Terms of service.

Last Updated: [Date]

Welcome to [Your Company Name] ("Company", "we", "our", "us"). These Terms and Conditions ("Terms") govern your access to and use of our website and services (collectively, the "Services"). By using our Services, you agree to be bound by these Terms. If you do not agree with these Terms, you may not use our Services.

1. Services

1.1 Scope of Work: The Company agrees to provide web design and related services as described in the project proposal or statement of work. Any additional work not specified will be subject to additional fees.

1.2 Client Responsibilities: The client agrees to provide all necessary materials, information, and feedback required for the successful completion of the project. Delays caused by the client's failure to provide these materials may result in a delay in project completion.

2. Fees and Payment

2.1 Fees: The fees for our services are as outlined in the proposal or invoice provided to the client. All fees are payable in Canadian Dollars (CAD) unless otherwise agreed.

2.2 Payment Terms: Payment is due according to the payment schedule outlined in the proposal or invoice. A deposit may be required before work commences, with the balance due upon project completion.

2.3 Late Payments: Any payment not received by the due date will be subject to a late fee of [Percentage]% per month on the outstanding balance. The Company reserves the right to suspend or terminate services until payment is made in full.

3. Intellectual Property

3.1 Ownership: Upon full payment, the client will own the final website design, excluding any third-party materials (e.g., stock images, and licensed software). The Company retains ownership of any preliminary work, concepts, and drafts.

3.2 License: The client grants the Company a non-exclusive, worldwide, royalty-free license to use the final website design and related materials for promotional purposes, including in portfolios and marketing materials.

3.3 Third-Party Materials: The client is responsible for obtaining the necessary licenses for any third-party materials used in the project. The Company will not be liable for any claims arising from the client's failure to secure these licenses.

4. Confidentiality

4.1 Confidential Information: Both parties agree to keep confidential any proprietary or confidential information disclosed during the project. This obligation will survive the termination of this agreement.

4.2 Exceptions: Confidential information does not include information that is publicly known, independently developed, or lawfully received from a third party.

5. **Warranties and Disclaimers**

5.1 Performance: The Company warrants that the Services will be performed in a professional and workmanlike manner. However, the Company does not warrant that the website will be error-free or uninterrupted.

5.2 Limitation of Liability: The Company’s liability to the client for any damages arising out of or related to the Services is limited to the total amount paid by the client. The Company will not be liable for any indirect, incidental, or consequential damages.

6. Termination

6.1 Termination by Client: The client may terminate this agreement at any time with written notice. In the event of termination, the client will be responsible for payment of all work completed up to the date of termination.

6.2 Termination by Company: The Company may terminate this agreement if the client fails to pay fees when due or breaches any material term of this agreement.

6.3 Effect of Termination: Upon termination, the Company will deliver any work completed up to the date of termination, provided that all outstanding payments have been made.

7. Governing Law

This agreement will be governed by and construed in accordance with the laws of the Province of [Province] and the federal laws of Canada applicable therein. Any disputes arising out of this agreement will be subject to the exclusive jurisdiction of the courts of [Province].

8. Changes to Terms

The Company reserves the right to modify these Terms at any time. Any changes will be effective immediately upon posting on our website. Your continued use of our Services constitutes your acceptance of the revised Terms.

9. Miscellaneous

9.1 Entire Agreement: These Terms constitute the entire agreement between the parties and supersede all prior agreements or understandings, whether written or oral.

9.2 Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

9.3 Assignment: The client may not assign this agreement without the prior written consent of the Company.

9.4 Contact Information: If you have any questions about these Terms, please contact us at [Email Address] or [Phone Number].

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Acceptance of Terms

By engaging with [Your Company Name] and using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.