Terms of Service

Last updated: June 29, 2026

These Terms of Service govern your use of the Elementera website and any services provided by Elementera AI Inc. (“Elementera”, “we”, “us”, or “our”). By using our website, signing an order form, proposal, statement of work, or other service document that references these Terms, or using our services, you agree to these Terms. If you act on behalf of a company or organisation, you confirm that you have authority to bind that entity.

About our services

Elementera provides Answer Engine Optimisation, AI search visibility, technical SEO, content strategy, reporting, analytics, Google Business Profile support, and related consulting, implementation, and monitoring services. Our services are intended to improve how a client’s brand, products, services, and public information are discovered, understood, and represented across search engines, AI platforms, and related digital channels.

Scope and service documents

The exact scope of services for each client will be set out in the applicable order form, proposal, package confirmation, statement of work, invoice, or other written confirmation accepted by both parties (“Order Documents”).

Order Documents may specify, among other things, the selected package, fees, deliverables, reporting cadence, onboarding requirements, approved add-ons, billing terms, term length, and any client-specific commercial terms.

If there is a conflict between these Terms and an Order Document, the Order Document controls for that conflict only.

Any work not expressly included in the applicable Order Documents is out of scope and may be subject to additional fees if approved in writing.

Fees and payment

Fees, billing frequency, payment dates, and any setup or onboarding charges will be stated in the applicable Order Documents.

Unless the Order Documents state otherwise:

• fees are billed monthly in advance;
• fees are non-refundable once billed for an active billing period;
• all fees are exclusive of applicable taxes; and
• we may suspend work, reporting, publishing, or access to deliverables if payment is overdue.

We may require the first payment, a setup fee, or both before starting work.

Client responsibilities

The client must provide timely cooperation, accurate information, and any access reasonably needed for us to perform the services. This may include website access, analytics access, search console access, Google Business Profile access, brand assets, technical contacts, business information, and timely approvals.

The client is responsible for reviewing and approving public-facing content, claims, edits, and recommendations before publication or deployment unless the parties expressly agree otherwise in writing.

The client confirms that materials, data, claims, instructions, images, reviews, testimonials, and other content it provides are accurate, lawful, and authorised for use.

We are not responsible for delays, reduced performance, or missed timelines caused by missing access, incomplete information, inaccurate information, or delayed feedback from the client.

Third-party platforms and AI-assisted work

Our services may involve third-party platforms, analytics tools, search engines, plugins, hosting providers, business listings, APIs, AI systems, and large language models.

Those third-party services may change, become unavailable, impose new restrictions, produce inaccurate results, or change how they crawl, rank, summarise, or display information. We do not control third-party platforms and are not responsible for outages, policy changes, algorithm changes, access restrictions, account suspensions, or third-party errors.

Some services may include AI-assisted research, drafting, analysis, monitoring, or automation. AI-assisted outputs may be incomplete, inaccurate, outdated, biased, or misleading. The client must review and approve any public-facing or business-critical use of AI-assisted outputs.

Unless expressly agreed in writing, Elementera does not provide legal, tax, accounting, investment, medical, or regulatory advice.

No guaranteed outcomes

We will provide the services described in the applicable Order Documents using reasonable professional care. However, we do not guarantee any particular ranking, traffic increase, citation placement, conversion outcome, lead volume, revenue result, or AI inclusion outcome.

Search engines, AI systems, answer engines, and related platforms operate independently from Elementera. Performance depends on many factors outside our control, including competition, platform changes, website condition, authority signals, source availability, and client responsiveness.

Intellectual property

Each party retains ownership of its pre-existing intellectual property, tools, methods, templates, software, know-how, marks, content, and data.

Upon full payment of the applicable fees, the client owns the final client-specific deliverables that Elementera creates specifically for the client, excluding Elementera’s pre-existing or underlying tools, systems, methods, workflows, templates, prompts, automation, software, report structures, and know-how, which remain Elementera’s property.

Elementera grants the client a non-exclusive licence to use any Elementera materials embedded in or reasonably necessary to use the final deliverables for the client’s own internal business and marketing purposes.

The client grants Elementera a limited licence to use client-provided materials as needed to perform the services.

Confidentiality

Each party may receive non-public business, technical, strategic, or commercial information from the other party. Each party agrees to use the other party’s confidential information only as needed to perform or receive the services and to protect it with reasonable care.

This obligation does not apply to information that is already public without breach, was lawfully known before disclosure, is lawfully received from a third party without restriction, or must be disclosed by law.

Term and termination

Any minimum term, renewal structure, or notice period stated in the applicable Order Documents will control.

If the applicable Order Documents do not state a minimum term or other termination rule, either party may terminate the services on thirty days’ written notice.

We may suspend or terminate services sooner if the client fails to pay, provides unlawful or misleading materials, requests unlawful or deceptive work, abuses our team, or materially breaches these Terms or the Order Documents.

Termination does not affect fees already due or rights that by their nature should survive termination.

Warranties, liability, and indemnity

To the maximum extent permitted by law, the services and website are provided on an “as is” and “as available” basis except as expressly stated in the applicable Order Documents.

To the maximum extent permitted by law, Elementera will not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for loss of profits, revenue, goodwill, business opportunity, or data.

To the maximum extent permitted by law, Elementera’s total aggregate liability arising out of or relating to the services or these Terms will not exceed the fees paid by the client to Elementera under the applicable Order Documents in the three months immediately before the event giving rise to the claim.

The client will indemnify and hold harmless Elementera and its personnel against third-party claims arising from client-provided materials, client instructions, unlawful or misleading claims supplied by the client, or the client’s breach of these Terms.

Nothing in these Terms excludes liability that cannot lawfully be excluded.

Website use

You may use our website only for lawful business purposes. You must not misuse the website, interfere with its operation, attempt unauthorised access, scrape protected content or data using automated means, upload malicious code, infringe intellectual property rights, or submit false or misleading information through forms or communications.

We may suspend or restrict website access if we reasonably believe misuse has occurred.

Privacy

Any personal information handled through the website or in the course of providing services will be handled in accordance with our Privacy Policy, as published on the website from time to time.

Changes to these Terms

We may update these Terms from time to time by posting a revised version on the website. Updated Terms apply from the stated effective date for future website use and future engagements. For an active client engagement, the version incorporated at the date of signature of the applicable Order Documents will continue to apply unless the parties agree otherwise in writing.

Governing law and notices

These Terms are governed by the laws of British Columbia and the applicable federal laws of Canada. The courts of British Columbia will have exclusive jurisdiction over disputes relating to these Terms unless the parties agree otherwise in writing.

Notices to Elementera under these Terms may be sent to care@elementera.com. Email notice is effective when sent unless the sender receives an automated delivery failure notice.

Entire agreement

These Terms, together with any applicable Order Documents, form the agreement between Elementera and the client concerning the relevant services. If any provision is unenforceable, the remaining provisions remain in effect.

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