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PAYON.AGENCY
Design & Engineering · Toronto, Ontario, Canada
Terms of Service
Effective: June 22, 2026

These Terms of Service ("Terms") govern all services provided by Payon Agency ("Agency," "we," "us," or "our") to you ("Client," "you," or "your"). By engaging our services, signing a Service Agreement, or making a payment, you confirm that you have read, understood, and agree to these Terms in full.

§ 01
Services

Payon Agency provides design and engineering services including, but not limited to:

  • Custom website design and development
  • Web and mobile application development
  • Chatbot and AI agent development (Telegram, WhatsApp, web)
  • Workflow automation and third-party integrations (Make, Zapier, n8n, custom pipelines)
  • Brand identity, UI/UX design, and design systems
  • Ongoing technical support, updates, and maintenance

The specific deliverables, scope, timeline, and fees for each engagement are defined in a separate Service Agreement, written proposal, or project correspondence.


§ 02
Engagement Process

All projects begin with an inquiry submitted via our website or direct communication. A formal project scope, timeline, and fee are agreed upon in writing before any work commences. No work begins until the advance payment invoice is settled in full.

For ongoing retainer or support engagements, terms are specified in a separate written agreement.


§ 03
Payment Terms
Advance Payment
Typically 50%
Due before work begins · Non-refundable after commencement
Final Payment
Remaining balance
Due within 14 calendar days of final delivery

The exact advance percentage will be specified in the project proposal. Payment may be made by bank transfer, PayPal, or cryptocurrency (USDC, BTC, ETH). All fees are exclusive of applicable taxes; HST/GST is added where required by Canadian law.

Invoices unpaid after the 14-day due date accrue a late fee of 1.5% per month on the outstanding balance. The Agency reserves the right to withhold delivery of final source files and assets until all outstanding amounts are settled in full.


§ 04
Project Timeline & Delivery

Estimated timelines are provided in writing at project confirmation. Delivery dates depend on timely receipt of Client materials, content, feedback, and approvals. Client delays — including failure to respond within 5 business days to review requests — may result in adjusted timelines with no penalty to the Agency.

The Agency commits to professional and timely delivery but is not liable for delays caused by force majeure, third-party platform outages, or circumstances beyond its reasonable control.


§ 05
Client Responsibilities

To enable smooth project delivery, you agree to:

  • Provide all necessary materials (content, images, brand assets, access credentials) in a complete and timely manner
  • Designate a single point of contact with authority to provide approvals
  • Respond to review requests and approval stages within 5 business days
  • Ensure that all content, assets, and materials you provide are owned by you or properly licensed, and do not infringe any third-party intellectual property rights
  • Accept responsibility for the accuracy and legality of all content you provide

§ 06
Revisions & Scope Changes

The number of revision rounds included in each project is specified in the proposal. Revisions beyond the agreed number are billed at the Agency's standard hourly rate, communicated in advance.

Material changes to the project scope requested after work has commenced may require a revised proposal with updated fees and timelines. No additional scope work begins until the revised terms are agreed in writing.


§ 07
Intellectual Property
7.1 — Client Content

All content, materials, brand assets, and data you provide remain your property at all times.

7.2 — Final Deliverables

Upon receipt of full and final payment, the Agency assigns to the Client all rights, title, and interest in the final deliverables specifically created for the Client under this engagement, including all intellectual property rights therein.

7.3 — Agency Tools & Methodologies

The Agency retains ownership of all preliminary concepts, reusable code components, frameworks, general-purpose libraries, templates, and methodologies used in the delivery of services. The Client receives a licence to use such elements only as incorporated into the agreed final deliverables.

7.4 — Portfolio Rights

The Agency reserves the right to display and reference completed work in its portfolio, website, and marketing materials unless the Client submits a written request within 30 days of project completion that specific work be kept confidential.


§ 08
Cancellation & Refund Policy

Cancellation of an active project must be submitted in writing to hello@payon.agency.

Advance payments are non-refundable upon Client-initiated cancellation after work has commenced. Work completed up to the cancellation date will be billed on a pro-rata basis at the agreed project rate. Completed work in progress will be delivered to the Client upon settlement of the pro-rata invoice.

If the Agency cancels an engagement for reasons within its control and work has not yet commenced, the advance payment will be refunded in full.


§ 09
Confidentiality

Both parties agree to maintain the confidentiality of all information designated as confidential or that a reasonable person would understand to be confidential given the context of the engagement. Client project details, business strategies, technical specifications, credentials, and proprietary data will not be disclosed to third parties without the Client's prior written consent.

The Agency covenants to store all Client-provided information securely, restrict access to authorised personnel and subcontractors only, and not discuss or reference Client data outside the Agency.

📄
A full Non-Disclosure Agreement with detailed confidentiality terms is available at payon.agency/nda and may be signed separately before project commencement.

§ 10
Limitation of Liability

The Agency's total liability for any claim arising under or in connection with these Terms shall not exceed the total fees paid by the Client in connection with the specific project giving rise to the claim.

The Agency is not liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profit, loss of business opportunity, business interruption, or data loss — even if advised of the possibility of such damages.

The Client agrees to indemnify and hold the Agency harmless from any claims, damages, or costs arising from Client-provided content, the Client's misuse of delivered materials, or infringement of any third-party rights by Client-provided assets.


§ 11
Warranty Disclaimer

The Agency provides all services with professional care and skill. However, the Agency makes no guarantee of specific business outcomes, search engine rankings, conversion rates, revenue increases, or results achieved through the use of delivered work.

Third-party platforms, APIs, hosting providers, and services integrated as part of a project operate under their own terms, pricing, and availability — changes to such platforms are outside the Agency's control and are not covered under any warranty.


§ 12
Governing Law

These Terms are governed by the laws of the Province of Ontario and the applicable federal laws of Canada. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts of the City of Mississauga or Toronto, Ontario, Canada.


§ 13
Dispute Resolution

In the event of a dispute, both parties agree to first attempt resolution through good-faith direct negotiation. If the dispute remains unresolved after 30 calendar days of written notice, either party may pursue mediation or legal proceedings in accordance with §12 above.


§ 14
Amendments

The Agency reserves the right to update these Terms at any time. Any changes will be posted on this page with a revised effective date. Continued engagement with the Agency after such changes constitutes acceptance of the updated Terms. For changes that materially affect active projects, we will notify the Client directly in writing.

Questions about these Terms?

We're always happy to clarify anything before you engage with us. If you have any questions about our Terms of Service or how we work, please get in touch.

Payon Agency
360 Square One Drive, Suite 3007, Mississauga, Ontario, Canada
hello@payon.agency  ·  payon.agency  ·  +1 (647) 389-4793