Terms of Service

1. Who we are

Webmarks Design & Marketing Ltd. (“Webmarks”, “we”, “us”) provides website strategy, design, development, and support services. We are based in Lethbridge, Alberta.

2. How these terms work

These terms apply to projects, retainers, and support we deliver to our clients (“you”). They sit alongside any proposal, statement of work, or invoice we issue. If there is a conflict, the signed proposal or statement of work takes precedence for the specific project. More detailed domain administration specifics may be set in your signed proposal, statement of work, or engagement letter, which are incorporated by reference and prevail for the specific service if there is a conflict.

3. Your responsibilities

• Provide accurate content, brand assets, approvals, and access we need to do the work.
• Be the legal owner or licensee of all content you supply, and keep it lawful and non‑infringing.
• Manage and comply with your legal obligations, including privacy, CASL anti‑spam, accessibility, and industry regulations.

4. Third‑party services

We often use third‑party services like domain registrars, DNS, hosting providers, email services, CDNs, analytics, and payment processors.

• Control and accounts: You are the registrant or account holder wherever possible. We can help set up or configure services, but we do not control their uptime, pricing, or policies.
• Outages and changes: We are not responsible for outages, data loss, price changes, or policy changes by third parties. We will make reasonable efforts to help you resolve issues.
• CMS, plugins, and APIs: Performance or compatibility can be affected by changes to third‑party CMS software, plugins, or APIs. Remediation for issues caused by third parties is billable.
• Vendor‑held registrar account: For some clients, domains are registered in your name and renewed from the Webmarks master registrar account. You acknowledge that the registrar controls uptime, pricing, grace and redemption windows, and policies. You agree to keep ownership details accurate and maintain off‑domain admin email contacts. When Webmarks pays registrar fees from its master account, fees are re‑billed at cost under Section 12. We record DNS changes and verify DNS resolution. Outages or issues originating with the registrar or DNS provider are outside our control, and remediation time is billable unless covered by a support plan.

5. Domains and renewals

• Ownership: Domains should be registered in your legal name with accurate ownership details. If we assist, we do so as a facilitator only.
• Renewals: You are responsible for keeping domain contact details current and responding to renewal confirmations. We are not liable if a domain expires or is lost due to missed renewals. For vendor‑paid renewals, registrar fees we pay are re‑billed at cost under Section 12.
• DNS changes: We apply DNS changes with care, but you acknowledge that DNS propagation, caching, and third‑party behavior can affect availability.

Vendor domain administration

• Vendor‑managed: Domains are registered in your legal name and, during vendor management, may be held within the Webmarks master registrar account for operational continuity. Off‑domain admin email addresses are required for renewal alerts and ownership notices. You authorize Webmarks to initiate renewals, update contact records, and perform routine DNS changes to maintain continuity, subject to reasonable notice. Grace and redemption windows vary by TLD and registrar. If a domain enters redemption or auction, recovery fees and third‑party costs are your responsibility. At any time, you may request transfer to your own organization registrar account, and we will coordinate the move with minimal risk to DNS and SSL.
• Vendor‑paid: When Webmarks pays registrar fees for client domains from the Webmarks master registrar account, registrar and registry charges are paid by Webmarks then re‑billed to the client at cost under Section 12. If a renewal cannot be reimbursed or an account is overdue, Webmarks may pause non‑essential services after reasonable notice and will assist with transfer to the client’s registrar account to preserve continuity. Liability is capped per Section 14 and excludes consequential damages.

Shared registrar access (organization accounts)

• For clients using organization registrar accounts with shared roles, you retain owner controlled billing and registrant status. We can be added as an admin to assist with monitoring, renewals, and DNS changes, with off-domain alerting and 2FA in place. You may remove our access at any time, and we will assist with continuity and documentation. Fees and costs are treated as stated in Section 12.

6. Hosting and uptime

• Hosting provider: We recommend reputable providers. We do not guarantee uptime or performance, and we are not liable for provider outages or incidents.
• Maintenance windows: We may perform scheduled maintenance, upgrades, or security patches which can temporarily affect availability. We aim to do this during reasonable windows and will notify you for significant changes.
• Staging environment: Changes to functionality or software are tested in staging before going live, to reduce risk.
• Backups: Websites we host or maintain are backed up on a reasonable cadence, typically weekly site backups and daily database backups.
• Uptime monitoring: We use automated monitoring to alert us to outages, then coordinate with providers as needed.
• Major upgrades: Significant platform upgrades may be estimated separately.

7. Backups and data

• Backups: We follow reasonable backup practices for websites we host or maintain. No backup system is perfect.
• Data loss: We cannot guarantee no data loss. You should keep independent backups of critical data, content, and media.
• Restores: We will make reasonable efforts to restore from backups when needed. Time spent is billable unless covered by a support plan.

8. SEO and analytics

• Best practices: We build with modern SEO and analytics best practices, and we will explain configuration steps.
• No guarantees: We do not guarantee search rankings, traffic, conversions, or revenue. Search engines and markets change frequently.
• Access: You should maintain owner‑level access to analytics and search tools (for example, Google Search Console and analytics accounts).

9. Accessibility and compliance

• Intent: We aim to build accessible, standards‑based websites and follow reasonable privacy practices.
• Responsibility: You are responsible for legal compliance, including accessibility standards required for your organization, privacy disclosures, cookie notices, CASL compliance for email marketing, and sector‑specific regulations.
• Not legal advice: Our work is practical, not legal advice.

10. Content approvals and timelines

• Approvals: We rely on your approvals at key milestones. Delays in approvals or content delivery will extend timelines.
• Change requests: Changes outside the approved scope are quoted and billed at our current rate. We will confirm any impact on timelines.
• Contingency: Proposals may include a contingency allowance for collaboration‑driven adjustments. Contingency is billed only as used. Work beyond the allowance proceeds with written approval.
• Dormancy: Projects that go inactive for 45 days or longer may incur a fee to resume work, and timelines will be reset.

11. Intellectual property

• Your content: You own the content and brand assets you supply, including text, images, and trademarks. You retain ownership at all times.
• Design deliverables: Upon full payment, we grant you an exclusive, perpetual license to use the overall visual design of your project, including the site’s look and feel, page layouts, and design files. Individual UI components and patterns may be common to modern web design or built using third-party UI kits licensed to us. These are not exclusive to your project.
• Code and templates: Upon full payment, we grant you a perpetual, non-exclusive license to use, maintain, and modify the code, CMS configuration, and templates on your website. You may engage another developer to maintain or modify the site. These components follow common patterns and may share approaches with work we do for other clients. What makes your site unique is the design, content, and layout applied to them. You may not reuse the code on other websites or properties, or resell it.
• Our tools: Pre-existing code, base components, utilities, libraries, third-party UI kits, and internal tooling remain our intellectual property or are used under their respective licenses, and may be reused across projects.
• Open source and licenses: Some components are licensed under third-party terms. We will follow those licenses and expect you to do the same.
• Transition: If you choose to move to another developer, we will provide reasonable assistance with the handover, including access to source files and documentation for the project-specific deliverables, provided all invoices are paid. The first hour of transition support is included. Additional time is billable at our current rate.
• Project agreements: Proposals or statements of work may specify different licensing terms for a specific project, which take precedence over this section.

12. Fees, billing, and late payments

• Fees: Our proposals state project fees or retainer rates. Out‑of‑scope work is billed at our current rate.
• Deposits and milestones: Deposits and milestone invoices are due as stated in the proposal or invoice.
• Late payments: Late invoices may accrue interest or late fees as permitted by law. We may pause work or access if accounts are overdue, after reasonable notice.
• Net‑15 and currency: Payment terms are net 15. All prices are in Canadian Dollars, plus applicable taxes.
• Billing increments: Support work has a minimum billing period of 0.5 hours, billed in 0.25 hour increments.
• Collections and pause rights: Overdue accounts may be paused after reasonable notice. If we incur costs to collect unpaid invoices, you agree to reimburse reasonable collection and legal costs.
• Domain renewal administration: Our service fee for vendor‑managed renewals is stated in your proposal or invoice. Domain and DNS incident remediation is billed at our current hourly rate.
• Registrar and third‑party costs: Registrar charges, redemption fees, transfer fees, certificate re‑issuance, and similar third‑party costs are billed at cost and are not included in our service fee.
• Treatment as standard receivables: When Webmarks pays registrar fees for client domains, those amounts are re‑billed to the client and treated as standard receivables under this section, including late payment and pause rights.

13. Warranty and support

• Warranty: We warrant that our work will be performed with reasonable care and skill. If defects appear within 30 days of delivery, we will address them promptly.
• Exclusions: The warranty does not cover changes by others, third‑party failures, content errors, or issues caused by misuse or environments outside our control.
• Support: Ongoing support is available through separate maintenance plans or hourly billing.
• Browser and device testing: We test current versions of Chrome, Edge, Safari, and Firefox. Mobile testing uses responsive techniques and simulation tools. Enhanced legacy support or real device testing can be estimated separately. Variations in OEM browsers and legacy devices may show minor differences outside standard support.
• Support hours: We respond to support requests within one business day. Service hours are 9:00 AM to 4:30 PM, Monday to Friday, excluding Canadian and Alberta statutory holidays. We do not offer 24/7 support.
• Domain incidents: We respond to domain and DNS incidents with best‑effort same‑day during support hours. Restoration steps can include contact or billing updates, DNS and SSL checks, and registrar coordination. Time spent is billable unless covered by a support plan.

14. Limitation of liability

• Cap: Our total liability for any claim arising from the services is limited to the fees you paid to Webmarks in the 12 months before the event giving rise to the claim.
• No consequential damages: We are not liable for lost profits, lost revenue, lost data, business interruption, or any indirect or consequential damages.
• Reasonable limits: Nothing here excludes liability where such exclusion is prohibited by applicable Canadian law.
• Domain management clarifier: For vendor‑managed domains held in the Webmarks master registrar account, our total liability is limited to the fees you paid to Webmarks in the prior 12 months, and excludes registrar or registry failures, grace or redemption costs, and indirect or consequential damages.

15. Indemnity

You agree to indemnify and hold Webmarks harmless from claims, damages, and costs arising from your content, your misuse of the services, or your failure to comply with laws or third‑party licenses.

16. Privacy and Canadian laws

• Privacy: We handle personal information in line with applicable Canadian privacy laws, including PIPEDA, and our Privacy Statement.
• CASL: You are responsible for compliance with Canada’s anti‑spam law when sending commercial electronic messages.

17. Force majeure

We are not liable for delays or failures caused by events beyond our reasonable control, for example major outages, natural disasters, or supplier incidents. We will resume work as soon as practical.

18. Termination

Either party may terminate a project or plan with written notice. You agree to pay for work completed and committed third‑party costs. We will deliver any paid‑for assets and a reasonable handover.

• For cause: Either party may terminate for a material default if not cured within 30 days of notice, or sooner if not reasonably curable and diligent cure does not commence.
• Handoff and access removal: Upon termination, and provided accounts are paid, we remove our user access, provide documented steps to confirm ownership, contacts, nameservers, and resolution, and assist with transfer to your organization registrar account. If Webmarks stops managing domains or if accounts are overdue, we will, after reasonable notice, assist with transfer to your registrar account to preserve continuity.

19. Dispute resolution and governing law

We will work in good faith to resolve any dispute informally. If we cannot resolve it, these terms are governed by the laws of Alberta and the courts of Alberta have jurisdiction.

20. Entire agreement, severability, and updates

These terms, together with your proposal or statement of work, are the entire agreement for the services. If any part is invalid, the rest remains in effect. We may update these terms from time to time, and we will post the latest version on Webmarks.ca. Material updates take effect 30 days after notice by email or invoice note. Continued use of the services after the effective date indicates agreement.

Contact

Questions about these terms: [email protected]