Please read these terms carefully before engaging Danichi for any services. By working with us, you agree to be bound by the terms set out below.
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Danichi Media ("Danichi," "we," "us," or "our"), governing your access to and use of our digital marketing services, website design, and related services. These Terms apply to all clients, visitors, and users who access or use our services.
By signing a service agreement, submitting payment, or otherwise engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms in their entirety, you must not engage our services.
These Terms take effect on the date you first engage Danichi for services, whether through a signed proposal, verbal agreement, payment, or commencement of work. These Terms govern the entire relationship between you and Danichi for all services rendered, regardless of whether a separate written contract exists.
Where a separate signed service agreement exists between you and Danichi, that agreement governs to the extent it is inconsistent with these Terms. Otherwise, these Terms apply in full.
You represent and warrant that you have the legal authority to enter into this agreement on behalf of yourself or the business entity you represent, and that the information you provide to us is accurate and complete.
Danichi provides digital marketing and web design services to growing businesses across a wide range of industries. Our services include but are not limited to:
The specific services to be provided, the scope of work, and any performance targets will be defined in a written proposal or service agreement provided to you prior to commencement of work. Danichi reserves the right to modify or discontinue any service offering at any time with reasonable notice to affected clients.
Unless expressly agreed in writing, our services do not include search engine optimisation (SEO), Google Ads management, content creation for your own social media channels, print or offline advertising, or any service not specifically listed in your agreed scope of work.
Services commence following completion of all of the following: (a) your execution of a service agreement or written acceptance of a proposal; (b) receipt of the required onboarding information, account accesses, and materials from you; and (c) receipt of any applicable setup fee or first payment.
You agree to provide Danichi with timely access to all accounts, assets, and information reasonably necessary for us to perform the services, including but not limited to:
Delays in providing required access or materials will extend the agreed timeline accordingly. Danichi is not liable for any delay in campaign launch or service delivery caused by your failure to provide required materials or access in a timely manner.
Our management fees are as set out in your service agreement or proposal. All fees are quoted in United States Dollars (USD) unless otherwise specified. Fees are invoiced monthly in advance unless an alternative schedule is agreed in writing.
Ad spend (the budget paid directly to Meta, Google, or other advertising platforms) is separate from and in addition to Danichi's management fee. Ad spend is paid directly by you to the relevant platform. Danichi does not mark up ad spend and does not receive any commission or rebate from advertising platforms. You are solely responsible for funding your ad accounts to the agreed monthly budget.
Invoices are due within seven (7) days of the invoice date unless otherwise agreed. Overdue payments accrue interest at the rate of 1.5% per month (18% per annum) from the due date until paid in full. Danichi reserves the right to suspend services immediately upon non-payment without liability to you for any resulting loss, including loss of campaign performance or leads.
Where a one-time setup or onboarding fee applies, it is due prior to commencement of work and is non-refundable once onboarding has commenced.
Danichi may adjust its management fees at any time, provided that at least thirty (30) days' written notice is given to you before any new fee takes effect. Your continued use of our services following such notice constitutes acceptance of the revised fees.
Where a performance guarantee is included in your service agreement, the following terms apply. The guarantee is specific to the terms, targets, and conditions expressly set out in your signed agreement. No guarantee is implied beyond what is written in that agreement.
The performance guarantee is contingent upon all of the following conditions being met:
The guarantee covers the number of inbound leads (inquiries) generated, not the number of leads that convert to booked jobs or closed sales, unless otherwise specified in your service agreement. Lead quality, conversion rate, and close rate are influenced by factors outside Danichi's control, including your sales process, responsiveness, pricing, and competition. These are not covered by the guarantee unless explicitly stated otherwise in writing.
Where Danichi fails to meet an agreed lead target in a given month and all guarantee conditions are met, the remedy is limited to a partial or full credit or waiver of Danichi's management fee for that month, as specified in your service agreement. This is the sole and exclusive remedy available to you for failure to meet a performance guarantee. No monetary refund of ad spend or other compensation is owed.
You are responsible for the following throughout the term of your engagement with Danichi:
Danichi is not responsible for any losses or consequences arising from your failure to fulfil these responsibilities. Where your failure to act causes a campaign to underperform or be suspended by an advertising platform, any performance guarantee associated with that period is void.
Upon receipt of full payment for all outstanding invoices, Danichi assigns to you all right, title, and interest in any website, landing page, or creative asset specifically created for you as part of the agreed scope of work ("Work Product"). This assignment is limited to the final deliverables and does not extend to the underlying tools, frameworks, templates, methodologies, or proprietary processes used to create them.
Danichi retains all ownership of its pre-existing intellectual property, including but not limited to its proprietary campaign frameworks, audience targeting methodologies, reporting templates, internal tools, and any materials created before the commencement of your engagement. Nothing in these Terms transfers ownership of Danichi's pre-existing IP to you.
All ad accounts, pixels, audiences, and campaign data created in your name or on your behalf belong to you. Upon termination of services and settlement of all outstanding amounts, Danichi will provide you with reasonable assistance to transfer or retain access to these assets. Danichi retains the right to use aggregated, anonymised campaign performance data for internal benchmarking and service improvement purposes.
You grant Danichi a non-exclusive, royalty-free licence to use your brand assets, business information, and any materials you provide solely for the purpose of delivering the agreed services. This licence terminates upon conclusion of the engagement.
You grant Danichi the right to display completed websites and campaign results (in anonymised or aggregated form) in its portfolio, marketing materials, and case studies, unless you notify Danichi in writing that you object to such use.
Each party agrees to keep confidential all non-public information received from the other party in connection with the engagement that is identified as confidential or would reasonably be understood to be confidential given the nature of the information ("Confidential Information").
Confidential Information includes but is not limited to: campaign performance data, cost-per-lead figures, customer lists, business strategies, pricing arrangements, and any proprietary processes or methodologies disclosed during the engagement.
Neither party will disclose the other's Confidential Information to any third party without prior written consent, except as required by law or to the extent necessary to deliver the agreed services (e.g., disclosing to a platform representative to resolve a technical issue). Both parties will use the other's Confidential Information solely for the purpose of the engagement.
These confidentiality obligations survive termination of the engagement for a period of three (3) years.
To the maximum extent permitted by applicable law, Danichi's total aggregate liability to you for any and all claims arising out of or related to these Terms or the services — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total management fees paid by you to Danichi in the three (3) months immediately preceding the event giving rise to the claim.
In no event shall Danichi be liable for any of the following, regardless of whether Danichi was advised of the possibility of such damages:
Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation, or any liability that cannot be excluded by law.
To the maximum extent permitted by applicable law, Danichi provides all services on an "as is" and "as available" basis without warranty of any kind, express or implied.
Danichi expressly disclaims all warranties, including but not limited to:
Digital advertising results are inherently variable and are affected by numerous factors outside Danichi's control, including platform algorithm changes, market competition, seasonality, economic conditions, and your own business operations. Past results achieved for any client do not guarantee similar results for your business.
You agree to indemnify, defend, and hold harmless Danichi, its principals, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:
The engagement begins on the commencement date set out in your service agreement and continues on a month-to-month basis unless a minimum term is specified in writing. Where a minimum term applies, early termination is subject to the early termination provisions below.
Either party may terminate the engagement by providing thirty (30) days' written notice to the other party. During the notice period, both parties continue to fulfil their obligations under these Terms.
Danichi may terminate the engagement immediately and without notice if: (a) you fail to pay any invoice within fourteen (14) days of it becoming overdue; (b) you breach these Terms or your service agreement in a material way and fail to cure the breach within seven (7) days of written notice; (c) you become insolvent, enter administration, or make an assignment for the benefit of creditors; or (d) continuing the engagement would require Danichi to violate any applicable law or platform policy.
Upon termination: (a) all outstanding fees become immediately due and payable; (b) Danichi will cease work on your campaigns; (c) Danichi will provide reasonable assistance to transfer account access back to you; and (d) any provisions of these Terms that by their nature should survive termination (including Sections 7, 8, 9, 10, 11, and 13) will continue in full force.
Termination does not entitle you to a refund of any management fees already paid for services rendered.
In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the services, the parties agree to the following process before pursuing formal legal proceedings:
Notwithstanding the above, either party may seek urgent injunctive or other equitable relief from a court of competent jurisdiction without first completing the steps above, where such relief is necessary to prevent irreparable harm.
These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law provisions.
The parties submit to the exclusive jurisdiction of the courts of Ontario, Canada for the resolution of any dispute that cannot be resolved through the dispute resolution process set out in Section 13.
Where you are located in a jurisdiction that requires consumer protection laws to apply, nothing in these Terms limits rights you may have under applicable mandatory consumer protection legislation.
Danichi reserves the right to modify these Terms at any time. When we make material changes, we will update the "Last updated" date at the top of this page and, where we have your contact information, notify you by email at least fourteen (14) days before the changes take effect.
Your continued engagement of our services after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must terminate your engagement before the changes take effect in accordance with Section 12.
It is your responsibility to review these Terms periodically. We recommend checking this page when you receive a notification of changes.
These Terms, together with any signed service agreement or proposal, constitute the entire agreement between you and Danichi regarding the services and supersede all prior or contemporaneous understandings, representations, or agreements, whether written or oral.
If any provision of these Terms is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will continue in full force and effect.
Danichi's failure to enforce any provision of these Terms on any occasion does not constitute a waiver of that provision or Danichi's right to enforce it on any future occasion.
You may not assign, transfer, or sub-license your rights or obligations under these Terms without Danichi's prior written consent. Danichi may assign its rights and obligations under these Terms to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the successor assumes all obligations under these Terms.
Neither party shall be liable for any failure or delay in performance caused by circumstances beyond their reasonable control, including acts of God, natural disasters, government actions, war, terrorism, pandemic, platform outages, cyberattacks, or internet service disruptions. The affected party must notify the other promptly and take reasonable steps to resume performance as soon as practicable.
The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, employment, or franchise relationship between the parties.
These Terms are for the sole benefit of you and Danichi and do not create any rights in any third party.
If you have any questions about these Terms of Service, please contact us:
We aim to respond to all written inquiries within two (2) business days.