Terms of Engagement. Straight Talk. Now With the Fine Print That Protects Both of Us.

01. Who you're dealing with

“Deals To Grow,” “DTG,” “we,” “us” means Upearance Inc., d/b/a Deals To Grow, a corporation constituted under the laws of Quebec, Canada, principal place of business in Montreal, Quebec. “You” means the business that engages us or uses this website.

These Terms govern (a) use of dealstogrow.com and our free tools, and (b) form the baseline for every client engagement. If you sign a Proposal / Statement of Work (“SOW”), the Master Services Agreement (DTG-MSA-V1) and your SOW govern the engagement; order of precedence: SOW first, then the MSA, then these Terms.

02. The deal

You engage Deals To Grow as your sales-infrastructure operator. We engineer, deploy, and reinforce the stack described in your SOW — site, CRM, ads, AI receptionist, integrations, monitoring.

One contractor per metro, per trade. Once your territory is locked in a signed SOW, it's yours for the life of the engagement. Territory boundaries are defined in the SOW. If you stop paying or the engagement ends, the territory reopens.

03. What you own

You own the assets: the website we build for you, your CRM data, your brand creative, your phone numbers, your ad accounts. They're titled to your business from day one; we operate them on your behalf.

What stays ours: our internal tools, templates, playbooks, prompts, automations, know-how, and anything we built before or outside your engagement (“DTG Materials”). You get a non-exclusive, non-transferable license to use DTG Materials embedded in your stack while the engagement is active. That license ends when the engagement ends; your assets and data still transfer out (Section 07).

04. What we operate — and what we need from you

We operate the integrated stack monthly: monitoring, optimization, A/B testing, monthly reinforcement reviews, weekly digest.

Your side of the deal — you agree to:

• Answer or return booked calls and leads promptly — the system only works if someone picks up;
• Provide accurate business information, licensing, and insurance details where required for ads;
• Maintain any legally required contractor licenses in your market;
• Fund your own ad spend (Section 05);
• Not use the stack for anything unlawful, deceptive, or infringing;
• Approve or reject deliverables within 5 business days — silence after a second notice counts as approval.

If leads fail because you didn't hold up your side (calls unanswered, ads unfunded, accounts suspended for your conduct), that's not a service failure by DTG.

05. Fees, ad spend, payment

Service fees are stated in your SOW, billed monthly in advance, auto-charged to your payment method on file.

Recurring package fees bill on one of three cadences, stated in your SOW: Monthly (the standard rate, our default), Semi-Monthly (2 payments a month, priced at roughly 13.3% over the monthly rate for the added flexibility, each payment rounded to the nearest $25), or Quarterly Prepay (3 months paid upfront for a flat 10% off the monthly rate — never “up to 10%”, always the full 10%). You can request a cadence change at your next renewal; switching how you pay is never a scope change.

Ad spend is separate and is yours: paid by you, on your ad accounts, directly to Meta/Google. We never hold or mark up your ad budget.

Taxes: fees are exclusive of applicable taxes (GST/QST/HST or US sales tax where applicable); you pay them.

Late payment: amounts unpaid 10 days after the due date bear interest at 18% per annum (1.5%/month) and we may suspend services after written notice. Suspension doesn't pause your territory lock or your payment obligation.

Chargebacks: initiating a chargeback on a valid invoice is a material breach. No refunds on service fees for completed months. Deposits and setup fees are non-refundable once work has begun, except as stated in our Guarantee (dealstogrow.com/guarantee) or your SOW.

One-time website builds (e.g., the Authority Website) are billed 50% upfront to start, 50% before launch; the site goes live the moment that final payment clears. The final invoice is triggered at staging approval — or 14 days after we hand off staging for your review, whichever comes first. Each build includes 3 review rounds of up to 10 revision items per round — that's 3 rounds of up to 10 items each, not 30 items pooled to spend however you like, and unused items don't roll over between rounds. A revision item is a discrete change to existing scope (a copy edit, image swap, styling tweak, or layout adjustment); new pages, new features, or new sections are scope changes, quoted separately. Submit each round's feedback as one consolidated list — the round begins the day we receive it. Additional review rounds beyond the included three are available and quoted before work begins.

06. Term + cancellation

Initial term: 6 months from SOW signature. After that, month-to-month. Either party may cancel after the initial term with 30 days' written notice. No hostage contracts.

Termination for cause (either side): material breach uncured 15 days after written notice; insolvency; unlawful conduct. Non-payment beyond 30 days is material breach.

If we cancel without cause: assets transfer to you fully, with documentation, at no transfer fee. If you cancel during the initial term without cause: remaining initial-term fees become due, and assets transfer once the account is settled.

07. Off-boarding

Within 15 business days of termination (account settled), we deliver: admin access to your site, CRM export, ad account ownership confirmation, phone number porting authorization, and credentials documentation. DTG Materials licenses end; we may remove proprietary automations that aren't part of your owned assets, and will tell you which ones before removal.

08. Performance terms

We commit to deployment timing and operational uptime as stated in your SOW. We do not guarantee specific lead, booking, or revenue numbers — those depend on your offer, market, pricing, sales execution, seasonality, and trade mix. The calculator and simulator on our site are models built on real operator data — they are illustrations, not promises. Any performance guarantee we do make is exclusively the one written at dealstogrow.com/guarantee or in your SOW, under the conditions written there.

09. Third-party platforms

Your stack depends on platforms we don't control — Meta, Google, CRM vendors, telecom carriers, hosting. Their outages, policy changes, price changes, account reviews, or suspensions are outside our control. We'll work the appeal/recovery process with you, but we are not liable for third-party platform decisions or downtime, and they don't excuse payment for services we continue to deliver.

10. Confidentiality

Mutual. Each party keeps the other's non-public business data, financials, and operational details confidential, uses them only for the engagement, and protects them with reasonable care. Survives 3 years after termination. Standard exceptions: public information, independently developed, legally compelled disclosure (with notice where lawful).

11. Data protection

Our Privacy Policy (dealstogrow.com/privacy, DTG-PRIV-V5) explains how we handle personal information. For client engagements, the Data Processing Schedule in the MSA governs how we process your customers' and leads' personal information on your behalf. Short version: your lead data is yours, we process it only to run your stack, and we don't sell it.

12. Warranties disclaimer

Services are provided with reasonable professional skill and care. Beyond what's expressly written in these Terms, the MSA, and your SOW, everything is provided “as is” — to the extent permitted by law, we disclaim all other warranties, express or implied, including fitness for a particular purpose and results.

13. Limitation of liability

To the maximum extent permitted by law: neither party is liable for indirect, consequential, special, or punitive damages, or for lost profits, lost revenue, or lost data. Each party's total aggregate liability under these Terms is capped at the service fees you paid us in the 6 months preceding the claim. Nothing limits liability for fraud, intentional or gross fault (faute lourde/intentionnelle), bodily injury, or anything that cannot be limited under Quebec law.

14. Indemnification

You indemnify us against third-party claims arising from your business operations, your services to your customers, content and claims you instruct us to publish, or your breach of law (licensing, consumer protection, telemarketing rules). We indemnify you against third-party claims that DTG Materials, as delivered by us and used as directed, infringe someone's intellectual property.

15. Non-solicitation

During the engagement and for 12 months after, neither party will solicit for employment the other's employees or contractors who worked on the engagement. Hiring after a general public job posting isn't solicitation.

16. Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control (natural disasters, war, labor disputes, internet or utility failures, government action, pandemics). Payment obligations for delivered services aren't excused.

17. General

• Assignment — neither party may assign without written consent, except to a successor in a merger or asset sale.
• Notices — written, by email with confirmation: to us legal@dealstogrow.com; to you the email on your SOW.
• Entire agreement — these Terms + MSA + SOW are the whole deal; they replace prior discussions.
• Amendments — we may update these website Terms by posting a new version with a new Doc ID and effective date; material changes to an active engagement require your consent or take effect at your next renewal.
• Severability / waiver — invalid clauses are severed; not enforcing a right once doesn't waive it.
• Independent contractors — we're not partners, employees, or agents of each other.

18. Governing law + disputes

These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein. Any dispute not resolved within 30 days of written notice will be finally settled by binding arbitration seated in Montreal, Quebec, by a single arbitrator, in English, under the Code of Civil Procedure of Quebec (or, if the parties agree, an administered arbitration body). Either party may seek injunctive relief in the courts of the district of Montreal for confidentiality or IP breaches.

19. Language

The parties have expressly required that this agreement and all related documents be drawn up in English. Les parties ont expressément exigé que la présente convention et tous les documents qui s'y rattachent soient rédigés en anglais. A French version is available on request for Quebec-based clients.

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Doc ID: DTG-TERMS-V5 · Questions: legal@dealstogrow.com