2025 Digital Transformation Package

These Terms and Conditions (the “Terms”) constitute a binding agreement between SoftwareWOW (“Company,” “we,” “us,” or “our”) and the client (“Client,” “you,” or “your”) regarding the provision of the 2025 Digital Transformation Package (the “Services”).

By engaging with our Services, you agree to comply with these Terms. Please read them carefully.

1. Agreement Overview
1.1 Purpose
This agreement outlines the scope, responsibilities, and limitations of the Services provided under the 2025 Digital Transformation Package. The goal is to deliver high-quality solutions tailored to your business needs while ensuring mutual accountability.
1.2 Acknowledgment of Agreement
By signing the agreement or making the first payment, you acknowledge that you have read, understood, and agreed to these Terms.

2. Scope of Services
2.1 Included Services
The Services include but are not limited to website development, branding, SEO, social media management, AI solutions, marketing campaigns, and business automation, as described in your chosen package tier (Essentials, Advanced, or Premium).
2.2 Optional Add-Ons
Additional services, such as e-commerce setup, mobile app development, or media production, can be added at extra cost as mutually agreed.
2.3 Exclusions
The Services do not include hardware procurement, ongoing operational staffing, or maintenance beyond the scope specified in the service agreement.
2.4 Service Availability
We reserve the right to modify or discontinue certain features or components of the Services, provided that such changes do not adversely impact the agreed-upon deliverables.

3. Payment Terms
3.1 Pricing
Pricing for the package tiers and any additional services is outlined in the proposal or service agreement. All prices are exclusive of applicable taxes.
3.2 Payment Methods
Payments can be made via credit card, bank transfer, or any other method specified by us.
3.3 Deposit
A non-refundable deposit of 100% upfront or 50% (subject to approval) is required to initiate the project.
3.4 Milestone Payments
Payments for project milestones will be invoiced according to the agreed schedule.
3.5 Recurring Fees
Ongoing services (e.g., maintenance, SEO) are billed monthly, with a minimum commitment period that may be specified based on your package.
3.6 Payment Default
Failure to make payments on time will result in suspension of Services. Reactivation may incur additional fees.
3.7 Refund Policy
Due to the nature of customized Services, payments are non-refundable. However, we will work diligently to address any concerns about the quality or delivery of our Services.

4. Client Responsibilities
4.1 Provision of Information
You agree to provide all required content, data, and access in a timely manner to avoid project delays.
4.2 Timely Approvals
Feedback and approvals must be provided within the timelines specified in the project schedule.
4.3 Intellectual Property Rights
You confirm that any materials provided to us, such as logos or images, do not infringe on third-party rights.
4.4 System Access
You agree to grant us access to your systems, accounts, or platforms as necessary to deliver the Services.

5. Intellectual Property
5.1 Ownership of Deliverables
Upon full payment, you own the final deliverables created for you, excluding proprietary tools or templates.
5.2 SoftwareWOW Retention Rights
We retain the right to use non-confidential deliverables as portfolio samples unless you explicitly request otherwise.
5.3 Third-Party Content
Third-party software, plugins, or services integrated into your solution are subject to the respective vendor’s licensing terms.

6. Confidentiality
6.1 Protection of Information
Both parties agree to protect confidential information disclosed during the project and not to disclose it to unauthorized third parties.
6.2 Exclusions
Confidentiality obligations do not apply to information that is publicly available, legally required to be disclosed, or obtained independently.

7. Warranty
7.1 Service Warranty
We warrant that Services will be delivered professionally, with reasonable skill and care.
7.2 Limitations
We do not guarantee specific outcomes such as search engine rankings or customer acquisition, as these depend on external factors.
7.3 Service Limitations
Deliverables are warranted to function as intended when used as directed. Misuse or unauthorized modifications void this warranty.

8. Indemnification
8.1 Client Indemnity
You agree to indemnify and hold us harmless from any claims arising out of:

• Your use or misuse of the Services.
  
• Intellectual property infringement due to materials you provide.
• Violations of applicable laws or regulations.

8.2 SoftwareWOW Indemnity
We agree to indemnify you against claims arising from our gross negligence or willful misconduct.

9. Liability Limitation
9.1 Exclusion of Liability
We are not liable for any indirect, consequential, or incidental damages arising from the use of our Services.
9.2 Maximum Liability
Our total liability under this agreement is limited to the total amount paid by you for the Services over the preceding 12 months.

10. Termination
10.1 Termination by Client
You may terminate the agreement with 30 days' written notice. Fees for work completed or in progress are non-refundable.
10.2 Termination by SoftwareWOW
We may terminate the agreement in cases of non-payment, breach of terms, or conduct detrimental to our business reputation.
10.3 Effect of Termination
Upon termination, all unpaid fees become immediately due, and access to Services or deliverables may be revoked.

11. Dispute Resolution
11.1 Mediation
Disputes will be resolved through mediation before pursuing legal action.
11.2 Jurisdiction
This agreement is governed by the laws of the Province of Ontario, Canada.

12. Force Majeure
Neither party is liable for delays or failure to perform due to causes beyond reasonable control, including natural disasters, cyberattacks, or government actions.

13. Data Protection and Privacy
13.1 Compliance
We comply with all applicable data protection regulations, including GDPR and CCPA.
13.2 Client Data
Your data will only be used for the purpose of providing the Services and will not be shared with third parties without consent.
14. Service Modifications
We reserve the right to update the scope of the Services to improve quality or compliance with new regulations, provided these updates do not materially affect agreed deliverables.
15. Ethical Use of Services
You agree to use our deliverables ethically and legally. We reserve the right to terminate Services if they are used for unlawful or unethical purposes.

16. Support
16.1 Scope of Support
Support includes troubleshooting and resolving issues related to the Services provided.

16.2 Availability
Standard support is available during business hours. Premium clients may receive 24/7 priority support.

17. Amendments
We may update these Terms from time to time. Updates will be communicated in writing and apply to new agreements or renewals.

18. Entire Agreement
These Terms, together with the proposal or service agreement, constitute the entire agreement between the parties, superseding all prior communications or agreements.

Last updated: January 10, 2025