Maven Consulting & Design Ltd.

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Maven Supplemental Terms & Conditions

Jurisdiction: Canada

Last Edited: 07/22/2025

For French language supplemental terms and conditions please submit a request at [email protected]

Terms of Service

Payment Terms and Conditions

Automatic Renewal and Price Adjustments

  • This agreement will automatically renew for successive 12-month periods upon the expiration of the initial 12-month term, unless terminated by either party in accordance with this section.
  • The monthly rates stated above will continue to apply to any renewal period unless Maven Consulting & Design Ltd. provides written notice of a price adjustment at least 30 days prior to the renewal date.
  • The Client may opt out of the renewal by providing written notice to Maven Consulting & Design Ltd. at least 30 days prior to the renewal date.


Automatic Renewal and Price Adjustments

Provider will send a renewal reminder (email) 45 days before each renewal. Client may cancel any time before renewal effective date. Any price change takes effect after the notice period.

Fees

Fees due under this Agreement may include:

  • A recurring monthly platform fee;
  • Per-order transaction or delivery integration fees (where applicable);
  • Platform Service Fees
  • One-time fees for optional services (e.g., branding, content creation);
  • Amortized fees for hardware, setup, and consulting services;
  • Pass-through costs for third-party services (e.g., domain registration, Google Workspace, or delivery APIs).

Specific fees applicable to the Client will be outlined in the signed Service Order Form (SOF).

Provider may modify the Platform Service Fee schedule with 30 days’ written notice. Fees are exclusive of taxes and tips. If local law prevents passing the fee to Customers, Client will pay the fee directly. A minimum order subtotal may apply; orders below the minimum may incur an additional small-order fee.

Payment Terms

  • Monthly package fees are invoiced and billed automatically via credit card. If for any reason payment fails or is rejected, all amounts are due within 48 hours of the invoice date and a new valid card must be loaded.
  • Failed charges shall result in an administrative charge of $20 per occurrence, after two or more occurrences in the same 12-month period. 
  • Manual billing due to extenuating circumstances via cash, e-transfer, cheque, wire or other payment method deemed acceptable Solely at the discretion of Maven, shall also result in an additional $20 admin charge per occurrence.
  • Billing cycles start monthly on the day payment is processed.

Settlement, Chargebacks & Reserves

Provider (or its PSP) may net Fees and chargebacks from payouts. Provider may hold a rolling reserve up to 10% for 90 days, as industry standard guidelines inducate, if fraud/chargeback risk increases. Client is responsible for refunds/chargebacks for its products; Provider may debit Client for such amounts.

Hardware Lease & Equipment Terms

  • If included in the service package, Maven will provision one (1) tablet and one (1) thermal receipt printer to the Client for use during the 12-month contract term.
  • The equipment is leased to the Client and remains the property of Maven for the duration of the agreement. If the contract is completed in full, the Client may retain the equipment at no additional charge. 
  • The Client agrees to use the hardware solely for purposes related to the ordering platform and to take reasonable care to prevent damage or misuse.
  • If the Client terminates the agreement early, they may retain the hardware, but will be required to pay a hardware buyout fee equal to the fair market value of the equipment at the time of cancellation, as listed in the Service Order Form (SOF), plus a cancellation fee as described in the Early Termination clause.
  • Any damage, loss, or misuse of the hardware during the term may result in additional charges at Maven’s discretion.

Early Termination by the Client

The Client may terminate this agreement prior to the completion of the initial 12-month term by providing 30 days’ written notice to Maven Consulting & Design Ltd. Early termination requires: (a) payment of remaining monthly fees or a flat early termination fee of $299 (whichever is lower), (b) hardware buyout per SOF, and (c) any unrecovered third‑party license costs. 

Provider will invoice within 10 days of notice.

Taxes

All fees are exclusive of applicable taxes. HST or other sales taxes will be added to invoices based on the Client’s jurisdiction.

Suspension of Services

Provider may suspend services if amounts remain unpaid 7 days after notice. Provider will give a 3‑business‑day cure period before suspension unless fraud or security risk exists.

Client Operational Responsibilities

Menu and Ordering Accuracy

The Client is responsible for providing an accurate and up-to-date menu for display on their online ordering website. This includes all item names, descriptions, pricing, applicable dietary or allergen warnings, and optional modifiers.

Client will indemnify Provider against claims arising from inaccurate menu info, allergens, or regulatory disclosures.

Promotions & Offers

All promotional codes and special offers (e.g., “10% off all orders above $40”) must be submitted to Maven at least 5 business days prior to launch to ensure timely setup and testing.

Food Safety & Compliance

Client must ensure that all food and beverages offered through the online ordering system comply with applicable provincial and municipal food handling and safety regulations.

Fulfillment & Delivery Readiness
Client is responsible for fulfilling all orders placed via the system in a timely and professional manner. If using integrated delivery solutions (e.g., Uber Direct), the Client is responsible for preparing orders appropriately for pickup.
 
Content & Visuals
Client shall provide high-resolution logo files in vector format (AI, EPS, or SVG preferred), professional-quality food photos (minimum 1080px), and any branding assets required for setup. If not provided, Maven reserves the right to substitute placeholders or charge for content production as outlined in the SOF.
 
Compliance with Platform Tools
Client agrees not to manipulate, reverse engineer, or otherwise misuse the ordering system, delivery integrations, or marketing features provided. Use of the platform to redirect customers to alternative systems or circumvent fees is strictly prohibited.
 
Legal Licenses & Permits
Client is responsible for ensuring they have all valid licenses required to operate, including but not limited to municipal business licenses, food handling permits, and liquor licenses (if applicable).
 
Alcohol Sales (if applicable)
The client agrees not to sell alcohol through Maven’s provisioned online ordering system. 
 
Delivery Integration
Client acknowledges all third‑party courier services are governed by their own terms. Risk of loss transfers to courier at pickup. Client will handle customer complaints about missing/late deliveries; Provider will supply reasonable data to assist. Client agrees to be bound by the applicable courier/API terms (e.g., Uber Direct) to the extent they affect fulfillment.
Intellectual Property and Ownership
Ownership During Term
  • Provider grants Client a non-exclusive, royalty-free license to use Deliverables internally during the term.
  • All deliverables, including the website, branding materials, and digital assets created by Maven, remain the intellectual property of Maven Consulting & Design Ltd. during the initial 12-month term of this agreement.
  • For clarity, Maven shall not take IP ownership for items the client provides, only if Maven generated new content, logos, designs, graphics, photos, videos, etc. for the duration of the term.

Ownership Transfer

Upon successful completion of the contract term and payment of all outstanding fees, ownership of the following assets will transfer to the client;

  • Revamped/created logos, business cards, email signatures, graphics and other generated media including, case studies, as outlined above.
  • Provider will provide a data export (orders, customer data) in CSV/JSON within 15 business days of written request at standard rates.
Website Design
The website design and sub-elements (such as custom code, integrations and modules) remain the intellectual property of Maven Consulting & Design Ltd. unless explicitly transferred in writing. Transfers of this IP shall only be authorized at agreements originally entered into with market rate services, with initialization and/or implementation charges that have been paid in full. 
 
Software Licenses and other Paid Media Licenses
Any third-party software, stock images, or licensed tools used in deliverables will remain governed by their respective licensing agreements and may not be transferred.
Website Platform, Licensing, and Transfer
The website provided to the Client as part of this Agreement is built and maintained using a combination of proprietary and third-party tools (including but not limited to WordPress, WooCommerce, Orderable, Uber Direct API integrations, and other plugins or platforms deemed necessary by Maven Consulting & Design Ltd.).
 
In the event that the Client requests the website to be transferred at the conclusion of the agreement term, the Client will receive a copy of the website’s front-end files, content, and assets excluding:
  • Any third-party licenses or integrations held by Maven (e.g., Orderable Pro, Uber Direct API access, premium plugins, and managed services),
  • Any proprietary back-end tools or administrative systems developed or provisioned by Maven.
  • If the Client wishes to continue using the website independently after termination, they are solely responsible for:
  • Setting up their own hosting infrastructure,
  • Re-licensing or replacing third-party integrations no longer included under Maven’s account,
  • Assuming all costs associated with platform migration, reconfiguration, and license renewal.
 

Maven will, upon request, provide reasonable transition support (at standard hourly rates) for up to 14 days following agreement termination to assist with the handover.

Email Administration and Domain Rights
Maven Consulting & Design Ltd. (“Maven”) maintains exclusive administrative rights and oversight of all custom email accounts, domains, and related infrastructure provisioned for the Client during the term of this Agreement. Upon termination of this Agreement for any reason, including but not limited to early termination by the Client or non-renewal, Maven is under no obligation to transfer ownership, administrative access, or control of any domains, email accounts, or related licenses to the Client.
For mission‑critical domains/emails, Provider will offer transfer assistance at market-rate fees upon full payment; Provider will not unreasonably withhold transfers that do not compromise its IP or other clients.24 hour
  • Any transfer of domains, email accounts, or licenses may be negotiated separately and will only be considered if:
  • A transfer fee to be determined by Maven is paid in full;
  • The original contract was signed at full market value with no discounts applied; and
  • All outstanding balances are paid in full.
Maven reserves the right to deny any transfer request at its sole discretion. If no transfer agreement is reached within 30 days of contract termination, Maven may decommission all email accounts and services without further notice.
 
VOIP Provisioning
Maven may, at its discretion, provision Voice Over Internet Protocol (“VOIP”) telephone numbers and related services for the Client. All VOIP services are subject to the same ownership and administrative rights as outlined in the Email Administration and Domain Ownership clause. Maven maintains full administrative control of all VOIP services during and after the term of this Agreement. Additional fees for VOIP services will be outlined in a separate addendum or included in the monthly subscription fee as specified.
Legal Compliance and Operational Responsibility
The Client acknowledges and agrees that Maven provides technical infrastructure, design services, and digital marketing support but does not assume responsibility for the Client’s legal compliance or day-to-day operations. The Client remains solely responsible for ensuring its business practices, communications, and operations comply with all applicable laws and regulations, including but not limited to:
  • Canada’s Anti-Spam Legislation (CASL)
  • Personal Information Protection and Electronic Documents Act (PIPEDA)+
  • Accessibility for Ontarians with Disabilities Act (AODA)
  • Any industry-specific regulations applicable to the Client’s business.
Maven shall not be held liable for any violations, penalties, or legal consequences resulting from the Client’s use of Maven’s services in a manner that violates applicable laws or regulations. The Client agrees to indemnify and hold Maven harmless from any claims, damages, or liabilities arising from such violations.
Email Filtering and Security
Maven reserves the right to implement, at its sole discretion, email filtering, security measures, and domain blocking to protect the integrity of the email systems it administers. This includes, but is not limited to:
  • Filtering of commercial spam and unsolicited communications;
  • Blocking of domains known to Maven as sources of malicious content
  • Implementation of security protocols to prevent phishing, spoofing, or other email-based threats
  • Filtering of cold outreach emails that may impact deliverability metrics
  • Filtering of unnecessary commercial cold outreach for business known to poach or solicit clients of Maven.
The Client acknowledges that such filtering may occasionally impact legitimate communications and agrees to promptly notify Maven of any concerns regarding email deliverability. Maven will make reasonable efforts to adjust filtering parameters upon request but maintains final authority over security configurations. Maven makes no warranty regarding the effectiveness of such filtering and security measures.
Data Backup and Recovery (if applicable)
While Maven implements industry-standard backup procedures for websites and digital assets, Maven does not guarantee complete data recovery in all circumstances. The Client acknowledges that:
  • Maven’s backup systems are designed for business continuity, not as an archival or compliance solution;
  • The Client remains responsible for maintaining their own backups of critical business data
  • Maven’s recovery capabilities are limited to the most recent backup, typically within the previous 24-48 hours
  • In the event of catastrophic data loss, Maven’s liability is limited to restoration of the most recent viable backup
  •  
Third-Party Services and Integrations
Maven may utilize third-party services, software, and platforms in fulfilling its obligations under this Agreement. The Client acknowledges that:
  • Such third-party services are subject to their own terms of service and privacy policies;
  • Maven does not warrant or guarantee the continued availability or functionality of third-party services;
  • Changes to third-party platforms may necessitate modifications to deliverables, potentially at additional cost;
  • Maven is not liable for service interruptions, data breaches, or other issues originating from third-party providers.
Client agrees to comply with all applicable third‑party terms and will execute additional consents if required. Provider may disable an integration if Client breaches those terms.
Scope Limitation and Change Orders
The services outlined in this Agreement represent the complete scope of work to be performed by Maven. Any requests for additional services, features, or modifications beyond the defined scope will require a formal Change Order. Change Orders will:
  • Be documented in writing and signed by both parties;
  • Include additional fees and timeline adjustments as applicable;
  • Become an addendum to this Agreement upon execution.
Maven reserves the right to decline Change Order requests that fall outside its core competencies or would compromise the quality of existing deliverables.
 
Equipment Provision and Ownership
Equipment Lease and Return Conditions

Ownership and Lease Terms
Any and all equipment provided by Maven Consulting & Design Ltd. (“Maven”) to the Client, including but not limited to Point of Sale (POS) terminals, receipt printers, tablets, personal computers, servers, laptops, mobile devices, networking equipment, peripherals, accessories, and any other physical hardware (collectively, “Equipment”), shall remain the sole and exclusive property of Maven unless explicitly purchased by the Client through a separate transaction or payment plan that is negotiated and documented in writing. Such Equipment is provided to the Client on a $0 lease basis for the duration of this Agreement.

Equipment Condition and Maintenance
The Client agrees to:
  • Maintain the Equipment in good working condition;
  • Use the Equipment solely for its intended business purposes;
  • Not alter, modify, or tamper with the Equipment without Maven’s prior written consent;
  • Follow all manufacturer guidelines and Maven’s instructions regarding proper use and care;
  • Promptly notify Maven of any damage, malfunction, or performance issues;
  • Allow Maven reasonable access to inspect the Equipment upon request with 48 hours’ notice; and
  • Not remove any identifying marks, serial numbers, or ownership labels affixed to the Equipment.
  • Return Obligations

Upon termination or expiration of this Agreement for any reason whatsoever, the Client shall:
  • Return all Equipment to Maven within 7 business days of termination;
  • Ensure the Equipment is in substantially the same condition as when provided, subject only to reasonable wear and tear from normal use;
  • Return all original packaging, manuals, accessories, cables, and components that were provided with the Equipment; and
  • Ensure all Equipment is in proper working order with all functions operating as intended.

Equipment Replacement Liability
If any Equipment is damaged beyond reasonable wear and tear, lost, stolen, destroyed, or otherwise unavailable for return to Maven for any reason whatsoever, the Client shall be liable for the full replacement cost of such Equipment at current retail value for new equivalent Equipment, regardless of the age or condition of the original Equipment at the time it was provided to the Client. This liability shall apply regardless of the circumstances causing the damage or loss, including but not limited to accidents, theft, fire, flood, or other force majeure events.

Payment for Unreturned or Damaged Equipment
The Client authorizes Maven to charge the Client’s payment method on file for the full replacement cost of any Equipment that is not returned within the specified timeframe or is returned in a damaged or non-functional condition. If the Client’s payment method is declined or insufficient, the Client agrees to remit payment by alternative means within five (5) business days of Maven’s written demand, with additional administrative charges explained prior.
Insurance: 
The Client is strongly encouraged to maintain appropriate insurance coverage for the Equipment while in the Client’s possession. Such insurance shall not relieve the Client of any obligations under this Agreement.
Equipment Value Documentation 
Maven shall maintain records of the replacement value of all Equipment provided to the Client and shall make such information available to the Client upon reasonable request. The Client acknowledges that replacement costs may fluctuate based on market conditions and availability.
Procurement and Reimbursement Terms 
Procurement Services
Maven may, at the Client’s request, source and procure various items on behalf of the Client, including but not limited to custom printed materials, signage, marketing collateral, specialized equipment, electronics, software licenses, third-party services, or any other products or services required by the Client (collectively, “Procured Items”). 

Reimbursement Obligation
The Client agrees to reimburse Maven for the full cost of all Procured Items, plus applicable taxes, shipping, handling, and any other direct expenses incurred by Maven in connection with such procurement. This may include the full installation and or custom commissioning, printing or manufacturing of; 
  • Storefront Signage, billboards, banners, etc.
  • Marketing materials (business cards, brochures, door hangers, invoices, stickers, menus, etc.)
  • Vehicle Wraps
  • Custom physical hardware
  • Custom networking solutions
  • Any physical item or software license whatsoever, not included in the original SOW as part of the ongoing monthly retainer.

Service Fee for White-Glove Procurement Services
In consideration for Maven’s procurement services, if and when engaged by the client, the Client agrees to pay a service fee of up to seven and one-half percent (7.5%) of the total cost of the Procured Items. This service fee compensates Maven for:
  • Vendor research and selection;
  • Negotiation of pricing and terms (usually at preferred or better than market rates);
  • Order placement and tracking;
  • Quality control and inspection;
  • Administrative processing;
  • Payment processing costs;
  • Coordination of delivery and installation; and
  • Warranty registration and documentation.
  • Setup and installation (if applicable)

Payment Methods and Timing
Reimbursement for Procured Items, plus the applicable service fee, shall be paid by the Client according to one of the following methods, as determined by Maven:
  • Advance payment prior to Maven placing the order;
  • Immediate reimbursement upon Maven’s receipt of the invoice from the vendor;
  • Reimbursement upon delivery of the Procured Items to the Client; or
  • Through an installment payment plan, if separately negotiated and documented in writing.
Maven may use the stored payment method on file such a Credit Card, PAD, ACH, e-transfer request or otherwise to direct and auto bill these amounts. Admin charges for methods other than credit cards shall apply as stated earlier within TOS.
Credit Card Processing
If the Client chooses to reimburse Maven via credit card, the 7.5% service fee shall apply in full to cover Maven’s administrative costs and credit card processing fees for this direct reimbursement. Maven reserves the right to pass through any additional credit card processing fees that exceed standard rates. This applies to both payment plans and upfront reimbursements.
Itemized Invoicing
 
Maven shall provide the Client with itemized invoices for all Procured Items, clearly indicating:
  • The base cost of each item;
  • Any applicable taxes, shipping, or handling charges;
  • The calculated service fee; and
  • The total amount due.
Title and Risk
Title to Procured Items shall pass to the Client upon full payment of all amounts due to Maven. Risk of loss shall transfer to the Client upon delivery of the Procured Items to the Client’s designated location.
 
Warranties
Any manufacturer warranties for Procured Items shall be passed through to the Client to the extent permitted by the manufacturer. Maven makes no additional warranties, express or implied, regarding any Procured Items.
Large Orders
For procurement orders exceeding $1,000 CAD, Maven reserves the right to require a deposit of up to 50% of the estimated total cost (including the service fee) prior to placing the order with vendors. Maven may waive this condition voluntarily for ease of transaction, but that in no way constitutes a reduction of the any of the above stated terms and conditions. Voluntary waver by maven does not in any way constitute non-authorization from the client, Maven shall only order when authorized verbally, in writing or electronic communication.
Cancellation
If the Client cancels a procurement request after Maven has placed an order with a vendor but before delivery to the Client, the Client remains responsible for any cancellation fees, restocking fees, or other charges imposed by the vendor, plus Maven’s full-service fee. If Cancellation is not possible, that client shall still bear all financial costs of placing the order, regardless of if the equipment or service s are utilized. 
 
 
For any additional questions regarding our terms and conditions please reach out to [email protected].