Terms of Service

Last Updated: 2026 April 10th

These Terms of Service (“Terms”) govern the relationship between The Coding Bull Development Ltd. (“Agency”) and the client (“Client”) identified in any signed Proposal or Statement of Work (“SOW”). By engaging the Agency’s services, the Client agrees to be bound by these Terms.

1. The Proposal Is the Priority

This document provides the legal framework for our partnership. The specific services, pricing, milestones, and Performance Guarantees are defined in the Client’s individual Proposal or SOW. In the event of any conflict between these Terms and a Proposal, the Proposal shall take precedence.

2. Commitment to Results

The Agency is committed to the performance targets outlined in the Client’s Proposal (such as lead goals, CPL caps, or refund policies) as explicitly documented in project-specific agreements.

However, the Agency’s ability to deliver on performance targets is contingent upon: (a) the Client fulfilling their obligations under Section 4; (b) no material changes being made by third-party platforms (including advertising networks, social media platforms, or technology providers) that are outside the Agency’s reasonable control; and (c) market or economic conditions not materially and adversely changing from those present at the time the Proposal was signed. Where performance targets are materially impacted by any of the foregoing circumstances, the parties agree to negotiate in good faith a revised set of targets.

3. Intellectual Property & Ownership

Deliverables: Once the final balance of a project is paid in full (or as defined by the performance milestones in the Proposal), the Agency transfers all ownership rights of the final deliverables — including code, designs, and copy — to the Client.

Agency Assets: The Agency retains ownership of its internal proprietary processes, pre-existing code libraries, frameworks, templates, and methodologies used to produce the Client’s deliverables. Nothing in these Terms grants the Client rights to Agency tools or processes beyond what is necessary to use and enjoy the deliverables.

Client Materials: The Client represents and warrants that any materials provided to the Agency (logos, copy, images, data) do not infringe upon any third-party intellectual property rights. The Client grants the Agency a non-exclusive licence to use such materials solely for the purpose of performing the agreed services.

4. Client Cooperation

The Client agrees to provide timely access to necessary resources (including hosting credentials, advertising accounts, and relevant platforms) and materials (including branding assets, internal data, and approvals) required to perform the services. The Agency shall not be held liable for missed performance targets or delays caused by the Client’s failure to provide such access or materials in a timely manner. Where delays caused by the Client result in additional work for the Agency, the Agency reserves the right to charge additional fees as agreed in writing.

5. Payments & Ad Spend

Invoicing: Payment schedules are defined in the Proposal. All invoices are due within the timeframe specified therein. Late payments may incur interest at a rate of 2.0% per month (or the maximum permitted by applicable law, whichever is lower).

Ad Spend: Where the Agency manages or advances advertising costs on the Client’s behalf, the Client agrees to: (a) maintain a valid payment method on file at all times; (b) reimburse the Agency for any advanced ad spend within 7 days of invoice; and (c) maintain a minimum pre-approved ad spend balance as specified in the Proposal. Failure to maintain a valid payment method or sufficient balance may result in the suspension of advertising services, and the Agency shall not be liable for any performance shortfalls resulting from such a suspension.

Taxes: All fees are exclusive of applicable taxes (including GST/HST, VAT, or sales tax) unless otherwise stated in the Proposal.

6. Confidentiality

Both parties agree to hold in strict confidence any non-public business information, data, strategies, or materials shared during the course of the engagement (“Confidential Information”). Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party.

This obligation of confidentiality shall survive the termination of this agreement for a period of three (3) years. It shall not apply to information that: (a) is or becomes publicly known through no breach of this agreement; (b) was already known to the receiving party prior to disclosure; or (c) is required to be disclosed by law or court order, provided the disclosing party is given reasonable prior notice.

7. Limitation of Liability

While the Agency stands behind its Performance Guarantees as written in the Proposal, the Agency’s total aggregate financial liability for any claim arising out of or related to these Terms shall not exceed the total fees paid by the Client to the Agency for the specific service giving rise to the claim during the six (6) month period immediately preceding the event that gave rise to the claim.

The Agency shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of data, or loss of business opportunity, even if the Agency has been advised of the possibility of such damages. This limitation does not apply to liability arising from the Agency’s gross negligence or wilful misconduct.

8. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Agency, its officers, employees, and contractors from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) the Client’s products or services; (b) any materials provided by the Client that infringe upon third-party intellectual property rights; or (c) the Client’s breach of any representation or obligation under these Terms.

9. Termination

Notice: Either party may terminate a recurring service engagement by providing written notice in accordance with the notice period specified in the Proposal. Where no notice period is specified, a minimum of thirty (30) days’ written notice is required.

Final Settlement: Upon termination, the Client is responsible for payment of all fees for work completed, services delivered, or leads generated up to and including the effective date of termination. For clarity, a “lead” shall be deemed generated as of the date the Agency records the lead in the agreed tracking system or delivers it to the Client, whichever occurs first.

Termination for Cause: Either party may terminate this agreement immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice of the breach.

10. Dispute Resolution

In the event of a dispute arising out of or relating to these Terms or any Proposal, the parties agree to the following escalating process:

Good Faith Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation within thirty (30) days of one party notifying the other in writing of the dispute.
Mediation: If the dispute is not resolved through negotiation, either party may refer it to non-binding mediation conducted by a mediator agreed upon by both parties. The costs of mediation shall be shared equally.
Litigation: If mediation is unsuccessful, either party may pursue the matter through the courts, subject to Section 11 below.

11. Governing Law

These Terms are governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflict of laws provisions. Any legal proceedings not resolved through the dispute resolution process in Section 10 shall be brought exclusively in the courts of Vancouver, British Columbia, and both parties irrevocably consent to that jurisdiction regardless of the Client’s location.

12. Force Majeure

Neither party shall be liable to the other for any failure or delay in performance caused by circumstances beyond that party’s reasonable control, including but not limited to: acts of God, natural disasters, war, government action, third-party platform outages, algorithm or policy changes by advertising networks, internet service disruptions, or pandemics (“Force Majeure Event”). The affected party shall notify the other party as soon as reasonably practicable and shall use commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected services without penalty upon written notice.

13. General Provisions

Entire Agreement: These Terms, together with any signed Proposal or SOW, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior representations, discussions, and agreements.

Amendments: No amendment to these Terms shall be valid unless made in writing and signed by both parties.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: Failure by either party to enforce any right under these Terms shall not constitute a waiver of that right.

Independent Contractors: The Agency and Client are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

If you have any questions about these Terms, please contact us before signing a Proposal.