Terms of Service for DigiSphere Studio Inc.

1. Acceptance of Terms

These Terms take effect when you accept them through our backend system, confirm acceptance in writing, or use any of our Services. They remain in effect while you continue to use the Services unless terminated earlier under these Terms.

2. Services Provided

DigiSphere Studio Inc. provides Services including website development, website design, website hosting, technical support, and other IT or software development services. The scope, deliverables, timelines, and fees will be communicated during onboarding, through our website, or in a separate agreement.

3. Client Responsibilities

Content Provision: You are responsible for providing all text, images, logos, and other materials required for delivery in a timely manner and in the requested formats.

Legality of Content: You warrant that all content you provide is lawful and does not infringe third-party rights. We may refuse or remove content we reasonably consider unlawful or inappropriate.

Accuracy: You are responsible for the accuracy of the content you provide.

Access and Cooperation: You agree to provide the access to systems, accounts, and platforms reasonably required for us to perform the Services and to cooperate with our team.

Compliance: You are responsible for ensuring that your website, systems, and content comply with applicable laws, regulations, accessibility requirements, and data-protection obligations.

4. Payment Terms

Fees: Fees will be communicated during onboarding, through our website, or in a separate agreement. Unless stated otherwise, all fees are quoted in Canadian dollars.

Payment Schedule: Payments must be made according to the agreed schedule. Unless otherwise stated, a deposit is required before work begins, with the balance due on completion or as otherwise agreed.

Late Payments: Late payments may incur a fee of 1.5% per month on the outstanding balance or the maximum amount allowed by law, whichever is lower.

Service Fees: Recurring Services may be billed monthly or annually as agreed. Failure to pay may result in suspension or termination of the related Services.

5. Intellectual Property

Client Content: You retain ownership of content you provide. You grant us a non-exclusive, royalty-free licence to use, modify, and display it only as needed to provide the Services.

Developed Materials: Unless a separate written agreement states otherwise, custom code, designs, templates, software, documentation, and other deliverables we create remain our intellectual property. After full payment, you receive a non-exclusive, non-transferable, royalty-free licence to use them for your business. You may not resell, redistribute, sublicense, or transfer them without our written consent.

Domain Name: A domain name registered on your behalf belongs to you after full payment. We will assist with transfer on request.

Third-Party Materials: Third-party software, plugins, and assets may be subject to separate licence terms that you agree to follow.

6. Hosting Services

Uptime and Maintenance: We strive to provide reliable hosting but do not guarantee uninterrupted access. Maintenance and unforeseen technical issues may cause temporary downtime.

Backups: We perform regular backups for hosted websites, but you remain responsible for maintaining your own backups of critical data. We are not liable for data loss caused by hardware failure, cyberattacks, or other events outside the agreed service scope.

Acceptable Use: You may not use our hosting for unlawful activity, malware, spam, or content that infringes intellectual-property rights or applicable law. We may remove unlawful content and suspend or terminate affected Services.

Suspension or Termination: We may suspend or terminate hosting for non-payment, breach of these Terms, unlawful content, or resource use that materially affects other clients.

7. Cooperation with Judicial Authorities

When lawfully requested by a court, judicial authority, or law-enforcement agency, we may provide data or information related to your website or Services as permitted or required by law, including where prior notice is not permitted.

8. Responsibility for Client Content

You are responsible for ensuring that content hosted or developed on your behalf complies with applicable law. Claims or liabilities arising from your content remain your responsibility, subject to the indemnification provisions in Section 12.

9. Confidentiality

We will treat non-public information you provide as confidential and will disclose it only as needed to perform the Services, respond to a lawful request, or comply with the law.

10. Term and Termination

Term: These Terms remain in effect while you use the Services unless ended earlier under this section.

Termination by Client: You may terminate the Services by written notice and remain responsible for fees for work completed up to the termination date.

Termination by DigiSphere Studio Inc.: We may terminate for non-payment, breach, or another stated reason with reasonable notice. Subject to full payment of outstanding fees, we will provide access to your website files and data after termination.

11. Limitation of Liability

No Warranties: The Services are provided "as is" without express or implied warranties, including warranties of fitness for a particular purpose or non-infringement.

Liability Cap: To the maximum extent permitted by law, our total liability for a claim arising from these Terms or the Services will not exceed the amount you paid for the Services during the preceding six months.

No Consequential Damages: We are not liable for indirect, incidental, or consequential damages, including loss of profits, data, or business opportunities.

12. Indemnification

You agree to indemnify and hold harmless DigiSphere Studio Inc., its affiliates, and employees from claims, damages, or losses arising from your use of the Services, your content, your breach of these Terms, or legal issues relating to your content.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there. Disputes will first be addressed through negotiation and, if necessary, in the courts of Ontario.

14. Changes to Terms

We may update these Terms. The current version will be posted on our website, and we will provide reasonable notice of material changes. Continued use after notice constitutes acceptance. If you do not agree, you may terminate the Services under Section 10.

15. Contact Information

If you have questions about these Terms or the Services, contact us using the details below.