Terms and Conditions

Last Updated: October 22, 2026

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

Frayora operates from Ontario, Canada and provides remote services to businesses internationally, including businesses in Canada, the United States, and other countries where Frayora is able to lawfully provide the applicable services.

By accepting a proposal or Statement of Work, signing an agreement, submitting payment following presentation of the applicable terms, accepting these Terms electronically, or otherwise expressly authorizing Frayora to begin work after receiving the applicable terms, you (“Client,” “you,” or “your”) agree to these Terms and any applicable proposal, Statement of Work (“SOW”), service agreement, invoice, service description, 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 written terms will apply to that engagement to the extent of the conflict, subject to applicable law.

These Terms are intended primarily for business and professional clients.

Nothing in these Terms limits rights or remedies that cannot legally be excluded or waived.

1. Frayora Services

Frayora provides business infrastructure, operational systems, documentation, organizational, website, workflow, automation, knowledge-management, implementation, and ongoing improvement services.

Frayora is not a virtual-assistant agency, staffing company, employment agency, or general outsourced-labour provider. Frayora’s services focus on organizing, documenting, building, connecting, maintaining, and improving the infrastructure and systems behind a business.

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

Business-in-a-Box — A customized combination of agreed Frayora services designed to help establish, organize, document, connect, or improve the infrastructure behind a business.
Website & Digital Infrastructure — Website strategy, structure, design, development, content implementation, website organization, forms, supported integrations, ecommerce-related setup where included, maintenance, optimization, and related digital infrastructure.
Business Knowledge & Organization — Business file organization, knowledge architecture, documentation structures, internal knowledge systems, business memory, information organization, document-control structures, ownership structures, and related organizational services.
Operations & SOPs — Standard operating procedures, process documentation, workflow mapping, operational organization, business documentation, process clarification, process improvement, and related operational infrastructure.
Employee & Knowledge Systems — Employee onboarding resources, internal documentation, training resources, employee knowledge hubs, handbook organization or formatting, acknowledgment workflows, process resources, and related operational employee infrastructure.
Workflows & Automation — Workflow design, supported automation configuration, integrations, system configuration, process improvements, AI-assisted workflows where appropriate, and related implementation services.
Ongoing Improvement — Ongoing services focused on maintaining, refining, documenting, organizing, connecting, updating, or improving agreed business infrastructure, systems, websites, workflows, documentation, knowledge resources, and related operational systems over time.

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

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

2. Professional and Regulated Services Boundary

Frayora provides operational, organizational, documentation, website, workflow, systems, implementation, knowledge-management, and related business infrastructure services.

Unless expressly stated otherwise in writing, lawfully permitted, and provided by an appropriately qualified person, Frayora does not provide:

Legal advice or legal representation
Employment-law advice
Legal opinions regarding workplace policies, employee rights, or employer obligations
Accounting or audit opinions
Tax advice
Investment or financial advice
Immigration advice
Payroll, bookkeeping, or regulated financial services outside an expressly agreed and appropriately qualified scope
Cybersecurity certification, penetration testing, security auditing, or regulated security assurance
Legal privacy or data-protection opinions
Legal accessibility-compliance opinions
Other regulated professional services requiring licences, registrations, qualifications, or professional judgment that Frayora does not hold

Where an engagement touches a legal, tax, accounting, employment, privacy, accessibility, cybersecurity, regulatory, financial, or other specialized matter, Frayora may help organize, document, implement, format, structure, or support operational infrastructure based on Client-approved information or information supplied by an appropriately qualified professional.

The Client remains responsible for obtaining appropriately qualified professional advice where required.

Frayora may decline or exclude work that requires professional qualifications, permissions, or legal authorization beyond its scope.

3. Employee & Knowledge Systems

Employee & Knowledge Systems are intended to support operational clarity, onboarding, knowledge access, internal documentation, employee resources, training, process communication, and related business infrastructure.

Frayora may assist with:

Organizing Client-approved employee information
Structuring onboarding resources
Creating internal knowledge hubs
Formatting or organizing employee handbooks
Turning approved procedures into usable internal resources
Creating training and acknowledgment workflows
Organizing employee-related documentation
Documenting operational procedures
Creating knowledge-access structures

Frayora does not determine the Client’s legal employment obligations, provide employment-law advice, or guarantee that employee-related materials satisfy every law applicable to the Client.

Where professional review is appropriate, the Client is responsible for obtaining review from an appropriately qualified professional.

The Client is responsible for ensuring it has the necessary authority to provide employee information and for determining whether any required employee notices, consents, safeguards, or other privacy measures are in place.

Frayora may request redacted or limited information where sensitive employee information is not necessary for the agreed work.

4. Workflows, Automation and Technical Scope

Frayora may configure workflows, integrations, supported automation tools, AI-assisted workflows, and related systems where included in an engagement.

Frayora’s automation services generally involve configuring, connecting, organizing, or improving supported business tools and processes rather than unrestricted custom software engineering.

Unless expressly agreed otherwise and within Frayora’s qualifications, Frayora’s automation and technical services do not include:

Custom enterprise software engineering
Custom SaaS product development
Security architecture or penetration testing
High-risk autonomous decision systems
Regulated financial, medical, legal, employment, or safety-critical automation
Enterprise infrastructure engineering
Guaranteed compatibility with every third-party platform
Guaranteed uninterrupted automation performance

Automation and integrations may depend on third-party platforms, APIs, subscription levels, permissions, software limitations, vendor changes, authentication requirements, and other technical conditions outside Frayora’s control.

Where work requires expertise materially beyond Frayora’s agreed or qualified scope, Frayora may recommend an appropriate specialist, decline that portion of the work, or separately scope it if Frayora is lawfully and appropriately able to perform it.

5. Proposals, Statements of Work and Scope

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

These documents may specify:

Services
Deliverables
Milestones
Estimated timelines
Client responsibilities
Revision allowances
Communication expectations
Pricing
Payment schedules
Third-party requirements
Ongoing Improvement scope
Additional fees or rates
Other project-specific conditions

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

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

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

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

Material changes to the agreed scope should be documented or otherwise confirmed in writing.

6. Pricing

Certain Frayora services may have publicly displayed prices while others may be custom quoted.

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

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

Frayora may change publicly advertised pricing from time to time.

Changes to public pricing will not ordinarily alter 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.

Unless expressly included, publicly displayed prices do not automatically include unrelated third-party subscriptions, licensing fees, taxes, transaction charges, or services outside the stated scope.

7. Payment Methods

Payments may be made through methods made available by Frayora or otherwise agreed for the applicable engagement.

Available payment methods may include:

Credit or debit card through an approved payment provider
Interac e-Transfer where available
Bank transfer
International remittance or money transfer
Another payment method approved by Frayora

Where a third-party provider processes a transaction, that provider may independently process payment, transaction, security, fraud-prevention, and related information according to its own practices and obligations.

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

The applicable currency will be identified on the relevant proposal, invoice, SOW, or agreement.

The Client remains responsible for any applicable payment-provider or financial-institution charges allocated to the Client under the agreed payment arrangements.

8. Project-Based Services and Deposits

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

Frayora may use full upfront payment, deposits, installment payments, milestone payments, or another structure agreed in writing.

Structures such as 50/50 or 40/30/30 may be used where appropriate, but they are examples only.

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

Frayora is not required to begin substantive work or reserve a project start date until required agreements have been accepted and required initial payment has cleared.

The applicable agreement should identify the amount and purpose of any deposit and any material conditions affecting its refundability.

Deposits are not automatically forfeited in full solely because an engagement is cancelled. Their treatment is governed by Frayora’s Refunds & Cancellations Policy, the applicable agreement, and mandatory law.

9. Project Stages and Milestones

Frayora may organize an engagement into defined phases, deliverables, or milestones appropriate to the agreed scope.

The project-specific agreement may establish the work required at each stage, the applicable responsibilities, expected review points, and any milestone-related payment obligations.

Not every engagement will require the same stages or delivery structure.

Frayora may adapt its internal processes, project organization, tools, and working methods according to the nature of the engagement, without automatically changing the agreed deliverables.

Where payment is required at a milestone, Frayora may pause progression until that payment has been received, subject to the applicable agreement and law.

Internal frameworks, procedures, and methods used by Frayora do not become Client-owned deliverables merely because they are used during an engagement.

10. 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
Appropriate system access or credentials
Business and technical information
Client-approved policies or professional guidance where required
Feedback
Decisions
Approvals
Authorized contacts
Required payments
Other materials reasonably necessary for the work

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

The Client is responsible for informing Frayora of material jurisdiction-specific, regulatory, contractual, security, privacy, accessibility, or industry-specific requirements affecting the requested work.

The Client should not provide unnecessary sensitive personal information, confidential third-party materials, or access credentials where a more limited and appropriate method is available.

11. Feedback and Approvals

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

Where possible, feedback should be consolidated.

Client delays may cause applicable timelines to change.

Work completed in reasonable reliance on written Client approval or authorized instructions will be considered authorized.

Material changes requested after approval may constitute additional scope.

A missed feedback deadline does not automatically constitute approval or acceptance of work unless an applicable agreement expressly provides for such a process.

12. Client Inactivity

Where Frayora requires Client action before work can continue:

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

Client inactivity does not automatically create a refund entitlement.

Resumed projects may be rescheduled according to current availability.

Classification as inactive or abandoned does not automatically terminate an engagement, make all remaining fees payable, or transfer ownership of unfinished work.

Suspension, termination, outstanding payment obligations, and any additional charges remain subject to the applicable agreement and mandatory law.

13. Reactivating an Inactive Project

Where Frayora agrees to reactivate an engagement, Frayora may establish a new schedule, require outstanding payments, review the scope, request updated materials, charge a reasonable reactivation fee where additional work is necessary, or requote work where circumstances have materially changed.

Material additional charges will be communicated before the applicable chargeable work is performed.

Reactivation is subject to Frayora’s current availability and the applicable contractual requirements.

The original project schedule may no longer be available.

14. Client-Caused Delays

Any timeline assumes reasonable Client cooperation.

A Client-caused delay does not constitute failure by Frayora to perform its obligations where the delay prevents or materially affects the relevant work.

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

Any additional work or expense caused by a material delay will be addressed in accordance with the applicable agreement and communicated before material additional chargeable work is performed.

15. Revisions and Change Requests

The number of revisions included may be stated in the applicable agreement.

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

A request that materially changes direction, functionality, deliverables, strategy, design, requirements, technology, or scope may be treated as additional work.

Material additional charges or timeline changes will be communicated before proceeding with the applicable chargeable work.

Revisions do not automatically include entirely new deliverables, unrelated features, or unlimited changes unless expressly agreed.

16. Ongoing Improvement

Frayora may provide Ongoing Improvement services to help Clients maintain, refine, organize, document, connect, update, or improve agreed business infrastructure over time.

Ongoing Improvement is not virtual-assistant staffing, employee placement, labour leasing, or a general promise to perform any task requested by the Client.

Ongoing Improvement may involve website and digital infrastructure improvements, documentation updates, SOP refinement, business knowledge organization, workflow improvements, supported automation updates, employee knowledge-resource updates, system organization, or other eligible Frayora work within the agreed scope.

The specific services, priorities, frequency, capacity, service period, pricing, and limitations will be established in the applicable written agreement.

17. Ongoing Improvement Capacity and Availability

Where an Ongoing Improvement arrangement includes defined service capacity or recurring allocation, that capacity will be governed by the applicable agreement.

Unless otherwise agreed:

Unused capacity does not automatically roll over
Unused capacity has no cash value
Unused capacity is not automatically refundable
Choosing not to request sufficient eligible work does not automatically create a refund entitlement

Frayora does not guarantee continuous availability during every business hour or immediate completion of every request.

Where Frayora itself materially prevents the Client from receiving an agreed service, the available remedies will be assessed under the applicable agreement, Refunds & Cancellations Policy, and mandatory law.

18. Ongoing Improvement Terms and Cancellation

Ongoing Improvement may be offered on a month-to-month, fixed-term, project-extension, or other mutually agreed basis.

Cancellation, renewal, minimum commitments, notice periods, service changes, pauses, and early termination rights will be governed by the applicable agreement and Refunds & Cancellations Policy.

Where no separate notice period has been agreed for a month-to-month arrangement, cancellation may be requested before the next renewal date and will ordinarily take effect at the end of the current paid service period.

Where an arrangement renews automatically, its renewal period, applicable charges, and cancellation process should be clearly identified in the applicable agreement.

Mandatory renewal, cancellation, and notice requirements under applicable law take precedence over conflicting contractual provisions.

19. Additional Capacity and Out-of-Scope Work

If a Client requires work beyond the agreed scope or capacity, Frayora may offer additional capacity, a separate project, change order, revised service level, or custom quote.

Frayora is not obligated to perform additional work until the applicable scope, capacity, timing, and payment arrangements have been agreed.

20. Response and Completion Times

Response-time targets generally refer to the target for acknowledging or responding to Client communications unless expressly stated otherwise.

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

Completion time may depend on scope, complexity, current commitments, Client priorities, approvals, third-party systems, and technical requirements.

Any specific service-level commitments must be established in the applicable agreement.

21. Late or Failed Payments

Invoices must be paid by the applicable due date.

If payment becomes overdue, Frayora may pause work, postpone scheduled work, suspend ongoing services, stop reserving capacity, or withhold further deliverables or final handoff where legally appropriate and consistent with the applicable agreement.

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

Frayora may communicate with the Client regarding overdue amounts and any required steps for resuming services.

Late-payment charges or additional collection costs will apply only where properly agreed and legally permitted.

22. Non-Payment and Unpaid Deliverables

Failure to pay does not automatically 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 amounts associated with those deliverables have been paid in full.

Frayora may withhold final files, source files where included, website launch or transfer, documentation, production handoff, or other final deliverables associated with unpaid work where contractually and legally permitted.

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

Access restrictions or withholding of deliverables must remain consistent with the applicable agreement and mandatory law.

23. Chargebacks and Payment Disputes

Clients who believe a payment is incorrect are encouraged to contact Frayora promptly.

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

Frayora may pause affected services while a dispute is investigated where appropriate and permitted.

Where necessary, Frayora may provide relevant transaction records, agreements, communications, approvals, milestones, or delivery evidence to the applicable payment processor or financial institution.

Information disclosed during a dispute will be limited to what is reasonably necessary, subject to applicable legal and privacy obligations.

Nothing in these Terms prevents Clients from exercising legitimate rights available under applicable law.

24. Project Cancellation and Refunds

Clients may request cancellation by providing written notice.

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

Refund eligibility is governed by Frayora’s Refunds & Cancellations Policy, the applicable Client agreement, and applicable law.

Cancellation does not automatically eliminate amounts properly earned or payable before the effective cancellation date.

Nothing in these Terms removes mandatory rights that cannot legally be waived.

25. Suspension or Termination by Frayora

Frayora may suspend, decline, 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 cooperate
The Client requests unlawful or unethical work
The Client requests work outside Frayora’s lawful, qualified, or professional scope
The Client misuses Frayora services
The Client engages in abusive, threatening, discriminatory, harassing, or seriously inappropriate conduct
Continuing creates an unreasonable legal, privacy, security, regulatory, financial, technical, or operational risk
The Client otherwise materially prevents Frayora from performing the engagement

Amounts properly owed for work already performed remain payable.

Where Frayora ends an engagement for reasons unrelated to Client-caused circumstances, prepaid amounts attributable to substantial unperformed services will be addressed fairly.

Where reasonably appropriate, Frayora may provide notice and an opportunity to address a material issue before termination.

Immediate suspension or termination may be appropriate where continued work presents a serious legal, security, privacy, or other material risk.

26. Estimated Timelines

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

Timelines may change because of Client delays, scope changes, revisions, technical issues, third-party platform limitations, vendor delays, illness, emergencies, or circumstances outside Frayora’s reasonable control.

Frayora will communicate material changes to an agreed schedule where reasonably practicable.

27. Final Payment and Handoff

Where final payment is required, Frayora may require cleared payment before completing final handoff, subject to the applicable agreement and law.

Final handoff may include final editable files, source files where expressly included, website transfer or launch, administrator transfer, final documentation, completed systems, or other final deliverables stated in the applicable agreement.

Drafts, staging environments, review links, mockups, prototypes, and demonstrations do not necessarily constitute final delivery or transfer of ownership.

Unless expressly agreed, final handoff does not automatically include unlimited future modifications, lifetime maintenance, ongoing administration, or support beyond the agreed scope.

28. Third-Party Services and Expenses

Frayora may work with third-party products, platforms, tools, and providers in connection with Client services.

These may include website hosting, domains, plugins, applications, software subscriptions, scheduling services, payment providers, communication tools, automation tools, AI-assisted tools, APIs, templates, assets, or other appropriate technologies.

Third-party services are governed by their own terms, licences, privacy practices, pricing, availability, and technical limitations.

Frayora cannot guarantee the continued availability, pricing, security, functionality, compatibility, or performance of independent third-party providers.

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

Cancellation of a Frayora service does not automatically terminate the Client’s independent contracts or subscriptions with third-party providers.

29. Scheduling and Calendly

Frayora may use Calendly or another approved scheduling provider to arrange introductory calls, project discussions, project meetings, Ongoing Improvement meetings, and other business-related appointments.

Availability shown through a scheduling platform does not itself mean Frayora has accepted a project, reserved project capacity, or agreed to provide any particular service.

Cancelling a meeting does not automatically cancel an underlying Client engagement or related payment obligations.

30. Artificial Intelligence

Frayora may use artificial-intelligence-assisted tools, automation, software, and related technologies where appropriate to assist with providing services.

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

Frayora does not represent AI-generated or automated output as inherently complete, accurate, error-free, or appropriate for every use.

Use of third-party AI systems remains subject to appropriate scope, confidentiality, privacy, security, contractual, and technical considerations.

Frayora will consider applicable Client instructions, confidentiality obligations, and information-handling requirements before using Client materials with a particular third-party AI service.

Nothing in these Terms represents that Frayora currently provides a proprietary artificial-intelligence platform, AI model, or proprietary software product unless Frayora expressly identifies such a product as currently available.

31. Client Accounts, Credentials and Access

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

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

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

Clients remain responsible for maintaining account ownership, administrator access, reasonable backups, appropriate security controls, authorized users, and revoking or changing access where appropriate.

Frayora may request that unnecessarily broad access be reduced or replaced with more appropriate permissions.

Access arrangements may need to be revised when an engagement changes scope or ends.

32. Confidentiality

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

Confidential information will be used only as reasonably necessary to provide services, operate the engagement, protect legitimate rights or security, or comply with applicable legal obligations.

Frayora will not intentionally disclose Client confidential information to unrelated third parties except where authorized, reasonably necessary to provide the agreed services, required by law, necessary to protect legal rights or security, or appropriately shared with service providers, contractors, personnel, or professional advisers who reasonably require access.

Where reasonably practicable, Frayora will limit disclosure to information reasonably necessary for the applicable purpose.

Confidential information may include non-public business records, internal processes, employee materials, financial information, operational documentation, private system configurations, unreleased business plans, and other information reasonably understood to be confidential.

Information that is lawfully public, independently developed without using confidential material, or lawfully obtained without confidentiality restrictions may not be treated as confidential solely because it relates to the Client.

Any additional confidentiality requirements, non-disclosure agreements, or project-specific information-handling obligations should be documented separately where appropriate.

Frayora’s own confidential methods, internal documentation, templates, systems, and reusable materials are likewise not disclosed or transferred merely through participation in an engagement.

33. Client Materials and Intellectual Property

The Client retains ownership of materials, trademarks, content, data, documents, images, brand assets, 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, licences, permissions, and authority to provide those materials.

Client-provided materials will not automatically become Frayora property because they are organized, formatted, documented, uploaded, or otherwise processed during an engagement.

34. 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.

The applicable agreement should identify whether the Client receives an assignment of ownership, a licence, or other usage rights, particularly where software, templates, documentation, or third-party materials are included.

Applicable rights do not transfer until required amounts associated with those deliverables have been paid in full, except where mandatory law or an applicable written agreement requires otherwise.

Frayora retains ownership of its pre-existing and reusable intellectual property, including:

Methodologies
Processes
Templates
Frameworks
Knowledge structures
Business-infrastructure methods
Systems
Techniques
Concepts
General know-how
Internal tools
Code libraries
Reusable automation components
Reusable documentation structures
Materials developed independently of the Client engagement

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

Any licence to embedded Frayora-owned materials should be defined in the applicable agreement where necessary.

Third-party materials remain subject to applicable licences and terms.

Nothing in these Terms automatically grants a Client exclusive rights over general skills, ideas, techniques, or knowledge that are not legally protected or specifically assigned by written agreement.

35. Drafts and Unselected Concepts

Unless otherwise agreed, unused drafts, rejected concepts, exploratory work, preliminary designs, internal working materials, prototypes, and unselected creative directions remain Frayora property to the extent Frayora holds rights in those materials.

The Client does not automatically receive the right to use, reproduce, publish, distribute, or implement unpaid or unselected materials.

The ownership and permitted use of any Client-supplied materials contained within such work remain subject to the Client’s existing rights and the applicable agreement.

36. Portfolio Use

Frayora may request permission to display completed Client work in its portfolio, proposals, presentations, social media, or marketing materials.

Unless the applicable agreement expressly provides otherwise, Frayora will obtain the Client’s written authorization before publicly identifying the Client or publishing project materials created for that Client.

Permission may specify which deliverables, screenshots, descriptions, trademarks, or other materials may be displayed.

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

Non-public SOPs, employee resources, internal knowledge systems, confidential workflows, private operational documentation, internal databases, and similar internal business infrastructure will not be displayed publicly without appropriate Client authorization and any necessary confidentiality safeguards.

Frayora may display independently created demonstration or concept projects as examples of its capabilities, provided they are not misleadingly represented as actual Client engagements.

37. No Guarantee of Business Results

Frayora provides services intended to improve the clarity, organization, usability, connection, documentation, and operation of business infrastructure.

Business results depend on factors outside Frayora’s control.

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

Any illustrative outcomes, examples, or demonstrations are not guarantees of future results.

38. Client Responsibility for Business Decisions

Frayora may provide observations, recommendations, organizational guidance, workflow suggestions, implementation options, research, or other business-related input within the agreed scope.

The Client remains responsible for final business decisions and for obtaining regulated professional advice where required.

The Client is responsible for reviewing and approving deliverables intended to establish business policies, commitments, procedures, employee communications, or other operational requirements that depend on the Client’s own legal, commercial, or professional judgment.

39. Taxes, Currency and International Payments

Prices may be quoted in CAD, USD, or another currency identified in the applicable agreement.

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

International transactions may involve currency conversion, intermediary charges, remittance fees, transfer fees, or payment-provider charges.

International Clients may have additional tax, withholding, reporting, registration, or similar obligations in their jurisdiction.

The allocation of any required withholding, tax documentation, or related payment responsibilities will depend on applicable law and the agreed contractual arrangements.

Frayora does not provide tax advice to Clients.

40. International Services

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

The Client is responsible for identifying laws, regulations, licensing requirements, employment requirements, accessibility standards, tax obligations, privacy requirements, industry-specific rules, and other requirements specifically applicable to the Client’s business, location, personnel, industry, or customers.

Unless expressly included in an applicable agreement and lawfully within Frayora’s scope, Frayora does not provide country-specific legal, tax, accounting, employment, regulatory, privacy, or compliance advice.

Frayora may decline, restrict, modify, or discontinue services where legal, regulatory, licensing, sanctions, payment, privacy, security, operational, technical, or other considerations make an engagement inappropriate or outside Frayora’s lawful scope.

41. Independent Contractor Relationship

Frayora provides services as an independent contractor.

Frayora is not a virtual assistant, Client employee, staffing provider, labour-hire provider, or personnel-placement service merely because Frayora works closely with a Client or assists with multiple areas of business infrastructure.

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

Providing Ongoing Improvement services, accessing Client systems, attending meetings, or collaborating with Client personnel does not by itself establish such a relationship.

The legal characterization of a working relationship will depend on the applicable law and actual circumstances, not solely on the wording of these Terms.

42. 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 or Ongoing Improvement 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.

These limitations apply only to the extent enforceable under applicable law and the applicable agreement.

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

43. 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
The Client’s lack of authority to provide systems, information, data, materials, credentials, access, or instructions
Actions taken by Frayora at the Client’s express direction where Frayora reasonably relied upon the Client’s authority

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

Any indemnification obligation will be subject to applicable legal requirements and the specific circumstances of the claim.

44. 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, to the extent excused by applicable law or agreement.

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 comparable events.

The affected party should provide reasonable notice where practicable and take reasonable steps to reduce the effects of the disruption.

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

Where a disruption continues for an extended period, the parties may need to address rescheduling, termination, or other appropriate arrangements under the applicable agreement.

45. 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 or mandatory applicable law requires otherwise.

A Client’s location outside Ontario does not by itself change the governing law selected by these Terms.

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

Before formal proceedings, Frayora and the Client agree to make reasonable good-faith efforts to resolve the dispute directly, except where urgent 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.

46. Electronic Communications and Agreements

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

Where permitted by applicable law, acceptance may be demonstrated through electronic signature, electronic acceptance, an intentional acceptance checkbox, written electronic approval, payment following presentation of applicable terms, or another electronic method reasonably demonstrating agreement.

Frayora may retain records of electronic acceptances, approvals, instructions, communications, and payment confirmations for legitimate business, contractual, evidentiary, or legal purposes.

47. Formal Notices

Formal notices concerning cancellation, termination, contractual disputes, or other material contractual matters should be submitted in writing to hello@frayora.com unless the applicable agreement identifies another method.

Clients are responsible for keeping their contact information current.

Where a notice period applies, the effective date of a notice will depend on the applicable agreement, the method of delivery, and any relevant legal requirements.

48. Changes to These Terms

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

The “Last Updated” date at the top of this page indicates the most recent revision.

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, required by law, or agreed by the parties.

Frayora may provide additional notice or seek acceptance of material changes where appropriate or legally required.

49. 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.

50. 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.

Any express waiver should be clearly documented and will apply only to the circumstances for which it is given unless otherwise agreed.

51. Entire Agreement

These Terms, together with the applicable proposal, SOW, service agreement, invoice or other applicable service 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.

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

A policy or document is incorporated into a particular engagement only to the extent it has been appropriately identified, communicated, and made applicable through the relevant agreement or acceptance process.

52. 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