Terms & Conditions.
Last Updated: 2025/04/15
These Terms of Service (“Agreement”) are entered into by and between goCaptivate, a creative digital solutions agency registered and incorporated in Ontario, Canada (“Company,” “we,” “us,” or “our”), and you (“Client,” “you,” or “your”). By engaging our services, you agree to be bound by the following terms and conditions.
1. Services Provided
We provide a wide range of creative and digital solutions, which include but are not limited to:
Digital Products
Brand & Creative
Marketing & Content
Strategy & Support
We may engage trusted subcontractors or third-party collaborators to assist in delivering portions of the Services, while remaining fully responsible for final deliverables and quality.
Each service engagement will be governed by a detailed Statement of Work (“SOW”) or proposal, which shall be agreed upon in writing by both parties prior to commencement.
2. Acceptance of Terms
By using our services, you confirm that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you should not proceed with our services.
3. Client Responsibilities
To enable the effective delivery of services, the Client agrees to:
Provide accurate, complete, and timely information required for execution of services.
Respond to communication, feedback, and approvals in a timely manner.
Ensure that all provided content (text, images, media, etc.) is original or properly licensed.
Be responsible for any delays resulting from lack of communication, missed feedback, or withheld assets.
Ensure all payments are made on time in accordance with agreed terms.
4. Project Commencement and Cancellations
A project is considered initiated when:
A formal SOW or proposal has been signed or accepted in writing, and
A deposit or full payment has been made.
4.1 Non-Cancellation Clause
Once initiated, a project may not be canceled by the Client. All deposits are non-refundable, and no cancellation will be accepted unless otherwise explicitly agreed upon in writing.
5. Fees and Payments
All fees and payment terms will be defined in the applicable SOW or proposal.
5.1 Non-Refundable Deposits
A 50% non-refundable deposit is required before work begins unless otherwise agreed in writing.
5.2 No Refund Policy
No refunds will be issued once a service, product, or asset has been delivered, including but not limited to design files, websites, code, branding materials, campaigns, or infrastructure setups.
5.3 Late Payments
Late payments are subject to a 15% weekly penalty on the overdue amount, unless otherwise agreed in writing.
We reserve the right to suspend or terminate services for unpaid invoices. No refunds will be issued for partially completed work if services are halted due to non-payment.
6. Intellectual Property
6.1 Ownership Rights
Upon full payment of all fees, the Client will own the final deliverables. However, the Company retains rights to its underlying systems, code, tools, templates, and proprietary methodologies used in delivery.
6.2 Use of Work
We reserve the right to showcase completed work (including visuals, websites, and design assets) in our portfolio/case studies, unless a separate confidentiality agreement prohibits it.
6.3 Client Content
The Client guarantees that any content provided is legally obtained and does not violate any third-party rights.
The Client will be held liable for any legal action or claims resulting from unauthorized use of third-party content.
7. Workflow
7.1 Design Review and Revisions
Upon delivery of the initial design(s), the Client is entitled to two (2) rounds of revisions. Each round of revision includes reasonable adjustments to layout, content, and visual elements as discussed with the Client.
7.2 Finalization of Design
After the second round of revisions, the design shall be considered final and locked. No further modifications will be made to the design without additional fees.
Any requests for further changes beyond the two allotted revisions will be subject to a separate scope of work and additional charges at the Company’s standard hourly or project rate.
7.3 1:1 Development
Once the design is finalized and approved by the Client, the Company will build the website or platform as close to the approved design (1:1).
Any design changes requested during or after development will be treated as out-of-scope and will incur additional costs.
7.4 Avoidance of Indefinite Revisions
This structure ensures clear expectations and boundaries for both parties, and is designed to avoid excessive revisions or scope creep without fair compensation for additional work.
7.5 Additional Maintenance & Updates
Ongoing updates, site maintenance, or support beyond the original scope of work are not included unless explicitly stated in the Statement of Work or agreed upon in a separate maintenance contract. Any additional services after the project is delivered will be billed separately.
8. Hosting and Technical Infrastructure
If hosting or email infrastructure services are provided, the following applies:
We will provide setup, configuration, and basic maintenance as per the SOW.
We are not liable for outages or incidents caused by third-party infrastructure providers (e.g., server downtime, DNS issues, hacking, or software bugs).
8.1 Data Ownership and Backup
Unless explicitly stated in a signed agreement, the Company is not responsible for maintaining, backing up, or preserving any content, design files, or website data after delivery or completion of the project.
8.2 Third-Party Services
The Company may utilize third-party platforms, services, software, or tools (e.g., content management systems, analytics platforms, hosting providers, marketing services) in connection with the Services.
The Company is not responsible for the performance, uptime, updates, or discontinuation of these third-party services.
Any limitations, disruptions, or liabilities resulting from the use or integration of third-party tools are not the responsibility of the Company.
9. Warranties and Disclaimers
9.1 No Guarantee of Outcome
While we strive for excellence, we do not guarantee specific business results, including increased traffic, conversions, or revenue.
9.2 Limitation of Liability
We are not liable for any direct, indirect, incidental, or consequential damages, including lost revenue, business interruption, or reputational harm arising from the use or inability to use our services.
10. Theft of Services and Intellectual Property
Any unauthorized reproduction, duplication, or redistribution of our services, strategies, designs, or proprietary assets will be considered theft.
We reserve the right to pursue legal action, recover damages, and seek injunctive relief to protect our intellectual property.
11. Termination
This Agreement may be terminated by either party if the other party breaches a material obligation and fails to cure that breach.
All completed work will be delivered upon receipt of full payment.
The Company reserves the right to retain any unpaid work until payment is made in full.
12. Governing Law and Dispute Resolution
a. This Agreement shall be governed by the laws of Ontario, Canada.
b. If the Client resides outside Ontario or Canada, local jurisdictional laws may apply in addition to, not instead of, Ontario law.
c. Any disputes, claims, or legal issues shall be resolved through binding arbitration in the jurisdiction of the Client’s primary residence, unless otherwise agreed. The prevailing party will be entitled to recover reasonable legal fees and costs.
13. Confidentiality
All confidential information shared by either party — including trade secrets, business strategies, client data, or project materials — must be treated as strictly confidential. This obligation continues indefinitely, even after project completion.
14. Severability
If any section of this Agreement is deemed unenforceable or invalid, the remaining provisions will continue in full force and effect.
15. Entire Agreement
This Agreement, along with any accompanying SOWs or proposals, constitutes the entire understanding between the parties and supersedes any prior agreements, whether oral or written.
16. Changes to Terms of Service
We reserve the right to update or modify these Terms of Service at any time.
Changes will only apply to new engagements or extensions initiated after the revised Terms have been communicated.
Ongoing projects will remain subject to the version of the Terms agreed upon at project commencement.
17. Contact Us
If you have any questions, concerns, or require clarification regarding these Terms of Service, please contact us directly via:
Email: hello@gocaptivate.co
Website: www.gocaptivate.com