Terms & Conditions

‍AGREEMENT TO TERMS - These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“Client”, “Agency Partner”, or “Visitor”), and Once Upon A Business (“OUAB”, “we”, “us”, or “our”), concerning your access to and use of the ouab.io website (the "Site") and our professional services.

By accessing the Site or engaging our services, you agree that you have read, understood, and agree to be bound by all of these Terms and Conditions.

1. DEFINITIONS AND INTERPRETATION

• “Services” means the digital marketing, CRM implementation, project management system setup, automation, and consulting services provided by OUAB.
• “Deliverables” means the specific end-products created for the Client (e.g., a configured HubSpot portal, a specific website design, a marketing campaign).
• “Background IP” means OUAB’s proprietary frameworks, code libraries, automation scripts, templates, and methodologies that existed prior to the engagement or are developed generally for OUAB’s business.
• “Block Hours” means a pre-paid bundle of service hours purchased by the Client to be used for various tasks.
• “Agency Partner” means a marketing agency that engages OUAB to provide White Label services to their own end-clients.

2. SERVICE ENGAGEMENT MODELS

We provide Services under three primary models. The specific model applicable to you will be detailed in your Invoice or Statement of Work (SOW).

2.1. Project-Based (Flat Fee)

For defined deliverables (e.g., "Brand Development Package" or "Website Build"). The scope is fixed. Any requests outside the defined scope will require a Change Order or the purchase of Block Hours.

2.2. Retainer-Based

For ongoing services (e.g., "Social Media Management"). Services are provided on a recurring monthly basis. Unused retainer allowance does not roll over to the next month unless explicitly stated in your SOW.

2.3. Block Hours (The "Bank" Model)

For implementation, consulting, and flexible support.

• Hours are purchased in advance bundles (e.g., 10, 20, 40 hours).
• Time is tracked in 15-minute increments.
• OUAB will provide a timesheet report upon request or when the block is 80% consumed.

3. PAYMENT TERMS

3.1. Pre-Payment Policy

OUAB operates on a strict pre-payment basis. Work will not commence until the invoice is paid in full.

• Block Hours: Must be paid 100% upfront before hours are credited to your account.
• Retainers: Invoices are issued on the 1st of the month for that month’s services. Payment is due upon receipt.
• Projects: typically require a 50% deposit to schedule resources, with the remaining 50% due prior to final hand-off/launch.

3.2. Late Payments

If a Retainer payment is not received by the 5th of the month, services will be paused immediately. A reactivation fee of $150 may be applied to restart services.

3.3. Taxes

All fees are exclusive of applicable taxes. Clients in Canada are subject to HST (Harmonized Sales Tax) based on the place of supply rules.

4. EXPIRATION OF BLOCK HOURS

To ensure resource availability and scheduling, Block Hours expire 90 days from the date of purchase.

• Expired hours are non-refundable and void.
• It is the Client’s responsibility to utilize purchased hours within this timeframe.

5. INTELLECTUAL PROPERTY RIGHTS

This section distinguishes between what you own (the "Car") and what we own (the "Engine").

5.1. Client Ownership (The Deliverables)

Upon full payment of all fees, the Client owns all rights, title, and interest in the final Deliverables created specifically for them (e.g., the specific copy written for your website, the specific graphics created for your social media, the data within your CRM).

5.2. OUAB Ownership (Background IP & Tools)

OUAB retains all rights, title, and interest in its Background IP. This includes:

• Pre-existing code snippets, automation scripts, and API connectors.
• Proprietary project management templates and "Playbooks."
• Strategic frameworks and methodologies.

License Grant: OUAB grants the Client a perpetual, non-exclusive, non-transferable, royalty-free license to use the Background IP solely as incorporated into the Deliverables for the Client’s internal business purposes. You may not resell, repackage, or distribute our Background IP as a standalone product.

6. WHITE LABEL & AGENCY PARTNERSHIPS

For Agency Partners hiring OUAB to service their end-clients:

6.1. Non-Solicitation of End-Clients

OUAB agrees not to knowingly solicit, target, or attempt to poach your end-clients for direct business engagement. We respect the sanctity of your client relationship.

6.2. Representation

When acting as a White Label partner, OUAB will represent itself as a part of the Agency Partner’s team. We will use Agency Partner email addresses (if provided) and adhere to Agency Partner brand guidelines where applicable.

6.3. Liability for End-Client

The Agency Partner is responsible for managing the relationship and contract with the end-client. OUAB’s contractual obligation is solely to the Agency Partner. We are not liable to the end-client for any disputes arising from your agreement with them.

7. CLIENT OBLIGATIONS

• Access: Client agrees to provide necessary access to software platforms (CRM, CMS, Social Accounts) required to perform the Services.
• Approvals: Delays in Client feedback or approvals will result in a delay in the delivery schedule. OUAB is not responsible for missed deadlines caused by Client delay.

8. LIMITATION OF LIABILITY

Strategy Without Execution is a Fairy Tale, but Business has Risks.

8.1. No Income Guarantee

While we implement enterprise-grade systems designed to improve efficiency and sales velocity, OUAB does not guarantee specific revenue, lead volume, or ROI figures. Market conditions, your sales team's performance, and external factors are beyond our control.

8.2. Third-Party Tools

We often implement third-party software (e.g., HubSpot, ClickUp, Zapier). OUAB is not responsible for service outages, data breaches, or price changes caused by these third-party vendors.

8.3. Cap on Liability

To the maximum extent permitted by law, OUAB’s total liability for any claim arising out of these Terms shall not exceed the total amount paid by the Client to OUAB in the three (3) months preceding the claim.

9. WEBSITE USAGE

9.1. General Use

The content provided on ouab.io (including blog posts, guides, and templates) is for general informational purposes only. While we strive for accuracy, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, or suitability of the information.

9.2. Intellectual Property of Site Content

The design, layout, graphics, and content of this Site are the property of OUAB. You may not reproduce, duplicate, copy, sell, or exploit any portion of the Site without express written permission from us.

9.3. External Links

Our Site may contain links to third-party websites. We have no control over the content of those sites and accept no responsibility for them or for any loss or damage that may arise from your use of them.

10. SMS AND MOBILE MESSAGING POLICY

To ensure compliance with A2P 10DLC regulations and provide clarity on our mobile messaging practices:

10.1. Program Description

By providing your phone number, you may opt-in to receive operational alerts (e.g., account updates, appointment reminders) and promotional messages (e.g., service offers, new product launches) from Once Upon A Business via SMS or MMS.

10.2. Cancellation

You can cancel the SMS service at any time. Just text "STOP" to the short code or number. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.

10.3. Help

If you are experiencing issues with the messaging program you can reply with the keyword "HELP" for more assistance, or you can get help directly at hello@ouab.io.

10.4. Carrier Liability

Carriers are not liable for delayed or undelivered messages.

10.5. Rates

As always, message and data rates may apply for any messages sent to you from us and to us from you. You may receive messages periodically depending on your interaction with our services. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

10.6. Privacy & Data Sharing

If you have any questions regarding privacy, please read our privacy policy. Explicitly regarding mobile data: We will not share, sell, or transfer your mobile phone number or SMS opt-in data to any third parties or affiliates for marketing or promotional purposes.

11. TERMINATION

• Retainers: Either party may terminate a monthly retainer agreement with 30 days' written notice.
• Block Hours: Block Hour purchases are non-refundable. In the event of termination by the Client, unused hours are forfeited.
• Termination for Cause: OUAB reserves the right to terminate services immediately for non-payment, abusive behavior towards staff, or breach of these Terms.

12. GOVERNING LAW

These Terms shall be governed by and defined following the laws of Ontario, Canada. You irrevocably consent that the courts of Ontario shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.

CONTACT US
‍If you have questions or comments about these Terms, please contact us at:

Once Upon A Business
‍Email: hello@ouab.io
Location: Toronto, Canada

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