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  1. TERMS OF SERVICE & MASTER SERVICES AGREEMENT

  2. Effective Date: Jan 22, 2026

  4. These Terms of Service and Master Services Agreement (the “Agreement”) constitute a legally binding contract between Havenoro.com Inc., a corporation incorporated under the laws of the Province of Ontario, with its principal place of business at 3300 Highway 7, Suite 600, Concord, ON L4K 4M3, Canada (“Havenoro,” “Company,” “we,” or “us”), and the individual or entity accessing our services (“Client,” “you,” or “your”).
  5. By engaging Havenoro for any services, or by using our website, you expressly agree to be bound by the terms and conditions set forth below.

  7. 1. SCOPE OF SERVICES

  8. Havenoro operates as a full-stack business optimization firm providing the following core services (collectively, the “Services”). Specific deliverables will be outlined in a separate Statement of Work (SOW), Proposal, or Service Level Agreement (SLA).

    1. Software Implementation and Deployment: Custom software architecture, enterprise resource planning (ERP) deployment, and system integrations.
    2. Mobile App Development: Design, engineering, and deployment of iOS, Android, and cross-platform mobile applications.
    3. Website Hosting: Enterprise-grade cloud hosting, server maintenance, and infrastructure management.
    4. Digital Marketing: Strategic data-driven marketing campaigns, lead generation, and conversion rate optimization.
    5. Website Design and Development: UI/UX design, front-end and back-end web development, and digital platform engineering.
    6. Web Appearance SEO & GEO: Search Engine Optimization, geographical targeting, and market authority engineering.


    9. 2. CLIENT OBLIGATIONS & PROJECT MANAGEMENT

    2.1. Provision of Materials: The Client agrees to provide all necessary access, credentials, documentation, and materials required for Havenoro to perform the Services. Delays in Client provision of materials will result in a corresponding extension of project deadlines. 

    2.2. Approvals and Revisions: Services such as Website Design and Mobile App Development are subject to the revision rounds specified in the SOW. Additional revisions or structural changes ("Scope Creep") will be billed at our standard hourly engineering rate. 

    2.3. App Store Submissions: For Mobile App Development, Havenoro will build to current platform guidelines. However, we do not guarantee acceptance by third-party app stores (e.g., Apple App Store, Google Play), as their approval processes are strictly governed by their own proprietary policies.

    3. FINANCIAL TERMS

    3.1. Invoicing and Payment: Unless otherwise specified in the SOW, all invoices are due Net-30 days from the date of issuance. 

    3.2. Retainers and Deposits: Development and design projects require a non-refundable upfront deposit before work commences. Recurring services (Hosting, SEO, Digital Marketing) are billed on a subscription basis at the beginning of the billing cycle. 

    3.3. Late Payments: Balances unpaid after the due date are subject to a late fee of 1.5% per month (18% per annum) or the maximum permitted by law. Havenoro reserves the right to suspend all Services, including Website Hosting, for accounts more than 15 days in arrears.

    4. INTELLECTUAL PROPERTY RIGHTS

    4.1. Client Ownership: Upon receipt of full and final payment, the Client shall retain all intellectual property rights to the final custom deliverables (e.g., custom code, finished designs, and final marketing assets) created specifically for the Client, excluding Havenoro’s Background Technology. 

    4.2. Background Technology: Havenoro retains all rights, title, and interest in our proprietary frameworks, pre-existing code libraries, base templates, and methodologies ("Background Technology") used to execute the Services. Havenoro grants the Client a non-exclusive, non-transferable, perpetual license to use the Background Technology solely as integrated into the final Deliverables. 

    4.3. Third-Party Licenses: Open-source software or third-party assets (e.g., stock imagery, plugins) incorporated into the Deliverables are subject to their respective licensing agreements.

    5. SPECIFIC SERVICE DISCLAIMERS

    5.1. SEO, GEO & Digital Marketing: Search engines (e.g., Google) and advertising platforms (e.g., Meta) frequently change their algorithms and policies. While Havenoro utilizes industry-leading, mathematically precise strategies, we cannot legally guarantee specific search rankings, traffic volumes, or exact financial returns on investment (ROI). 

    5.2. Website Hosting & Uptime: Havenoro strives for high-availability cloud hosting. However, hosting services are provided subject to periodic maintenance and reliance on third-party infrastructure. We do not guarantee 100% uninterrupted service and are not liable for data loss or operational disruptions caused by events outside our direct network control. 

    5.3. Software & Security: No digital environment is entirely immune to cyber threats. While we employ rigid logical workflows and robust security standards, Havenoro does not warrant that software, mobile apps, or hosted environments will be unconditionally invulnerable to unauthorized access or hacking.

    6. CONFIDENTIALITY & DATA PROTECTION

    Both parties agree to hold all proprietary or non-public information ("Confidential Information") in strict confidence. Confidential Information shall not be disclosed to any third party except as necessary to perform the Services or as required by law. Havenoro agrees to process all Client data in compliance with applicable Canadian and international privacy frameworks.

    7. LIMITATION OF LIABILITY

    7.1. Cap on Liability: IN NO EVENT SHALL HAVENORO.COM INC. BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY THE CLIENT OR ANY THIRD PARTY. 

    7.2. Maximum Liability: HAVENORO’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO HAVENORO IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

    8. WARRANTIES & DISCLAIMERS

    EXCEPT AS EXPRESSLY PROVIDED HEREIN, HAVENORO PROVIDES THE SERVICES AND DELIVERABLES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

    9. TERM AND TERMINATION

    9.1. Term: This Agreement remains active as long as Havenoro is providing Services to the Client. 

    9.2. Termination for Convenience: Either party may terminate ongoing recurring services (e.g., SEO, Hosting) with thirty (30) days prior written notice. Early termination of fixed-scope development SOWs will result in billing for all work completed up to the date of termination. 

    9.3. Termination for Cause: Either party may terminate this Agreement immediately upon a material breach by the other party if such breach remains uncured for fifteen (15) days after written notice. Upon termination, all outstanding balances become immediately due.

    10. GOVERNING LAW & DISPUTE RESOLUTION

    This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in Toronto, Ontario.

    11. MISCELLANEOUS

    11.1. Independent Contractor: Havenoro operates strictly as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employer-employee relationship. 

    11.2. Force Majeure: Havenoro shall not be liable for any failure to perform its obligations where such failure results from acts of God, natural disasters, pandemics, acts of war, strikes, or failures of third-party telecommunications networks. 

    11.3. Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect. 

    11.4. Entire Agreement: This Agreement, along with any SOWs or SLAs, constitutes the entire understanding between the parties and supersedes all prior agreements or representations.