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Definitions Acceptance Services & Responsibilities Fees & Refunds Intellectual Property Privacy & Cookies Warranties & Disclaimers Limitation of Liability Indemnity Acceptable Use Suspension Term & Termination Confidentiality Miscellaneous Governing Law & Disputes Contact

1) Definitions

“Agency”, “we”, “our”, “us” means TorontoBytes. “Client”, “you”, “your” means the person or entity purchasing services. “Services” include (without limitation) website design & development, SEO, paid media, content, maintenance, speed optimisation, and digital consulting. “Deliverables” are outputs we create for you such as code, designs, copy or assets.

2) Acceptance of Terms

By using our website or engaging our Services, you agree to these Terms. Any order, proposal, or statement of work (“Order”) issued by us and accepted by you becomes part of these Terms. Conflicts will be resolved in favour of the most recent Order.

3) Services, Scope & Client Responsibilities

  • Scope is defined in the Order; changes may affect timeline and fees via change control.
  • You will provide timely access, content, approvals, and third-party credentials as needed.
  • Third-party platforms (e.g., Webflow, Wix, WordPress, Shopify, Google, Meta) have their own terms which also apply.

4) Fees, Billing & Refunds

  • Fees are specified in your Order. Invoices are due on receipt unless otherwise stated.
  • Retainers and setup fees are non-refundable. For one-off builds, staged invoices may apply.
  • Expenses (e.g., premium plugins, stock assets, paid tools) are billable with prior approval.

5) Intellectual Property & Licence

Upon full payment, we grant you a non-exclusive, non-transferable licence to use the final Deliverables for your business. Our pre-existing IP, methods, and libraries remain ours. Stock assets and third-party licences remain subject to their respective terms.

6) Privacy, Data & Cookies

We process personal data in accordance with our Privacy Policy. We use cookies and similar technologies; see our Cookie Notice for details.

7) Warranties & Disclaimers

  • We will perform the Services with reasonable care and skill.
  • Except as expressly stated, the Services are provided “as is” without warranties of any kind.
  • Performance in search engines or ad platforms cannot be guaranteed.

8) Limitation of Liability

To the fullest extent permitted by law, neither party shall be liable for any indirect, special, or consequential losses. Our aggregate liability under an Order shall not exceed the total fees paid for the Services giving rise to the claim.

9) Indemnity

You agree to indemnify us from claims arising out of content you supply, misuse of the Services, or breach of these Terms.

10) Acceptable Use

  • No unlawful, defamatory, infringing, or harmful use of our website or Services.
  • No attempts to gain unauthorised access or disrupt systems.

11) Suspension

We may suspend Services for non-payment, security risk, legal request, suspected misuse, or planned maintenance (using reasonable notice where practicable).

12) Term & Termination

  • Either party may terminate for material breach not cured within 14 days of written notice.
  • On termination, accrued fees remain payable; licences granted to you remain for Deliverables fully paid.

13) Confidentiality

Each party will keep the other’s confidential information secure and use it only as necessary to perform the Services.

14) Miscellaneous

  • Independent contractors: We are independent of the Client.
  • Assignment: Neither party may assign without consent, except to an affiliate or in a merger.
  • Entire agreement: These Terms + Orders constitute the entire agreement.
  • Severability / Waiver: If any provision is unenforceable, the remainder remains effective.
  • Notices: Via email or the contact details below.

15) Governing Law & Dispute Resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Toronto, Ontario courts have exclusive jurisdiction. Before court proceedings, the parties will attempt good-faith negotiations and, failing that, non-binding mediation.