Service Agreement

Digital Profile &
Managed Services Agreement

Founding Program Agreement governing the design and build of a production-ready Digital Profile system, provided at no cost, together with ongoing Managed Services provided on a monthly subscription basis.

Effective Date________________
ClientMorley's Chicken
Build Fee£0 (Founding Program)
Managed Services£675/month
PaymentMonthly subscription, cancel anytime
Governing LawOntario, Canada & England & Wales
01
Parties

This Agreement is entered into between:

EXFETCH ("Provider"), a digital infrastructure company based in Toronto, Ontario, Canada.

And the party identified above as Client ("Client").

By agreeing to the Digital Profile service and subscribing to Managed Services, the Client agrees to be bound by this Agreement in full.

02
Service Overview

EXFETCH will design and build a production-ready Digital Profile system for the Client at no build cost, as part of EXFETCH's Founding Program. In exchange, the Client subscribes to Managed Services at £675/month, billed monthly, with no minimum term. EXFETCH hosts, secures, and manages the delivered site as part of Managed Services. The site remains the property of EXFETCH; if the Client cancels Managed Services, EXFETCH will take the site down (see Section 5, Ownership & Hosting).

03
Scope of Work

The Digital Profile includes:

  • Brand website system — 12 pages: homepage, our story, full menu, interactive allergen table, franchise landing page & enquiry funnel, contact, privacy policy, terms & cookies, confidentiality/NDA, and data subject request pages
  • 105 individual location pages, plus 1 interactive locations search & map portal
  • Design system (components, typography, colour palette)
  • HTML-based production build
  • Hosting, security, and ongoing management via Managed Services
  • Documentation and Client Portal access
Scope Boundary

Any work outside this scope will be quoted separately as an add-on. Hosting, security, and the core operational work described in Section 7 are included as part of the Managed Services subscription for as long as it remains active.

04
Timeline
  • Project commences upon signed agreement, active Managed Services subscription, and submission of required Client content
  • Delivery timeline is dependent entirely on the Client's content submission and confirmation
  • If all required content is submitted and confirmed promptly, delivery can be completed in as little as 3 business days
  • The Client should aim to submit all required content within 5 business days of project start to keep the project on track
  • There is no fixed delivery deadline — the timeline extends in line with how quickly the Client submits and confirms content
05
Ownership & Hosting

Because the Digital Profile is provided at no build cost, EXFETCH retains ownership of the delivered site and its hosting for as long as this Agreement is in effect:

Client Receives
  • Full use of the live, hosted Digital Profile site for as long as Managed Services remains active
  • Client Portal access for content requests, reporting, and support
  • The domain (see Section 8) continues to be registered to and owned by Morley's Chicken throughout
EXFETCH Retains
  • Ownership of the built site, its source code, and hosting
  • Internal frameworks, templates, and design systems
  • The right to take the site down if Managed Services is cancelled (see Section 14, Termination)
No File or Source Code Transfer

No website files, source code, design assets, or other build materials are provided to the Client at any point under this Agreement — not on delivery, not during the subscription, and not upon cancellation. The Client's access is limited to using the live, hosted site and the Client Portal described above.

06
Intellectual Property

All intellectual property in the delivered Digital Profile — including HTML, CSS, copy, and design assets created specifically for the Client's project — remains the property of EXFETCH for the duration of this Agreement, licensed to the Client for use as their live site while Managed Services is active.

EXFETCH retains all intellectual property rights in its internal systems, frameworks, templates, and methodologies. The Client may not resell, license, distribute, or independently host EXFETCH-built components.

07
Managed Services

For the duration of an active subscription, Managed Services includes:

  • Hosting, security, and uptime monitoring for the Digital Profile site
  • Ongoing content updates, promotional placements, and asset updates within standard scope
  • Client Portal access for submitting requests, tracking status, and viewing reports
  • Direct support for updates and fixes
Note

Work beyond standard scope (new pages, campaign design from scratch, events beyond a simple listing, photography/video, structural redesigns, or new third-party integrations) is quoted separately as an add-on.

08
Excluded Services & Domain

The Client's domain remains registered to and owned by Morley's Chicken at all times. EXFETCH will coordinate a one-time DNS change to point the domain at the hosted Digital Profile; this does not transfer domain ownership or registration.

This Agreement does NOT include:

  • Domain registration or domain ownership transfer
  • Content management or copywriting services
  • Marketing, SEO, or advertising services
  • Structural redesigns or new feature builds beyond standard Managed Services scope (see Section 7)
  • Online ordering platform integration or development — location pages link to each location's existing delivery partners and/or official ordering platform, but no ordering system is built or hosted by EXFETCH under this Agreement
09
Fees & Payment
  • Build fee: £0 (Founding Program)
  • Managed Services: £675/month, billed monthly
  • No minimum term — the Client may cancel Managed Services at any time
  • Any scope additions agreed in writing will be quoted and invoiced separately
10
Client Responsibilities

The Client agrees to:

  • Provide all required content (logo, images, copy, location data, menu) within 5 business days of project start
  • Review and approve deliverables within a reasonable timeframe
  • Ensure all submitted materials are lawful and owned by or licensed to the Client
11
Limitation of Liability

EXFETCH is not responsible for:

  • Business performance outcomes from the delivered system
  • Third-party platform changes unrelated to EXFETCH-managed hosting
  • Issues arising from Client modifications made outside the Client Portal or without EXFETCH's involvement
  • Delays caused by incomplete or late Client content submission

Total liability under this Agreement is limited to the fees paid by the Client.

12
Governing Law

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Where the Client is located in the United Kingdom, the Agreement is also governed by the laws of England and Wales. Both parties submit to the non-exclusive jurisdiction of the courts of Ontario, and for UK-based Clients, the courts of England and Wales.

13
Dispute Resolution

Any dispute arising from this Agreement shall first be subject to good-faith negotiation between the parties. If unresolved within 30 days, disputes shall be submitted to mediation in Toronto, Ontario before proceeding to the courts of the Province of Ontario.

14
Termination

The Client may cancel Managed Services at any time, with no minimum term, no cancellation fee, and no notice period required. Cancellation takes effect at the end of the current billing month.

Effect of cancellation. Because EXFETCH owns and hosts the Digital Profile as part of Managed Services, cancellation results in the site being taken down. EXFETCH will not, under any circumstances, provide the Client with website files, source code, design assets, or any other build materials — whether upon cancellation, termination, or at any other point during or after this Agreement. The Client's domain (see Section 8) remains theirs and may be pointed elsewhere at their discretion.

EXFETCH may terminate this Agreement for non-payment, with notice, in which case the same effect described above applies.

14B
Case Study & Reference Rights

In connection with the Founding Program build fee of £0, the Client grants EXFETCH the right to use the Client's brand name, logo, site screenshots, and site URL as a reference and case study in EXFETCH's portfolio, proposals, and marketing materials. EXFETCH will not disclose the Client's specific pricing or the terms of this Agreement to any third party. This right survives termination of Managed Services.

15
Entire Agreement

This Agreement, together with the EXFETCH Terms of Service and Privacy Policy, constitutes the entire agreement between the parties for the Digital Profile service. No prior representations or understandings, verbal or written, shall modify this Agreement.

16
Signatures

By signing below, both parties agree to the terms of this Agreement.

EXFETCH — Provider
Authorized Signature
Sign here
Name & Title
Date
Client — Brand Owner
Authorized Signature
Sign here
Name & Title
Company & Date
Questions about this agreement
EXFETCH
Toronto · London
hello@exfetch.com
1 833 EXFETCH
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hello@exfetch.com
1 833 EXFETCH
Toronto · London