Locusolve Master Service Terms

Agreement Framework

1.1 Application of These Terms

These Master Service Terms (the “Terms”) apply to professional services provided by Locusolve (“Locusolve,” “we,” “us” or “our”) to the client identified in the applicable service agreement (“Client,” “you” or “your”).

The specific services, deliverables, fees, timelines, service periods and other commercial details applicable to an engagement will be described in a client agreement, proposal, statement of work, quotation, order form or similar document accepted by the Client (the “Service Agreement”).

The Service Agreement and these Terms together constitute the agreement between Locusolve and the Client (the “Agreement”).

These Terms apply only to Services actually purchased or authorized by the Client. The inclusion of a particular type of service in these Terms does not mean that service is included unless it is identified in the applicable Service Agreement.

1.2 Agreement Documents

Depending on the engagement, the Agreement may include:

1. the applicable Service Agreement;
2. a project scope or Statement of Work;
3. an accepted proposal or quotation;
4. approved written Change Orders;
5. these Master Service Terms; and
6. any other document expressly incorporated into the Agreement.

These documents should be read together as one commercial arrangement.

1.3 Order of Priority

If there is a direct conflict between Agreement documents, the following order will normally apply:

1. a subsequently signed amendment or Change Order, but only for the matter it specifically changes;
2. the applicable Service Agreement;
3. the applicable Statement of Work, proposal or agreed project scope; and
4. these Master Service Terms.

Routine project correspondence does not change the material commercial or legal terms of the Agreement unless the parties clearly agree in writing that it does.

This does not prevent ordinary project decisions and approvals from being provided electronically.

1.4 Electronic Approvals and Communications

The parties may communicate, approve work, sign documents and provide notices electronically where permitted by applicable law.

Project approvals may be provided through electronic signature, email, project-management software or another documented electronic communication from the Client or an authorized representative.

Examples include approval of:

• designs;
• website pages;
• written copy;
• images;
• advertisements;
• campaign settings;
• automation workflows;
• chatbot or voice-assistant scripts;
• revisions;
• project launch; and
• final Deliverables.

Electronic records may be relied upon as evidence of instructions and approvals.

1.5 Incorporation of These Terms

Each Client Service Agreement should identify the version of these Terms applicable to that engagement.

The Service Agreement may include an acknowledgement substantially in the following form:

The Client may also be asked to affirm:

The version identified in the Service Agreement will continue to govern that engagement unless the parties subsequently agree otherwise.

Services and Working Together

2.1 Scope of Services

Locusolve will provide the Services and Deliverables expressly identified in the applicable Service Agreement.

A service, feature, integration, deliverable or continuing responsibility is not automatically included merely because it was discussed generally, is technically possible, is commonly available elsewhere or is requested after the original scope has been approved.

Unless expressly included in the Service Agreement, Services do not include:

• unlimited revisions;
• unlimited technical support;
• continuing website maintenance;
• future software compatibility work;
• custom integrations;
• regulatory or legal review;
• accessibility certification;
• cybersecurity guarantees;
• new functionality following project completion; or
• continuing updates after handover.

Locusolve will remain responsible for completing the work actually included in the agreed scope.

2.2 Additional Work and Scope Changes

Digital projects sometimes evolve after work begins.

Where the Client requests work materially outside the agreed scope, Locusolve may provide a revised quotation, Change Order or separate Service Agreement.

Additional work may affect both fees and timelines.

Locusolve will not normally undertake substantial out-of-scope work until the additional work has been authorized by the Client.

A Client's request for additional functionality after project completion does not mean that functionality formed part of the original project.

Where the Service Agreement or agreed scope identifies a number of revision rounds for a Deliverable, those are the revision rounds included for that Deliverable. Requests that go beyond the included rounds, or that revisit a stage the Client has already approved, will be treated in the same way as other additional work under this Section, so the Client can decide whether to proceed before any additional charge is incurred.

2.3 Client Cooperation

Successful delivery depends on reasonable cooperation between both parties.

The Client will provide information, materials, access and decisions reasonably required for Locusolve to perform the Services.

Depending on the engagement, this may include:

• accurate business information;
• branding materials;
• photographs;
• account credentials;
• website or hosting access;
• domain access;
• Google Business Profile access;
• advertising account access;
• analytics access;
• software access;
• feedback; and
• timely approvals.

The Client will identify an individual reasonably authorized to provide project instructions and approvals on its behalf.

2.4 Timelines and Client Delays

Project timelines are based on the agreed scope and reasonable Client cooperation.

Unless the Service Agreement expressly describes a date as a guaranteed deadline, project dates are reasonable good-faith estimates.

A timeline may be adjusted where work is delayed because of:

• missing Client information;
• delayed approvals;
• unavailable credentials;
• Client-requested changes;
• expanded scope;
• third-party delays; or
• events outside Locusolve's reasonable control.

Locusolve will communicate material scheduling changes where reasonably practicable.

2.5 Project Pauses and Resuming Work

From time to time, a project may need to pause — for example, because information, materials, access or an approval the project is waiting on has not yet been provided. This Section explains, in advance and in a consistent way, how a longer pause will be handled so neither party is left uncertain about where a project stands.

If Locusolve is waiting on something reasonably required from the Client, has reminded the Client about it, and thirty (30) calendar days pass without receiving what is needed, Locusolve may place the project on hold and let the Client know in writing that it has done so. Time spent on hold does not count toward any estimated timeline.

When the Client is ready to resume, Locusolve will reschedule the remaining work based on its then-current availability and will confirm the revised timeline, and whether the remaining scope and fees are still current, before restarting. Platform, software, pricing or other requirements may have changed during a longer pause, and Locusolve will let the Client know if that affects the remaining work. Any resumption charge will apply only where it is stated in the Service Agreement or agreed with the Client in writing before work resumes — there is no additional charge simply for resuming a project.

If a project remains on hold for ninety (90) calendar days in total and the parties have not agreed in writing to keep it on hold for longer, Locusolve may, after giving the Client written notice, treat the project as ending at its current stage. In that case, payment and delivery for the work completed up to that stage will be handled under Section 7.5. The Client is welcome to contact Locusolve at any point during a pause to agree a longer hold or a planned restart date instead.

Content, Creative Materials and Approvals

3.1 Business Information and Written Content

Locusolve may assist with drafting, editing, organizing, rewriting or optimizing website copy, advertisements, Google Business Profile content, service descriptions, marketing material, chatbot information and other Client-facing content.

The Client remains the primary source of factual information concerning its own business.

Before approving content for publication, the Client must carefully review the information presented about its business.

This includes, where applicable:

• business name;
• contact information;
• addresses;
• operating hours;
• services;
• products;
• service areas;
• pricing;
• promotions;
• warranties or guarantees;
• professional qualifications;
• licences and credentials;
• testimonials;
• statistics;
• product specifications;
• before-and-after claims; and
• other factual, technical or performance claims.

The Client is responsible for confirming that such information accurately represents its business and is appropriately substantiated.

Unless Locusolve has been specifically engaged to independently verify information, Locusolve may reasonably rely on factual information supplied or approved by the Client.

Locusolve may decline to publish or promote material that it reasonably believes may be unlawful, materially misleading, unsupported or contrary to an applicable platform policy.

3.2 Final Content Review

Before a website, advertisement, campaign or other significant Deliverable is launched, the Client will have a reasonable opportunity to review the applicable content.

Approval confirms that the Client has had an opportunity to review the wording, claims, images, contact information, business details and overall presentation and has not identified any material error that remains outstanding.

If the Client identifies an error before approval, Locusolve will make reasonable corrections that fall within the agreed scope.

Following approval and publication, a later change in the Client's business information, preference, branding or desired wording does not by itself mean that the original Deliverable was defective.

Where an actual error was introduced by Locusolve contrary to information previously approved or supplied by the Client, Locusolve will assess it in accordance with the applicable project or support obligations.

3.3 Client-Supplied Images and Materials

Locusolve encourages Clients to provide original photographs, video, logos, graphics and other brand materials whenever appropriate.

The Client represents that it owns, licenses or otherwise has sufficient authority to permit Locusolve to use material supplied by the Client for the agreed Services.

Locusolve may reasonably rely upon that representation and is not required to independently investigate the ownership history of every Client-supplied asset.

The Client should not knowingly provide material that infringes copyright, trademark, privacy, confidentiality or another person's legal rights.

The Client is responsible for reviewing the final use, selection and placement of Client-supplied materials before approval.

3.4 AI-Assisted Images and Content

Where appropriate to the project and acceptable to the Client, Locusolve may use artificial-intelligence tools to assist in producing images, written copy, concepts, graphics, layouts, scripts or other creative material (“AI-Assisted Content”).

AI-assisted tools can occasionally produce inaccurate, unexpected or imperfect outputs.

For that reason, material AI-Assisted Content intended for Client-facing use will be subject to Client review as part of the normal approval process.

The Client should carefully review AI-Assisted Content for:

• factual accuracy;
• visual suitability;
• consistency with the Client's brand;
• accurate representation of products or services;
• unwanted visual elements;
• trademarks or recognizable branding;
• resemblance to identifiable persons; and
• any representation the Client does not wish to make publicly.

Where an authentic depiction of the Client's premises, staff, products, equipment or completed work is important, the Client is encouraged to provide suitable original photography.

Locusolve will not knowingly use AI-Assisted Content in a manner that materially misrepresents the Client's business.

Because laws and industry practices relating to generative artificial intelligence continue to develop, Locusolve does not promise that AI-generated material will qualify for exclusive copyright protection, will be entirely unique, or that similar material cannot be independently generated elsewhere.

Once the Client has had a reasonable opportunity to review and approve AI-Assisted Content, a later change of preference regarding that approved material does not by itself create an obligation for Locusolve to redesign or replace it without additional charge.

3.5 Review and Acceptance of Deliverables

When Locusolve identifies a Deliverable as ready for final review, the Client should review it within seven (7) business days, unless another period is agreed.

If the Client believes the Deliverable materially differs from the agreed scope, the Client should identify the concern with reasonable specificity.

A Deliverable may be considered accepted where the Client:

1. expressly approves it;
2. authorizes its launch or publication;
3. signs a project-completion or acceptance record;
4. confirms that the applicable work has been completed;
5. begins using the Deliverable commercially; or
6. after receiving clear notice that the Deliverable is ready for final review, does not identify a material scope-related deficiency within the applicable review period.

Acceptance does not prevent the Client from reporting a genuine latent defect that could not reasonably have been discovered during an ordinary review.

Project Completion and Ongoing Website Care

4.1 Project Completion and Handover

For a fixed-scope project, Locusolve's development obligations are substantially completed when the material Deliverables included in the agreed scope have been delivered, subject to any specifically documented outstanding items.

Depending on the project, handover may include:

• website launch;
• confirmation of completed pages;
• confirmation of agreed functionality;
• transfer or confirmation of administrative access;
• delivery of agreed files;
• identification of relevant subscriptions or licences;
• completion of a project-acceptance record; and
• confirmation of whether continuing maintenance has been purchased.

Once the project has been delivered and accepted, the development engagement is considered completed except for documented outstanding items, applicable post-launch support obligations and separately purchased ongoing Services.

Completion of a website-development project does not create an indefinite obligation for Locusolve to maintain or monitor that website.

4.2 Post-Launch Workmanship Support

Unless the Service Agreement specifies another period, fixed website-development projects include a thirty (30) calendar day post-launch workmanship-support period .

During this period, Locusolve will use reasonable efforts, without additional development charges, to correct a reproducible material defect in Locusolve's original work that causes an agreed feature to materially fail to operate in accordance with the approved project scope.

This support period applies to the original work delivered by Locusolve.

It does not ordinarily include:

• new features;
• additional pages;
• new integrations;
• preference-based design changes;
• additional revisions;
• functionality not included in scope;
• Client content changes;
• modifications made by another provider;
• Client-created modifications;
• later software or platform changes;
• hosting-environment changes;
• expired subscriptions;
• API changes;
• external outages; or
• other issues arising after handover that are outside Locusolve's reasonable control.

After the workmanship-support period, investigation or remediation may be treated as additional work unless covered under an active maintenance service.

Where a covered defect is reported during the workmanship-support period, correcting, repairing or re-performing the affected work will ordinarily be the way that defect is resolved. If Locusolve is unable, despite reasonable efforts, to correct a material covered defect, the parties will discuss an appropriate alternative in good faith, subject to Article 9.

4.3 Website Maintenance

Website development and continuing website maintenance are separate Services unless the applicable Service Agreement expressly provides otherwise.

Where the Client purchases an active maintenance service, Locusolve will use commercially reasonable efforts to perform the maintenance activities included in that service.

Depending upon the applicable package, this may include activities such as:

• updates;
• backups;
• monitoring;
• routine security measures;
• compatibility troubleshooting;
• minor technical repairs; and
• agreed content updates.

Only activities included in the purchased maintenance service are included.

A maintenance service cannot guarantee that a website will never experience a software issue, compatibility problem, security event, third-party outage or other technical interruption.

If a covered issue occurs, Locusolve will use commercially reasonable efforts to identify the cause and, where reasonably possible, restore functionality, implement an appropriate workaround or recommend a practical alternative.

4.4 Hosting and Technical Infrastructure

Where Locusolve provides or manages hosting, DNS, SSL certificates, domains, backups or related infrastructure, some components may depend upon external networks and technology providers.

Unless a specific service-level commitment is expressly included in the Service Agreement, uninterrupted availability or a specific uptime percentage is not guaranteed.

Temporary interruption can result from infrastructure maintenance, network outages, cyber incidents, software faults, DNS propagation, provider outages and other circumstances outside Locusolve's reasonable control.

Where backups are included, Locusolve will use commercially reasonable backup practices appropriate to the purchased service.

No backup or restoration process can reasonably be guaranteed to preserve or successfully restore every item of data under every possible circumstance.

Clients should retain independent copies of critical business information where appropriate.

Hosting alone does not include website maintenance unless maintenance is expressly included.

4.5 Credentials and Administrative Access

The Client is responsible for appropriately safeguarding credentials delivered to or controlled by the Client.

The Client should use strong passwords and multi-factor authentication wherever reasonably available.

After handover, Locusolve is not responsible for an issue to the extent it results from circumstances such as:

• Client password sharing;
• compromised Client devices;
• Client-created administrator accounts;
• access granted to other service providers;
• unauthorized changes made outside Locusolve's control; or
• credential disclosure by the Client.

Where Locusolve actively manages a system under an ongoing Service, Locusolve will use commercially reasonable practices appropriate to its role.

Marketing, Platforms and Automated Services

5.1 Third-Party Technology and Platform Dependencies

Digital Services often depend upon technology and platforms operated independently of Locusolve.

These may include search engines, advertising platforms, website software, hosting infrastructure, domain providers, payment services, booking platforms, CRM systems, analytics tools, telecommunications services, AI technology, plugins and APIs.

Those providers may independently change:

• features;
• functionality;
• algorithms;
• APIs;
• pricing;
• policies;
• verification requirements;
• account rules;
• compatibility; or
• service availability.

They may also restrict, suspend or discontinue a particular service or account.

Locusolve remains responsible for the professional Services that it expressly agrees to perform but cannot control independent decisions or technical changes made by external providers.

Where an active Locusolve Service is materially affected by such a change, Locusolve will use commercially reasonable efforts to investigate the issue and, where practical, assist with restoration, implement a workaround, adjust the configuration or recommend a suitable alternative.

A material rebuild, migration or replacement that falls outside the existing scope may require separate approval.

5.2 Marketing Performance and External Factors

Digital marketing performance is influenced by numerous factors, including competition, consumer demand, seasonality, Client pricing and reputation, platform algorithms, auction conditions, website experience, geographic market conditions and Client follow-up processes.

Locusolve will perform purchased marketing Services with reasonable professional care and will use the information and performance data available to make appropriate optimization decisions within the agreed scope.

Unless the Service Agreement expressly states otherwise, forecasts, estimates, objectives, performance targets and historical examples are planning tools rather than guaranteed outcomes.

For this reason, a particular ranking, traffic level, lead volume, conversion rate, sales level or return on investment is not guaranteed solely by purchasing a marketing Service.

Variations in marketing performance do not by themselves establish that Locusolve failed to provide the agreed Services.

5.3 Local SEO and Google Business Profile Services

Where included in the Service Agreement, Locusolve may provide local SEO and Google Business Profile services such as:

• website optimization;
• profile optimization;
• business-information updates;
• category recommendations;
• posts;
• local content;
• citation-related work;
• review strategy;
• reporting; and
• related optimization.

Search engines and mapping platforms independently determine indexing, ranking, verification, moderation and enforcement.

Accordingly, placement within organic search or map results can change over time and cannot be permanently guaranteed.

The Client will ordinarily retain ownership or appropriate control of its Google Business Profile, while Locusolve may act as an authorized manager where required to provide the Services.

The Client authorizes agreed management actions and will reasonably cooperate with verification or ownership requirements.

5.4 Paid Advertising

Where Locusolve provides Google Ads or other paid-advertising management, Locusolve will use reasonable professional judgment in performing the activities included in the agreed scope.

Advertising results may be influenced by:

• market demand;
• auction competition;
• available budget;
• keyword costs;
• platform policies;
• landing-page performance;
• Client pricing;
• Client sales processes; and
• other market factors.

Advertising platforms retain authority over advertisement approval, billing, account restrictions, auction conditions and platform enforcement.

Advertising spend paid or payable to an advertising platform is separate from Locusolve's professional management fee unless expressly stated otherwise.

The Client remains responsible for confirming the accuracy of factual claims relating to its business, pricing, products, qualifications and offers.

5.5 Review and Reputation Services

Where included in the Service Agreement, Locusolve may provide technology or managed processes to help the Client request, monitor, organize or respond to customer feedback and reviews.

A customer's decision to provide a review, the rating given, and a platform's decision to publish, filter or remove a review remain outside Locusolve's control.

The Client agrees that review requests will relate to genuine customer experiences.

The Client will not instruct Locusolve to fabricate reviews, impersonate customers, provide prohibited incentives for favourable reviews or improperly manipulate ratings.

Where a platform changes its policies, Locusolve may reasonably adjust the applicable process to maintain compliance.

5.6 AI Chatbots and AI Voice Services

Where purchased, Locusolve may configure, implement or manage AI-powered chatbot, voice-assistant, conversational automation or related Services.

AI systems can occasionally misunderstand a request, generate an inaccurate response or fail to complete an intended action.

The Client is responsible for reviewing and approving material business information used by the system, including where applicable:

• pricing;
• policies;
• FAQs;
• booking rules;
• operating hours;
• scripts;
• escalation rules; and
• service information.

The Client should maintain appropriate human oversight for significant customer issues or business decisions.

Locusolve will use commercially reasonable efforts to configure and maintain the Services included in the applicable Service Agreement but cannot guarantee that every automated interaction will be completely error-free.

If an underlying technology provider experiences an interruption or materially changes its service, Section 5.1 will apply.

5.7 Automated Communications

Where Services involve email, SMS, automated calling, voice automation or other outbound communication, the Client is responsible for ensuring that its intended audience, customer lists and communication practices are lawfully usable for the intended purpose.

The Client will not instruct Locusolve to knowingly send unlawful unsolicited communications or use automation in a manner that violates applicable communication, privacy or platform requirements.

Where required, the Client is responsible for obtaining and maintaining appropriate consent relating to its customers or prospects.

Locusolve may decline or suspend a requested communication workflow where it reasonably believes that the proposed use may violate applicable law or material platform policies.

Data, Privacy and Intellectual Property

6.1 Privacy and Client Data

Each party is responsible for complying with privacy obligations applicable to its own activities.

Where Locusolve processes personal information on behalf of the Client for the purpose of providing the Services, Locusolve will use reasonable safeguards appropriate to the nature of the information and Services involved.

The Client is responsible for determining whether it has the lawful authority, permissions, notices or consent required to collect and provide personal information for the intended Service.

This may be particularly relevant to:

• customer lists;
• lead information;
• email addresses;
• telephone numbers;
• CRM information;
• review requests;
• call recordings;
• transcripts;
• analytics; and
• AI automation.

The Client should not provide highly sensitive information for processing unless that use has first been specifically discussed and agreed.

Nothing in this section reduces privacy obligations that apply directly to Locusolve.

6.2 Intellectual Property

Each party retains ownership of intellectual property that it owned before the engagement.

Subject to full payment, the Client will receive the rights identified in the applicable Service Agreement in final custom Deliverables created specifically for the Client, to the extent those rights are owned and transferable by Locusolve.

Locusolve retains ownership of its pre-existing methods, templates, processes, know-how, reusable components, frameworks, tools and internal systems.

Third-party software, fonts, themes, plugins, imagery and other licensed materials remain subject to their applicable licences.

AI-Assisted Content remains subject to Section 3.4 and applicable law.

Unless the Client requests otherwise in writing, Locusolve may display non-confidential completed work that has already been made public as part of its portfolio or examples of work.

6.3 Responsibility for Client Materials and Instructions

The Client is responsible for the materials, factual representations and business instructions it supplies or specifically approves.

If a third-party claim arises directly because:

1. Client-supplied material infringes a third party's rights;
2. the Client lacked permission to provide particular material or data;
3. a factual claim supplied by the Client was unlawful or materially misleading;
4. the Client provided a customer or prospect list, or communication instructions, without the consent or lawful basis required for that use; or
5. Locusolve followed a Client instruction that the Client was not legally entitled to give,

then, to the extent permitted by applicable law, the Client will be responsible for resulting reasonable claims, losses and costs and will indemnify Locusolve in respect of the Client's responsibility.

Locusolve will provide reasonable notice of such a claim and reasonably cooperate in addressing it.

This provision does not apply to the extent the claim results from Locusolve's unauthorized alteration, knowing misconduct or another matter for which responsibility cannot legally be transferred.

6.4 Confidential Information

Each party will use reasonable care to protect non-public information received from the other party that a reasonable person would understand to be confidential.

Confidential information may be used where reasonably necessary to provide or receive the Services.

The obligation does not apply to information that:

• is already public through no breach of the Agreement;
• was lawfully known without confidentiality restrictions;
• was independently developed;
• was lawfully obtained from another source; or
• must be disclosed by law.

Locusolve may provide information reasonably necessary to employees, contractors and technology providers involved in delivering the Services, subject to appropriate obligations.

6.5 Client Accounts, Domains and Materials

So that ownership is clear from the outset — and does not become a question only when a project ends — this Section states the general position that applies across engagements. Where the Service Agreement allocates a particular account, deliverable or licence differently, that allocation in the Service Agreement governs for that item.

An account, domain name, profile or other asset that is registered in the Client's name, was provided by the Client, or that the Service Agreement identifies as the Client's, remains the Client's, subject to the terms of the platform or provider that hosts it. This ordinarily includes the Client's domain name, Google Business Profile and advertising accounts. Locusolve's role in those accounts is that of an authorized manager for the purpose of providing the Services.

Accounts, tools, software and systems that belong to Locusolve or its providers, and that Locusolve uses in order to deliver Services to a number of clients, remain Locusolve's or the provider's. Third-party licences are not always transferable, and a Client may need its own subscription or licence to continue using a particular tool after an engagement ends. Locusolve will identify any such licence that forms part of a handover, where it reasonably can.

When an engagement is completed or ends, and the amounts due for the related work have been paid, the ordinary handover described in Section 7.4 includes the agreed final Deliverables for the stages that have been paid for and, where they are in Locusolve's possession, the Client's own materials, in the formats in which they are reasonably available. Section 7.6 explains how final Deliverables and amounts due fit together.

Fees, Service Periods and Cancellation

7.1 Fees and Third-Party Costs

Fees and payment schedules are identified in the Service Agreement or applicable invoice.

Unless expressly stated otherwise, charges such as:

• advertising spend;
• domain registration;
• premium software;
• external licences;
• telecommunications usage;
• stock assets; and
• other separately authorized external expenses

are separate from Locusolve's professional service fees.

Where Locusolve incurs an authorized external expense on behalf of the Client, the Client remains responsible for that expense.

Amounts already committed to a non-refundable external provider are not refundable merely because the Client later changes direction.

7.2 Payment and Service Suspension

The Client will pay invoices in accordance with the applicable agreed payment terms.

For clarity in these Terms, an undisputed invoice is “materially overdue” when the amount due remains unpaid more than fourteen (14) calendar days after its due date under the Service Agreement or invoice — or, if the Service Agreement sets a different period for this purpose, after that period. Disputed amounts should be raised with Locusolve promptly and in good faith, and are not treated as materially overdue while that good-faith dispute is being addressed.

If an undisputed invoice becomes materially overdue, Locusolve may provide reasonable notice and temporarily suspend an affected Service until the account is brought current. Before suspending a Service under this Section, Locusolve will ordinarily send a reminder and allow at least five (5) business days from that reminder for the account to be brought current, and any suspension will be limited to the affected Service where that is reasonably practicable. A suspended Service will ordinarily be resumed promptly once the account is brought current.

Any late-payment charge or interest applies only where, and at the rate, stated in the Service Agreement or applicable invoice.

Where a Service is suspended because an amount properly due remains unpaid, Locusolve will not be responsible for consequences reasonably resulting from that suspension.

7.3 Cancellation of Ongoing Services

Unless the applicable Service Agreement provides a different cancellation arrangement, recurring Services require written cancellation notice covering:

For clarity, a cancellation notice received during one calendar month will ordinarily result in the Service continuing through the end of the following full calendar month.

The Client remains responsible for fees accrued through the effective cancellation date and for authorized external commitments already incurred.

Fixed-scope projects may have different cancellation provisions specified in the applicable Service Agreement.

7.4 Transition Following Completion or Cancellation

Following completion or termination, the Client remains responsible for arranging the future operation, maintenance and renewal of its systems unless Locusolve has separately agreed to continue providing those Services.

Where reasonably applicable and required payments have been made, Locusolve will cooperate with ordinary handover of Client-controlled credentials and agreed project materials in its possession.

Where substantial migration, redevelopment, data export or transition assistance is requested, that work may require separate authorization.

7.5 Ending a Fixed-Scope Project Early

A fixed-scope project may occasionally end before it is completed — for example, because the Client's plans change, a project is treated as ending at its current stage under Section 2.5, or the Agreement is terminated under Section 10.1. This Section states the general position that applies in that situation. If the Service Agreement sets out a specific arrangement for ending that project early, that arrangement governs instead.

Where this Section applies, the Client will pay for:

• work properly performed up to the date the project ends;
• any milestone or project stage that has been completed, and work reasonably in progress on a stage that had already been started before notice of the ending was received; and
• authorized external expenses and other non-cancellable commitments already incurred for the project.

Locusolve will provide a reasonable summary of the amounts payable under this Section. Deliverables for stages that have been paid for will be provided in accordance with Sections 6.5 and 7.4.

If the Client has prepaid more than the amounts described in this Section, Locusolve will refund or credit — as the Service Agreement provides, or as the parties otherwise agree — the part of the prepayment that relates to work that was not performed and was not committed to an external provider.

7.6 Final Deliverables and Amounts Due

Payment schedules and the stage at which amounts fall due are set out in the Service Agreement. In line with that schedule, Locusolve may schedule the launch, transfer or release of a final Deliverable after the amounts due for that stage or Deliverable have been received. The Client will have had the opportunity to review the Deliverable before that stage payment falls due, in accordance with Section 3.5, and the Client's rights in final Deliverables take effect on full payment in accordance with Section 6.2.

This Section does not entitle Locusolve to hold back the Client's own pre-existing materials, or an account or asset that belongs to the Client under Section 6.5, simply because an unrelated amount is in dispute. Where an amount is genuinely in dispute, the parties will address it in good faith under Article 8, and any undisputed amounts remain payable in accordance with this Article.

Service Concerns and Resolution Process

8.1 Raising a Service Concern

Locusolve wants genuine service concerns to be identified and addressed promptly.

If the Client believes Locusolve has materially failed to perform an agreed obligation, the Client will notify Locusolve in writing as soon as reasonably practicable after becoming aware of the issue.

The notice should provide sufficient information to allow Locusolve to understand and investigate the concern.

Depending upon the issue, the Client may be asked to provide:

• screenshots;
• error messages;
• examples;
• relevant account access;
• dates and times;
• affected URLs; or
• other reasonably necessary information.

Reporting an issue does not by itself establish its cause or responsibility.

8.2 Investigation and Opportunity to Resolve

Except where urgent legal or protective relief is reasonably required, the parties agree that an ordinary service concern should first be addressed through direct good-faith communication.

Once Locusolve receives sufficient information and access to investigate an alleged material service issue, the Client will provide Locusolve a reasonable opportunity to determine the cause and propose an appropriate resolution before commencing formal proceedings.

For an ordinary alleged contractual breach, Locusolve will ordinarily have up to fifteen (15) business days after receiving the information reasonably necessary for investigation to assess the issue and communicate an appropriate response.

Where a covered issue is reasonably capable of correction but requires additional work or cooperation, Locusolve will be provided a reasonable opportunity to implement the correction, ordinarily not exceeding thirty (30) days, provided Locusolve is actively working in good faith toward resolution.

Nothing in this section prevents a party from taking action that is genuinely necessary to:

• obtain urgent injunctive or protective relief;
• preserve a legal limitation period; or
• exercise a right that applicable law does not permit the parties to delay or waive.

8.3 Determining the Cause of a Technical Issue

For technical issues, Locusolve may reasonably investigate whether the issue relates to:

• the original work performed by Locusolve;
• an active maintenance responsibility;
• a Client-created change;
• work performed by another provider;
• hosting or infrastructure;
• a software update;
• an external platform;
• an API or integration;
• an expired subscription;
• a security incident;
• unsupported functionality; or
• another cause.

Locusolve's agreement to investigate an issue does not constitute an admission that Locusolve caused the issue or is financially responsible for it.

Where the issue is covered by the applicable Service, Locusolve will handle it in accordance with that Service.

Where the matter falls outside the agreed scope, Locusolve may provide recommendations or an additional-work quotation.

Service Standards and Allocation of Responsibility

9.1 Professional Standard of Service

Locusolve will perform the Services it expressly agrees to provide with reasonable professional care appropriate to the nature of those Services.

This commitment applies regardless of the other risk-allocation provisions in these Terms.

Locusolve does not, however, assume responsibility for activities, systems or outcomes that fall outside the agreed scope.

9.2 Technology and Circumstances Outside Our Control

Locusolve's Services may interact with websites, hosting systems, search engines, advertising platforms, telecommunications providers, AI systems, APIs and other technology that can change independently.

Where a Service is affected by a circumstance outside Locusolve's reasonable control, Locusolve will, where the Client has an active applicable Service, use commercially reasonable efforts to:

1. identify the cause;
2. determine whether restoration is reasonably possible;
3. implement an appropriate correction or workaround within the applicable scope; or
4. recommend a reasonable alternative where restoration is not practical.

Locusolve cannot accept financial responsibility solely for an independent provider's outage, policy decision, software change, suspension, discontinuation or technical failure that Locusolve did not cause and could not reasonably control.

Similarly, Locusolve is not responsible to the extent a problem results from inaccurate Client information, Client modifications, actions of another provider, unauthorized access outside Locusolve's control or the Client's failure to perform an agreed responsibility.

This section does not reduce Locusolve's responsibility for work that Locusolve expressly agreed to perform and failed to perform in accordance with the Agreement.

9.3 Commercial and Consequential Losses

To the maximum extent permitted by applicable law, Locusolve will not be liable for indirect, incidental, special, exemplary, punitive or consequential damages arising out of the Services.

Without limiting that principle, Locusolve will not be responsible for speculative or consequential losses such as anticipated profits, anticipated revenue, prospective customers, future business opportunities, goodwill, expected search rankings, anticipated traffic or similar downstream commercial outcomes, except to the extent such liability cannot legally be limited.

This provision reflects the fact that business outcomes depend on numerous factors beyond the particular professional Service supplied by Locusolve.

9.4 Overall Liability Limit

To the maximum extent permitted by applicable law, Locusolve's total aggregate liability arising out of or relating to a particular Service, event or series of related events will not exceed the applicable amount below.

For purposes of this section, professional service fees do not include:

• taxes;
• advertising or media spend;
• domain charges;
• telecommunications usage charges;
• external software or licence costs; or
• other amounts collected primarily to pay an independent provider.

Where a matter genuinely involves more than one separately purchased Service, only fees relating directly to the Services giving rise to the claim will be included when calculating the applicable limit.

This limitation applies to the extent permitted by law regardless of whether a claim is framed in contract, negligence or another legal theory.

9.5 Matters That Are Not Limited

Nothing in the Agreement is intended to exclude or limit:

• fraud by Locusolve;
• wilful misconduct by Locusolve; or
• any liability, remedy or statutory right that applicable law does not permit the parties to exclude or limit.

9.6 Commercial Allocation of Responsibility

The parties acknowledge that the fees charged for Locusolve's Services reflect the scope of work and allocation of responsibility established in the Agreement.

Locusolve remains accountable for providing the professional Services it actually agrees to perform.

The Client acknowledges at the same time that it would not be commercially reasonable for a limited professional service fee to create unlimited financial responsibility for the Client's entire business, future revenue or independent technology providers.

The limitations contained in this Article are therefore intended to establish a proportionate allocation of commercial risk rather than to eliminate Locusolve's responsibility for its own agreed work.

General Terms

10.1 Termination for Material Breach

Either party may terminate an affected Service if the other party materially breaches the Agreement and does not correct the breach within a reasonable period following written notice, where the breach is reasonably capable of correction.

Locusolve may suspend or terminate a Service more promptly where continued performance would reasonably expose either party to unlawful activity, serious security risk, abusive conduct, significant platform-policy violations or continuing non-payment.

Termination does not affect rights or payment obligations that arose before termination.

10.2 Force Majeure

Neither party will be considered in breach to the extent performance is materially prevented or delayed by circumstances beyond that party's reasonable control.

Examples may include natural disasters, widespread utility or network outages, acts of government, war, civil disruption, significant cyber events, labour disruption or major infrastructure failure.

The affected party will use commercially reasonable efforts to resume performance when reasonably practicable.

This provision does not excuse payment for Services already properly performed.

10.3 Independent Contractor and Service Providers

Locusolve provides Services as an independent contractor.

Nothing in the Agreement creates a partnership, employment relationship, fiduciary relationship or joint venture between Locusolve and the Client.

Locusolve may use appropriately qualified employees, contractors and specialist service providers to assist in performing Services while remaining responsible for Locusolve's own contractual obligations.

10.4 Governing Law

The Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada applicable in Alberta, without regard to conflict-of-laws principles.

Subject to any mandatory legal rights that apply, disputes that cannot be resolved through the process in Article 8 may be brought before the courts of Alberta.

The parties may mutually agree to mediation or another reasonable dispute-resolution process before litigation.

10.5 Mandatory Consumer Rights

These Terms are primarily intended for commercial Services provided to businesses.

If a transaction is legally subject to mandatory consumer-protection legislation, nothing in the Agreement is intended to waive or reduce a right that cannot legally be waived.

Where a particular provision conflicts with mandatory applicable law, the mandatory law will apply to the minimum extent required and the remainder of the Agreement will continue in effect.

10.6 Updates to the Master Service Terms

Each published version of these Terms will identify a version number and effective date.

The version incorporated into the Client's Service Agreement will govern that engagement unless the parties subsequently agree to another version or applicable law provides otherwise.

Locusolve may publish updated versions for future engagements to reflect changes in its Services, technology, law or industry requirements.

An existing engagement will not ordinarily be materially changed merely because Locusolve posts an updated webpage.

Archived versions may be retained for contractual and recordkeeping purposes.

10.7 Assignment

Neither party may assign the entire Agreement to an unrelated third party without the other party's reasonable written consent, except as part of a bona fide sale, reorganization or transfer of substantially all of the relevant business where the successor assumes the applicable obligations.

10.8 No Waiver

A party's decision not to enforce a provision on one occasion does not permanently waive that provision or prevent it from being enforced later.

A waiver applies only to the specific matter for which it is given.

10.9 Severability

If a court of competent jurisdiction determines that a provision of the Agreement is invalid or unenforceable, the provision will, where legally possible, be interpreted or limited to the minimum extent necessary to make it enforceable.

The remaining provisions will continue in effect.

10.10 Survival

Provisions that are intended by their nature to continue after completion or termination will survive.

These include, where applicable, provisions concerning:

• outstanding payment obligations;
• confidentiality;
• intellectual property;
• Client-supplied materials;
• allocation of responsibility;
• limitation of liability;
• dispute resolution; and
• governing law.

10.11 Entire Agreement

The applicable Service Agreement, incorporated scope, these Terms and properly approved amendments constitute the parties' agreement concerning the applicable Services and replace previous understandings concerning the same subject matter.

This does not invalidate ordinary project approvals, Change Orders or electronic instructions properly made under the Agreement.

10.12 Notices

Formal contractual notices should be provided in writing using the contact information stated in the applicable Service Agreement or another address subsequently designated by the receiving party.

Ordinary project communication may continue through the parties' usual approved communication channels.

10.13 Practical Interpretation

These Terms are intended to create clear expectations rather than unnecessary complexity.

Locusolve remains responsible for performing the professional Services it expressly agrees to provide.

Once a project has been completed and accepted, however, Locusolve does not assume indefinite responsibility for the Client's website, business, marketing, technology or independently operated platforms unless ongoing responsibility is expressly included in an active Service.

Where continuing management or maintenance is included, Locusolve will use commercially reasonable efforts to perform the responsibilities within that Service and to assist with issues within its reasonable ability to address.

Both parties acknowledge that websites, marketing platforms, artificial-intelligence systems and other digital technology evolve over time and that some events will remain outside either party's direct control.

10.14 The People Who Work on a Project

Projects rely on continuity — the people who learn a Client's business and systems are part of what makes the work effective. To protect that continuity in a fair and limited way, during an engagement and for six (6) months after it ends, the Client will not directly approach a person who worked in a material way on the Client's project, and whom the Client met through the engagement, in order to persuade that person to stop working with Locusolve and instead provide similar services directly to the Client. Locusolve will take the same approach to members of the Client's team whom it works with directly through the engagement.

This Section is intentionally narrow. It does not prevent:

• general advertising for a role, or a search that is not targeted at a particular person covered by this Section;
• a person approaching either party on their own initiative, or responding to a general advertisement;
• hiring a person who has not worked with the other party for at least six (6) months; or
• any approach made with the other party's written consent.

Contact Information

Questions, contractual notices or service concerns regarding these Terms may be directed to: