Terms & Conditions

• “Proposal” means any quote, estimate, statement of work, order form, or service plan we issue and you accept, in writing or electronically.
• “Deliverables” means the websites, designs, content, code, campaigns, reports, and other work product we create for you under a Proposal.
• “Client Materials” means content, text, images, logos, videos, listing data, credentials, and other materials you provide to us.
• “Subscription” means any recurring Service, such as hosting, maintenance, SEO, advertising management, social media management, or CRM access.

If a Proposal conflicts with these Terms, the Proposal governs for that specific project.

1. You must be at least the age of majority in your province or territory and able to enter a binding contract.
2. You are responsible for keeping your CRM and portal login credentials confidential and for all activity under your account. Notify us immediately of any unauthorized access.
3. You must provide accurate, current, and complete information and keep it up to date.

You agree to:

1. Provide Client Materials, access, credentials, feedback, and approvals in a timely manner;
2. Ensure you own or have the right to use all Client Materials and that they do not infringe anyone's intellectual property, privacy, or other rights;
3. Ensure the content of your website, ads, and communications is accurate, lawful, and not misleading;
4. Maintain your own accounts with third-party platforms in good standing; and
5. Designate a point of contact who can make decisions on your behalf.

You must not use the Website, Deliverables, or Services to:

• Violate any law or regulation, including privacy, anti-spam, consumer protection, human rights, or real estate laws;
• Send unsolicited commercial messages or upload contact lists obtained without consent;
• Publish content that is false, misleading, defamatory, discriminatory, obscene, hateful, or infringing;
• Upload malware or attempt to gain unauthorized access to our systems or other users' accounts;
• Reverse engineer, copy, resell, sublicense, or create competing products from the CRM or our proprietary tools; or
• Interfere with the security, integrity, or performance of our servers or Services.

We may suspend or remove content, campaigns, or accounts that we reasonably believe violate this section.

1. Fees are set out in the Proposal or on our Website. All amounts are in Canadian dollars (CAD) unless stated otherwise, and are exclusive of applicable taxes (GST/HST/PST/QST), which will be added to invoices.
2. Project fees: unless the Proposal states otherwise, a deposit of [50]% is due before work begins, and the balance is due before launch or transfer of the website to your domain.
3. Subscriptions: recurring fees are billed in advance on a monthly or annual basis and renew automatically until cancelled in accordance with Section 8.
4. Invoices are due [upon receipt / within 7 days]. Overdue amounts may bear interest at [1.5]% per month ([18]% per year) or the maximum rate permitted by law, whichever is lower.
5. If payment is more than [15] days overdue, we may suspend Services, take the website offline, or pause campaigns until payment is received. Reactivation fees may apply.
6. We may change Subscription pricing with at least [30] days' written notice. Changes take effect at your next billing period.
7. If you dispute a charge, please contact us first so we can try to resolve it. Initiating a chargeback without contacting us may result in suspension of Services.

1. Deposits are non-refundable once work has started, as they secure your place in our schedule and cover initial planning and design.
2. Project fees for work already completed are non-refundable. If a project is cancelled before completion, you will be billed for work completed up to the cancellation date.
3. Subscription fees are non-refundable once a billing period has begun. Cancelling stops future charges but does not refund the current period.
4. Ad spend paid to advertising platforms is governed by those platforms and is not refundable by us.
5. Third-party costs we purchase for you (domains, premium plugins, themes, stock images, software licences) are non-refundable.

Nothing in this section limits any refund rights you may have under applicable consumer protection law.

1. These Terms apply from the date you first use the Services and continue until all Proposals and Subscriptions have ended.
2. Subscriptions have the minimum term stated in the Proposal (if any). After that, you may cancel by giving [30] days' written notice to contactus@builtdigitally.com.
3. Either party may terminate for material breach if the breach is not cured within [15] days of written notice.
4. We may suspend or terminate the Services immediately if you fail to pay, breach Section 5, or your use exposes us or others to legal or security risk.
5. On termination: (a) all unpaid fees become due immediately; (b) your access to the CRM and hosted Services ends; and (c) if you have paid all amounts owing, we will provide reasonable assistance to transfer your website files, domain, and data. Migration assistance beyond basic file handover may be billed at our standard rates.

1. Client Materials: you retain ownership of all Client Materials. You grant us a non-exclusive licence to use them to perform the Services.
2. Deliverables: once you have paid all fees in full, you own the final custom designs and content we create specifically for you, except as stated below. Until full payment, all rights remain with us.
3. Our pre-existing materials: we retain ownership of our pre-existing and generic code, frameworks, templates, themes, tools, know-how, and the CRM (“Built Digitally Materials”). To the extent any Built Digitally Materials are incorporated into your Deliverables, we grant you a non-exclusive, perpetual licence to use them as part of those Deliverables.
4. Third-party components: open-source software, premium themes and plugins, fonts, and stock images are subject to their own licences.
5. CRM: the CRM, including all software, features, and improvements, remains our exclusive property. No ownership rights are transferred to you.
6. Portfolio: unless you ask us in writing not to, we may display your completed project, logo, and name in our portfolio and marketing materials, and include a small “Designed by Built Digitally” credit link in the website footer.

Each party will keep the other's non-public business, technical, and financial information confidential and use it only for the purposes of these Terms, except where disclosure is required by law. This obligation survives termination of these Terms.

Our collection and use of personal information is described in our Privacy Policy. Where we process personal information on your behalf (for example, leads in the CRM or on your website), you are responsible for that information and for complying with applicable privacy laws, and we act as your service provider, processing it only to provide the Services.

The Services rely on third-party platforms, such as hosting providers, domain registrars, Meta, Google, social media networks, payment processors, messaging providers, and listing data providers. Your use of these platforms is subject to their own terms. We are not responsible for their acts, omissions, outages, policy changes, fees, or account decisions.

1. We will perform the Services in a professional and workmanlike manner, consistent with generally accepted industry standards.
2. Except as stated above, the Website, Services, Deliverables, and CRM are provided “as is” and “as available.” To the fullest extent permitted by law, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.
3. We do not guarantee any business outcomes, including search rankings, traffic, leads, sales, followers, or advertising performance. See our Disclaimer for more information.
4. Unless included in your Proposal, we do not warrant that your website complies with accessibility laws such as the Accessibility for Ontarians with Disabilities Act (AODA) or WCAG standards. Accessibility audits and remediation are available as an additional service. Final responsibility for your website's legal compliance remains with you.

1. To the maximum extent permitted by law, Built Digitally will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, business, goodwill, or data, arising out of or related to these Terms or the Services, even if advised of the possibility of such damages.
2. Our total liability for all claims arising out of or related to these Terms or the Services will not exceed the total fees you paid to us in the twelve (12) months before the event giving rise to the claim.
3. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

You agree to indemnify and hold harmless Built Digitally and its directors, employees, and contractors from any claims, losses, damages, fines, and expenses (including reasonable legal fees) arising from: (a) Client Materials; (b) your breach of these Terms; (c) your violation of any law, including privacy, anti-spam, advertising, or real estate regulations; or (d) content, ads, or messages published or sent at your direction or approval.

We are not liable for delays or failures caused by events beyond our reasonable control, including natural disasters, power or internet outages, cyberattacks, third-party platform failures, labour disputes, pandemics, or government actions.

During the term of any Services and for [12] months afterwards, you agree not to directly solicit or hire any of our employees or contractors who worked on your project without our prior written consent.

1. These Terms are governed by the laws of the Province of [Ontario] and the federal laws of Canada that apply there.
2. The parties will first try to resolve any dispute through good-faith negotiation. If the dispute is not resolved within [30] days, either party may refer it to mediation or bring proceedings in the courts of [Toronto, Ontario], and each party submits to the jurisdiction of those courts.
3. If you are a consumer in Quebec or another jurisdiction whose laws give you rights that cannot be waived, those rights are not affected.

1. Entire agreement: these Terms, together with any Proposal, our Privacy Policy, and our Disclaimer, form the entire agreement between us.
2. Changes: we may update these Terms from time to time. We will post the updated version on the Website and, for material changes, notify active clients by email at least [30] days in advance. Continued use of the Services after changes take effect means you accept them.
3. Assignment: you may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of our business.
4. Severability: if any provision is found unenforceable, the rest remains in effect.
5. No waiver: failing to enforce a provision is not a waiver of our right to do so later.
6. Independent contractors: nothing in these Terms creates a partnership, employment, or agency relationship.
7. Electronic acceptance: you agree that proposals, approvals, and notices may be signed and delivered electronically.
8. Survival: Sections 6, 7, 9, 10, 13, 14, 15, and 18 survive termination.