Terms of Service

1. Acceptance of Terms

Welcome to Winkie — Operational Systems Engineering ("Winkie," "we," "our," or "us"). By accessing our website at winkie.ca, engaging our services, or entering into any service agreement with us, you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not use our services.

These Terms constitute a legally binding agreement between you and Winkie. By placing an order, signing a service agreement, or otherwise engaging our services, you represent that you have the legal authority to enter into this agreement on behalf of yourself or the entity you represent.

2. Description of Services

Winkie provides the following professional services:

2.1 Google Business Profile Management

We offer comprehensive Google Business Profile (GBP) management services, including but not limited to: profile setup and verification, listing optimization, review management and response strategies, post creation and scheduling, performance analytics and reporting, and local SEO optimization.

2.2 Website Design & Development

We design and develop responsive, modern websites tailored to your business objectives. Services include: custom website design, front-end and back-end development, content management system integration, website maintenance and updates, performance optimization, and hosting configuration.

2.3 Software Construction & Development

We build custom software solutions including: web applications, business automation tools, API integrations, database design and implementation, SaaS product development, and ongoing software maintenance and support.

The specific scope of services for each engagement will be detailed in a separate Statement of Work ("SOW") or service agreement.

3. Client Obligations & Responsibilities

To ensure successful project delivery, you agree to:

• Provide accurate, complete, and timely information, materials, and content necessary for the project;
• Designate a primary point of contact with decision-making authority;
• Respond to communications, requests for approval, and feedback within reasonable timeframes as outlined in the SOW;
• Ensure that all content, materials, and assets you provide do not infringe upon any third-party intellectual property rights;
• Maintain the confidentiality of any project-related credentials or access information;
• Comply with all applicable laws and regulations related to your business and the use of our deliverables.

Delays caused by your failure to meet these obligations may result in adjusted timelines and, where applicable, additional charges.

4. Account Credentials & Access

Certain services may require you to provide Winkie with access to third-party accounts and platforms, including but not limited to:

• Google Account (for Google Business Profile management);
• Web hosting and domain registrar accounts;
• Content management systems (CMS);
• Analytics platforms and advertising accounts;
• Version control repositories and development environments.

You grant Winkie a limited, revocable license to access and use these accounts solely for the purpose of delivering the agreed-upon services. You remain the owner of all accounts and may revoke access at any time, understanding that doing so may affect our ability to perform services. We will never change account ownership or passwords without your explicit written authorization.

5. Intellectual Property

5.1 Ownership of Deliverables

Upon receipt of full and final payment, all custom deliverables created specifically for your project — including website designs, custom code, graphics, and content created by Winkie — shall be assigned to you. This assignment is contingent upon complete payment of all outstanding invoices.

5.2 Pre-Existing Intellectual Property

Winkie retains all rights to pre-existing tools, frameworks, libraries, code snippets, templates, and methodologies that existed prior to or were developed independently of your project. Where such pre-existing IP is incorporated into your deliverables, Winkie grants you a non-exclusive, perpetual, royalty-free license to use it as part of the delivered project.

5.3 Third-Party Components

Deliverables may include third-party components (open-source libraries, stock images, fonts, plugins) subject to their own licenses. Winkie will inform you of any significant third-party components and their applicable licenses.

5.4 Portfolio Rights

Unless otherwise agreed in writing, Winkie reserves the right to display completed projects in our portfolio, case studies, and marketing materials for the purpose of showcasing our work.

6. Payment Terms

• Subscription Services: Recurring service fees (e.g., GBP management, website maintenance) are billed monthly or annually as specified in your service agreement. Subscriptions auto-renew unless canceled in writing at least 30 days before the renewal date;
• Project-Based Services: Custom development projects require a non-refundable deposit (typically 50%) before work begins, with the remaining balance due upon project completion or as outlined in milestones;
• Invoicing: All invoices are due within 15 days of issuance unless otherwise stated in your agreement;
• Late Payments: Overdue invoices are subject to a late fee of 1.5% per month (18% annually) on the outstanding balance. Winkie reserves the right to suspend services until all overdue amounts are paid;
• Currency: All fees are stated and payable in United States Dollars (USD) unless otherwise agreed.

7. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the course of the engagement ("Confidential Information"). Confidential Information includes, but is not limited to:

• Business strategies, financial data, and trade secrets;
• Technical specifications, source code, and architecture designs;
• Customer data, client lists, and analytics;
• Account credentials and access tokens;
• Any information designated as confidential by either party.

This confidentiality obligation survives the termination of the business relationship for a period of two (2) years. Confidential Information does not include information that is publicly available, independently developed, or lawfully obtained from a third party.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Winkie's total aggregate liability arising out of or related to these Terms or our services shall not exceed the total fees paid by you to Winkie in the twelve (12) months preceding the claim;
• In no event shall Winkie be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill;
• Winkie is not liable for any damages resulting from third-party services, platforms, or integrations, including but not limited to changes made by Google to the Google Business Profile platform;
• Winkie is not responsible for the results or performance of marketing, SEO, or advertising efforts, as outcomes depend on numerous external factors beyond our control.

9. Indemnification

You agree to indemnify, defend, and hold harmless Winkie, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your breach of these Terms or any applicable service agreement;
• Your use of the deliverables in a manner not contemplated by these Terms;
• Any content, materials, or data you provide that infringes upon third-party rights;
• Your violation of any applicable law or regulation;
• Any claim by a third party related to your use of the services or deliverables.

10. Termination & Cancellation

10.1 Termination by Client

You may terminate services at any time by providing written notice to Winkie. For subscription services, cancellation must be received at least 30 days before the next billing cycle. Fees paid for the current billing period are non-refundable.

10.2 Termination by Winkie

Winkie reserves the right to terminate or suspend services if: (a) you fail to make timely payments after written notice and a 15-day cure period; (b) you breach any material term of these Terms or the applicable SOW; or (c) you engage in conduct that is abusive, unlawful, or detrimental to our operations.

10.3 Effect of Termination

Upon termination: (a) you shall pay all outstanding fees for services rendered through the termination date; (b) upon receipt of final payment, we will transfer all completed deliverables and revoke our access to your accounts; (c) each party shall return or destroy the other party's Confidential Information.

11. Warranties & Disclaimers

Winkie warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. For a period of 30 days following delivery, we will correct any material defects or errors in our deliverables at no additional charge.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WINKIE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WINKIE DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

12. Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law provisions.

12.2 Informal Resolution

Before initiating any formal dispute resolution, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of at least 30 days.

12.3 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms that cannot be resolved through informal negotiation shall be resolved through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Pinellas County, Florida. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

12.4 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

13. Force Majeure

Neither party shall be liable for any delay or failure to perform obligations under these Terms resulting from causes beyond its reasonable control, including but not limited to: natural disasters, acts of war or terrorism, epidemics or pandemics, government actions or regulations, internet or telecommunications failures, power outages, cyberattacks, or third-party service disruptions. The affected party shall provide prompt notice and use commercially reasonable efforts to mitigate the impact.

14. Modifications to Terms

Winkie reserves the right to modify these Terms at any time. Updated Terms will be posted on our website with a revised "Effective Date." For active clients, we will provide at least 30 days' notice of material changes via email. Your continued use of our services after the effective date of any modifications constitutes your acceptance of the updated Terms.

15. Contact Information

For questions, concerns, or notices regarding these Terms of Service, please contact us: