Terms of Service

The Company agrees to perform the services described in the approved Proposal (the “Proposal”). The Proposal forms part of this Agreement.

Exclusions: Any feature, functionality, integration, or service not expressly described in the written Proposal is deemed excluded and is not included in the project scope.

Change Orders: Any request for additional features, structural revisions, functionality changes, integrations, or design modifications after approval shall constitute a “Change Order.” Change Orders must be approved in writing and will be billed at the Company’s standard hourly rate or a mutually agreed fixed fee. Change Orders may extend the project timeline.

Design System, Global Elements & Revision Policy

Global Design Elements: The website or software shall be built using a unified design system, including but not limited to:
• Header and navigation structure
• Footer layout
• Typography (fonts and font hierarchy)
• Color palette and color scheme
• Button, form, and table styles
• Spacing, grids, and layout framework
• Core visual components used consistently across the site
These elements are considered site-wide or global design components and apply uniformly across all pages or sections.

Approval of Global Design Elements: Approval of the initial demo or prototype constitutes acceptance of all Global Design Elements, including site-wide layout, typography, colors, and header/footer structure. Once approved, these elements are locked and shall apply consistently across all pages and sections. Any subsequent request to modify approved global design elements shall be treated as a Change Order and billed at the Company’s standard hourly rate or fixed fee, with potential timeline adjustments.

Page-Level Revisions: Each individual page includes up to two (2) revision rounds, unless otherwise specified in the Proposal. Page-level revisions apply only to that specific page’s content, layout, or minor styling adjustments. Page revisions DO NOT include changes to global design components (header, footer, typography, color palette, grids, or layout framework).

Structural or Directional Changes: Requests that substantially alter the approved design direction, including: Navigation structure or menu layout; Header or footer redesign; Typography system; Color scheme changes; Grid or layout framework adjustments; Site-wide UI component styling—shall not be considered revisions. Such requests constitute a new design phase and will require a Change Order and additional billing.

Client Materials & Web Compatibility: The Client is solely responsible for providing all images, media, text, logos, and other materials (“Client Materials”) used in the project. The Client warrants that all Client Materials:
• Are owned by the Client or properly licensed for use on the website
• Are in web-compatible formats (e.g., JPEG, PNG, SVG)
• Are of sufficient resolution and quality for display without distortion
• Do not contain unsupported features (e.g., transparency or layers that interfere with rendering)
• Are suitable for fast web loading and comply with web standards
The Company reserves the right to reject or request replacement of any Client Materials that are low-quality, incompatible, or unsuitable for the web. The Company shall not be responsible for design issues, errors, or project delays caused by poor-quality, incompatible, or non-standard Client Materials.

Feedback & Consolidation Requirement: The Client agrees to provide consolidated feedback for each revision round. Fragmented, multiple, or contradictory requests may be counted as additional revision rounds or billed separately at the Company’s discretion. Approval of the homepage or primary template shall constitute approval of the overall design direction, global design elements, and design system for the entire website or project.

Verbal requests or informal communications do not constitute approved scope changes.

The Client agrees to the following milestone-based payment structure unless otherwise specified in the Proposal:
• 30% Commencement Deposit — Due upon signing. Work will not begin until payment is received and cleared.
• 30% Milestone Payment — Due upon delivery and approval of the initial demo or prototype.
• 40% Final Payment — Due upon project completion.

Strict Delivery Policy
The Company will not release source files, source code, design files, administrative credentials, domain access, or deploy the project to any live environment until 100% of the total project amount has been paid in full and cleared.

All invoices are due within the timeframe stated. Late payments may result in project suspension without liability to the Company. Overdue amounts may accrue interest at 2% per month (24% annually) or the maximum permitted by law. All amounts are in Canadian Dollars (CAD) unless otherwise stated. Applicable taxes are the responsibility of the Client.

The initial 30% Commencement Deposit is strictly non-refundable.

The Client acknowledges that upon execution of this Agreement, the Company allocates internal resources, schedules personnel, and declines other business opportunities. Accordingly, the deposit shall be retained as liquidated damages and not as a penalty in the event of cancellation.

Kill Fee
If the Client cancels the project after work has commenced, the Client shall:
1. Forfeit the initial deposit; and
2. Pay for all work performed and hours incurred up to the date of cancellation, calculated at the Company’s standard hourly rate, regardless of milestone status.

If cancellation occurs after completion of any milestone phase, payment for that phase becomes immediately due and payable. All outstanding balances shall be payable within five (5) business days of cancellation.

Ownership Transfer: Upon receipt of full payment, ownership of the final approved design and custom-developed code transfers to the Client. The Company retains ownership of: Proprietary frameworks, Pre-existing code libraries, Internal systems and processes, Third-party licensed materials, Development tools and utilities.

Developer Attribution: The Company reserves the right to include a discreet footer credit (e.g., “Web Design by BetterBlue Studio”). The Client agrees not to remove or modify this attribution without a separate written agreement and payment of an Attribution Removal Fee.

Portfolio Rights: The Company may display the completed project in its portfolio, marketing materials, case studies, and promotional content.

Client Representations: The Client represents and warrants that all materials, content, trademarks, data, and media provided to the Company are owned by the Client or properly licensed. The Client has full legal authority to use and publish such materials.

Data Privacy & Regulatory Compliance: The Client is solely responsible for ensuring that the website complies with all applicable privacy, consumer protection, accessibility, and data protection laws, including but not limited to: Alberta Personal Information Protection Act (PIPA), PIPEDA (where applicable), and GDPR (if applicable).

The Company does not provide legal advice. The Client is responsible for: Providing a legally compliant Privacy Policy, Providing Terms of Service, Cookie consent compliance, and Data collection disclosures.

Indemnification: The Client agrees to indemnify, defend, and hold harmless BlueCoat Group LTD, its directors, and affiliates from and against any and all claims, damages, liabilities, losses, costs, and legal expenses arising from or related to content supplied by the Client, IP infringement, or modifications made by the Client or third parties.

The Client acknowledges that the Company does not own, operate, or control third-party providers, including hosting companies, domain registrars, payment processors, or plugins. The Company makes no warranties regarding third-party services.

The Company shall not be liable for: Server downtime, hosting outages, SSL renewal issues, DNS misconfiguration, cyberattacks, hacking, data loss on third-party servers, or API changes.

If the Client maintains its own hosting, the Client assumes full responsibility for server configuration, security hardening, and backups. Unless expressly stated, the Company provides no uptime guarantee or service-level agreement (SLA).

Migration Services: Any request to migrate the website after project completion shall be treated as a separate service and billed at the Company’s standard hourly rate.

90-Day Limited Bug-Fix Warranty: The Company provides a ninety (90) day limited warranty commencing on the date of Final Acceptance. This warranty covers reproducible programming errors that cause the delivered website or software to materially deviate from the agreed-upon scope in the Proposal.

Warranty Exclusions: This limited warranty does not cover: Client or third-party modifications, Plugin/theme updates, new features, content changes, or browser updates after delivery.

Browser & Device Compatibility: The Company warrants compatibility with the latest two (2) stable versions of major browsers (Chrome, Safari, Firefox, and Microsoft Edge) at the time of delivery.

Post-Warranty Support: After the 90-day warranty period, all support services shall be billed at the Company’s standard hourly rate or governed by a separate Maintenance Agreement.

If the Client fails to respond, provide required materials, or approve deliverables for a period of thirty (30) consecutive days, the project shall be deemed abandoned.

Feedback & Approval Timeline: The Client agrees to provide requested feedback or approvals within three (3) business days of request. Failure to provide timely feedback shall result in an automatic extension of deadlines and potential rescheduling based on the Company’s availability.

If a project is abandoned, the Company may terminate the Agreement and retain all payments made. Reactivation shall require payment of a Reactivation Fee.

Deployment to a live server or written confirmation of approval constitutes Final Acceptance. If the Client does not report material defects within seven (7) days of final delivery, the project shall be deemed accepted. Requests made after Final Acceptance shall be treated as maintenance or Change Orders.

To the fullest extent permitted by Alberta law: The Company’s total cumulative liability for any claim shall not exceed the total amount actually paid by the Client.

Under no circumstances shall the Company be liable for: Lost profits, lost business opportunities, business interruption, data loss, or indirect, incidental, consequential, special, or punitive damages. The Company makes no guarantee regarding revenue, traffic, SEO rankings, or commercial success.

The Company shall not be liable for delays or failure to perform resulting from events beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, internet outages, cyberattacks, or third-party service disruptions.

The Company may terminate this Agreement immediately for: Non-payment, Breach of contract, or Abusive or unlawful conduct. Upon termination, all outstanding balances become immediately due.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. Any legal proceedings shall be brought exclusively in the courts located in Edmonton, Alberta.