1.About these Terms
1.1Who we are. Chord33 is the business name under which Wisper Bird, a sole proprietor, carries on business in Edmonton, Alberta (“Chord33”, “we”, “us” or “our”).
1.2Who they apply to. These Terms of Service (the “Terms”) apply to every person or organization that engages Chord33 to provide services (“you” or the “Client”). Section 13 also applies to anyone who uses chord33.ca.
1.3The agreement. When you accept a Scope, that Scope and these Terms together form the agreement between you and us for that project (the “Agreement”).
1.4Order of precedence. If a Scope says something different from these Terms, the Scope governs for that project.
2.Definitions
2.1In these Terms:
- (a)“Scope” means the written description of a project that we prepare and you accept, setting out the work, the Fee, what is not included, and any terms particular to that project.
- (b)“Fee” means the flat fee stated in a Scope.
- (c)“Deliverables” means everything we create for you under a Scope, including designs, code, text we write for you, and the configuration of accounts held in your name.
- (d)“Handover” means the point at which the Deliverables are live, working, and held in accounts in your name, as described in the Scope.
- (e)“Studio Materials” means the tools, code, build processes, methods and know-how that we developed before, or independently of, a particular project and use across our work.
- (f)“Third-Party Materials” means typefaces, photographs, software and services owned by someone other than you or us and used under their owners’ licences or terms.
- (g)“Ready layout” means one of our fixed, one-page website layouts sold at a single flat fee, as described on the Ready page of chord33.ca.
- (h)“Hands off” means our optional monthly service, as described on the Pricing page of chord33.ca or in a Scope.
3.Quotes and Scopes
3.1No charge to quote. There is no charge for an initial conversation or for preparing a Scope.
3.2Validity. A quote is valid for 60 days from the date it is issued, unless the Scope states otherwise.
3.3Acceptance. A project begins when you accept its Scope in writing, which may be by email, and pay any deposit that the Scope requires.
3.4Start dates. If we cannot begin promptly, we will tell you the expected start date before you pay anything.
3.5Fit. We may decline any project. Where we believe a project would be better served by another provider, we will tell you before you engage us.
4.Fees and payment
4.1Flat fee. The Fee covers the work described in the Scope and will not change unless you ask for work outside it, as set out in section 5.
4.2Deposit and balance. Unless the Scope states otherwise, 50% of the Fee is due before work begins and the balance is due at Handover. The balance does not become due before the Deliverables are live, working and handed over.
4.3Grant-funded work. If your funding requires that you be invoiced only after completion, the Scope may provide for the whole Fee to be paid on delivery.
4.4Ready layouts. A Ready layout is sold for the single flat fee shown on chord33.ca. Changes requested after it goes live are billed at the hourly rate shown on the Ready page, which is currently $125 per hour. If you later engage us for a custom website, the fee paid for the Ready layout is credited in full against that project’s Fee.
4.5Invoices. Invoices are payable within 30 days of their date by Interac e-Transfer to the address named on the invoice.
4.6Late payment. If an invoice remains unpaid 60 days after its date, we may suspend work on your projects until it is paid.
4.7Taxes. Chord33 is a small supplier under the Excise Tax Act and is not registered for GST or HST, so none is charged. If we become registered, we will tell you before GST is charged on any invoice issued after the date of registration.
4.8Third-party costs. Some services, such as a site assistant, run on accounts in your name and are billed to you directly by their providers. We will tell you the expected cost before any such service goes live. Domain registrations are renewed and paid for by you, directly to the registrar.
4.9Hands off. Hands off is optional and billed monthly in arrears at the rate stated in your Scope or on the Pricing page. You may cancel it at any time with effect from the end of the current month. Nothing we have built stops working when you cancel. No other recurring service is required.
5.Revisions and changes
5.1Revisions. Unless the Scope states otherwise, design work includes two rounds of revision. Further rounds are quoted before they begin. A Ready layout is fixed and does not include design changes.
5.2Additional work. If you ask for work that the Scope does not cover, we will quote it in writing. No additional work is done, and no additional amount is charged, until you have approved that quote.
6.Your responsibilities
6.1Content and decisions. You will provide the text, images, logos, information and decisions that the work requires, within a reasonable time of our request.
6.2Rights in your content. You confirm that you own or have permission to use everything you give us, and that our use of it as you direct will not infringe anyone’s rights or break any law.
6.3Your obligations. You are responsible for the accuracy of the content you supply and for your organization’s own legal obligations, including any obligations you owe to the people whose personal information your website collects.
6.4Your accounts. You are responsible for keeping the sign-in details for accounts held in your name secure, and for any charges their providers bill to you.
7.Ownership
7.1The Deliverables. Who owns the Deliverables is set out in the Scope.
7.2Domain and accounts. Your domain, hosting and related accounts are registered in your name from the start. If our engagement ends, nothing we have built stops working.
7.3Content editor. Where a project includes our content editor, your staff may use it at no charge, with no time limit. If you stop working with us, your content remains in plain files in your own accounts, with the history of every change.
7.4Studio Materials. We keep ownership of the Studio Materials and may use them, and the general skills and knowledge gained in any project, in work for others. To the extent any Studio Materials form part of your Deliverables, you have a perpetual, irrevocable, royalty-free right to use, copy and modify them as part of those Deliverables.
7.5Third-Party Materials. Third-Party Materials are licensed, not sold, and remain subject to their owners’ terms. At Handover we will tell you in writing which Third-Party Materials the Deliverables contain and what their licences permit.
7.6Showing the work. We will not use your project, name or logo as an example of our work without your prior permission. Any credit line naming Chord33 on your website is as agreed in the Scope.
8.Confidentiality
8.1What we keep confidential. Building a website often means learning how an organization works, sometimes including information about the people it serves. We will keep all non-public information about you and your organization confidential, use it only to carry out the work, and not disclose it to anyone except with your consent or where the law requires.
8.2Personal information. Where we handle personal information on your behalf, we do so only to carry out the work and on your instructions, and in accordance with our Privacy Policy and the law that applies.
8.3Duration. This section continues to apply after a project ends.
9.Defects and warranties
9.1Defects. If any part of the Deliverables fails to work as described in the Scope because of a defect in our work, we will correct it at no charge, with no time limit.
9.2Exclusions. Section 9.1 does not cover problems caused by changes made by anyone other than us, by the failure or alteration of Third-Party Materials or services, or by use of the Deliverables outside the Scope. We will still help where we reasonably can, and quote any work required before it begins.
9.3No other warranties. Except as expressly set out in these Terms or in a Scope, and to the fullest extent the law permits, we give no other warranties or conditions, express or implied. We do not promise any particular search ranking, volume of visitors, funding or business result.
10.Limitation of liability
10.1Limit. Our total liability to you arising from or in connection with a project, however it arises, is limited to the Fees you have paid us for that project.
10.2Excluded losses. We are not liable for any indirect, incidental, special or consequential loss, including lost revenue, lost profit, lost funding, lost data or lost time, even if we were advised that such a loss was possible.
10.3What is not limited. Nothing in these Terms limits or excludes any liability that cannot be limited or excluded by law.
11.Indemnity
11.1You will indemnify us against any claim by a third party arising from content or materials that you supplied to us, including any claim that their use as you directed infringes that third party’s rights.
12.Ending a project
12.1Your right to stop. You may end a project at any time by telling us in writing. You pay for the work completed up to that date, you keep that work, and nothing further is owed.
12.2After the first designs. If you end a project after reviewing the first designs and before approving them, you owe nothing beyond the deposit already paid.
12.3Inactive projects. If we have asked you for something three times and 30 days pass without a response, the project is paused and we may take on other work. If 90 days pass without a response, the project is closed, the amount due for the work completed becomes payable, and that work is yours.
12.4Restarting. A paused or closed project may restart at our next available opening.
12.5Our right to stop. We may end a project by written notice if an invoice remains unpaid 60 days after its date, or if continuing would require us to act unlawfully. In either case you pay for the work completed up to that date, and that work is yours.
12.6What continues. Sections 7 to 11 and 14 continue to apply after a project ends.
13.Use of this website
13.1Information only. The content of chord33.ca is general information about our services. Prices shown on the website may change; the Fee for your project is the one stated in your Scope.
13.2Our content. The design, text and images of chord33.ca are owned by Chord33 or used with permission, except that work shown for a client belongs to that client. You may view and print pages for your own reference, but may not otherwise copy or republish them without our permission.
13.3Links. Links to other websites are provided for convenience. We are not responsible for their content or their practices.
13.4Availability. We aim to keep chord33.ca available and accurate, but do not guarantee that it will always be available or free of errors.
14.Governing law and disputes
14.1Governing law. These Terms and every Agreement are governed by the laws of the Province of Alberta and the federal laws of Canada that apply there.
14.2Resolving disputes. If a dispute arises, each of us will first try in good faith to resolve it by discussion. If it is not resolved within 30 days, either of us may refer it to the courts of Alberta sitting in Edmonton, whose jurisdiction we each accept.
15.General
15.1Entire agreement. The Agreement is the entire agreement between us about a project and replaces any earlier discussions about it.
15.2Independent contractor. We provide our services as an independent contractor. Nothing in the Agreement creates an employment, partnership or agency relationship.
15.3Assignment. Neither of us may transfer the Agreement to anyone else without the other’s written consent.
15.4Events beyond control. Neither of us is responsible for a delay or failure caused by events beyond our reasonable control, such as the failure of a third-party service, provided we tell the other promptly and resume as soon as we reasonably can.
15.5Severability. If any part of these Terms is found to be unenforceable, the rest remains in effect.
15.6No waiver. A failure or delay in enforcing any part of these Terms is not a waiver of it.
15.7Notices. Notices under the Agreement must be in writing and may be given by email to the address each of us has given the other.
15.8Changes to these Terms. We may update these Terms from time to time. The updated Terms will be posted here with a new effective date. A change does not affect a Scope you have already accepted, which continues under the Terms in force when you accepted it.
16.Contact
16.1Questions about these Terms may be sent to Wisper Bird at [email protected].