Legal Agreement | Standard Terms and Conditions
Our primary objective is to surpass your expectations by delivering top-tier consulting, development, and marketing subscription services to our clients. If, for any reason, you find our work, product(s), or marketing subscription(s) to be unsatisfactory, we encourage you to notify us promptly. We are committed to addressing any issue(s) within our control to ensure your complete satisfaction.
It’s essential to understand that, for online marketing and advertising campaigns, we do not guarantee specific results in the online realm or search engine results. This lack of guarantee arises from the fact that we do not have control over search engines or user behaviors related to your offerings, products, services, or solutions. If you have any inquiries or concerns, please feel free to reach out to us before making a payment for our services.
Every time you make a payment on an invoice, the current version of these terms and conditions becomes applicable. We advise you to check the date of our most recent update to these terms and conditions and review any changes that may have occurred since your last payment. All invoices reference these terms and conditions and include the URL to this page. While most changes are likely to be minor, we reserve the right to, at any time and without prior notice, supplement, update, amend, or modify these terms. This can be accomplished simply by publishing a new version on this page. Any such addition, update, or change will take effect immediately upon publication and the updating of this page.
Ownership of Work Product and Intellectual Property: During the course of delivering products and services to the Customer, the Company may document, record, and notate meetings conducted with or on behalf of the Customer. It’s vital to understand that the Company retains complete ownership of all work product and deliverables, including Intellectual Property rights, copyrights, design rights, and know-how for any products or services delivered under related invoices, as well as any intellectual property developed during the service provision. This includes but is not limited to source code, object code, software, methods of operation, processes, aesthetic aspects, sub-systems, and marketing strategies, all of which are considered proprietary materials containing valuable trade secrets. The Customer acknowledges and agrees that all Intellectual Property Rights to the products are exclusively owned by the Company, subject to any licensing agreements with third parties. Furthermore, the Company also retains ownership of any improvements, enhancements, and derivative works of its deliverables and services, and the Customer, as well as the Customer’s employees and independent contractors, assigns all rights in and to such deliverables and intellectual property to the Company.
Reservation of Rights and Restrictions: The Company reserves all rights not expressly granted to the Customer. Unless expressly authorized in writing by the Company, the Customer is restricted from selling, renting, leasing, sublicensing, distributing, transferring, copying, reproducing, displaying, modifying, or time-sharing any deliverables. This reinforces the Company’s exclusive rights and control over the products and services it provides, safeguarding its proprietary and valuable intellectual property.
B. Billing and Invoicing General Terms and Conditions
Parties: This contract involves two parties: DBG Peak Websites Inc., hereinafter referred to as the “Company” or “Contractor,” and the “Customer.”
Communication: Throughout this contract, electronic and email communication shall be considered equivalent to written notice in all interactions with the Company.
Invoicing and Payment: Invoices issued by the Company are subject to the following terms and conditions. Invoices are to be paid in full on the date of issue, unless otherwise specified. While the Company may, as a courtesy, accept deposits or arrange payment schedules, this does not waive the Customer’s responsibility for the full invoice balance. By making payment on an invoice, the Customer acknowledges and accepts the terms and conditions outlined herein. Typically, refunds will not be provided, as our work commences promptly upon payment receipt. The invoice serves as the written agreement, representing the mutually agreed-upon project scope. Any changes or additions beyond the defined scope will result in additional billing charges. The invoice becomes effective on the date of issuance by the Company and remains in effect until the full balance is settled. Payment will be made in the currency specified in the invoice.
Payment Due Date: Invoices are due in full upon issuance. The Customer is required to remit payment on or before the due date indicated in the invoice. In the event of late payment, a monthly interest charge of 1.5% will be applied to outstanding balances after 30 days.
Cancellation: Please be aware that software development and website design projects are non-cancelable once the initial payment or deposit is made. In cases of project cancellation or postponement, all payments made to the Company will be retained, and the full invoice balance will remain due without exception. For recurring subscriptions lasting two or more consecutive months, a written notice of cancellation, provided at least 30 days in advance, is required. This notice may be sent via email and is deemed acceptable.
Ownership and Usage: The Company exclusively retains all copyrights to its original work products, including but not limited to software source code, custom website code, content, images, designs, and any other work products provided or produced by the Company. The Customer is expressly prohibited from engaging in any of the following actions: selling, renting, leasing, sublicensing, distributing, transferring, copying, reproducing, displaying, modifying, or time-sharing any such work product.
Late Payment: In the event that payment is not received on the specified due date, the Company reserves the right to:
- Suspend any services provided under the invoice.
- Impose an initial late fee of $75.00.
- Charge interest on the unpaid balance at the highest rate permitted by law.
- Recover all costs and fees associated with the collection of unpaid invoices, which may include reasonable attorney’s fees, court costs, and related damages. This provision remains in effect irrespective of the existence of any primary or secondary written agreement.
General Rights: The Company explicitly reserves all rights that are not expressly granted to the Customer within the confines of this contract.
C. Communication Policies and Availability
Regular Business Hours: The Company operates during standard business hours, which are from 9:00 AM to 5:00 PM Pacific Standard Time (PST), Monday through Friday. During these hours, non-emergency communication channels, such as email, phone calls, and text messages, are open for Customer inquiries and support.
Emergency Contact: In the case of a genuine emergency outside of regular business hours, the Company remains available to assist. For emergency situations, Customers can reach us at the Main Support Number: 778-587-9220. Emergency support is available beyond regular business hours and will be billed at the standard emergency rate of $125.
Non-Emergency Communication: For non-emergency inquiries or requests, whether via email, phone, or text, the Company aims to provide prompt responses. Typically, non-emergency communications will be addressed on the same day, often within the hour. Please allow a maximum of 48 hours for a response, taking into consideration the Company’s commitment to provide the best possible service during regular business hours.
D. Research, Analysis, Setup Fees, Service, and Digital Marketing
Due to the nature of these services, upfront payment in full is required before services are rendered or work product is released. No refunds are given for any of these setup, research, analysis, marketing, setup, and/or service fees paid to Company. Digital advertising is provided as a recurring product and service, involving the setup and ongoing connections to various third-party providers for audience targeting and campaign deployment. These third-party platforms may include but are not limited to Google Ads, Google Display Network, Facebook Ads, Instagram Ads, and others. Instead of mandating a minimum time commitment, the Company charges a one-time setup fee to account for the extensive setup required for digital advertising campaigns. Setup fees are non-refundable.
E. Consulting Services
Payments for all consulting services are non-refundable without exception. Consulting services provide immense value in the knowledge, advice, trade secrets, methods, strategies, tactics and other valuable considerations provided by us in and through the consultative process. Because of the nature of these services we do not provide refunds on any payments made on any invoice for consulting services by Company.
F. Search Engine Optimization (SEO) Services
Monthly SEO Services: The Customer (“Customer”) engages DBG Peak Websites Inc. (“Company”) to execute monthly Search Engine Optimization (SEO) services for the purpose of improving the online visibility and search engine ranking of the Customer’s digital assets.
Payment: Payment for monthly SEO services shall be made by the Customer prior to the commencement of each service month. The monthly fee is specified in the applicable invoice and must be paid in full to ensure the continuation of services.
Cancellation: In the event that the Customer wishes to cancel the SEO services, a 30-day written notice is required. Notice of cancellation may be sent by email to [Email Address]. The Customer is responsible for payment for services provided during the notice period.
Guarantees and Search Engines, Third-Parties: The Customer acknowledges and agrees that SEO results are influenced by various external factors, including search engine algorithms, policies, and third-party websites. The Company cannot guarantee specific search engine rankings, placement, or performance outcomes. Additionally, the Company has no control over the actions, algorithms, or decisions of search engines and other third parties. Changes in search engine algorithms or policies may impact SEO strategies and results, and while the Company will adapt to such changes, they remain beyond the Company’s control.
G. Software Development/Web Design
Nature of Software and Website Development Projects: Customer acknowledges that software and website development projects are not fixed-price projects. The estimate of development and design hours in the invoice is a “BEST ESTIMATE.” If the actual time spent by the Company exceeds the estimate, the Customer will be invoiced for the additional hours at the standard hourly rate.
Payment and Deposit: Invoices are due in full once issued. Payments made in increments are considered a courtesy to the client and are non-refundable. If a project is canceled or postponed, all payments are retained by the Company, and the full invoice balance remains due without exception.
Copyright and Intellectual Property: The Company exclusively owns the copyright on its intellectual property, including software source code, custom website code, content, images, designs, and other work product. The Customer acknowledges that the products and intellectual property owned by the Company contain valuable trade secrets and proprietary information.
Ownership of Website: For website development projects, ownership of the website passes to the Customer once the full invoice balance is paid, subject to third-party licenses for technology and code. The Customer can choose to have the Company continue to host the website or migrate it to a third-party web host for a fee.
Flexibility and Changes in Projects: Development projects often involve evolving ideas, iterations, and changes. The estimated time provided in the invoice is a good faith estimate and not a guarantee. Requests for changes or revisions to the project after development has started will incur additional charges at the standard hourly rate. The Company will notify the Customer of the need for additional billing and seek approval before continuing with additional work.
H. Hosting (Websites and Applications)
Hosting Subscription Services: Hosting subscription services are considered recurring subscription services. Payments for previous months of any hosting services are non-refundable without exception. Cancellation of hosting accounts requires a minimum of 30 days written notice, or a $250.00 early termination/cancellation fee may be imposed at the sole discretion of the Company. Hosting accounts are established upon order and are allocated specific MONTHLY server resources based on the purchased plan. Payment is still due for hosting accounts even if the client did not utilize the account.
Domain Hosting Services: Domain hosting services may be suspended or terminated by the Company if a hosting account invoice is not paid on time. The Company may also take such action if, in its sole discretion, it believes that the hosting account and server resources are being used for sending spam email. If the hosted domain is flagged by ISPs or other 3rd parties for suspicious email sending practices, it can lead to suspension or termination. Sending spam email is taken seriously and can harm both the Company’s and the Customer’s reputation, domains, and brand assets. The Company reserves the right to disable and/or terminate a user’s account if they are found in violation of these terms and conditions, state or federal laws, or if they fail to provide proper written notice of cancellation. Accounts terminated due to policy, terms, or legal violations will not be refunded. Failure to pay final balances upon cancellation and/or the cancellation fee constitutes violations of these terms and conditions.
Payment for Hosting Services: The hosting subscription services, once initiated, are considered recurring. All payments for previous months’ hosting services are non-refundable, without exception. To cancel a hosting account, the Customer is required to provide a written notice of at least 30 days, or they may be subject to a $250.00 early termination/cancellation fee at the sole discretion of the Company. Hosting accounts are established upon order, with an allocation of specific MONTHLY server resources based on the purchased plan. It is important to note that payment for hosting services is due even if the client did not actively utilize the account.
Termination of Hosting Accounts: In the context of domain hosting services, the Company reserves the right to suspend or terminate hosting accounts in specific situations. This includes cases where a hosting account invoice is not paid on time. Additionally, suspension or termination may occur if the Company, at its sole discretion, suspects that the hosting account and server resources are being used for sending spam email or if the hosted domain is flagged by ISPs or other third parties for suspicious email sending practices. The Company takes the matter of sending spam email seriously due to the potential harm it can cause to both the Company’s and the Customer’s reputation, domains, and brand assets.
User Account Violations: The Company also maintains the right to disable and/or terminate a user’s account if they are found to be in violation of these terms and conditions or state or federal laws, or if they fail to provide proper written notice of cancellation. Accounts that are terminated as a result of policy, terms, or legal violations will not be subject to refunds. It’s important to note that failing to pay final balances upon cancellation and/or the imposed cancellation fee constitutes violations of these terms and conditions.
I. Shopping Cart and 3rd Party Software Use and Licenses
The development and/or use of WordPress and/or a shopping cart license grants the customer a license to use the software on the specified domain when ordering, and this license is valid when using web hosting services provided by the Company. Customers should note that they are not granted ownership of such software. Furthermore, shopping cart licenses are non-refundable, and beyond one year, these licenses are non-transferrable to a new domain.
Regarding third-party materials, it’s important to understand that the terms and conditions and related agreements do not restrict or affect the rights or obligations that the Customer may have under applicable private or open-source licenses for open source code contained in work products or deliverables. The Company explicitly disclaims responsibility for any malfunction or inoperability of third-party software related to the work it is performing for the Customer. Customers are solely responsible for complying with all third-party software licenses and are expected to hold the Company harmless from any liability that may arise from the use of third-party software products or code. Notably, these third-party code bases include but are not limited to WordPress, Shopify, Magento, cPanel, WooCommerce, Paypal, Stripe, Authorize.net, and Google.
J. Recurring Products and Subscription Services:
Recurring products and subscription services are defined as the same product or subscription service invoiced and provided for two or more consecutive months. Examples of these recurring subscription services include, but are not limited to, content marketing, web presence, SEO, local search visibility, PPC, social media, reputation and location data management, and directory listing marketing. Invoices are issued in advance of services being rendered on all recurring subscription services. Payments for all digital marketing subscription services are non-refundable without exception.
All digital/internet/online marketing solutions are a pre-paid monthly recurring subscription, and payments for the invoices issued each month are payments in advance for the services to be rendered. Quite often, we expend hard costs at the beginning of the new billing cycle to provide for the subscribed products and/or services. We do not receive refunds on advertising dollars spent or labor hours expended/provided to conduct the work noted in the invoice; therefore, we cannot and do not provide any refunds on any digital marketing services once payment is made for any reason.
While we do not require a contract with any of our digital marketing packages, written notice within 30 days is required to cancel any of these recurring invoiced products and services. Failure to provide proper notice of intent to cancel services will result in the assessment of a cancellation fee. No exceptions. Month one payment of your digital marketing solution shall be deemed as your authorization and acceptance of this policy. Written notice of cancellation may be sent by email to david[at]peakwebsites.ca.
Due to the nature of recurring services and the costs to the Company to deliver them, recurring services will be suspended if an account invoice remains unpaid past 14 days of the date of issue. Unpaid invoices are delinquent and may be turned over to collections after 60 days.
K. Credit Card Authorization | Chargebacks | Declines
Billing and Payment Authorization: You authorize DBG Peak Websites Inc. (Company) to charge your credit card for all fees associated with the products and services provided by the Company. It is important to note that there are no provisions for refunds under the terms and policies established herein. This authorization is legally binding, and any chargeback requests related to it will be denied by your card issuer.
Chargebacks and Disputes: If you attempt to file a chargeback with your credit card company or your card is declined after making a payment for our products or subscription services, the Company reserves the right to immediately remove your work from the Internet and cease ongoing work. You will be required to promptly return all of Company’s work and products. Furthermore, in cases of declines, chargebacks, or payment disputes, your service or project will be suspended, and a $250.00 fee, as well as any outstanding balances, must be settled before service restoration or further work. It is essential to address billing issues with the Company directly rather than initiating chargebacks or disputes.
Legal Provisions: The agreement outlines that any arbitration or legal proceedings arising from these terms and conditions or any alleged breach, default, or misrepresentation will allow the prevailing party to recover reasonable attorney’s fees. The agreement is governed by the laws of the province of British Columbia. It is imperative to fully comprehend our billing, payment terms, and refund policy before initiating payment.
L. Disclaimer of Warranty
THE CONTRACTOR PROVIDES NO WARRANTY OTHER THAN THE EXPLICIT PROVISIONS SET FORTH IN THIS WARRANTY SECTION. IT IS IMPORTANT TO NOTE THAT THE CONTRACTOR EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SERVICES AND DELIVERABLES PROVIDED. THESE EXCLUSIONS COVER WARRANTIES OF MERCHANTABILITY, GOOD TITLE, NON-INFRINGEMENT, AND FITNESS FOR A SPECIFIC PURPOSE, AMONG OTHERS. THE CONTRACTOR DOES NOT GUARANTEE THAT THE SERVICES, WORK PRODUCTS, OR DELIVERABLES WILL BE FREE FROM DEFECTS OR ERRORS. PLEASE BE AWARE THAT SOME JURISDICTIONS MAY NOT PERMIT LIMITATIONS ON THE DURATION OF IMPLIED WARRANTIES, AND THUS, THE MENTIONED LIMITATION MIGHT NOT APPLY IN YOUR SPECIFIC CASE. ADDITIONALLY, ANY INFORMATION OR ADVICE, WHETHER PROVIDED ORALLY OR IN WRITING BY THE CONTRACTOR, ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES, DOES NOT SERVE TO CREATE A WARRANTY OR EXPAND THE SCOPE OF THE PROVIDED WARRANTY. YOU, AS THE CUSTOMER, ARE RESPONSIBLE FOR ACCEPTING THE ENTIRE RISK REGARDING THE USE AND PERFORMANCE OF THE PRODUCTS AND SERVICES, AS WELL AS THE CORRECTNESS, ACCURACY, AND RELIABILITY OF THE DOCUMENTATION. FURTHERMORE, BOTH PARTIES EXPRESSLY WAIVE THE APPLICABILITY OF THE UNIFORM COMMERCIAL CODE AND ANY OTHER STATUTORY COMMERCIAL TERMS.
Exclusions: It is essential to recognize that this warranty explicitly excludes non-performance issues that result from third-party hardware or firmware malfunctions or defects. Similarly, it does not cover software not developed by the company, incorrect data or procedures used or provided by the customer or third parties, or defects beyond the reasonable control of the company. In instances where the customer requests services to address excluded non-performance issues, the customer will be responsible for reimbursing the company for its reasonable time and expenses incurred. Importantly, this warranty will immediately cease to apply if the customer or any third party makes modifications to any part of a deliverable or adjusts the customer’s system in a way that renders a deliverable non-functional or unsuitable.
M. Limit of Liability
IN CASES WHERE CERTAIN PRODUCTS AND SERVICES ARE GOVERNED BY SECONDARY AGREEMENTS, IT IS IMPORTANT TO UNDERSTAND THAT THE COMPANY BEARS NO LIABILITY IN CONNECTION WITH THOSE PRODUCTS AND SERVICES UNDER THIS AGREEMENT. BOTH PARTIES EXPLICITLY AGREE THAT, EXCEPT WHERE EXPRESSLY ALLOWED WITHIN THIS AGREEMENT, ANY CLAIMS SHOULD ONLY BE PURSUED ACCORDING TO THE TERMS SPECIFIED IN THE RELEVANT SECONDARY AGREEMENTS. THE CUSTOMER ALSO ACKNOWLEDGES THAT SEEKING COMPENSATION FOR THE SAME DAMAGES UNDER BOTH THIS AGREEMENT AND ANY SECONDARY AGREEMENT IS NOT PERMITTED.
UNDER NO CIRCUMSTANCES SHALL THE COMPANY’S TOTAL LIABILITY, WHETHER UNDER THESE TERMS OR SECONDARY AGREEMENTS, FOR THE PRODUCTS AND SERVICES PROVIDED, EXCEED THE ACTUAL FEES PAID BY THE CUSTOMER TO THE COMPANY FOR THOSE SPECIFIC PRODUCTS AND SERVICES, AS ITEMIZED IN THE APPLICABLE INVOICE OR ORDER FORM.
THE COMPANY AND ITS AGENTS SHALL NOT BE HELD LIABLE TO THE CUSTOMER OR ANY OTHER INDIVIDUAL OR ENTITY FOR INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, DATA LOSS, AND MISSED BUSINESS OPPORTUNITIES. THIS LIMITATION APPLIES EVEN IF THE COMPANY OR ITS AGENTS WERE INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS.
N. Confidentiality and Non-Disclosure
Both parties involved in this agreement commit to the strict preservation of confidential and proprietary information received from the other party. “Confidential Information” encompasses a wide array of business and technical details provided by the Company to the Customer, all of which the Company deems as proprietary and confidential. This includes communications and interactions between the Company and the Customer, software technology, source code, design specifics, financial data, trade secrets, algorithms, processing methods, product development plans, and various other aspects of the Company’s operations. The Customer pledges not to disclose any of this Confidential Information to third parties, whether in public, private, or online forums. Importantly, by making payment on an invoice, the Customer not only acknowledges but also fully accepts the terms and conditions governing confidentiality and non-disclosure.
The Customer acknowledges the potential severe consequences of breaching confidentiality. In the event of such a breach, the Company reserves the right to seek injunctive relief to prevent and mitigate any harm caused. This agreement underscores the critical nature of safeguarding confidential information in the business relationship between the Company and the Customer.
The Customer hereby acknowledges having read these terms and conditions and hereby agrees to be bound by said terms and conditions. Payment on any invoice by Customer shall be deemed as customer’s acknowledgment, understanding and agreement to be bound by these terms and conditions.
EMAIL ADDRESS FOR ALL WRITTEN NOTICES
DBG Peak Websites Inc.
PLEASE NOTE THAT THESE TERMS AND CONDITIONS MAY BE MODIFIED FROM TIME TO TIME AS NEEDED IN THE SOLE DISCRETION OF THE COMPANY.