Terms and Conditions
Twisted Spur Media Ltd. — Master Client Terms & Conditions
Version 1.0 | Effective: April 28, 2026
These Master Client Terms & Conditions apply to all clients who engage Twisted Spur Media Ltd. for any service, including podcast production, podcast guest booking, coaching, marketing services, design services, paid ad management, collaborations and website development.
When you sign a Service Agreement or Addendum with Twisted Spur Media Ltd., you agree to be bound by these Master Terms in addition to the service-specific terms in your Addendum. Together, these documents form your complete agreement with us.
If you have questions about anything in these terms before signing, please reach out to us at info@twistedspurmedia.com before proceeding.
1. Parties
This Agreement is entered into between:
Service Provider Twisted Spur Media Ltd. ("the Company" or "Twisted Spur") info@twistedspurmedia.comtwistedspurmedia.com Ontario, Canada and their clients.
2. Definitions
In these Master Terms, the following definitions apply:
"Agreement" means these Master Terms together with any applicable Service Addendum(a) and any proposal, scope of work, or statement of work referencing these terms.
"Service Addendum" means a document that specifies the particular services, deliverables, fees, and service-specific terms applicable to a discrete engagement.
"Services" means any services provided by Twisted Spur Media Ltd. to the Client as described in the applicable Service Addendum.
"Deliverable" means any tangible or intangible output produced by Twisted Spur in connection with the Services.
"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written, or in any other form.
"Intellectual Property" or "IP" means all patents, copyrights, trademarks, trade secrets, moral rights, and any other proprietary rights.
"Personal Information" means any information about an identifiable individual as defined under applicable Canadian privacy legislation.
"Business Day" means any weekday that is not a statutory holiday in the Province of Ontario.
3. Term & Commencement
These Master Terms come into effect upon the earlier of: (a) the Client's direct signature on these Master Terms; or (b) the Client's signature on any Service Agreement or Addendum that incorporates these Master Terms by reference. In either case, the Client is deemed to have read, understood, and accepted these Master Terms in full.
Where these Master Terms are incorporated by reference into a Service Agreement or Addendum, the Client's signature on that document constitutes acceptance of these Master Terms without requiring a separate signature on this document.
Each engagement commences on the start date specified in the applicable Service Addendum, or upon receipt of the first payment, whichever occurs later.
Completion of one engagement does not terminate these Master Terms, which continue to govern any subsequent or concurrent engagements unless expressly superseded in writing.
4. Fees, Payment & Invoicing
4.1 General Payment Terms
All fees, rates, and payment schedules are set out in the applicable Service Addendum.
All fees are quoted in Canadian dollars and are subject to applicable taxes, including Harmonized Sales Tax (HST), where required under Canadian law.
Invoices are due within the number of days specified in the Service Addendum. Where no term is specified, invoices are due within 10 Business Days of the invoice date.
Payment is accepted via e-transfer unless otherwise agreed in writing.
4.2 Setup Fees & Deposits
Where a setup fee or deposit is required, it is due upon signing and before any work commences.
Setup fees and deposits are non-refundable unless expressly stated otherwise in the Service Addendum.
4.3 Late Payments
Invoices not paid within the due date are subject to a late payment charge of 2% per month (26.8% per annum) on the outstanding balance.
Twisted Spur reserves the right to pause or suspend all active Services without notice if payment is not received within 7 days of the due date.
Suspension of services due to non-payment does not release the Client from the obligation to pay all outstanding amounts, including for work already completed.
Services will resume upon receipt of full payment of the overdue balance. Timelines may be adjusted accordingly.
4.4 Disputed Invoices
If the Client disputes any portion of an invoice, they must notify Twisted Spur in writing within 5 Business Days of receipt, specifying the nature of the dispute.
Undisputed portions of an invoice remain due on the original payment date.
The parties agree to resolve disputed amounts in good faith within 10 Business Days of the dispute notice.
4.5 Price Changes
Twisted Spur reserves the right to adjust pricing with a minimum of 60 days' written notice prior to the effective date of any change.
Upon receipt of a price change notice, the Client may accept the new pricing or terminate the applicable Service Addendum in accordance with Section 12 of these Master Terms.
4.6 International Clients — Currency & Payment
All fees are quoted and invoiced in Canadian dollars (CAD). Clients outside Canada are responsible for any currency conversion costs, foreign transaction fees, wire transfer fees, or bank charges incurred in making payment. An invoice is not considered paid until the full CAD amount specified has been received and cleared in Twisted Spur's account.
Harmonized Sales Tax (HST) applies to Canadian clients in accordance with Canadian tax law. Clients based outside Canada are not subject to HST on Twisted Spur's invoices. However, the Client is solely responsible for determining and satisfying any tax obligations arising in their own jurisdiction in connection with payments made to Twisted Spur, including any withholding tax, sales tax, VAT, or other tax that may apply under the laws of their country or state.
Twisted Spur makes no representation as to the tax treatment of its services under the laws of any jurisdiction other than Canada. The Client is advised to consult a tax professional in their own jurisdiction regarding their obligations.
Payment methods available to international clients will be confirmed at onboarding. Where e-transfer is not available, alternative payment methods (including international wire transfer) may be agreed in writing. Any additional fees associated with international payment methods are the Client's responsibility.
5. Scope of Services
5.1 General Scope Terms
The specific services, deliverables, timelines, and any service-specific terms applicable to an engagement are set out in the relevant Service Addendum.
Any additions, expansions, or modifications to the agreed scope of services must be requested in writing and are subject to written approval by both parties before work begins.
Additional work beyond the agreed scope will be billed at Twisted Spur's then-current hourly or project rate, as communicated to the Client prior to commencement.
Twisted Spur's a la carte rate for out-of-scope work is $75 per hour plus applicable taxes, billed in 15-minute increments, unless a different rate is specified in the Service Addendum.
Rush work — defined as any deliverable required with less than 4 Business Days' notice — may be subject to a rush fee, which will be communicated and agreed upon in writing before work commences.
5.2 Revisions & Deliverable Acceptance
The following revision policy applies to all services provided by Twisted Spur Media Ltd. Service-specific revision limits and timelines are set out in the applicable Service Addendum and take precedence where they differ from the general terms below.
5.2.1 What a Revision Is
A revision is a change to a Deliverable that has already been produced and delivered, within the original agreed scope — for example, adjusting an edit point, correcting a level, amending copy, or modifying a design element.
A revision is NOT:
A request to change the fundamental direction, format, or scope of a Deliverable after production has commenced or been completed.
A request to add new content, segments, pages, or elements not included in the original agreed scope.
A change of brief — where the Client's requirements have evolved from what was agreed when the work began.
Requests of this nature are treated as new or additional work, not revisions, and are subject to a separate written scope agreement and fee before Twisted Spur will proceed.
5.2.2 How Revision Rounds Work
The number of revision rounds included per Deliverable is specified in the applicable Service Addendum. Where no number is specified, one (1) round is included.
A revision round is one complete, consolidated set of feedback submitted by the Client in a single written communication. Each submission counts as one revision round, regardless of the number of individual items within it.
All feedback for a given revision round must be submitted together. Piecemeal feedback across multiple messages is treated as one round once Twisted Spur confirms it has received all feedback for that round.
Revision requests must be submitted within the deadline specified in the Service Addendum, or within 3 Business Days of delivery where no deadline is specified.
If the Client does not submit revision requests or written approval within the applicable deadline, the Deliverable is considered accepted and approved. Twisted Spur may proceed with publication, distribution, or release on that basis.
5.2.3 Additional Revisions — Extra Charge
REVISIONS BEYOND THE INCLUDED ROUNDS ARE ALWAYS CHARGED. Once the included revision round(s) have been used, any further revision requests — regardless of how minor — are additional work and will be billed at Twisted Spur's a la carte rate of $75/hour + HST in 15-minute increments, unless a fixed fee is separately agreed in writing. Twisted Spur will always notify the Client before proceeding with chargeable revision work and will provide a written estimate. No chargeable revision work will commence without the Client's prior written approval. The Client's disagreement with Twisted Spur's creative or editorial decisions does not entitle the Client to additional complimentary revisions, nor is it a basis for refusing to pay fees already invoiced for work completed.
6. Intellectual Property
6.1 Client-Owned Content
All content, materials, data, and assets provided by the Client to Twisted Spur for use in delivering the Services remain the sole property of the Client.
The Client grants Twisted Spur a non-exclusive, royalty-free licence to use such materials solely for the purpose of delivering the Services during the term of the engagement.
6.2 Deliverables
Upon receipt of full and final payment of all amounts owing under this Agreement, all rights, title, and interest in Deliverables produced specifically for the Client under this Agreement transfer to the Client.
All work, drafts, notes, and materials remain the exclusive property of Twisted Spur until the Client's account is paid in full.
Under Canadian copyright law, copyright in an original work automatically vests in its creator. Twisted Spur's editing, production, or transformation of Client-provided content may give rise to a separate copyright in the resulting work. That copyright transfers to the Client upon full payment as described above.
6.3 Pre-Existing IP & Tools
Any pre-existing intellectual property of Twisted Spur — including proprietary methodologies, frameworks, templates, tools, and systems — used in delivering the Services remains the exclusive property of Twisted Spur.
To the extent that pre-existing Twisted Spur IP is incorporated into a Deliverable, the Client receives a perpetual, non-exclusive, royalty-free licence to use that IP solely as embedded in the Deliverable and solely in connection with their business.
6.4 Portfolio Use
Twisted Spur retains the right to reference completed work and publicly available Deliverables in its portfolio, website, case studies, and marketing materials.
The Client may opt out of this use by providing written notice within 14 days of signing. Opt-out applies prospectively only.
7. Confidentiality & Non-Disclosure
Each party agrees to hold in confidence all Confidential Information received from the other party and not to disclose it to any third party without prior written consent, except as required by law.
Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) the receiving party already lawfully possessed before disclosure; (c) is independently developed by the receiving party without reference to the disclosing party's information; or (d) is required to be disclosed by applicable law or court order, provided the receiving party provides prompt written notice to the disclosing party.
Each party will use Confidential Information solely to fulfil its obligations or exercise its rights under this Agreement and will protect it using at least the same degree of care it uses for its own confidential information, but not less than reasonable care.
This confidentiality obligation survives termination of this Agreement and continues for a period of two (2) years following the end of the engagement.
Upon termination or written request, each party will promptly return or securely destroy the other's Confidential Information.
8. Privacy & Personal Information
8.1 Compliance
Both parties agree to comply with all applicable Canadian privacy legislation, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy legislation.
Each party is responsible for ensuring that any Personal Information it collects, uses, or discloses in connection with this Agreement is handled in accordance with applicable law.
8.2 Client Personal Information
Twisted Spur collects Personal Information from the Client (including name, contact details, professional biography, and business information) solely for the purpose of delivering the Services and administering the client relationship.
Twisted Spur will not sell, rent, or share Client Personal Information with third parties except where required to deliver the Services (e.g., pitching the Client to podcast hosts or platforms) or as required by law.
The Client consents to Twisted Spur using their name, likeness, biography, and approved materials in connection with Service delivery, as further described in the applicable Service Addendum.
8.3 Third-Party Data
Where Twisted Spur provides the Client with access to, or develops on their behalf, any database of third-party contacts (including media contacts or podcast host lists), such data must be used by the Client only in accordance with applicable anti-spam legislation (CASL) and privacy law.
Contact databases, host lists, and outreach data developed by Twisted Spur are Confidential Information and proprietary to Twisted Spur. They may not be extracted, replicated, or used independently of the Services.
8.4 International Clients — Privacy & US Law
Twisted Spur's primary privacy compliance obligation is under Canadian law, including PIPEDA and applicable provincial privacy legislation. Twisted Spur makes no representation that its data practices comply with the privacy laws of any jurisdiction other than Canada.
Clients based in the United States — including clients subject to the California Consumer Privacy Act (CCPA), California Privacy Rights Act (CPRA), or any other US federal or state privacy legislation — are solely responsible for ensuring their own compliance with those laws in connection with their use of the Services and any Deliverables.
To the extent that any US privacy law imposes obligations on Twisted Spur as a service provider or data processor to a US-based Client, the Client is responsible for notifying Twisted Spur of those obligations in writing before the engagement commences. Twisted Spur will make reasonable efforts to accommodate such obligations but makes no warranty of compliance with any specific US privacy regulation.
The Client agrees to indemnify Twisted Spur against any claims, fines, penalties, or losses arising from the Client's failure to comply with privacy laws applicable in their own jurisdiction.
9. Client Responsibilities
The Client agrees to:
Provide accurate, complete, and current information required for Twisted Spur to deliver the Services, and to promptly notify Twisted Spur of any changes.
Respond to Twisted Spur communications within 48 Business Hours. Delays in Client response may affect timelines, deliverables, and any applicable performance guarantees.
Review and approve Deliverables in a timely manner. Failure to provide feedback or approval within the timeframe specified in the Service Addendum (or within 3 Business Days where no timeframe is specified) will be deemed acceptance.
Ensure that all materials provided to Twisted Spur — including content, images, audio, video, trademarks, and third-party materials — do not infringe any third-party intellectual property rights, and that the Client has all necessary licences and permissions for their use.
Comply with all applicable laws in connection with its use of the Services and any Deliverables.
Maintain appropriate backup copies of all files and materials delivered by Twisted Spur. Digital files may become corrupted or inaccessible; it is the Client's responsibility to ensure safekeeping once files are released.
Communicate professionally and respectfully with Twisted Spur's team and any third parties engaged on the Client's behalf.
10. Warranties & Representations
10.1 Twisted Spur Warrants That:
It has full power and authority to enter into this Agreement and to perform the Services.
The Services will be performed with reasonable care and skill and in a professional and workmanlike manner.
It will comply with all applicable laws and regulations in performing the Services.
10.2 The Client Warrants That:
It has full power and authority to enter into this Agreement.
All information and materials provided to Twisted Spur are accurate, truthful, and not misleading.
It holds all necessary rights, licences, and permissions for any third-party materials provided for use in the Services.
No existing contractual obligations prevent the Client from entering into or performing under this Agreement.
10.3 No Guarantee of Results
Twisted Spur makes no warranty as to specific outcomes, results, revenues, leads, or any other business metric arising from the Services. The nature of media, marketing, and content services involves variables beyond Twisted Spur's control. Twisted Spur's obligation is to perform the Services with skill and care; outcome guarantees, where applicable, are set out exclusively in the Service Addendum.
10.4 Canadian Law Compliance Only
Twisted Spur warrants compliance with applicable Canadian federal and Ontario provincial law in performing the Services. Twisted Spur makes no representation or warranty that the Services, Deliverables, or any aspect of its operations comply with the laws of the United States or any US state or territory, including but not limited to FTC regulations, CAN-SPAM, state consumer protection laws, or any sector-specific US regulatory requirements. Clients are solely responsible for ensuring that their use of the Services and Deliverables complies with all laws applicable in their own jurisdiction.
11. Use of Copyrighted & Third-Party Content
The Client is solely responsible for obtaining all necessary permissions, licences, and clearances for any third-party content — including music, images, video, text, trademarks, and other intellectual property — provided for use in connection with the Services.
Twisted Spur will make reasonable efforts to flag elements of a Deliverable that may require copyright permissions but does not accept responsibility for the Client's failure to obtain such permissions.
The Client agrees to indemnify Twisted Spur against any claims, losses, or damages arising from the Client's failure to obtain appropriate rights for third-party content.
12. Termination
12.1 Termination by Notice
Either party may terminate an engagement by providing written notice as specified in the applicable Service Addendum. Where no notice period is specified, 14 days' written notice is required.
Upon notice of termination, Twisted Spur will complete any work in progress up to the termination date, and the Client will pay for all Services performed and expenses incurred up to that date.
No refunds are provided for fees paid in respect of a billing period in which work has already commenced, or for setup fees and deposits.
12.2 Termination for Cause
Twisted Spur may terminate this Agreement or any Service Addendum immediately and without notice in the event of: (a) Client's material breach of this Agreement; (b) non-payment of fees outstanding for more than 30 days; (c) Client misconduct or conduct that damages Twisted Spur's professional relationships or reputation; or (d) Client's insolvency or bankruptcy.
In the event of termination for cause by Twisted Spur, all outstanding fees become immediately due and payable, and no refund will be provided for fees already paid.
The Client may terminate for cause if Twisted Spur commits a material breach and fails to remedy that breach within 10 Business Days of written notice. In such case, Twisted Spur will refund any pre-paid fees for undelivered Services.
12.3 Effect of Termination
Upon termination: all active work ceases; each party will return or destroy the other's Confidential Information as requested; any licences granted herein terminate except where the Client has paid in full for a Deliverable.
Provisions of this Agreement that by their nature should survive termination — including confidentiality, intellectual property, indemnification, limitation of liability, dispute resolution, and governing law — will survive.
13. Indemnification
The Client agrees to indemnify, defend, and hold harmless Twisted Spur Media Ltd., its owners, directors, employees, and contractors from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to:
Any breach by the Client of this Agreement, including any representation or warranty;
Any claim that Client-provided content or materials infringe any third-party intellectual property or privacy rights;
Any statements made by the Client during any media appearance, podcast, or other public communication facilitated by the Services;
The Client's failure to comply with applicable laws in connection with its use of the Services or Deliverables;
Any inaccurate or misleading information provided by the Client to Twisted Spur or to any third party on the Client's behalf.
14. Limitation of Liability
PLEASE READ THIS SECTION CAREFULLY — IT LIMITS TWISTED SPUR'S LIABILITY. To the maximum extent permitted by applicable law: Twisted Spur Media Ltd.'s total cumulative liability to the Client under or in connection with this Agreement shall not exceed the total fees actually paid by the Client to Twisted Spur in the three (3) months immediately preceding the event giving rise to the claim. In no event shall Twisted Spur be liable for any: indirect, incidental, special, consequential, or punitive damages; loss of profits, revenue, business, data, or goodwill; or any damages arising from the Client's use of third-party platforms, tools, or services — even if Twisted Spur has been advised of the possibility of such damages. Nothing in this Agreement limits liability for fraud, gross negligence, or wilful misconduct.
15. Force Majeure
Neither party will be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond that party's reasonable control, including but not limited to: acts of God, natural disasters, pandemic, government action, power or internet outages, or labour disputes.
The party affected by a force majeure event will promptly notify the other party in writing, specifying the nature and expected duration of the event.
If a force majeure event continues for more than 30 days, either party may terminate the affected engagement on written notice without liability, except that the Client will pay for Services already performed.
16. Independent Contractor
Twisted Spur is an independent contractor and not an employee, agent, partner, or joint venturer of the Client.
Nothing in this Agreement creates an employment relationship. Twisted Spur is responsible for all taxes, insurance, and business expenses related to the Services.
Twisted Spur retains the right to use subcontractors or other service providers to assist in delivering the Services, provided that Twisted Spur remains responsible for the quality of work delivered.
17. Non-Solicitation
During the term of this Agreement and for a period of one (1) year following termination, the Client agrees not to directly solicit, hire, or engage any employee, contractor, or subcontractor of Twisted Spur who was involved in delivering the Services.
This clause does not restrict the Client from responding to general public job postings.
18. Non-Disparagement
Both parties agree not to make false, misleading, or materially harmful statements about the other party, its products, services, or personnel, whether publicly or privately, during the term of this Agreement and for a period of one (1) year following termination.
This clause does not restrict either party from making truthful statements in good faith when legally required to do so.
19. Scheduled Calls, Sessions & Live Touchpoints
19.1 Scope
This section applies to any scheduled live interaction between Twisted Spur and the Client as part of service delivery — including strategy calls, coaching sessions, audit calls, onboarding calls, review calls, training sessions, and any other time-based engagement conducted via phone, video call, or in person.
19.2 Cancellation & Rescheduling
The Client must provide a minimum of 24 hours' notice to cancel or reschedule a scheduled call or session. Notice must be given in writing via email or the agreed project communication tool.
Cancellations or reschedules made with less than 24 hours' notice, or where the Client fails to attend at the scheduled time without notice (a "no-show"), will be treated as a session used and no refund or replacement session will be provided.
Where a session is included as part of a service package or addendum, a forfeited session due to late cancellation or no-show counts as the session delivered. It does not carry forward.
Twisted Spur will make reasonable efforts to reschedule if cancellation is required on Twisted Spur's side. Where Twisted Spur cancels with less than 24 hours' notice, the session will be rescheduled at no penalty to the Client.
19.3 Lateness
If the Client is more than 15 minutes late to a scheduled session without prior notice, Twisted Spur reserves the right to treat the session as a no-show and apply the forfeiture policy above.
Where both parties agree to proceed with a shortened session, the full session fee applies. No pro-rated reduction is offered for Client-caused lateness.
19.4 Recording of Sessions
Twisted Spur may record sessions for internal quality assurance, coaching reference, or Client delivery purposes. The Client will be notified before recording begins and may decline recording.
Where a session recording is provided to the Client as a Deliverable, the Client may use it for their own personal reference only. Recordings may not be shared publicly, published, repurposed as content, or distributed to third parties without Twisted Spur's prior written consent.
The Client may request to record a session for their own personal reference. Twisted Spur's consent is required before any Client-initiated recording begins.
19.5 Digital Tools & Platform Access
Where the Client is provided access to digital tools, platforms, or resources as part of a service engagement — including but not limited to the Guest Prep Coach tool, audit tools, or client portals — that access is personal to the Client and non-transferable.
The Client may not share login credentials, access links, or tool content with third parties. Access is for the Client's individual use only, unless a team or multi-user licence is separately agreed in writing.
Digital tool access is provided for the duration of the relevant service engagement. Access will be revoked upon termination of the applicable service, non-payment, or material breach of this Agreement.
Twisted Spur reserves the right to update, modify, or discontinue digital tools at any time. Where a material change affects a tool the Client is actively using, Twisted Spur will provide reasonable advance notice.
19.6 No Guarantee of Outcomes
Coaching, advisory, and session-based services involve the application of expertise, frameworks, and guidance. Results depend significantly on the Client's own effort, implementation, and circumstances. Twisted Spur makes no representation or warranty that any specific outcome — including performance improvement, business growth, media placements, or any other result — will be achieved through participation in any session or coaching engagement.
20. Third-Party Platforms & Tools
Twisted Spur may use third-party platforms, software, and tools as part of its service delivery. Twisted Spur is not responsible for the policies, terms, availability, or functionality of any third-party platform.
Where the Client is required to interact directly with a third-party platform, use of that platform is subject to the platform's own terms and conditions.
Twisted Spur reserves the right to modify the tools and platforms it uses without notice, provided that any change does not materially reduce the scope of Services delivered.
21. Dispute Resolution
The parties agree to first attempt to resolve any dispute arising under this Agreement through good-faith negotiation between their respective representatives.
If a dispute cannot be resolved through negotiation within 15 Business Days of written notice, either party may refer the dispute to binding arbitration before a mutually agreed-upon arbitrator in accordance with the arbitration legislation of the Province of Ontario.
The arbitrator's decision shall be final and binding on both parties.
Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction where necessary to protect its rights.
21.1 International Clients — Jurisdiction
Clients based outside Canada — including clients based in the United States — expressly acknowledge that this Agreement is governed by Ontario law and that any disputes will be resolved in Ontario, Canada. By entering into this Agreement, international Clients irrevocably waive any objection to Ontario jurisdiction on grounds of inconvenience, forum non conveniens, or any similar doctrine.
Any judgment or arbitral award obtained in Ontario against an international Client may be enforced in the Client's home jurisdiction to the fullest extent permitted by applicable law. The Client agrees not to contest the enforcement of any such judgment or award on grounds that Ontario lacks jurisdiction.
Twisted Spur reserves the right to seek injunctive or other emergency relief in any jurisdiction where the Client is located or where the Client's assets are situated, without waiving its right to have the merits of any dispute resolved in Ontario.
22. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
Subject to the dispute resolution provisions above, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario.
23. General Provisions
23.1 Entire Agreement
These Master Terms, together with all applicable Service Addenda, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, warranties, and understandings.
23.2 Modification
Any modification of these Master Terms must be in writing and signed by authorized representatives of both parties. Twisted Spur reserves the right to update these Master Terms from time to time, with any changes communicated in writing and taking effect 30 days after notice.
23.3 Severability
If any provision of this Agreement is found to be unlawful, void, or unenforceable, that provision will be deemed severed from this Agreement without affecting the validity and enforceability of the remaining provisions.
23.4 Waiver
No failure or delay by either party in exercising any right under this Agreement will be construed as a waiver of that right. A waiver of any breach or default does not constitute a waiver of any subsequent breach or default.
23.5 Assignment
The Client may not assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Twisted Spur. Twisted Spur may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets.
23.6 Notice
All notices under this Agreement must be in writing and sent by email to the addresses specified in the parties block above. Email notices are deemed received on the Business Day of transmission if sent before 4:00 p.m. Eastern Time, or the next Business Day otherwise.
23.7 Electronic Signatures & Acceptance by Reference
Electronic signatures are legally binding and constitute sufficient proof of acceptance of the terms of this Agreement, in accordance with the Electronic Commerce Act, 2000 (Ontario) and applicable federal law. An electronic signature includes any signature applied through a digital signing platform, including HoneyBook and DocuSign.
Where these Master Terms are published at a publicly accessible URL and incorporated by reference into a Service Agreement or Addendum, the Client's signature on that Service Agreement or Addendum constitutes full and binding acceptance of these Master Terms, as if the Client had signed this document directly. The Client is deemed to have had reasonable notice of and opportunity to review these Master Terms by virtue of the URL being provided in the incorporating document.
Twisted Spur reserves the right to update these Master Terms from time to time. Updates will be published at the same URL with an updated version number and effective date. Clients will be notified of material changes by email at least 30 days before the effective date of the change. Continued engagement with Twisted Spur after the effective date of an update constitutes acceptance of the updated Master Terms. Clients who do not accept a material update may terminate their engagement in accordance with Section 12. Any Service Agreement or Addendum signed before an update takes effect remains governed by the version of the Master Terms in effect at the time of signing.
By signing or agreeing to these terms and conditions, each party confirms that they have read, understood, and agree to be bound by these Master Client Terms & Conditions in their entirety.
Note to Client These Master Terms apply to all services you engage Twisted Spur Media Ltd. to provide. You will receive one or more Service Addenda setting out the specific terms, fees, and deliverables for each service. The Master Terms and all applicable Service Addenda together form your complete agreement with Twisted Spur Media Ltd.
Twisted Spur Media Ltd. | twistedspurmedia.com | info@twistedspurmedia.com | Ontario, Canada