Terms and Conditions – Software House Canada

These Terms and Conditions (“Agreement”) govern the provision of services by Software House Canada (“Company” or “Contractor”) to the client (“Client”). By engaging Software House Canada for any services, the Client agrees to be bound by these Terms and Conditions.

1. DESCRIPTION OF THE SERVICES

The Contractor will provide website-related services to the Client, including but not limited to website design, web development, SEO, web hosting, domain registration, graphics, and design (the “Services”) in a professional and timely manner. All programming and documentation shall comply with standards currently employed by the Client.

The parties may modify the scope of the Services at any time through a written change order outlining the requested changes and any corresponding payment adjustments. Such changes become effective only when signed and dated by both parties.

Once the written contract is signed by both parties (Contractor and Client), the Client is fully responsible for the contract. As per the contracting document, Section 12, Clause (i) “Scope of Work – Scope of Work is specified as per Appendix A,” Appendix A is provided by the Contractor and does not require the Client’s signature. The Client remains responsible for reviewing and accepting the scope outlined therein.

If the Client disagrees with the scope of work, the Client must notify the Contractor in writing via email. Oral instructions or telephone discussions shall not be considered valid under these Terms and Conditions. The Client agrees to pay separate invoices for any work deemed out of scope as per Appendix A.

2. DESIGN TEAM

The Contractor shall use qualified personnel to perform the Services (“Design Team”). The Client acknowledges and agrees that the Contractor may engage developers, subcontractors, or team members located outside of Canada as required for proper project execution. Such engagement shall not affect the Contractor’s rights, obligations, or compensation.

The Contractor reserves the right to modify the Design Team at its discretion and will provide prior written notice with a reasonable explanation. Orientation of replacement personnel shall be at the Contractor’s expense.

Upon completion of website design, the Client agrees to review the website within two (2) weeks. After this period, the Contractor shall not be responsible for revisions or issues.

The Client confirms the originality and ownership of all provided text, images, and videos. The Contractor is not responsible for language quality, grammar, paragraph structure, or sentence accuracy of Client-provided content.

3. WEBSITE GO-LIVE, FILE TRANSFER TO CLIENT & SIGN-OFF

3.1 Go-Live and Support

Upon project completion within the agreed timeframe, the website will be deployed live to the Client’s domain (“go-live”). The Client agrees to project closure and sign-off at this stage.

Software House Canada provides 90 days of free support for unforeseen bug fixes related to the project. If the Client subscribes to the yearly maintenance plan (CAD $90/month), the Contractor will provide up to 3 hours of work per month. Unused hours do not roll over.

3.2 File Management

The Client acknowledges that the Contractor uses cPanel for uploading test and design files. cPanel does not maintain GitHub-style version control or upload logs. The Contractor shall not be responsible for the absence of version history or commit records.

3.3 File Transfer Methods

The Client agrees that the Contractor may transfer files using any method deemed appropriate, including GitHub, WeTransfer.com, email (ZIP files), USB drives, external hard drives, or other secure platforms. Requests for GitHub history or version tracking shall not constitute grounds for dispute or liability.

Large files may be transferred via WeTransfer.com, as GitHub supports file sizes of 25MB or less.

4. PAYMENTS

4.1 Fees and Renewals

The Client agrees to pay all fees as per the agreed payment schedule. The Client is responsible for timely renewal of domain and hosting services. The Contractor is not liable for service disruption due to Client inattention.

The Client agrees to:

A minimum CAD $200/year hosting renewal fee

A CAD $90/month website maintenance fee

Failure to make payments authorizes the Contractor to pursue collection through an agency. Email management services are billed separately on a monthly basis.

4.2 Termination Payments

If the Agreement is terminated for any reason, the Client agrees to pay for all completed services and billable hours up to the termination date as invoiced.

5. OWNERSHIP RIGHTS

5.1 Client Ownership

The Client retains ownership of proprietary information, source code, documentation, content, graphics, and domain names. Such materials shall be delivered upon request. The Contractor shall execute documents necessary to confirm Client ownership.

5.2 Server Usage

The Client acknowledges that the Contractor may use its own server for uploading test files, design files, CMS, or demonstrations.

6. CONTRACTOR’S OWNERSHIP RIGHTS AND LICENSE

The Services may include pre-existing programming code developed by the Contractor (“Contractor’s Prior Code”). The Contractor retains ownership of such code but grants the Client a perpetual, non-exclusive license to use it. A list of such files shall be provided upon project completion.

7. CONFIDENTIALITY

The Contractor shall not disclose or misuse Client proprietary or confidential information. This obligation survives termination. Upon termination, all related materials shall be returned to the Client. The Client may seek injunctive relief for breaches.

8. NON-SOLICITATION

Both parties agree not to solicit each other’s employees during the Agreement and for two (2) years following termination.

9. INDEPENDENT CONTRACTOR

The Contractor is an independent contractor. The Client bears no responsibility for payroll taxes or employment obligations. Proof of insurance shall be provided upon request.

10. PROMOTION

The Contractor shall not use the Client’s name, trademarks, or symbols without prior written consent.

11. WARRANTY – CLIENT

The Client warrants ownership or licensing of all materials provided and agrees to indemnify the Contractor from third-party claims related to such materials.

12. DISCLAIMER OF WARRANTIES

Except as expressly stated, all warranties—express or implied—are disclaimed, including implied warranties of merchantability or fitness for a particular purpose.

13. LIMITATION OF LIABILITY

Neither party shall be liable for indirect, incidental, consequential, or special damages, including loss of revenue or profits.

14. INDEMNITY

14.1

Each party shall indemnify the other against claims arising from material breaches. All completed work and billable hours must be paid in full regardless of file delivery or project status.

14.2

Upon termination, the Client must pay all invoiced amounts for completed work without dispute.

14.3

The Company may upload test files to its server for review and will transfer final files after deployment approval.

15. ASSIGNMENT

This Agreement may not be assigned without prior written consent.

16. TERMINATION

This Agreement terminates upon completion of Services, subject to payment for services rendered.

17. DEFAULT AND TERMINATION

A defaulting party has 14 business days to cure after written notice. Failure results in automatic termination. All completed work remains payable in full.

18. TAXES

The Client is responsible for applicable taxes unless a valid exemption certificate is provided.

19. SEVERABILITY

Invalid provisions shall not affect the enforceability of remaining provisions.

20. GOVERNING LAW

This Agreement is governed by the laws of the Province of Alberta, Canada, with exclusive jurisdiction therein.

21. COMPLETE CONTRACT / AMENDMENT

This Agreement constitutes the entire agreement and may only be amended in writing signed by both parties.

22. SIGNATORIES

Once the Client authorizes Software House Canada to commence work—whether orally or in writing—this Agreement is deemed accepted and effective immediately.