

• Platform Control: Google is a third-party platform. We cannot guarantee rankings, verification, or reinstatement.
• Video Verification: Google frequently requires Video Verification performed by the business owner at the physical location. Roots in Tech cannot perform this step for you.
• Billing: Fees for GBP Setup or Optimization cover our labor and configuration. These fees are fully earned and non-refundable even if Google delays, denies, or requests video verification from the Client.

 7.6. Compliance. You are responsible for ensuring your marketing claims, offers, and communications comply with applicable laws (including CASL, GDPR, and industry regulations).7.7. Email Deliverability & Compliance. If we provide email marketing services (Newsletters/Cold Outreach), you acknowledge that deliverability rates (Inbox vs. Spam) depend on domain reputation and list hygiene.

• Cold Domains: Sending high volumes from a new or inactive domain may result in spam placement.
• No Liability: Roots in Tech is not liable for low open rates, spam flagging, or domain blacklisting caused by Client’s sending history or list quality.
• Verification: We reserve the right to mandate list cleaning (at Client expense) before sending.

 

8. THIRD-PARTY SERVICES, RESELLING, & SUBCONTRACTORS

8.1. The “Integrator” Role. You acknowledge that Roots in Tech Inc. is a service integrator. We utilize various third-party platforms and infrastructure providers to deliver our Services. This includes our proprietary-branded application platform located at app.rootsintech.com (powered by GoHighLevel). Other third-party vendors include Google Cloud, Amazon Web Services (AWS), Stripe, and Cloudflare.

8.2. “As-Is” Pass-Through & No Liability. All third-party services, including the app.rootsintech.com platform, are provided “AS-IS.” * Warranties: We pass through whatever warranties are provided by the original vendor. We make no independent warranties regarding third-party software.

• Outages & Defects: We are not liable for vendor outages, data breaches, software defects, API changes, or service interruptions. Your sole recourse for such issues is with the original vendor.

8.3. Use of Subcontractors. Roots in Tech Inc. reserves the right to utilize subcontractors or independent contractors to perform any part of the Services. We remain your primary point of contact, but we are not liable for damages resulting from the acts or omissions of a subcontractor or third-party vendor.

8.4. Licensing & Cancellations. Many third-party licenses (e.g., Google Workspace, Microsoft 365, NordPass) require annual commitments. If you cancel your Service early, any remaining license fees may become immediately due. Most agency-level licenses are non-transferable; if you terminate your relationship with us, you may be required to purchase independent licenses to maintain service.

8.5. Variable Usage Fees (app.rootsintech.com). Certain features within the app.rootsintech.com platform incur variable “pay-as-you-go” fees. These are passed through to the Client and billed monthly in arrears. These fees include, but are not limited to:

• Communication: SMS/MMS messages, voice calls, and phone number rentals.
• Compliance: A2P 10DLC registration and monthly campaign fees.
• Email: Email sending fees and email verification/validation services.
• Artificial Intelligence: AI content generation (Content AI), Workflow AI, and AI-assisted conversational bots.

8.6. Printing & Proof Approval.

• Color & Quality: We act as a broker for third-party printers (e.g., Vistaprint). We do not guarantee 100% color matching.

• Proofing Liability: Client is required to approve a final digital proof before production. Client approval constitutes acceptance of the design as-is. Roots in Tech is not liable for errors (typos, wrong phone numbers, spacing) discovered after the Client has approved the proof.

• Reprints: Costs for reprints due to Client oversight or errors in the approved proof are the sole responsibility of the Client.

8.7. Messaging Compliance & Liability (SMS & Email). You acknowledge that you are solely responsible for the content, compliance, and legal adherence of all SMS/MMS and Email communications sent from your account.

• “Execution Only” Role: You agree that Roots in Tech acts solely as a technical facilitator. Even if Roots in Tech assists with A2P 10DLC registration, writes message templates, builds automations, or executes campaigns on your behalf, the ultimate legal responsibility for the content and compliance remains strictly with the Client. Our assistance does not constitute legal advice or shift liability to us.

• A2P 10DLC & Carrier Fines: You must provide accurate business data for registration. If your messaging traffic results in fines, penalties, or carrier blocks (including but not limited to fines for “SHAFT” content—Sex, Hate, Alcohol, Firearms, Tobacco, Cannabis—or high spam rates), you agree to pay these fines immediately upon presentation of the invoice.

• Email Compliance (CASL/CAN-SPAM): You warrant that all email lists provided to us are “opt-in” and compliant with applicable anti-spam laws. Roots in Tech is not liable for domain blacklisting or deliverability issues resulting from your sending practices or list quality.

• Indemnification: You agree to fully indemnify, defend, and hold Roots in Tech harmless against any third-party claims, carrier fines, or legal penalties arising from your messaging campaigns, regardless of our role in their creation or deployment.

8.8. Legal Templates & Opt-In Compliance (No Legal Advice). You acknowledge that Roots in Tech Inc. is a digital agency, not a law firm. We do not provide legal advice, compliance audits, or regulatory guidance.

• Opt-In Language: Even if we implement “standard industry language” for consent forms, chat widgets, or SMS opt-ins (e.g., “I agree to receive texts”), you are solely responsible for ensuring this language meets the specific legal requirements of your jurisdiction (including TCPA, CASL, GDPR, and A2P 10DLC). You must review and approve all consent verbiage before it goes live.

• Generic Templates: We may provide generic “placeholder” templates for Privacy Policies, Terms of Service, or Disclaimers to assist with layout. These templates are for design purposes only and do not constitute valid legal agreements. If you choose to use these templates, you do so entirely at your own risk.

• Client Responsibility: It is your sole responsibility to consult with legal counsel to finalize your compliance documents and to monitor regulatory changes. Roots in Tech is not liable for any fines, lawsuits, or penalties resulting from non-compliant opt-in mechanisms or inadequate legal policies on your website.

 

9. APP.ROOTSINTECH.COM (SaaS)

9.1. Usage Fees. If you subscribe to our app platform, you are responsible for usage-based fees (SMS, Email, AI Credits, Phone minutes) which may be billed in arrears. 9.2. Availability. We do not guarantee 100% uptime of the app platform or its integrations with third parties (Twilio, OpenAI, etc.).

10. CONFIDENTIALITY & NON-SOLICITATION

10.1. Confidentiality. Both parties agree to protect the Confidential Information of the other party with reasonable care and use it only for the purposes of the Services. 10.2. Non-Solicitation. During the term of this Agreement and for 12 months following its termination, Client agrees not to solicit, hire, or contract directly with any employee or contractor of Roots in Tech who provided Services to the Client. Breach of this clause shall result in a recruitment fee equal to 50% of that person’s estimated annual compensation.

11. INTELLECTUAL PROPERTY & CONTENT LIABILITY

11.1. Ownership.

• Client Materials: You retain ownership of all materials, data, and content you provide to us.
• Deliverables: Ownership of final Deliverables transfers to you upon full payment of all fees.
• Roots in Tech IP & Licenses: We retain ownership of our pre-existing tools, code libraries, templates, and Agency Software Licenses (including but not limited to Elementor Pro, Rank Math Pro, and FlyingPress). Upon termination of this Agreement, Client must purchase their own licenses to maintain the functionality of these tools.

11.2. Our Use of AI. We may use Artificial Intelligence (AI) tools to assist in creating content, code, or strategies for your project. You acknowledge that AI-generated content provided by us is provided “as-is” and may not be copyrightable in certain jurisdictions.

11.3. Client Content & AI Responsibility (Crucial). You are solely responsible for all content, text, images, and data you upload, publish, or use in connection with the Services, whether created by a human or generated by Artificial Intelligence. Roots in Tech accepts no liability for:

• Accuracy & Legality: Any errors, defamation, illegal claims, or copyright infringement contained in content you publish or approve.
• Client Use of AI: If you use AI features within our services (e.g., app.rootsintech.com) or your own AI tools to generate content, code, or images, you acknowledge that AI output may be inaccurate (“hallucinations”), offensive, or legally unprotected. You use such content entirely at your own risk.

11.4. Portfolio License. You grant us a perpetual, non-exclusive license to display non-confidential aspects of completed work (e.g., screenshots of your website) in our portfolio and marketing materials unless you opt-out in writing at the start of the project.

12. LIMITATION OF LIABILITY (CRITICAL)

12.1. Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROOTS IN TECH’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO ROOTS IN TECH FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.

12.2. Exclusion of Damages. IN NO EVENT SHALL WE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM.

12.3. Time Limit. Any claim arising out of these Terms must be commenced within 2 months after the event giving rise to the claim. Otherwise, the claim is permanently barred.

13. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Roots in Tech, its owners, employees, and agents from any claims, damages, liabilities, and legal fees arising from:

• Your breach of these Terms.
• Your violation of any law (including CASL/Anti-Spam/Privacy).
• Alleged infringement of third-party rights by Client Materials.
• Disputes between you and your customers.

14. DISPUTE RESOLUTION

14.1. Governing Law. These Terms are governed by the laws of Ontario, Canada. Any dispute shall be resolved exclusively in the courts located in Simcoe County, Ontario. 14.2. Assignment. You may not assign these Terms without our consent. We may assign these Terms to a successor in interest. 14.3. DMCA/Takedowns. We reserve the right to remove content alleged to be infringing or illegal without prior notice to comply with legal obligations.

15. GENERAL PROVISIONS

15.1. Entire Agreement. These Terms (and any applicable SOW) constitute the entire agreement between the parties. 15.2. Severability. If any provision is unenforceable, the remainder remains in effect. 15.3. Waiver. Failure to enforce a right is not a waiver. 15.4. Electronic Acceptance. By signing, clicking acceptance, paying an invoice, or using the Services, you acknowledge you have read, understood, and agree to be bound by these Terms. 15.5. Termination for Abuse (The “Safe Workspace” Policy). Roots in Tech promotes a professional and respectful working environment. We reserve the right to immediately terminate this Agreement and all Services if the Client (or Client’s staff) engages in behavior that is abusive, threatening, harassing, discriminatory, or unreasonably hostile towards Roots in Tech staff or contractors. In such an event, no refunds will be issued for remaining service time. 15.6. Updates to Terms (No Notice Required). We may update, modify, or replace these Terms at any time in our sole discretion without direct notice to you. The most current version will always be posted at https://rootsintech.com/terms-of-service. It is your responsibility to review these Terms periodically. Continued use of the Services following any changes constitutes your acceptance of the new Terms.

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