Company Name: Veridian Solutions (sole proprietorship)
Effective Date: August 18, 2025
Last Updated: August 18, 2025
Contact: [email protected] ,#401-1416 Harwood St Vancouver , B.C. Canada ,V6G 1X5, 604-764-9845.
1. AGREEMENT
1.1 These Terms of Service (the “Terms”) govern access to and use of the Veridian Solutions website, account portal, and SMS lead reactivation services (together, the “Services”). By registering an account, placing an order, or using the Services, the entity you represent (“Client”, “you”, “your”) agrees to these Terms.
1.2 If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not agree, do not use the Services.
2. SERVICES; ROLES
2.1 Service Description. Veridian will, on Client’s instructions, send SMS messages to Client-provided phone numbers to help reactivate Leads and book sales calls/appointments. Veridian does not guarantee response rates, conversions, or specific business outcomes.
2.2 Roles. For Client account, billing, and Website data, Veridian is the controller. For Client-provided Lead data, Veridian acts solely as a processor/service provider on Client’s documented instructions.
3. ACCOUNTS; ORDERS; SUPPORT
3.1 Registration. Client must provide accurate business and billing information and keep it current. Client is responsible for maintaining the confidentiality of its credentials and for all activity under its account.
3.2 Orders. Orders may be placed via the Website or a written order form (each, an “Order”). Orders specify plan, volume, pricing, and term. In the event of conflict, the Order prevails over these Terms for the subject matter of that Order.
3.3 Support. Veridian provides reasonable business-hours support by email. Premium or custom support may be available for additional fees.
4. CLIENT LISTS; CONSENTS; CASL COMPLIANCE
4.1 Client Responsibilities. Client is solely responsible for:
(a) obtaining and maintaining valid consent (express or implied, as applicable) for each Lead prior to any messaging;
(b) ensuring required sender identification appears in each message or in an accessible manner as required by CASL;
(c) providing a functional unsubscribe/opt-out mechanism (e.g., “STOP”) and honouring opt-out requests within the timelines required by law; and
(d) maintaining and supplying accurate Suppression Lists to Veridian and promptly updating them.
4.2 Veridian Responsibilities. Veridian will implement the identification and unsubscribe mechanism provided by Client, will process opt-out requests received via the mechanism it operates on Client’s behalf, and will apply associated numbers to a Suppression List for that Client’s campaigns conducted through Veridian.
4.3 Records. Client must maintain records of consent and unsubscribe requests and provide evidence promptly upon Veridian’s reasonable request (e.g., to investigate a complaint).
4.4 Prohibited Lists. Client must not upload lists obtained by address-harvesting or purchased lists lacking appropriate consents, nor any list that would violate CASL, privacy laws, or telecommunications rules.
5. MESSAGING RULES; OPERATIONAL CONTROLS
5.1 Client Instructions. Veridian will process Lead data and send messages solely on the basis of Client’s documented instructions (including content, cadence, timing windows, and any geographic or do-not-message rules).
5.2 Unsubscribe. Client authorises Veridian to implement and action the “STOP” or functionally equivalent opt-out mechanism. Client acknowledges that all opt-out requests must be honoured within the legally required timeframe.
5.3 Content Standards. Messages must be truthful, not misleading, and must comply with all applicable laws. Client must not instruct Veridian to send illegal, harmful, discriminatory, or deceptive content.
5.4 Carrier and Filtering. Delivery of SMS messages may be subject to carrier filtering, throttling, or outages. Veridian is not liable for carrier or network issues outside its reasonable control.
6. SUPPRESSION LISTS AND DO-NOT-CONTACT
6.1 Client will provide its current Suppression Lists and update them promptly. Veridian will not knowingly message numbers on a Suppression List and will maintain reasonable operational controls to prevent such messaging.
6.2 If a number is flagged as opted-out or do-not-contact, Client will not re-add or re-message that number through Veridian unless lawfully permitted (and then only if Client has documented the lawful basis).
7. PROHIBITED DATA AND ACCEPTABLE USE
7.1 Client must not upload: (a) children’s data; (b) special categories of data or sensitive medical/financial records unless expressly agreed in writing; (c) data that infringes third-party rights; or (d) malware or code that could harm the Services.
7.2 Client is responsible for its users’ compliance with these Terms and with all applicable laws and industry rules.
8. FEES; TAXES; PAYMENT
8.1 Client will pay the fees set out in the Order. Unless otherwise stated, fees are in Canadian dollars and exclude applicable taxes.
8.2 Invoices are due as stated on the Order. Late amounts may accrue interest at 1.5% per month (18% per annum) or the maximum permitted by law, whichever is lower. Client is responsible for reasonable collection costs.
8.3 Usage. If usage exceeds the plan’s included volume, overage fees apply at the then-current rates.
8.4 Non-Refundable. Except as expressly stated, fees are non-refundable.
9. SERVICE AVAILABILITY; CHANGES
9.1 Veridian will use commercially reasonable efforts to provide the Services. Scheduled maintenance will be communicated when practicable.
9.2 Veridian may modify features that do not materially reduce the overall functionality. For material changes, Veridian will provide notice and, if the change materially and adversely affects Client, Client may terminate the affected Order on written notice within 30 days of notice of the change.
10. DATA PROTECTION AND SECURITY
10.1 Veridian will implement safeguards appropriate to the sensitivity of the information processed and will maintain an incident response process. On becoming aware of an incident affecting Client data, Veridian will notify Client without undue delay and provide information reasonably available.
10.2 Cross-Border Processing. Personal Information may be processed or stored outside Canada and may be subject to lawful access by foreign authorities. Veridian will use appropriate contractual and technical measures in the circumstances.
11. DATA PROCESSING TERMS
11.1 Processor Role. For Client-provided Lead data, Veridian acts as processor/service provider and will:
(a) process only on documented instructions from Client;
(b) maintain confidentiality commitments with personnel and subprocessors;
(c) implement reasonable security measures;
(d) assist Client with data subject requests and legal compliance in a manner proportionate to the Services and fees; and
(e) delete or return Lead data upon termination or written request, subject to lawful retention.
11.2 Subprocessors. Veridian may engage subprocessors (e.g., hosting, SMS gateways) and will remain responsible for their performance. Information about current subprocessors is available on request.
11.3 Québec Law 25. Where Québec law applies to the Personal Information processed, the parties will cooperate to conduct any required privacy impact assessments and to implement required safeguards for interprovincial or international disclosures.
12. CONFIDENTIALITY
12.1 Each party will protect the other party’s non-public information using at least the same care it uses to protect its own similar information, and not less than reasonable care, and will use it only for the purposes of performing under these Terms.
13. INTELLECTUAL PROPERTY; LICENCE; FEEDBACK
13.1 Veridian IP. Veridian and its licensors retain all right, title, and interest in and to the Services, software, and documentation.
13.2 Client Content. Client grants Veridian a non-exclusive, worldwide, royalty-free licence to host, process, transmit, and display Client-provided content and Lead data solely to provide the Services and comply with law.
13.3 Feedback. Client grants Veridian a royalty-free, perpetual licence to use feedback for Service improvement, provided no Client Confidential Information is disclosed.
14. THIRD-PARTY SERVICES
14.1 The Services may interoperate with third-party services (e.g., carriers, gateways). Veridian is not responsible for third-party services’ acts or omissions.
15. WARRANTIES AND DISCLAIMERS
15.1 Mutual Warranties. Each party represents it has the authority to enter into these Terms.
15.2 Client Warranties. Client represents and warrants that: (a) it has obtained all consents and has all rights necessary to provide Lead data and to instruct messaging; (b) its content and instructions will comply with all laws; and (c) it will not direct messaging to numbers on Suppression Lists.
15.3 Disclaimer. Except as expressly stated, the Services are provided “as is” and “as available” without warranties or conditions of any kind, whether express, implied, statutory, or otherwise, including merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation.
16. INDEMNITIES
16.1 Client will defend, indemnify, and hold harmless Veridian and its personnel from and against claims, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) Client’s or its users’ violation of CASL, privacy laws, telecommunications rules, or these Terms; (b) Client’s content, Lead data, or instructions; or (c) alleged lack of consent or failure to honour unsubscribe or Suppression Lists.
16.2 Veridian will defend Client against third-party claims alleging that the Services, as provided by Veridian and used by Client in accordance with these Terms, infringe a Canadian patent, copyright, or trade-mark, and will pay damages finally awarded or agreed in settlement, except where the claim arises from Client content, combinations not provided by Veridian, misuse, or Client’s failure to use updates. If an infringement claim arises, Veridian may modify the Services, procure rights, or terminate the affected Order with a pro rata refund of prepaid fees.
17. LIMITATION OF LIABILITY
17.1 Exclusion. Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, or data, even if advised of the possibility.
17.2 Cap. Each party’s total aggregate liability arising from or related to the Services or these Terms will not exceed the amounts paid or payable by Client to Veridian for the Services giving rise to the claim in the twelve (12) months preceding the event giving rise to liability.
17.3 Notwithstanding the foregoing, the above limitations do not apply to Client’s payment obligations, breach of confidentiality, or indemnity obligations.
18. TERM; SUSPENSION; TERMINATION
18.1 Term. These Terms commence on the Effective Date and continue until all Orders have expired or been terminated.
18.2 Suspension. Veridian may suspend the Services immediately upon notice if: (a) Client is in material breach (including non-payment); (b) necessary to prevent harm or comply with law; or (c) there is suspected unauthorised access or security risk.
18.3 Termination for Cause. Either party may terminate an Order or these Terms for material breach not cured within thirty (30) days after written notice.
18.4 Effect of Termination. Upon termination, Client will pay any outstanding fees. Veridian will delete or return Client Lead data in accordance with Section 11 and our Privacy Policy. Sections that by their nature should survive (including fees, confidentiality, IP, indemnities, limitations of liability, and governing law) will survive.
19. PRIVACY
19.1 The Privacy Policy forms part of these Terms. Required Statement: We do not share personal information with third parties or affiliates for marketing or promotional purposes.
20. GOVERNING LAW; DISPUTE RESOLUTION
20.1 These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of laws rules.
20.2 The parties submit to the exclusive jurisdiction of the courts located in Vancouver, British Columbia. Each party waives any objection to venue or forum.
21. FORCE MAJEURE
21.1 Neither party is liable for delays or failures caused by events beyond its reasonable control, including acts of God, labour disputes, utility failures, carrier issues, denial-of-service attacks, or governmental action, provided the affected party uses reasonable efforts to mitigate and resume performance.
22. ASSIGNMENT
22.1 Client may not assign these Terms or any Order without Veridian’s prior written consent, not to be unreasonably withheld. Veridian may assign to a successor in interest or in connection with a reorganisation or sale of its business.
23. NOTICES
23.1 Notices under these Terms must be in writing and delivered by email to the contacts on the Order or to such other address notified in writing. Notices are deemed received when sent, if sent during business hours on a business day at the recipient’s location; otherwise, on the next business day.
24. CHANGES TO TERMS
24.1 Veridian may update these Terms from time to time. Material changes will be notified through the Website or by email to the account owner and will take effect on the “Last Updated” date. Continued use of the Services after the effective date constitutes acceptance.
25. ENTIRE AGREEMENT; ORDER OF PRECEDENCE; SEVERABILITY
25.1 These Terms, together with any Orders and any data processing terms referenced herein, constitute the entire agreement between the parties and supersede prior agreements on the subject matter.
25.2 In case of conflict, the following order of precedence applies: (1) the Order; (2) any data processing addendum executed by the parties; (3) these Terms; (4) any documentation referenced herein.
25.3 If any provision is found unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remaining provisions will remain in full force and effect.
26. NO PARTNERSHIP
26.1 The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.
27. PUBLICITY
27.1 Veridian may identify Client by name and logo as a customer in marketing materials, subject to Client’s right to opt out by written notice. Any case study or use of Client marks beyond identification requires Client’s prior written approval.
28. E-SIGNATURES; COUNTERPARTS
28.1 The parties agree to the use of electronic signatures and records. Orders may be executed in counterparts and delivered electronically.