TERMS & CONDITIONS

Last Updated: August 26, 2026

These Terms & Conditions (“Terms”) govern the purchase and use of services provided by Frayora (“Frayora,” “we,” “us,” or “our”).

Frayora is based in Ontario, Canada and provides remote business services primarily to clients in the United States and Canada, as well as clients in other international markets.

By purchasing a service, accepting a proposal or Statement of Work, signing an agreement, submitting payment, accepting these Terms electronically, or otherwise authorizing Frayora to begin work, you (“Client,” “you,” or “your”) agree to these Terms and any applicable proposal, Statement of Work (“SOW”), service agreement, invoice, checkout terms, or other written agreement associated with your engagement.

If a project-specific written agreement contains terms that directly conflict with these Terms, the more specific terms of that agreement will apply to that engagement to the extent of the conflict.

These Terms are intended primarily for business and professional clients.

1. Frayora Services

Frayora provides remote business, operational, digital, organizational, and ongoing support services.

Depending on the Client and engagement, our services may include:

• Business-in-a-Box — Customized business setup and support packages combining agreed systems, documentation, workflows, digital resources, website services, processes, and other business infrastructure.
• Website Design — Website strategy, design, development, updates, content implementation, website organization, ecommerce support, forms, integrations, optimization, maintenance, and related digital services.
• Business Organization & Memory — Business file organization, knowledge organization, documentation structures, internal resources, knowledge bases, information systems, and related organizational services.
• Operations & SOPs — Standard operating procedures, process documentation, operational organization, business documentation, workflow mapping, process improvement, and related operational support.
• Employee Systems — Employee onboarding resources, internal documentation, training materials, employee systems, handbooks, HR-related administrative resources, and related support.
• Workflows & Automation — Workflow design, automation setup, integrations, process improvements, system configuration, AI-assisted workflows, and related implementation services.
• Ongoing Support — Recurring cross-functional business support provided according to the Client’s selected plan, reserved capacity, priorities, agreed scope, and applicable agreement.

The exact services and deliverables included in an engagement will be determined by the applicable proposal, SOW, service description, invoice, checkout page, service agreement, or other written agreement.

Purchasing one Frayora service does not automatically include another service unless expressly stated.

Unless specifically agreed otherwise, Frayora does not provide legal, employment-law, accounting, payroll, tax, immigration, financial, or other regulated professional advice.

2. Proposals, Statements of Work and Scope

Certain Frayora engagements may begin with a proposal, SOW, service agreement, project outline, invoice, checkout description, or other written confirmation.

Depending on the engagement, these documents may specify:

• Services being provided
• Deliverables
• Project milestones
• Estimated timelines
• Client responsibilities
• Revision allowances
• Communication expectations
• Pricing
• Payment schedules
• Ongoing Support capacity
• Additional fees or rates
• Other project-specific conditions

Only services expressly included in the agreed scope are included in the engagement.

Discussions, recommendations, examples, preliminary ideas, calls, emails, messages, or suggestions do not automatically expand the agreed scope.

Requests outside the agreed scope may require additional fees, additional capacity, a revised timeline, change order, or separate agreement.

Frayora will communicate material additional charges before knowingly performing material out-of-scope paid work.

3. Pricing

Certain Frayora services may have publicly displayed prices, while other services are custom quoted.

Public website pricing does not necessarily establish the price of a custom engagement.

Custom pricing may depend on factors including:

• Scope
• Complexity
• Timeline
• Required expertise
• Number or type of deliverables
• Integrations
• Client requirements
• Anticipated workload
• Third-party requirements

The price applicable to a Client will be the price agreed through the applicable proposal, SOW, invoice, checkout page, service agreement, or other written confirmation.

Frayora may change publicly advertised pricing from time to time.

Changes to public pricing will not ordinarily change the price already agreed for an active fixed-price engagement unless the Client approves a scope change, revised work becomes necessary and is agreed, the applicable agreement permits an adjustment, or the parties otherwise agree in writing.

Recurring or month-to-month pricing may change upon reasonable advance notice where permitted by the applicable agreement.

4. Payment Methods

Frayora may accept payment through approved methods including:

• Credit or debit card through the Frayora website or an approved payment processor
• Interac e-Transfer where available
• Bank transfer
• International remittance or money transfer
• Other payment methods approved by Frayora

Card payments may be processed through Square or another approved payment provider disclosed at the time of payment.

Where Square or another third-party payment provider processes a transaction, that provider may independently collect and process payment, transaction, device, fraud-prevention, security, and related information according to its own terms, privacy practices, and legal obligations.

Frayora does not necessarily receive or store complete payment-card information where a third-party payment provider processes the transaction directly.

Available payment methods may depend on the Client’s location, currency, service, or engagement.

Payment is considered received when the applicable funds have successfully cleared and become available to Frayora.

The currency applicable to an engagement will be identified on the relevant proposal, invoice, checkout page, SOW, or agreement.

Unless otherwise agreed or prohibited by applicable law, Clients are responsible for Client-side banking, intermediary, remittance, currency-conversion, or similar transaction charges necessary for Frayora to receive the agreed invoiced amount.

5. Project-Based Services and Deposits

Project-based services may require an upfront payment or deposit before Frayora begins work or reserves project capacity.

Depending on the engagement, Frayora may use:

• Full upfront payment
• An initial deposit followed by final payment
• Milestone-based payments
• Another payment structure agreed in writing

Certain projects may use a 50% initial payment and 50% final payment structure.

Larger or more complex engagements may use a structure such as 40% / 30% / 30%.

These are examples only. The actual payment schedule will be the schedule stated in the applicable proposal, SOW, invoice, or service agreement.

Frayora is not required to begin work or reserve a project start date until any required agreement has been accepted and the required initial payment has cleared.

6. Project Milestones

Frayora may divide projects into milestones to provide clear points for progress, review, approval, and payment.

A project may, for example, include:

• Milestone 1 — Discovery & Planning: Frayora collects information and works with the Client to understand goals, requirements, existing systems, preferences, materials, challenges, and expected outcomes.
• Milestone 2 — Initial Draft or Build: Frayora develops an initial draft, design, framework, system, document, website, workflow, or other applicable deliverable.
• Milestone 3 — Client Review: The Client reviews the work and provides consolidated feedback, approvals, corrections, decisions, or additional required materials.
• Milestone 4 — Revision & Refinement: Frayora incorporates agreed feedback and continues development or prepares the work for final review.
• Milestone 5 — Final Approval & Delivery: Following completion of the agreed scope and receipt of any required outstanding payment, Frayora completes the agreed delivery, implementation, launch, or handoff.

Not every engagement will follow these exact milestones. The applicable proposal, SOW, or service agreement may establish different stages appropriate to the project.

Where payment is required at a milestone, Frayora may pause progression to the next stage until the applicable payment has been received.

7. Client Responsibilities

Successful delivery requires reasonable cooperation between Frayora and the Client.

Depending on the engagement, Clients may be responsible for providing:

• Content
• Documents
• Images and brand assets
• Login credentials or appropriate system access
• Business information
• Technical information
• Feedback
• Decisions
• Approvals
• Authorized contacts
• Required payments
• Other materials reasonably necessary to complete the work

The Client is responsible for ensuring information supplied to Frayora is reasonably accurate and that the Client has the necessary authority and permissions to provide and use supplied materials.

Frayora is not responsible for delays, errors, additional work, additional costs, or inability to perform caused by incomplete, inaccurate, unavailable, or late Client information, materials, access, instructions, feedback, decisions, approvals, or payments.

8. Feedback and Approvals

Unless another timeframe is agreed, Clients should provide requested feedback, information, or approval within 5 business days.

Where possible, Clients should provide consolidated feedback rather than numerous fragmented requests across multiple communications.

If Client feedback, materials, access, decisions, payment, or approvals are delayed, the applicable project timeline may also change.

Frayora is not responsible for missing an original estimated completion date where the delay results from Client inactivity or circumstances outside Frayora’s reasonable control.

Work completed in reasonable reliance on a Client’s written approval or authorized instruction will be considered authorized.

Material changes requested after approval may constitute additional scope.

9. Client Inactivity and Ghosting

Frayora understands that businesses may occasionally require additional time to respond.

However, extended Client inactivity can prevent completion of work and reserve capacity that could otherwise be allocated to other Clients.

Where Frayora requires information, materials, feedback, access, approval, payment, or another Client action before work can continue:

• Frayora may follow up with the Client.
• After 10 business days of Client inactivity, Frayora may pause the affected engagement and remove it from the active production schedule.
• After 30 consecutive calendar days without the required Client response, Frayora may classify the engagement as inactive or abandoned after making reasonable efforts to contact the Client.

Client inactivity does not automatically entitle the Client to a refund for work already performed, completed milestones, properly earned fees, authorized expenses, non-refundable third-party costs, reserved capacity where applicable, or other amounts properly payable under the engagement.

If the Client later wishes to resume an inactive or abandoned project, Frayora may require the project to be rescheduled according to current availability.

10. Reactivating an Inactive Project

Where Frayora agrees to reactivate an inactive or abandoned engagement, Frayora may:

• Establish a new project schedule
• Place the project into the next available production period
• Require outstanding invoices to be paid
• Review the existing scope
• Request updated Client information or materials
• Charge a reasonable reactivation fee where additional administrative, review, setup, redevelopment, or restoration work is necessary
• Requote work where requirements, technology, third-party costs, scope, or circumstances have materially changed

Any material reactivation charge or revised pricing will be communicated before the applicable additional chargeable work is performed.

11. Client-Caused Delays

Any timeline provided by Frayora assumes reasonable Client cooperation.

A Client-caused delay may include failure to provide information, content, documents, access, credentials, feedback, decisions, approvals, or required payments.

A Client-caused delay does not constitute failure by Frayora to perform the services.

Where a significant delay affects Frayora’s production schedule, the engagement may be moved to the next reasonably available production period and the original estimated completion date may no longer apply.

12. Revisions and Change Requests

The number of revisions included in an engagement may be stated in the applicable proposal or SOW.

A revision generally means a reasonable modification to work already created within the originally agreed scope.

A request that materially changes the original direction, functionality, deliverables, strategy, design, requirements, or scope may be considered additional work rather than a revision.

Changes requested to previously approved work may also constitute additional work.

Where a request is expected to result in a material additional charge or timeline change, Frayora will communicate this before proceeding with the applicable chargeable work.

13. Ongoing Support Services

Frayora offers recurring Ongoing Support designed to provide businesses with flexible access to eligible Frayora services without requiring a traditional full-time hire.

Depending on the selected plan and agreed scope, Ongoing Support may include work involving operations, websites and digital systems, workflows and automation, people and training resources, documentation, organization and knowledge systems, social or marketing-related support where included, business systems, research, maintenance and improvements, and other eligible Frayora services.

Ongoing Support is a reserved service-capacity arrangement and does not create an employer-employee relationship between Frayora and the Client.

Purchasing Ongoing Support does not mean Frayora becomes an employee of the Client or guarantees continuous availability during every working hour.

14. Ongoing Support Capacity

Each Ongoing Support plan may provide a defined amount of support capacity during the applicable service period.

Available capacity may be used across eligible services according to the selected plan, Client priorities, complexity of requests, and agreed scope.

Unless expressly agreed otherwise:

• Unused capacity does not automatically roll over.
• Unused capacity has no cash value.
• Unused capacity is not automatically refundable.
• Choosing not to submit sufficient work to use available capacity does not automatically create a refund entitlement.

Where Frayora itself materially prevents the Client from accessing purchased capacity, Frayora may provide an appropriate extension, credit, rollover, partial refund, or other reasonable remedy depending on the circumstances.

15. Ongoing Support Billing

Ongoing Support is generally billed in advance according to the payment arrangement agreed with the Client.

A Client may pay the full monthly service fee at the beginning of the applicable billing period.

Where available, Frayora may also permit eligible Clients to divide a monthly payment into two installments.

Split billing is a payment accommodation for one monthly plan and does not create two separate subscriptions or service periods.

Where approximately 50% of the monthly fee has been paid, Frayora may provide up to approximately the corresponding portion of the Client’s monthly support capacity before the remaining installment becomes due.

If that capacity is used before the second payment date, Frayora may pause additional work until the remaining monthly balance is paid.

If the Client wishes to continue immediately, Frayora may require the remaining balance before additional work is performed.

16. Ongoing Support Commitment Options

Where offered, Ongoing Support may be available through arrangements including:

• Month-to-month
• 3-month commitment
• 6-month commitment
• 12-month commitment
• Another mutually agreed term

Specific options may vary depending on the Client or plan.

Any minimum commitment, preferred pricing, promotional rate, included capacity, cancellation condition, or commitment-specific term will be disclosed before purchase or included in the applicable agreement.

17. Month-to-Month Cancellation

Unless another period is expressly agreed, Clients using month-to-month Ongoing Support may cancel by providing at least 15 calendar days’ written notice before the next billing or renewal date.

Where timely notice is received, cancellation will take effect at the end of the applicable paid service period.

The Client may continue using eligible remaining capacity through the end of that paid period, subject to the applicable plan terms.

Where notice is provided fewer than 15 calendar days before renewal, the next service period may become payable where Frayora has already reasonably reserved capacity for the Client, subject to applicable law and the applicable agreement.

Frayora will not intentionally create unnecessary obstacles to cancellation.

18. Fixed-Term Ongoing Support

A 3-month, 6-month, 12-month, or other fixed-term arrangement represents a commitment for the agreed period.

The 15-day cancellation provision applicable to month-to-month services does not automatically permit early termination of a fixed-term commitment.

Any applicable early termination rights or charges will be established in the Client’s agreement.

Unless expressly agreed otherwise, completion of a fixed term will not automatically commit the Client to another equivalent fixed term.

At the end of a fixed term, the parties may end the service, continue month-to-month, enter into another fixed-term arrangement, change the Client’s support level, or agree to another arrangement.

19. Changing or Pausing Ongoing Support

Clients may request to increase, decrease, or pause Ongoing Support where those options are available.

Changes remain subject to Frayora’s available capacity, the Client’s existing commitment, applicable notice requirements, existing scheduled work, and the requested change.

Upgrades may take effect sooner where capacity is available. Downgrades generally take effect at the next eligible billing period.

A pause is not guaranteed unless the applicable agreement expressly provides a pause right.

Frayora does not guarantee that previous pricing, promotional rates, capacity, or availability will remain available when paused services resume.

20. Additional Capacity and Out-of-Scope Work

If a Client requires work beyond the scope or capacity included in their service, Frayora may offer additional capacity, additional hours, a higher Ongoing Support plan, a separate project, or a custom quote.

Material additional charges will be communicated before Frayora knowingly performs material additional paid work.

21. Response Times

Any response times displayed or agreed for Ongoing Support generally refer to Frayora’s target for acknowledging or responding to Client communications during applicable support periods unless expressly stated otherwise.

A response-time target is not a guaranteed completion time.

Completion time depends on factors including scope, complexity, available capacity, Client priorities, required information, Client approvals, third-party systems, technical requirements, and other circumstances affecting the request.

22. Late or Failed Payments

Invoices must be paid by the applicable due date.

If a payment fails or becomes overdue, Frayora may notify the Client and provide a reasonable opportunity to correct the issue.

While an account remains overdue, Frayora may:

• Pause work
• Suspend Ongoing Support
• Postpone scheduled work
• Stop reserving additional capacity
• Withhold further deliverables
• Withhold final handoff where legally appropriate

Frayora is not responsible for delays caused by a payment-related suspension.

The Client remains responsible for undisputed amounts properly owed for work already performed, completed milestones, authorized work, applicable reserved services, and approved third-party expenses.

23. Non-Payment After Work Has Been Performed

Failure to pay does not transfer ownership of unpaid custom work to the Client.

To the extent permitted by applicable law and the applicable agreement, rights to final custom deliverables remain with Frayora until the amounts associated with those deliverables have been paid in full.

Where appropriate, Frayora may withhold final files, editable or source files, website launch or transfer, production handoff, final documentation, and other final deliverables associated with the unpaid work.

Frayora will not intentionally interfere with Client-owned systems or materials unrelated to the unpaid deliverables.

24. Chargebacks and Payment Disputes

Clients who believe a payment is incorrect are encouraged to contact Frayora promptly so the issue can be reviewed.

A chargeback or payment dispute does not automatically constitute a valid cancellation or eliminate legitimate payment obligations.

Frayora may pause affected services while a payment dispute is being investigated.

Where necessary, Frayora may provide relevant records to the applicable bank, card issuer, payment processor, including Square where applicable, remittance provider, or financial institution, including agreements, proposals and SOWs, invoices, payment records, Client communications, Client approvals, work records, time or activity records, delivery records, project milestones, and other evidence reasonably relevant to the transaction.

Nothing in these Terms prevents Clients from exercising legitimate rights available under applicable law or through their financial institution.

25. Project Cancellation

Clients may request cancellation of project-based services by providing written notice.

The financial consequences of cancellation depend on work already completed, work in progress, milestones reached, capacity reasonably reserved, authorized expenses, third-party costs, and applicable payment obligations.

The Client remains responsible for amounts properly earned or payable before cancellation.

Where the Client has prepaid more than the amount properly owed, any refundable balance will be handled according to Frayora’s Refunds & Cancellations Policy, applicable agreement, and applicable law.

26. Refunds

Refund eligibility is governed by Frayora’s Refunds & Cancellations Policy together with the applicable Client agreement.

Because Frayora provides professional services involving labour, reserved capacity, planning, customized work, digital deliverables, and project preparation, payments are not automatically refundable merely because a Client changes their mind after work has begun.

Frayora nevertheless aims to handle legitimate refund requests fairly.

Nothing in these Terms removes mandatory refund, cancellation, or other rights that cannot legally be waived.

27. Cancellation or Suspension by Frayora

Frayora may suspend or terminate services where reasonably necessary, including where:

• The Client repeatedly fails to make required payments
• The Client materially breaches an agreement
• The Client repeatedly fails to provide required cooperation
• The Client requests unlawful or unethical work
• The Client misuses Frayora services
• The Client engages in abusive, threatening, discriminatory, harassing, or seriously inappropriate conduct
• Continuing the engagement creates an unreasonable legal or security risk
• The Client otherwise materially prevents Frayora from performing the engagement

Where reasonably appropriate, Frayora may provide an opportunity to correct a curable breach before termination.

Amounts properly owed for work already performed remain payable.

Where Frayora ends an engagement for reasons unrelated to Client breach, misconduct, non-payment, or failure to cooperate, prepaid amounts attributable to substantial unperformed services will be addressed fairly according to the applicable agreement and Frayora’s Refunds & Cancellations Policy.

28. Estimated Timelines

Project timelines are estimates unless Frayora expressly agrees in writing to a guaranteed deadline.

Estimated timelines may change because of Client delays, scope changes, additional revision requests, technical issues, third-party platform problems, integration limitations, vendor delays, illness or emergencies, or circumstances outside Frayora’s reasonable control.

Frayora will make reasonable efforts to communicate material delays.

29. Final Payment and Handoff

Where a final payment is required, Frayora may require cleared payment before completing final handoff.

Depending on the engagement, final handoff may include final editable files, source files where included, website transfer or launch, administrator ownership transfer, final documentation, production-ready assets, completed systems, or other final deliverables identified in the applicable agreement.

Preview copies, staging environments, review links, drafts, mockups, demonstrations, and preliminary materials do not necessarily constitute final delivery or transfer of ownership.

30. Third-Party Services and Expenses

Frayora may use or work with third-party products, platforms, and service providers in connection with its website, operations, communications, payments, scheduling, and Client services.

These may include:

• Website hosting providers
• Domains
• Plugins
• Software subscriptions
• Applications
• Scheduling platforms such as Calendly
• Payment processors such as Square
• Ecommerce tools such as WooCommerce
• Email and communication services
• Video conferencing services
• Automation services
• Artificial intelligence services
• APIs
• Stock assets
• Templates
• Analytics services where implemented
• Other external technologies reasonably necessary for Frayora’s services or website

Third-party services are governed by their own terms, privacy policies, cookie practices, pricing, availability, technical limitations, and legal obligations.

Frayora does not control independent third-party providers and cannot guarantee their continued availability, future pricing, security, functionality, compatibility, or performance.

Where a Client chooses or authorizes use of a third-party service in connection with an engagement, the Client may also be subject to that provider’s terms and policies.

Unless expressly included in the applicable agreement, third-party subscriptions, licences, domains, hosting, advertising spend, transaction fees, software costs, and similar expenses are the Client’s responsibility.

31. Calendly and Scheduling

Frayora may use Calendly or another approved scheduling provider to arrange consultations, discovery calls, project meetings, support calls, or other appointments.

Clients and prospective Clients may be asked to provide information such as their name, email address, business information, time zone, preferred meeting time, and responses to scheduling questions.

Calendly may independently process booking and technical information according to its own privacy notice, cookie practices, security measures, and terms.

Clients should avoid including unnecessary sensitive or confidential information in scheduling forms unless specifically requested for an engagement.

Availability shown through a scheduling platform does not necessarily guarantee that Frayora has accepted a project, reserved project capacity, or agreed to provide any particular service until the applicable engagement has been confirmed.

32. Artificial Intelligence and Automation

Frayora may use artificial intelligence, automation, software, and other technologies where appropriate to assist in providing services.

These technologies may assist with research, organization, drafting, analysis, documentation, workflow development, content preparation, process improvement, automation, and other service-related tasks.

Frayora does not represent AI-generated or automated output as inherently error-free.

Clients remain responsible for reviewing and approving important business decisions and final materials where appropriate.

Frayora cannot guarantee that third-party AI systems, APIs, automation tools, or software will always operate without errors, interruptions, changes, or limitations.

33. Client Accounts, Credentials and Access

Certain services may require Frayora to access Client websites, software, platforms, accounts, or other systems.

Where possible, Clients should provide appropriate collaborator, delegated, user-level, or temporary access rather than unnecessary unrestricted access.

Frayora will use Client-provided access for purposes reasonably connected to the agreed engagement.

Clients remain responsible for maintaining ownership of Client accounts, maintaining appropriate administrator access, maintaining appropriate backups, maintaining reasonable security controls, revoking access when appropriate, and changing temporary credentials where appropriate after an engagement.

The Client represents that it has authority to provide Frayora with the applicable access.

34. Confidentiality

Frayora will use reasonable care to protect confidential business information received from Clients.

Confidential information will be used for purposes reasonably necessary to provide the applicable services and will not intentionally be disclosed to unrelated third parties except where necessary to provide the agreed services, authorized by the Client, required by law, necessary to protect legal rights or security, or shared with appropriate service providers, contractors, personnel, or professional advisers who reasonably require access.

Clients are also expected to respect Frayora’s confidential and proprietary information.

Additional confidentiality or non-disclosure agreements may be used where appropriate.

35. Client Materials and Intellectual Property

The Client retains ownership of materials, trademarks, content, data, documents, images, and other intellectual property supplied by the Client.

The Client grants Frayora permission to use those materials as reasonably necessary to perform the agreed services.

The Client represents that it has sufficient rights and authority to provide those materials.

Frayora is not responsible for third-party claims arising from Client-provided materials that infringe another party’s rights where Frayora reasonably relied upon the Client’s authority to provide them.

36. Ownership of Custom Deliverables

Unless otherwise agreed, and subject to full payment, the Client will receive the ownership or usage rights specified in the applicable agreement for final custom deliverables created specifically for the Client.

Applicable rights do not transfer until required amounts associated with those deliverables have been paid in full.

Frayora retains ownership of its pre-existing and reusable intellectual property, including methodologies, processes, templates, frameworks, systems, techniques, concepts, general know-how, internal tools, code libraries, automation components, and materials developed independently of the Client engagement.

Where Frayora-owned materials are incorporated into a final Client deliverable, the Client may receive the rights reasonably necessary to use that deliverable for its intended purpose without automatically receiving ownership of Frayora’s underlying reusable intellectual property.

Third-party materials remain subject to their applicable licences.

37. Drafts and Unselected Concepts

Unless otherwise agreed, unused drafts, rejected concepts, exploratory work, preliminary designs, internal working materials, and unselected creative directions remain Frayora property.

Payment for a final project does not automatically transfer ownership of every draft, concept, experiment, or preliminary version created during the engagement.

38. Portfolio Use

Unless the Client requests confidentiality or Frayora agrees otherwise, Frayora may display non-confidential portions of completed work in its website portfolio, proposals, presentations, social media, or marketing materials.

Frayora will not intentionally publish private credentials, sensitive internal data, unreleased confidential information, or materials that would reasonably be understood as confidential.

Clients may request in writing that a particular engagement remain private.

39. No Guarantee of Business Results

Frayora provides professional services intended to help businesses operate, organize, communicate, automate, improve, and work more effectively.

However, business outcomes depend on numerous factors outside Frayora’s control.

Unless expressly guaranteed in a written agreement, Frayora does not guarantee revenue increases, profit, sales, leads, search engine rankings, social media performance, customer acquisition, funding, regulatory approval, employee performance, specific productivity improvements, specific cost savings, or any particular commercial result.

A Client’s dissatisfaction with business results that were not expressly guaranteed does not by itself establish that Frayora failed to provide the agreed services.

40. Professional Advice Disclaimer

Frayora provides business support, systems, documentation, digital, organizational, operational, website, workflow, automation, and related services.

Frayora is not a law firm, accounting firm, tax advisory firm, financial advisory firm, immigration consultancy, or other regulated professional practice unless expressly stated otherwise.

Templates, SOPs, policies, employee resources, operational documents, business resources, AI-assisted materials, organizational systems, and similar deliverables are operational or informational in nature unless expressly agreed otherwise.

Clients are responsible for obtaining appropriately qualified professional advice where legal, tax, accounting, employment, regulatory, privacy, accessibility, cybersecurity certification, or other specialized advice is required.

41. Taxes, Currency and International Payments

Prices may be quoted in CAD, USD, or another currency identified in the applicable proposal, invoice, checkout page, SOW, or agreement.

Where Frayora is legally required to collect applicable sales or similar taxes, those amounts may be added to the applicable transaction.

International transactions may involve currency conversion, intermediary bank charges, remittance charges, transfer fees, payment-processor fees, or other transaction costs.

Unless otherwise agreed or prohibited by applicable law, Clients are responsible for Client-side transaction charges necessary for Frayora to receive the applicable invoiced amount.

International Clients are responsible for determining whether they have additional tax, withholding, reporting, or similar obligations in their jurisdiction.

42. International Services

Frayora is based in Ontario, Canada and provides remote services primarily to businesses throughout the United States and Canada, as well as businesses in other international markets.

Availability of Frayora services in another country does not mean Frayora maintains an office, employee presence, legal entity, or permanent establishment in that jurisdiction.

Clients are responsible for identifying laws, regulations, licensing requirements, employment requirements, accessibility standards, tax obligations, industry-specific rules, and other requirements applicable specifically to their business or jurisdiction.

Unless expressly included in an applicable SOW, Frayora does not provide country-specific legal, tax, accounting, employment, regulatory, or compliance advice.

Frayora may decline or limit services in a jurisdiction where legal, regulatory, payment, security, operational, sanctions, or other considerations make the engagement impractical or inappropriate.

43. Independent Contractor Relationship

Frayora provides services as an independent contractor.

Nothing in these Terms creates an employer-employee relationship, partnership, joint venture, franchise, fiduciary relationship, or agency relationship between Frayora and the Client unless expressly agreed otherwise in writing.

Ongoing Support does not constitute employment even where Frayora works closely with a Client or its team.

44. Limitation of Liability

To the fullest extent permitted by applicable law, Frayora will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages arising from or relating to the services, including lost profits, lost revenue, lost opportunities, loss of goodwill, or loss of business.

To the fullest extent permitted by applicable law, Frayora’s aggregate liability arising from a particular project-based engagement will not exceed the fees actually paid to Frayora for the services giving rise to the claim.

For recurring services, Frayora’s aggregate liability will not exceed the fees actually paid to Frayora for the applicable recurring service during the three months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits or excludes liability where doing so is prohibited by applicable law.

45. Indemnification

To the extent permitted by applicable law, the Client agrees to indemnify and hold Frayora harmless from third-party claims, damages, liabilities, and reasonable costs arising directly from:

• Client-supplied materials that infringe another party’s rights
• Unlawful instructions or content supplied by the Client
• The Client’s unlawful or unauthorized use of deliverables
• The Client’s material breach of these Terms
• Actions taken by Frayora at the Client’s express direction where Frayora reasonably relied upon the Client’s authority to provide that direction

This provision does not require the Client to indemnify Frayora for Frayora’s own fraud, wilful misconduct, or liability that cannot legally be shifted.

46. Force Majeure

Neither Frayora nor the Client will be responsible for delays or failure to perform caused by circumstances reasonably outside that party’s control.

These may include natural disasters, major internet or infrastructure outages, government actions, war or civil unrest, widespread service disruptions, labour disruptions, emergencies, major third-party platform failures, or other comparable events outside reasonable control.

The affected party should make reasonable efforts to communicate the disruption and resume performance when reasonably possible.

Payment obligations for services already properly performed are not eliminated merely because a later force-majeure event occurs.

47. Governing Law and Disputes

These Terms and agreements between Frayora and the Client will be governed by and interpreted in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, unless a separate written agreement expressly provides otherwise.

Frayora provides remote services to Clients throughout the United States, Canada, and other international markets. A Client’s location outside Ontario does not, by itself, change the governing law of the agreement.

To the extent permitted by applicable law, legal proceedings arising from or relating to these Terms or Frayora’s services will be brought before a court of competent jurisdiction in Ontario, Canada, unless the applicable written agreement expressly establishes another dispute-resolution procedure or jurisdiction.

Before commencing formal legal proceedings, Frayora and the Client agree to make reasonable good-faith efforts to resolve the dispute directly, except where urgent legal relief, collection of an undisputed debt, protection of confidential information or intellectual property, or another immediate remedy is reasonably necessary.

Nothing in these Terms limits rights, protections, remedies, or jurisdictional requirements that cannot legally be excluded or waived.

48. Electronic Communications and Agreements

The Client agrees that proposals, SOWs, invoices, approvals, notices, agreements, and other business communications may be provided electronically.

Where permitted by applicable law, acceptance may be demonstrated through electronic signature, electronic acceptance, online checkout acceptance, an intentional acceptance checkbox, written electronic approval, or another electronic method reasonably demonstrating agreement.

Routine project communications may occur through email, video calls, scheduling platforms such as Calendly, approved project-management systems, forms, or other mutually used electronic methods.

49. Notices

Formal notices concerning cancellation, termination, disputes, or other contractual matters should be sent using the contact method specified by Frayora or the applicable agreement.

Clients are responsible for keeping their contact information current.

Frayora may send notices to the email address or other business contact information supplied by the Client.

50. Changes to These Terms

Frayora may update these Terms from time to time to reflect changes to services, technologies, payment methods, scheduling tools, third-party providers, business practices, or legal requirements.

The “Last Updated” date at the top of this page indicates when these Terms were most recently revised.

Changes will generally apply prospectively.

Changes will not ordinarily retroactively alter material terms already agreed for an existing fixed-price or fixed-term engagement unless permitted by the applicable agreement or agreed by the parties.

Material changes affecting active recurring services may be communicated separately where appropriate.

51. Severability

If a provision of these Terms is found invalid, unlawful, or unenforceable, the remaining provisions will continue in effect to the extent permitted by law.

Where legally permitted, an invalid provision should be interpreted or modified only to the minimum extent necessary to make it enforceable.

52. No Waiver

If Frayora or the Client does not immediately enforce a provision of these Terms, that does not automatically waive the right to enforce that provision later.

A waiver relating to one circumstance does not automatically constitute a waiver relating to another circumstance.

53. Entire Agreement

These Terms, together with the applicable proposal, SOW, service agreement, invoice or checkout terms, Refunds & Cancellations Policy, Privacy Policy where applicable, Cookie Policy where applicable, and other documents expressly incorporated into the engagement constitute the agreement governing the applicable services.

Project-specific terms may supplement these Terms.

Where a project-specific written agreement expressly conflicts with these general Terms, the more specific written terms will control for that particular engagement to the extent of the conflict.

54. Contact Frayora

If you have questions about these Terms & Conditions, a Frayora service, billing, payments, cancellations, scheduling, or your engagement, please contact:

Frayora

Email: hello@frayora.com

Website: frayora.com

Frayora is based in Ontario, Canada and provides remote business services primarily to clients throughout the United States and Canada, as well as clients in other international markets.