Welby Marketing Ltd. o/a Welby Consulting
Effective Date: July 22, 2026 (v2026-08) · Supersedes v2026-07 (July 1, 2026)
About These Terms
Please review these terms and conditions in their entirety. These Standard Terms of Engagement (the “Terms”) are incorporated into and form part of every proposal, statement of work, quotation, estimate, or order form (each, a “Proposal”) issued by Welby Consulting (“Welby,” “we,” or “us”). By signing a Proposal, remitting any payment, granting access to accounts or systems, or otherwise authorizing Welby to begin work, the client and, where applicable, the individual signing on its behalf (together, the “Client,” “you”) agree to be bound by these Terms. If a Proposal conflicts with these Terms, these Terms govern unless the Proposal expressly identifies the specific provision of these Terms being overridden and is countersigned by an authorized officer of Welby.
How these Terms are incorporated. These Terms are published at welbyconsulting.com/standard-proposal-terms/ and are expressly incorporated by reference into each Proposal. The version of these Terms in effect on the date a Proposal is issued governs that Proposal, and each version is identified by its version number and effective date. The Client is directed to read them before agreeing.
Effective Date: July 22, 2026 (v2026-08)
1. Definitions
(a)“Services” means the services described in the applicable Proposal.
(b)“Deliverables” means the work product, materials, configurations, campaigns, files, and results Welby creates or provides under a Proposal.
(c)“Additional Services” means any work not expressly itemized in the applicable Proposal.
(d)“Media Spend” means any advertising, media, or platform spend placed or committed in connection with the Services.
(e)“Acceptance Period” means five (5) business days after a Deliverable is made available to the Client.
(f)“Fees” means all amounts payable under a Proposal, together with taxes, expenses, interest, and costs payable under these Terms.
(g) “Client Materials” means all data, content, creative, logos, trademarks, product and pricing information, claims, offers, contact lists, and other materials the Client provides to Welby or directs Welby to use.
(h) “Client Data” means personal information and other data relating to the Client or its customers, prospects, or users that Welby collects, receives, or processes in performing the Services.
(i)“Guarantor” means the individual identified in the signature block who personally guarantees the Client’s obligations under Section 15.
2. Scope of Services; Additional Services
(a) Welby will provide the Services described in the applicable Proposal, exercising reasonable professional skill and care.
(b) Anything not expressly itemized in the Proposal is outside scope. Welby is under no obligation to perform Additional Services, and will do so only if separately agreed in writing. Additional Services are billed at Welby’s then-current rates or as separately quoted, and are subject to these Terms.
(c) A Deliverable is complete when Welby has performed the work described in the Proposal. Completion of Welby’s scope is not conditional on, and is not delayed or diminished by, any separate task to be performed by the Client, the Client’s personnel or contractors, or any third party or platform.
3. Client Responsibilities; Third-Party Dependencies
(a) The Client will provide, promptly and in usable form, all access, credentials, materials, approvals, and information Welby reasonably requires. Delays, deficiencies, or refusals by the Client do not affect the Fees and extend Welby’s timelines accordingly.
(b) Welby is not responsible for the acts, omissions, timelines, or decisions of third parties, including the Client’s own developers, hosting providers, and advertising or software platforms (including their review, approval, or policy processes). Any dependency on such third parties is at the Client’s risk and does not condition or defer payment.
4. Fees, Invoicing, Taxes, and Currency
(a) The Client will pay the Fees set out in the Proposal, including any deposit or milestone amounts, at the times stated. Deposits are payable before Welby commences work unless the Proposal states otherwise.
(b) Invoices are due upon receipt unless a later due date is stated on the invoice. Time is of the essence with respect to payment.
(c) All Fees are exclusive of applicable taxes (including GST/HST/PST/QST or equivalent), which are the Client’s responsibility and will be added to invoices where required.
(d) All amounts are payable in CAD or USD. The Client bears all bank, wire, foreign-exchange, and payment-processing charges, such that Welby receives the full invoiced amount net of any such charges.
(e) Withholding gross-up. If the Client is required by law to withhold or deduct any amount (including withholding tax) from a payment, the Client will increase the amount payable so that Welby receives and retains the full amount it would have received had no such withholding or deduction been required.
(f) The Client will pay each invoice in full, without set-off, deduction, counterclaim, or withholding of any kind. A dispute regarding one invoice or Deliverable does not entitle the Client to withhold payment of any other amount. Welby may apply payments received to the oldest amounts outstanding.
5. Payment Authorization, Prepayment, and Media Spend
(a) Method on file; authorization to charge. As a condition of engagement, the Client will provide and maintain a valid credit card or pre-authorized debit (PAD) authorization on file, and authorizes Welby to charge that method for (i) Fees when due and (ii) any amount that becomes overdue, together with interest and costs, without further notice, in accordance with applicable payment-network and PAD rules.
(b) Prepayment and milestones. Welby may invoice in advance by phase or milestone and may require prepayment before commencing any phase. If the Client fails to pay any amount when due, Welby may, on written notice, require that all remaining Services be prepaid, and may withhold further work until such prepayment is received.
(c) Media Spend. All Media Spend will be billed directly to the Client’s own account and payment method with the relevant platform or, if administered by Welby, will be prepaid by the Client to Welby before Welby commits it. Welby is not required to advance or fund any Media Spend, and any Media Spend Welby nonetheless advances is immediately reimbursable as a Fee and subject to these Terms.
(d) Chargebacks. Initiating a chargeback, payment reversal, or pre-authorized debit dispute in respect of a validly invoiced amount, other than through the invoice dispute process in Section 7, is a material breach of these Terms. The reversed amount, together with all chargeback, dispute, and processing fees and Welby’s related costs, becomes immediately due and payable, bears interest under Section 6, and entitles Welby to suspend the Services under Section 6(d).
6. Late Payment, Costs of Collection, and Suspension
(a) Any amount not paid when due bears interest from the due date until paid in full at the rate of one and one-half percent (1.5%) per month, being nineteen and 56/100 percent (19.56%) per annum, calculated and compounded monthly, or the maximum rate permitted by applicable law. This annual rate is stated expressly for the purposes of section 4 of the Interest Act (Canada).
(b) The Client will indemnify and reimburse Welby, on demand, for all costs and expenses Welby incurs to collect any overdue amount or to enforce these Terms or the guarantee in Section 14, including collection-agency fees, legal fees and disbursements on a full-indemnity (solicitor-and-own-client) basis to the fullest extent enforceable, court costs, arbitration costs, and interest on all of the foregoing.
(c) Reporting and assignment of delinquent accounts. The Client and each Guarantor consent to Welby (i) reporting payment delinquencies to credit-reporting agencies, and (ii) assigning, referring, or selling any overdue account to a collection agency or other purchaser and disclosing to it the information reasonably necessary to collect, in each case to the extent permitted by applicable law.
(d) If any amount is overdue, Welby may, without liability and without limiting any other remedy, suspend the Services and withhold Deliverables, reports, and further work until all overdue amounts (with interest) are paid. Suspension does not extend any Welby timeline or reduce any Fee.
7. Invoice Finality (Account Stated)
The Client will notify Welby in writing of any dispute regarding an invoice within ten (10) business days of the invoice date, specifying the disputed items and the basis for the dispute. Failing such notice, the invoice is conclusively deemed correct, accepted, and payable, and the Client waives any objection to it (an “account stated”). Undisputed portions of any invoice remain payable when due.
8. Acceptance and Completion
(a) Each Deliverable is deemed accepted on the earlier of (i) the Client’s use of it, or (ii) expiry of the Acceptance Period, unless within the Acceptance Period the Client delivers written notice specifying, in reasonable detail, a material non-conformity with the Proposal.
(b) The Client’s sole and exclusive remedy for a validly and timely noticed non-conformity is Welby’s re-performance of the non-conforming portion within a reasonable time. Verification, review, or sign-off by the Client’s personnel or by any third party (including the Client’s developer) is not required for acceptance, does not extend the Acceptance Period, and is not a condition of payment.
(c) Deemed acceptance establishes that the Services and Deliverables were completed in accordance with the Proposal, and the corresponding Fees are due in full.
9. Deposits, Termination, and Kill Fee
(a) Deposits. All deposits are non-refundable and are earned by Welby when paid.
(b) Termination for convenience. The Client may terminate an engagement for convenience on written notice. On such termination, the Client will immediately pay (i) all Fees for Services performed and expenses incurred up to the termination date, and (ii) a termination fee equal to fifty percent (50%) of the Fees remaining under the Proposal. The parties acknowledge that this termination fee is a genuine pre-estimate of the value of Welby’s reserved capacity, scheduling commitments, and forgone opportunities, and not a penalty.
(c) Termination by Welby for cause. Welby may terminate or suspend any engagement immediately on written notice if the Client fails to pay any amount when due, or if the Client commits any other material breach of these Terms that is not cured within ten (10) days of written notice. On termination under this Section 9(c), the Client will immediately pay (i) all Fees for Services performed and expenses incurred up to the termination date, and (ii) the termination fee described in Section 9(b), together in each case with interest and costs under Section 6.
(d) Effect of termination. Termination does not affect rights and obligations accrued before the termination date. Section 6 applies to all amounts unpaid on termination.
10. Intellectual Property; Security Interest
(a) Until Welby has received payment in full of all amounts owing under the applicable Proposal and these Terms, Welby retains all right, title, and interest in and to the Deliverables and all related work product, and the Client is granted no licence or right to use them. Any use, retention, or exploitation of the Deliverables by the Client before payment in full is unauthorized and constitutes infringement and a material breach.
(b) On receipt of payment in full, Welby assigns to the Client its right, title, and interest in the Deliverables created specifically for the Client, excluding Welby’s pre-existing materials, methods, tools, templates, and know-how, in which Welby retains all rights and grants the Client only a non-exclusive, non-transferable licence to use them solely as embedded in the Deliverables.
(c) Security interest. As continuing security for payment of all amounts owing, the Client grants Welby a security interest in the Deliverables, work product, and their proceeds, and agrees that Welby may register and enforce that interest under the applicable Personal Property Security Act (or equivalent). The Client will, on request, sign or provide whatever Welby reasonably requires to perfect it.
11. Platform Accounts, Access, and Handover
(a) Client accounts. Advertising, analytics, tag-management, and similar platform accounts established in the Client’s name (including Google Ads, Google Analytics, Google Tag Manager, and Meta accounts) are the Client’s property, and the Client is responsible for those platforms’ terms, billing, and policies, including all Media Spend under Section 5(c).
(b) Welby infrastructure. Welby’s manager and agency account structures, internal tooling, scripts, templates, data infrastructure, and reporting environments remain Welby’s exclusive property. Access granted to the Client through Welby’s systems confers no right, title, or interest in them.
(c) Handover. Following expiry or termination of an engagement and Welby’s receipt of payment in full of all amounts owing, Welby will transfer administrative access to Client-owned accounts, deliver reasonable exports of Client Data held in Welby’s systems, and provide commercially reasonable handover assistance; additional assistance is billable at Welby’s then-current rates. Handover, credentials, and exports are conditional on payment in full.
(d) Records. Welby may retain copies of materials as reasonably required for legal, accounting, and record-keeping purposes, subject to Section 16.
12. Client Warranties; Indemnity
(a) The Client represents and warrants that: (i) it owns or has all rights, licences, and consents necessary for Welby’s use of the Client Materials as contemplated by the Proposal, and that such use will not infringe or violate the rights of any person; (ii) the Client’s business, products, services, offers, pricing, and claims comply with all applicable laws, and the Client is solely responsible for the legal and regulatory review of all advertising claims, offers, pricing, and disclosures published on its behalf, including under the Competition Act (Canada); (iii) all contact lists and recipients the Client provides or directs Welby to use are supported by valid consent under Canada’s Anti-Spam Legislation (CASL) and applicable privacy laws; and (iv) it holds all licences and registrations required to carry on its business.
(b) Indemnity. The Client will defend, indemnify, and hold harmless Welby and its directors, officers, employees, and subcontractors from and against all claims, demands, actions, investigations, losses, damages, penalties (including regulatory and administrative monetary penalties), and costs (including legal fees and disbursements on a full-indemnity basis) arising out of or relating to: the Client Materials; the Client’s products, services, offers, or business practices; instructions or approvals given by the Client; Client Data or the Client’s non-compliance with privacy or anti-spam laws; or any breach of this Section 12.
(c) Right to decline. Welby may decline, pause, or remove any content or campaign that Welby reasonably believes is unlawful, misleading, or contrary to platform policy, without liability and without reduction of the Fees.
13. Data and Privacy
(a) The Client owns the Client Data and is solely responsible for its lawful collection and use, including all required notices, consents, and lawful bases under applicable privacy laws (including the Personal Information Protection and Electronic Documents Act (Canada) and applicable provincial laws).
(b) Welby will collect, use, and disclose Client Data only as required to perform the Services, will protect it using commercially reasonable safeguards, and will notify the Client of any breach of security safeguards affecting Client Data in Welby’s custody as required by applicable law.
(c) The indemnity in Section 12(b) extends to all claims arising from Client Data or the Client’s non-compliance with privacy or anti-spam laws.
14. AI-Assisted Delivery
(a) Welby may use artificial-intelligence-assisted tools in performing the Services. Welby remains fully responsible for the Services and Deliverables regardless of the tooling used, and Deliverables are reviewed by Welby before delivery.
(b) Client Data and the Client’s non-public confidential information are processed only through paid, professional-grade AI services configured so that the provider does not use such data to train generalized or third-party models — whether that protection arises from the provider’s commercial terms or from verified account-level data-use settings — and are never entered into free or unconfigured AI tools without the Client’s prior written approval.
(c) On request, Welby will identify the categories of AI-assisted tools used in an engagement and the provider terms and data-use configurations applicable to Client Data.
(d) Where a Proposal includes additional AI-related restrictions or approval requirements, those provisions govern for that engagement and do not require the countersignature formality in Section 22(a).
15. Personal Guarantee; Authority
(a) Guarantee. Each individual signing a Proposal or these Terms on behalf of a corporate or other non-individual Client (a Guarantor), in consideration of Welby entering into the engagement, personally, unconditionally, absolutely, and irrevocably guarantees to Welby the full and timely payment and performance of all of the Client’s obligations, including all Fees, taxes, Media Spend, interest, and costs of collection. This is a continuing guarantee of payment and not merely of collection. The Guarantor waives any requirement that Welby first proceed against the Client or exhaust any remedy, and waives notice of default, demand, and acceptance. Welby may pursue any Guarantor directly and independently. The Guarantor’s liability is not released or reduced by any indulgence, amendment, extension, or settlement granted to the Client. Welby may decline to commence or continue the Services until any required guarantee is executed.
(b) Joint and several; survival. If more than one person signs as Guarantor, their obligations are joint and several. The guarantee survives, and is not affected by, the Client’s dissolution, bankruptcy, insolvency, restructuring, or cessation of business, and continues until Welby has received payment in full. Each Guarantor provides an address for service in the signature block.
(c) Formalities. The Guarantor will, on request, complete any formality required for the guarantee’s enforceability in the Guarantor’s jurisdiction of residence (including a certificate under the Guarantees Acknowledgment Act (Alberta), where applicable), and the guarantee is enforceable to the fullest extent permitted by applicable law.
(d) Authority and accuracy. The individual signing represents and warrants that they are duly authorized to bind the Client to these Terms and to give the guarantee in this Section, and that the information the Client provides is accurate. Breach of this warranty makes that individual personally liable for the resulting obligations.
16. Warranties and Limitation of Liability
(a) Welby warrants only that the Services will be performed in a professional and workmanlike manner. Except for this express warranty, the Services and Deliverables are provided “as is,” and Welby disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranty of merchantability or fitness for a particular purpose.
(b) Welby does not warrant any particular result, ranking, approval, traffic, lead volume, revenue, or outcome, including the decisions or timelines of any advertising or software platform.
(c) To the fullest extent permitted by law, Welby’s total aggregate liability arising out of or relating to any engagement is limited to the amount of Fees actually paid by the Client to Welby for the specific Services giving rise to the claim, and Welby will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill, however caused.
(d) No claim relating to an engagement may be brought more than twelve (12) months after the day the claim was discovered or ought reasonably to have been discovered. This is an agreed variation of the basic limitation period under section 22 of the Limitations Act, 2002 (Ontario), and the parties confirm that each engagement is a “business agreement” for that purpose.
(e) Nothing in this Section limits the Client’s payment obligations, the Client’s indemnity in Section 12, or any liability that cannot be limited by law.
17. Confidentiality
Each party will keep confidential the non-public information of the other disclosed in connection with an engagement, use it only to perform or receive the Services, and protect it with reasonable care. This Section does not apply to information that is or becomes public other than through a breach, was already known, is independently developed, or is required to be disclosed by law.
18. Non-Solicitation of Personnel
During an engagement and for twenty-four (24) months after it ends, the Client will not, directly or indirectly, solicit, hire, or engage any employee or subcontractor of Welby who performed Services for the Client, without Welby’s prior written consent. This Section does not prohibit general employment advertising not targeted at Welby personnel, but if the Client hires or engages such an individual within the restricted period (however sourced), the Client will pay Welby a placement fee equal to fifty percent (50%) of that individual’s total annual compensation (or, for a subcontractor, the annualized fees paid by Welby to that subcontractor over the preceding twelve (12) months). The parties acknowledge that this fee is a genuine pre-estimate of Welby’s recruitment, training, and replacement costs, and not a penalty.
19. Publicity
Unless the Proposal states otherwise, Welby may identify the Client by name and logo and describe the general, non-confidential nature of the Services in Welby’s portfolio, website, proposals, case studies, and marketing materials, and the Client grants Welby a limited licence to use its name and logo for that purpose. Case studies disclosing the Client’s specific performance results require the Client’s prior written consent (email is sufficient), not to be unreasonably withheld.
20. Non-Disparagement
The Client and the Guarantor will not make or publish any statement, review, or communication that they know to be false or misleading and that is intended to harm Welby’s reputation or business. Nothing in this Section prevents any party from making truthful statements, providing good-faith opinions, responding to lawful process, or communicating with a regulator.
21. Dispute Resolution, Governing Law, and Recovery of Costs
(a) Governing law. These Terms and each engagement are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules.
(b) Collection of overdue amounts — Welby’s election. Notwithstanding anything else in this Section, to recover any overdue amount or enforce the guarantee in Section 15, Welby may (at its sole option) commence and maintain proceedings in any court of competent jurisdiction, including where the Client or Guarantor resides, carries on business, or holds assets, or in Welby’s home jurisdiction. The Client and Guarantor irrevocably attorn to those courts, consent to service by the notice method in these Terms, and waive any objection based on venue or forum non conveniens.
(c) All other disputes — arbitration. Any dispute that is not a collection matter under (b) will, failing good-faith resolution within fifteen (15) days of written notice, be finally resolved by binding arbitration before a single arbitrator, seated in Ontario, administered under the ADR Institute of Canada Arbitration Rules, conducted in English. The arbitration is confidential and the award is final and binding and may be entered in any court of competent jurisdiction. This clause is intended to be enforceable internationally, including under the New York Convention.
(d) Interim relief and security enforcement. Notwithstanding Section 21(c), either party may apply to a court of competent jurisdiction for urgent interim or injunctive relief, and Welby may commence court proceedings to enforce its security interest under Section 10 or to restrain unauthorized use or infringement of Deliverables for which payment has not been received in full.
(e) Costs. The unsuccessful party in any proceeding or arbitration will pay the successful party’s reasonable legal fees, costs, and disbursements, in addition to the costs of collection recoverable under Section 5.
(f) Waiver of class proceedings. To the fullest extent permitted by law, disputes will be conducted only on an individual basis and not as a class or representative proceeding.
22. General
(a) Entire agreement; order of precedence. The applicable Proposal together with these Terms is the entire agreement between the parties regarding its subject matter and supersedes all prior discussions. In the event of conflict, the order of precedence is: (i) a provision of a Proposal that expressly identifies and overrides a specific provision of these Terms and is countersigned by an authorized officer of Welby; (ii) these Terms; (iii) the remainder of the Proposal; and (iv) any other document.
(b) Amendments. No amendment to an engagement is binding unless in writing and signed by an authorized officer of Welby. Welby may revise these Terms for Proposals issued after the revision’s effective date.
(c) Assignment. The Client may not assign an engagement without Welby’s prior written consent. Welby may assign an engagement to an affiliate or successor and may subcontract the Services, provided Welby remains responsible for the Services.
(d) Suspension survives; force majeure. Welby is not liable for delay or failure caused by events beyond its reasonable control. Force majeure does not excuse the Client’s payment obligations.
(e) Independent contractor. Welby is an independent contractor; nothing creates a partnership, agency, employment, or joint venture.
(f) Severability and reformation. If any provision (including any interest, fee, cost-recovery, guarantee, or dispute-resolution provision) is held unenforceable as written, it will be reduced or modified to the minimum extent necessary to make it enforceable and given effect as so modified, rather than struck, and the remaining provisions continue in full force.
(g) No waiver. A party’s failure to enforce any provision is not a waiver of it or of any other provision. Sections 4–15 survive completion or termination.
(h) Notices. Notices must be in writing and sent to the email or address in the Proposal or signature block; email notice is effective when sent, absent a bounce.
(i) Electronic signature and counterparts. These Terms and any Proposal may be signed electronically and in counterparts, each of which is an original.
(j) Language. The parties have required that these Terms and all related documents be drafted in English. Les parties ont exigé que les présentes modalités ainsi que tous les documents s’y rattachant soient rédigés en anglais.
Change History:
Last reviewed: July 22, 2026 · v2026-08.
Changes from v2026-07: new Section 14 (AI-Assisted Delivery); former Sections 14–21 renumbered 15–22; cross-references updated accordingly (including corrections to the Guarantor references in Section 1(i) and Section 21(b)).