These Terms and Conditions govern your use of the Digitalizers Inc. website and outline the general terms that apply to website and software development services provided by Digitalizers Inc. (the "Developer"). By using this website or engaging our services, you (the "Client") agree to the terms below. Specific projects may be governed by an additional signed agreement, which takes precedence over these general terms where applicable.
Services
The Developer provides website development, custom software development, mobile app development, and related digital services as established in the project proposal, statement of work, order, or other written confirmation. This also includes engagements where the Client hires the Developer to maintain, support, or make changes to software or a website that was not originally built by the Developer.
Maintenance and Support Engagements
Where the Developer is engaged to maintain, support, or make changes to an existing website or software application that the Developer did not originally build, the Developer is not responsible for pre-existing bugs, architectural limitations, security vulnerabilities, or third-party dependencies present in that codebase prior to the engagement. The Client is responsible for providing timely and sufficient access to the relevant code, hosting environment, and documentation needed to perform the requested work. The scope of maintenance work is limited to what is agreed upon in writing or through the project proposal; larger changes or new feature requests may be billed separately as a new project.
Fees
Depending on the nature of the engagement, the Client will pay either a one-time project fee, a monthly or yearly package fee, or an hourly/retainer fee for ongoing maintenance and support work, as outlined in the project proposal.
Project Delivery
The Developer will make reasonable efforts to complete and deliver projects within the timeline agreed upon with the Client. Maintenance and support requests are addressed according to the response times agreed upon for that engagement.
Client Responsibilities
The Client will provide the necessary materials, access, and timely feedback needed for the development, maintenance, or support process, through the provided form, email, or other agreed-upon channel.
Client Domain Responsibility
If the Client's domain is registered or managed under their own account or a third-party registrar, the Client is solely responsible for maintaining, renewing, and canceling that domain. The Developer is not liable for expired, lost, or transferred domains due to non-renewal, administrative errors, or failure to act by the Client. Should the domain expire or be purchased by another party, the Developer will not be responsible for recovering or replacing it.
Intellectual Property Ownership
For websites, software, applications, or other digital products developed by the Developer, including any underlying frameworks, libraries, reusable components, modules, tools, templates, scripts, code, processes, or other intellectual property developed or owned by the Developer, the Developer retains all right, title, and interest in such intellectual property. Upon receipt of full payment, the Client is granted a non-exclusive, non-transferable license to use the completed deliverable for the Client's own business purposes, subject to the terms of this Agreement.
Unless expressly agreed otherwise in writing, the Client does not acquire ownership of the Developer's underlying source code, frameworks, libraries, reusable components, development tools, or other intellectual property used to create or operate the deliverable.
For maintenance, support, updates, or modifications performed on a website, software, or application that is owned by the Client or was originally developed by a third party, the Developer does not claim ownership of the Client's or third party's pre-existing code, content, data, or intellectual property. The Developer retains ownership of any code, scripts, tools, libraries, frameworks, components, processes, or other intellectual property that it independently develops or contributes during the engagement, except where otherwise expressly agreed in writing.
Third-party software, open-source software, APIs, libraries, plugins, fonts, and other third-party materials remain subject to their respective licenses and ownership rights.
Confidentiality
Both parties agree to maintain the confidentiality of any proprietary information obtained during the project.
Domain Registration
Unless the Client already owns a domain for the project (see Client-Owned Domains below), the Developer registers and retains ownership of the website domain under its own name. This is separate from the intellectual property in the website or software itself, described above: the Client is granted use of the domain for as long as they remain on an active service agreement with the Developer, but the domain registration itself belongs to the Developer, not the Client. If the Client wishes to own the domain outright, the Client should register the domain under their own account before the project begins, or request a transfer of ownership, which may be subject to a fee.
Payment Terms
Monthly or yearly fees are charged on the same day the Client originally signed up, via Stripe, bank transfer, void cheque, or wire transfer. In case of failed payments, the Developer reserves the right to suspend or disable the website after 7 days of non-payment. The Developer reserves the right to modify the pricing for monthly services at any time, at its discretion. Should such a modification occur, the Client will be provided with at least 30 days' notice prior to the new pricing taking effect.
Limitation of Liability
To the maximum extent permitted by applicable law, the Developer's total liability for any claim arising out of or relating to the services provided shall not exceed the total amount paid by the Client to the Developer for the specific project or service giving rise to the claim.
The Developer shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, revenue, data, or business opportunities, to the maximum extent permitted by applicable law.
Client Content
The Client is responsible for ensuring that all content submitted for use on their website does not infringe on any third-party rights and complies with applicable laws. The Developer assumes no liability for copyright infringement, unlawful content, or the consequences of publishing any material provided by the Client.
Ongoing Package Maintenance
For Clients on a monthly or yearly package, the fee includes routine hosting and minor updates to the website or software the Developer built. Major updates, redesigns, or new features are subject to additional charges and require a separate agreement.
Suspension of Services
The Developer reserves the right to suspend services if the Client engages in abusive, illegal, or unethical conduct, or fails to cooperate with the website development process.
Termination
The Client may terminate a monthly or yearly package at any time by providing written notice to the Developer. The Developer may terminate an engagement for non-payment, abusive or illegal conduct, or the Client's failure to cooperate with the development or maintenance process, as described under Suspension of Services above.
Termination does not relieve the Client of the obligation to pay for services already rendered or work already completed, and any outstanding invoices remain payable.
Upon termination, hosting and any related services provided by the Developer will be discontinued; the Developer is not obligated to maintain the website or software after the termination date. Domains and DNS remain under the ownership and control of whichever party holds the registrar account, regardless of termination. The Client's content and data will be made available for export for 30 days following termination, after which the Developer may delete it in accordance with the Data Removal section below.
Termination does not, by itself, entitle the Client to a refund of any prepaid fees. Prepaid fees are non-refundable except as set out in the Refund Policy below or as otherwise agreed in writing.
Refund Policy
Due to the custom nature of our work, all fees are non-refundable once development has commenced, unless otherwise stated in writing.
Website Security and Backups
The Developer may provide security and backup solutions, but is not liable for breaches, hacks, or data loss unless covered by a separate agreement.
Media & Fonts
The Client must ensure they have the right to use all images, fonts, and other assets they provide. The Developer is not liable for licensing issues arising from Client-supplied materials.
Communication
All project communication must occur via email or the agreed-upon project management tool. The Developer is not responsible for missed requests or feedback sent through other platforms (e.g., social media, SMS). The timeline depends on the Client providing timely content, feedback, and approvals; delays in communication may result in extended delivery timelines.
Portfolio Rights
The Developer reserves the right to display the completed website and design elements in its portfolio or marketing materials unless the Client requests otherwise in writing.
Hosting Services
Hosting provided by the Developer includes standard uptime, bandwidth, and support. Excessive resource usage or abuse may result in suspension or migration suggestions.
SEO and Other Services
Basic SEO setup (e.g., metadata, sitemap) may be included. Ongoing SEO strategy, keyword research, and analytics services are not included unless specifically agreed upon. Services such as branding, advertising, copywriting, or third-party integrations are not included in the standard packages and may be provided at additional cost.
Service Packages and Usage Limits
The Developer offers different service packages (Starter, Business, Ultimate) with specific features and limitations as described on our website or sales materials. Monthly content updates, page limits, product uploads, and support requests are subject to fair use based on the selected package. Excessive or abusive usage may require an upgrade or result in additional charges.
Client-Owned Domains
If the Client already owns a domain and wishes to use it for the project, the Client agrees to provide the Developer with the administrative or delegated access reasonably required (such as domain registrar access, DNS control, or a collaborator/delegate account), using delegated or collaborator access instead of shared login credentials wherever the registrar supports it, sufficient for the Developer to perform the required setup and configuration. The Developer will take reasonable care when handling the Client's domain but is not responsible for any pre-existing issues, registrar limitations, or domain-related interruptions that arise due to incorrect or incomplete access. The Client retains full ownership of the domain unless otherwise agreed in writing.
Third-Party Platforms and Services
If the Client uses third-party website-building platforms or services (e.g., Shopify, Wix, WordPress) in conjunction with our development services, the Client is responsible for informing the Developer if their subscription with those platforms is canceled. Some website functionality may rely on third-party services, plugins, or APIs, and the Developer is not responsible for interruptions, service changes, or cancellations of these third-party services.
Data Removal
Upon termination, the Developer may remove all client data, websites, and associated services from the hosting environment after 30 days unless otherwise agreed in writing. The Developer is not responsible for data loss after removal.
Governing Law
These Terms and Conditions are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
Changes to These Terms
Digitalizers Inc. may update these Terms and Conditions from time to time. For visitors to our website, continued use after changes are posted constitutes acceptance of the revised terms. For existing clients under a signed agreement, any such updates apply to future engagements or orders only, unless otherwise agreed in writing.
Contact Us
If you have any questions about these Terms and Conditions, please contact us at info@digitalizers.ca.