Terms of Service

Last updated: April 14, 2025  ·  Launch CRM Inc., Winnipeg, Manitoba

These Terms of Service ("Terms") govern the relationship between Launch CRM Inc. ("Launch CRM," "we," "us," or "our") and any individual or organization ("Client," "you," or "your") that engages our Salesforce consulting, implementation, custom development, training, or managed support services.

By signing a Statement of Work, service agreement, or proposal, or by otherwise engaging our services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization.

1. Services

Launch CRM provides Salesforce consulting and professional services as described in one or more Statements of Work ("SOW") or service agreements signed by both parties. Each SOW will describe the scope of services, deliverables, timeline, fees, and any other project-specific terms. In the event of a conflict between these Terms and a signed SOW, the SOW governs for that engagement.

We are a registered Salesforce Partner and operate in compliance with the Salesforce Partner Program Agreement. Our services are independent professional services and are not provided by, endorsed by, or guaranteed by Salesforce, Inc.

2. Client Responsibilities

Successful engagements depend on your active participation. You agree to:

• Provide timely access to your Salesforce organization, internal stakeholders, and relevant business information required to perform the services.
• Designate a primary point of contact with authority to make decisions on behalf of your organization.
• Review and approve deliverables within the timeframes specified in the SOW.
• Ensure your Salesforce licenses are active, appropriate for the work to be performed, and in good standing with Salesforce.
• Provide accurate and complete information. Delays or additional costs resulting from incomplete or inaccurate information provided by the Client are not the responsibility of Launch CRM.

3. Fees & Payment

Fees are set out in each SOW and may be structured as fixed-fee project engagements, time-and-materials, or monthly retainer arrangements.

• Invoicing: Invoices are issued per the schedule in the SOW. Fixed-fee projects are typically invoiced in installments: a deposit upon SOW execution, milestone payments during the project, and a final payment upon go-live or delivery.
• Payment terms: Invoices are due within fourteen (14) days of the invoice date unless otherwise specified in the SOW.
• Late payments: Overdue balances accrue interest at 1.5% per month (18% per annum) from the due date.
• Expenses: Pre-approved out-of-pocket expenses (travel, third-party licenses, tools) are billed at cost and are in addition to service fees.
• Taxes: All fees are exclusive of applicable taxes (GST, PST). Applicable taxes will be added to invoices.

4. Scope Changes

Any work outside the scope defined in a signed SOW constitutes a change in scope. Launch CRM will not proceed with out-of-scope work without a written change order signed by both parties. Change orders will specify the additional work, fees, and any impact to project timelines. Verbal approvals do not constitute authorization for scope changes.

5. Intellectual Property

Client data and configuration: All data, business processes, and Salesforce configurations belonging to the Client remain the property of the Client. Launch CRM does not claim any ownership over your Salesforce org or the data within it.

Custom deliverables: Upon receipt of full payment for an engagement, Launch CRM assigns to the Client all rights to custom code, flows, and configurations developed specifically for that Client under the applicable SOW.

Pre-existing materials: Launch CRM retains all rights to methodologies, frameworks, templates, tools, and general know-how developed independently of any client engagement. Where pre-existing materials are incorporated into client deliverables, Launch CRM grants the Client a non-exclusive, perpetual license to use those materials solely in connection with the delivered solution.

Salesforce platform: All Salesforce platform features, standard functionality, and AppExchange products are subject to Salesforce's own licensing and intellectual property terms. Launch CRM makes no representations regarding Salesforce's intellectual property.

6. Confidentiality

Each party agrees to hold the other's Confidential Information in strict confidence and to use it solely for the purpose of performing or receiving services under these Terms. "Confidential Information" includes business processes, financial information, customer data, technical specifications, and any other information designated as confidential or that reasonably should be understood to be confidential given the context.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was already known to the receiving party prior to disclosure; (c) is required to be disclosed by law or regulatory authority; or (d) is independently developed without reference to the Confidential Information.

These obligations survive termination of any engagement for a period of three (3) years.

7. Data Protection

Launch CRM handles personal information in accordance with our Privacy Policy and applicable Canadian privacy legislation, including PIPEDA. Where our services involve access to personal data held within your Salesforce organization, we act as a data processor on your behalf and process such data only as instructed.

You are responsible for ensuring that your use of Salesforce and engagement of our services complies with applicable privacy laws, including obtaining any necessary consents from individuals whose data is processed.

8. Warranties & Disclaimers

Launch CRM warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards for Salesforce consulting. We will re-perform any non-conforming services at no charge if notified in writing within thirty (30) days of delivery.

EXCEPT AS EXPRESSLY SET OUT ABOVE, LAUNCHCRM PROVIDES SERVICES "AS IS" AND MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT SALESFORCE OR ANY THIRD-PARTY PLATFORM WILL OPERATE WITHOUT INTERRUPTION OR ERROR.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LAUNCHCRM'S TOTAL LIABILITY TO THE CLIENT FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SOW — WHETHER IN CONTRACT, TORT, OR OTHERWISE — SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO LAUNCHCRM IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL LAUNCHCRM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Termination

For convenience: Either party may terminate an ongoing engagement by providing thirty (30) days' written notice. The Client remains responsible for fees for all work performed up to the effective termination date, plus any non-cancellable expenses already incurred.

For cause: Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of written notice.

Effect of termination: Upon termination, Launch CRM will promptly remove its access from your Salesforce organization and deliver any completed or partially completed deliverables. All outstanding fees become immediately due and payable.

11. Independent Contractor

Launch CRM operates as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties. Launch CRM personnel are not employees of the Client and are not entitled to Client benefits.

12. Governing Law & Dispute Resolution

These Terms are governed by the laws of the Province of Manitoba and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties agree to attempt to resolve any dispute through good-faith negotiation before initiating formal proceedings. Any legal action shall be brought in the courts of Winnipeg, Manitoba, and each party consents to that jurisdiction.

13. General

• Entire agreement: These Terms, together with any signed SOW, constitute the entire agreement between the parties and supersede all prior discussions and agreements relating to the subject matter.
• Amendments: We may update these Terms from time to time. We will notify active clients of material changes. Continued engagement with our services following notice constitutes acceptance.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision does not constitute a waiver of that provision.
• Assignment: The Client may not assign rights or obligations under these Terms without Launch CRM's prior written consent.

14. Contact Us

Questions about these Terms may be directed to: