Terms & Conditions
MacRAE’S Marketing Standard Terms & Conditions
Effective October 22, 2026
1. THESE TERMS AND WHAT THEY COVER
(a) Services. Owen Media Partners Inc., publisher of MacRAE’S Marketing, or one of its affiliates (“MacRAE’S”) provides digital marketing, website and related services to the client (the “Services”). Services may include website design and development, builds and rebuilds, domain registration or transfer, search engine and AI search optimization, content, lead generation, online video, business information syndication, paid advertising management, website hosting and support, and any other services or products MacRAE’S provides to the client.
(b) These Terms apply to all work. These Terms & Conditions (the “Terms”) apply to every Contract and every order for Additional Work between MacRAE’S and the client, now and in the future, however the work is ordered: by signed contract, accepted quote, email, purchase order or otherwise, and whether or not these Terms are mentioned at the time. The client does not need to accept these Terms again for each new order.
(c) The Contract. “Contract” means the signed order or proposal for a program or project, together with any Build Scope (Section 5), 90-Day Plan (Section 18) and Additional Work Order (Section 6), and these Terms.
(d) Order of precedence. If there is a conflict, the signed order or proposal governs price, scope and dates, and these Terms govern everything else. Terms in a client purchase order, vendor registration form or similar document do not apply, even if MacRAE’S signs or accepts it, unless MacRAE’S agrees in writing that specific terms replace these Terms.
2. APPROVAL OF THE CLIENT’S CREDIT
The client acknowledges that this Contract is strictly conditional upon MacRAE’S approval of the client’s credit and authorizes MacRAE’S to conduct all usual enquiries with third parties regarding the client’s solvency and credit and to record in the client’s file and disclose to third parties information regarding the client’s credit.
3. TERM, TERMINATION AND FULL PAYMENT
(a) Which version applies. This Section 3 applies to Contracts signed on or after October 22, 2026. Contracts signed before that date continue under the notice terms in force when they were signed.
(b) Program Start Date. A monthly marketing program starts on the “Program Start Date”, which is the date of the first invoice for that monthly program. Where the Contract includes a Build, the Program Start Date is normally after the Build is accepted under Section 5, and may also be set under Section 5(d).
(c) Initial Term. Each monthly program has an initial term of three months from its Program Start Date (the “Initial Term”). The monthly fees for the Initial Term are payable in full, subject to Section 18. After the Initial Term, the program continues month to month at the monthly rate on the billing schedule provided, with no further minimum term.
(d) Full payment. The client is responsible to MacRAE’S for full payment of all fees, and acknowledges that this obligation is a material basis of this Contract and an essential consideration of MacRAE’S undertaking to provide the Services for the fees agreed.
(e) How to give notice. The client may end a monthly program by sending written notice by email to accounting@owen-media.com. MacRAE’S will confirm receipt by email, including the final service date.
(f) Notice period. After the Initial Term, the client may end a monthly program on 30 days’ written notice. MacRAE’S will continue to provide the Services during the notice period, and the program ends 30 days after MacRAE’S receives the notice. Fees for the final partial month are pro-rated. Notice given during the Initial Term takes effect at the end of the Initial Term, unless Section 18 applies.
(g) Example. For a client past its Initial Term, if MacRAE’S receives notice on October 15, Services continue through November 14, the program ends on November 14, and the November fee is pro-rated to the 14th.
(h) Ending a Build. The client may cancel a Build before acceptance by written notice. The client then pays the Build fee instalments due up to the date of notice, plus the value of work completed since the last instalment at MacRAE’S standard hourly rate, up to the full Build fee. Ownership of work paid for passes to the client under Section 14.
(i) Builds included in the monthly fee. Where a Build is included in the monthly fee rather than invoiced separately, the Contract will state the Build fee and the number of months over which it is included. If the program ends before all of those months have been billed, the client must pay the remaining portion of the Build fee before the website is transferred under Section 14. The remaining portion is the Build fee multiplied by the number of unbilled months, divided by the total number of months. For example, for a $12,000 Build included over 12 months, with 5 months billed when the program ends, the remaining portion is $7,000.
4. FEES, INVOICING AND PAYMENT
(a) Fees. Fees are as stated in the Contract, in the currency stated there, plus applicable taxes.
(b) Invoicing. Monthly program fees are invoiced monthly in advance. Build fees and Additional Work are invoiced on the schedule in the Build Scope or Additional Work Order, or on completion if no schedule is stated.
(c) Payment. Invoices are due on receipt. Overdue amounts bear simple interest at 1.5% per month (18% per year) from the due date until paid.
(d) Suspension. If any amount is more than 15 days overdue, MacRAE’S may suspend any or all Services, including Build work and hosting, on 5 business days’ written notice, until the account is brought up to date. Dates in any Build Scope or 90-Day Plan move by the length of the suspension.
(e) Invoice questions. The client must raise any question about an invoice in writing within 30 days of the invoice date and pay any undisputed amount when due.
5. WEBSITE BUILDS
(a) Build Scope. Every website build, rebuild or development project (a “Build”) has a written scope (the “Build Scope”) stating what will be built, the Build fee and payment schedule, a target launch date, and what the client must provide and by when.
(b) A separate project. A Build is a separate project from any monthly program, even when both are in the same Contract. The Build fee is earned as the Build progresses. The 90-Day Delivery Guarantee in Section 18 does not apply to a Build.
(c) Client responsibilities. The Build depends on the client providing content, images, access, information and approvals as set out in the Build Scope. If the client is late, the target launch date moves by the length of the delay, and the payment schedule continues unchanged. MacRAE’S will tell the client in writing when it is waiting on the client.
(d) Long stop. If the client delays the Build for more than 30 days beyond the target launch date, MacRAE’S may invoice the balance of the Build fee and may set the Program Start Date of any monthly program in the Contract by written notice to the client.
(e) Review and acceptance. When MacRAE’S delivers the Build for review, the client has 10 business days to approve it in writing or to give written notice listing specific defects. A defect is a way in which the Build does not conform to the Build Scope. MacRAE’S will fix listed defects and redeliver, and the same review process applies to the fixes. The Build is accepted on the earliest of: the client’s written approval; launch at the client’s direction; or the end of a review period without written notice of defects. Requests for changes outside the Build Scope are not defects.
(f) Fix period and sole remedy. For 30 days after acceptance, MacRAE’S will fix at no charge any defect that causes the Build not to conform to the Build Scope. This is the client’s sole remedy for defects in a Build.
(g) Changes. Any change to the Build Scope, and any request after acceptance, is Additional Work under Section 6, priced and dated before work starts.
(h) Launch date. The target launch date is a target, not a guarantee.
(i) Website policies. The client acknowledges that any privacy policy and terms of use MacRAE’S provides for the website are general templates, not tailored to the client’s business, and the client assumes all responsibility for them.
6. ADDITIONAL WORK
(a) Ordering. Work outside the client’s current Contract, such as new pages, modules, features, integrations, design changes or campaigns (“Additional Work”), is ordered by an Additional Work Order: a quote, estimate or email from MacRAE’S describing the work and its price, accepted by the client in writing (including by email reply). Where the client gives a verbal go-ahead, MacRAE’S will confirm the order by email before starting, and the order stands unless the client replies otherwise within 2 business days. Paying an invoice for Additional Work also confirms the order.
(b) These Terms apply. Additional Work forms part of the client’s Contract and is governed by these Terms, whether or not the Additional Work Order refers to them. If the client has no Contract in force, the version of these Terms published at macraes.com/terms-conditions on the date of the order applies.
(c) Price. Additional Work is charged at the fixed price quoted or at the hourly rate quoted. An estimate is an estimate; if MacRAE’S expects to exceed it by more than 10%, it will tell the client before continuing.
(d) Review, invoicing and ownership. Additional Work is reviewed and accepted in the same way as a Build under Section 5(e), with a review period of 5 business days. It is invoiced on completion unless the Additional Work Order says otherwise, and ownership passes to the client under Section 14 when it is paid in full.
(e) No effect on the program. Additional Work does not change any monthly program, Program Start Date, Initial Term or notice period.
7. EARLY TERMINATION AND REFUSAL TO HOST
MacRAE’S may terminate this Contract and refuse to provide the Services and/or host the website, upon notice to the client, if the client is in default of payment of any amount owed to MacRAE’S under this Contract or any other Contract with MacRAE’S, or if the client breaches any other term of this Contract.
8. CONTENT MARKETING
MacRAE’S free incentives have no cash value. Any free blog posts or social media posts provided by MacRAE’S are restricted to MacRAE’S choice in writers, and consist of general blog topics written to drive traffic to the site or social media posts written to promote the blog(s). These posts are not necessarily technically specific and may not speak about the client’s particular business or area of expertise in detail. If any post does not receive approval from the client, it will not be posted. The client has the opportunity to rewrite and submit it for MacRAE’S to edit and/or distribute “as is” at no additional cost. Free external blog setup, free website hosting and SSL certification will only be completed when full website credentials are given to MacRAE’S. The client agrees to allow MacRAE’S to use images, case studies and statistics relating to this project in MacRAE’S public portfolio.
9. NO REPRESENTATIONS BY MacRAE’S AND NO WARRANTY OF SUCCESS
The client acknowledges that, in order to promote its services, MacRAE’S may from time to time convey data, including statistics or other information, illustrating results obtained by certain groups of MacRAE’S clients. Such data is, to the best of MacRAE’S knowledge, accurate and obtained from credible sources. The client acknowledges that such data is conveyed solely for information, that results may vary considerably from client to client, and that MacRAE’S does not guarantee search rankings, traffic, leads or sales.
10. CLIENT’S WARRANTY
The client warrants that it is authorized to display the website, that the website and the Services will not violate any law applicable to the client, and that it holds all permits or licenses necessary for its activities, including any license issued by a professional or regulatory body. The client further warrants that it holds the rights to use all trademarks, trade names, content and images it supplies to MacRAE’S, and that such use does not violate any law, including the Trademarks Act (Canada), the Copyright Act (Canada) and any other law relating to intellectual property.
11. SMS AND ELECTRONIC MESSAGES
(a) Messages to the client’s customers. Where the client asks MacRAE’S to send SMS or other electronic messages to the client’s customers, for example service notifications or feedback requests, the client warrants that it has obtained every consent required by applicable law, including Canada’s Anti-Spam Legislation, and will indemnify MacRAE’S against any claim arising from a missing or invalid consent. Recipients may opt out by replying STOP. Standard message and data rates may apply.
(b) Messages to the client. MacRAE’S may send the client messages relating to the Services. MacRAE’S will obtain the client’s separate consent before sending marketing or promotional messages.
12. LIMITED LIABILITY OF MacRAE’S AND THIRD-PARTY VENDORS
The client acknowledges that MacRAE’S provides a large number of websites and services, that errors may occur, and that MacRAE’S could not provide the Services on an economic basis without this limitation of liability, which is a material basis of this Contract. MacRAE’S total liability for any claim relating to this Contract shall not exceed the fees paid by the client for the specific Service giving rise to the claim during the 12 months before the event on which the claim is based. In no event shall MacRAE’S be liable for special, incidental, indirect or consequential damages, including loss of profits, capital or business opportunity, downtime costs, or claims of the client’s customers. Any action by the client relating to a claim under this Contract must be started no later than two years after the event on which the claim is based. These limitations apply whatever the legal theory of the claim, including breach of contract, breach of warranty, negligence or strict liability, and apply equally to MacRAE’S third-party vendors and contractors.
13. CHANGES TO THESE TERMS
MacRAE’S may update these Terms by publishing a new version with its effective date at macraes.com/terms-conditions. A new version applies to Contracts and Additional Work Orders made on or after its effective date. For an existing Contract, a change applies only if it does not substantially affect the client’s rights and obligations, or if the client accepts it, including by signing a new Contract. MacRAE’S keeps a copy of every version.
14. OWNERSHIP AND TRANSFER OF THE CLIENT’S WEBSITE
(a) What the client owns. Once the client has paid in full for its website, any Additional Work, and the content MacRAE’S created for it, including design, text, images and video (the “Client Work”), the client owns the Client Work. Ownership passes item by item: a Build when the Build fee is paid in full, and each piece of Additional Work when its invoice is paid in full. Until then, the Client Work remains the property of MacRAE’S and the client may not reproduce it without MacRAE’S prior written consent. Content, logos and trademarks supplied by the client always remain the client’s property.
(b) What MacRAE’S keeps. MacRAE’S keeps ownership of the processes, methods, know-how, templates, frameworks, software, AI tools and reporting dashboards it uses to perform the Services (the “MacRAE’S Tools”). Where any MacRAE’S Tools are built into the Client Work, MacRAE’S grants the client a permanent, royalty-free license to keep using them as part of its website.
(c) Third-party materials. Some websites use third-party items licensed to MacRAE’S, such as premium themes, plugins, fonts or stock images. These licenses cannot be transferred. MacRAE’S will list any such items at the time of transfer, and the client will need its own licenses to keep using them.
(d) Domains and accounts. MacRAE’S registers the client’s domain name and sets up its Google Analytics, Google Search Console, Google Business Profile and advertising accounts in the client’s name wherever possible. If any of these are registered in MacRAE’S name, MacRAE’S will transfer them to the client on request once all amounts owing have been paid.
(e) How transfer works. When the Contract ends and all amounts owing have been paid, including any Build balance under Section 3, MacRAE’S will, on request and at no charge, provide the client with its website files and database, the content and images created for it, and administrator access to its website and accounts. MacRAE’S will continue to host the website during any notice period and for 30 days after the Contract ends, so the client has time to move it. If the client would like MacRAE’S to carry out the move to a new host, MacRAE’S will quote that work separately.
(f) Portfolio. MacRAE’S may continue to show the Client Work in its portfolio as described in Section 8.
15. CONFIDENTIALITY AND DATA
(a) Confidentiality. Each party will keep confidential the other’s non-public business information received under this Contract, including MacRAE’S quotations, pricing and methods and the client’s business, customer and performance data, and will use it only for the purposes of this Contract.
(b) Client data. MacRAE’S will use data it accesses in the client’s website, analytics and advertising accounts only to perform the Services, will protect it with reasonable safeguards, and will handle any personal information in accordance with applicable privacy law.
(c) Compliance. The client will conduct its business, including its website, in accordance with all applicable laws.
16. FORCE MAJEURE
No liability shall result from delay in performance or non-performance, in whole or in part, if performance has been made impracticable by compliance in good faith with any applicable governmental regulation or order, or by any contingency the non-occurrence of which was a basic assumption of this Contract, including acts of God, fire, flood, accident, riot, war, sabotage, strike, labour trouble or shortage, breakdown or failure of equipment, failure of third-party platforms or hosting providers, or embargo. MacRAE’S inability to obtain any required good or service at practicable prices and terms, or increased costs of complying with regulations, shall also relieve MacRAE’S of its obligation to perform. If any such circumstance affects only part of MacRAE’S capacity to perform, MacRAE’S may allocate its capacity among its customers and its own requirements as it determines.
17. NO IMPLIED WARRANTIES
EXCEPT AS EXPRESSLY MADE IN THIS CONTRACT, MacRAE’S MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS OF ANY PRODUCT OR SERVICE FOR A PARTICULAR PURPOSE, EVEN IF THAT PURPOSE IS KNOWN TO MacRAE’S.
18. 90-DAY DELIVERY GUARANTEE
MacRAE’S offers a 90-Day Delivery Guarantee on monthly marketing programs. It covers the work MacRAE’S controls. It does not guarantee search rankings, traffic, leads or sales (see Section 9), and it does not apply to Builds or Additional Work. The 90 days, and the 180-day roadmap, run from the Program Start Date.
(a) The 90-Day Plan. Each monthly program includes a written plan for its first 90 days with dated milestones (the “90-Day Plan”), prepared by MacRAE’S and signed off by the client.
(b) Missed milestones. If MacRAE’S misses a milestone in the 90-Day Plan by more than 10 business days for reasons within its control, MacRAE’S will credit the fee for the month in which the milestone fell due. Alternatively, the client may end the program by email to accounting@owen-media.com within 15 days of the missed milestone, with no notice period, and MacRAE’S will refund the fee for that month.
(c) Monthly reports. MacRAE’S will provide a written report each month from the Program Start Date, with formal reviews at approximately day 45 and day 75. The day-75 review will include the plan for days 91 to 180. If MacRAE’S fails to provide two consecutive monthly reports, the client may end the program by email to accounting@owen-media.com, with no notice period.
(d) Satisfaction claim and free fourth month. If the client is not satisfied with the quality or delivery of the work after the first three months of the program, it may make a claim by email to accounting@owen-media.com, listing its specific concerns, no later than 15 days into the fourth month. MacRAE’S will provide the fourth month at no charge, crediting any fee already invoiced for it, and will use that month to address the concerns. If the client is still not satisfied, it may end the program by email before the end of the fourth month. The program then ends on the last day of the fourth month with no further obligation or payment, and the notice period in Section 3 does not apply. Fees for the first three months remain payable, and Section 3(i) still applies to any Build balance.
(e) Day-180 review. At approximately day 180, MacRAE’S will provide a written review of results against the client’s 180-day roadmap, with a plan for the following period. The review does not create a right to end the program other than under Section 3.
(f) Conditions. The guarantee applies once per client, to the client’s first monthly program with MacRAE’S. It requires the client to grant website and analytics access within 10 business days of the Program Start Date, name a decision-maker, sign off the 90-Day Plan, and keep its account in good standing. Dates in the 90-Day Plan and the 90-day period move by any time MacRAE’S spends waiting on the client for access, information, content or approvals, counted from the date MacRAE’S tells the client in writing that it is waiting.
19. TAXES
The client shall pay all taxes, excises and other charges imposed by any authority on the goods or Services, except taxes based on MacRAE’S income, and shall indemnify MacRAE’S against any such liability, including related legal fees and costs.
20. ENTIRE AGREEMENT
The Contract, as defined in Section 1(c), is the entire agreement between the parties for the Services and replaces any prior discussions, presentations or representations. It is not assignable by the client without MacRAE’S written consent. Except as provided in these Terms, no change to the Contract has effect unless in writing and agreed by both parties; an email exchange is sufficient. If any provision is or becomes unlawful, it shall be severed and the remainder of the Contract shall continue in effect.
21. GENERAL
(a) Governing law. This Contract is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. Any lawsuit brought by the client arising out of this Contract shall be started in the courts of Ontario, and the client submits to the jurisdiction of those courts in any action MacRAE’S starts there.
(b) Notices. Notices under this Contract must be in writing and may be delivered by hand, courier or email to the address in the Contract or as later notified. A notice delivered by hand or email is received on the day of delivery, unless delivered after 4:00 p.m. or on a day that is not a business day in the recipient’s location, in which case it is received on the next business day. Termination notices and guarantee claims from the client must be sent by email to accounting@owen-media.com, as set out in Sections 3 and 18.
(c) Electronic acceptance. The Contract may be accepted electronically, including by e-signature, by clicking to accept, or by email as described in Section 6, and an electronic acceptance has the same effect as a signature.
