1. Parties and Agreement

In these documents, "Beat Works," "we," "us," and "our" refer to the website design, development, e-commerce, maintenance, digital and related service provider identified on the applicable proposal, invoice or order form. "Client," "you," and "your" refer to the person or organization purchasing or using the Services. "Services" means only the work expressly identified in an accepted proposal, statement of work, order form or invoice.

This Website Development Agreement becomes effective when the Client signs it, electronically accepts it, pays a required deposit, or otherwise clearly accepts the applicable proposal, to the extent permitted by law.

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2. Scope of Services

Beat Works will provide only the deliverables expressly listed in the signed or accepted proposal or statement of work. Features, pages, integrations, copywriting, photography, product entry, SEO, hosting, domains, email, maintenance, accessibility remediation, legal compliance work, or other services are excluded unless specifically included.

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3. Change Requests and Additional Work

Any request outside the agreed scope is a change request. Beat Works may require written approval of revised fees, timelines and deliverables before beginning additional work. Silence, informal discussion or a client's assumption does not expand the scope.

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4. Client Responsibilities

The Client must provide timely feedback, approvals, access credentials, brand assets, text, images, product information and other materials reasonably required for the project. The Client represents that it has all rights and permissions needed for materials it supplies and that its business, products, claims and content are lawful.

 

5. Timeline and Client Delays

Project dates are estimates unless expressly stated as firm deadlines. Client delays, late content, changing instructions, unavailable third-party systems, force majeure events and approved scope changes may extend delivery dates. Beat Works is not responsible for delay caused by matters outside its reasonable control.

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6. Fees and Payment

Fees and payment milestones are stated in the proposal or invoice. Amounts are due when stated. Beat Works may pause work, withhold launch, disable its own unpublished work product, or withhold transfer of final files when an undisputed amount is overdue, subject to applicable law. The Client remains responsible for approved third-party costs and applicable taxes.

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7. Deposits and Earned Fees

A deposit or initial payment reserves production capacity and may become earned as planning, design, setup and development work is performed. Any refund or cancellation rights are governed by the Refund & Cancellation Policy and mandatory law. Nothing in this Agreement removes a statutory cancellation or refund right.

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8. Revisions and Acceptance

Included revision rounds, if any, are defined in the proposal. A revision is a reasonable adjustment to work already within scope, not a new concept or feature. Beat Works may treat a deliverable as accepted when the Client approves it in writing, launches or uses it, or fails to identify material scope-based defects within the review period stated in the proposal.

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9. Intellectual Property

Until all amounts due for the project are paid, Beat Works retains ownership of its original project work to the extent permitted by law. After full payment, the Client receives the rights expressly identified in the proposal to final custom deliverables. Beat Works retains ownership of pre-existing tools, templates, methods, reusable code, know-how and other background materials. Third-party assets remain subject to their own licences.

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10. Portfolio Rights

Unless the Client and Beat Works agree otherwise in writing, Beat Works may identify the Client as a customer and display non-confidential final public-facing work in its portfolio, case studies and promotional materials. The Client may request reasonable confidentiality restrictions before launch.

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11. Third-Party Services

Domains, hosting, payment processors, plugins, APIs, fonts, stock media, analytics, e-commerce platforms, search engines and other third-party services are controlled by their providers. Beat Works does not guarantee their availability, security, pricing, policies, compatibility or continued operation.

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12. SEO, Traffic and Business Results

Beat Works does not guarantee search rankings, traffic, leads, conversions, revenue, sales, advertising results or approval by third-party platforms. Any forecasts or examples are illustrative only.

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13. Legal and Regulatory Compliance

Unless expressly contracted as a separate service, Beat Works does not provide legal, tax or regulatory advice and does not determine whether the Client's website, products, claims, privacy practices, accessibility practices, marketing, cookies or terms comply with every law applicable to the Client. The Client is responsible for obtaining appropriate professional advice.

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14. Warranties

Beat Works will perform the Services with reasonable care and skill. Except for warranties that cannot lawfully be excluded, all other representations and warranties, express or implied, are excluded to the maximum extent permitted by law.

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15. Limitation of Liability

To the maximum extent permitted by law, Beat Works will not be liable for indirect, incidental, special, punitive or consequential losses, including lost profits, lost revenue, lost data or business interruption. To the maximum extent permitted by law, Beat Works' aggregate liability arising from the applicable project will not exceed the fees actually paid to Beat Works for that project during the 12 months preceding the event giving rise to the claim. These limits do not apply where applicable law prohibits limitation.

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16. Indemnity

To the extent permitted by law, the Client will indemnify Beat Works against third-party claims arising from Client-supplied content, Client products or services, unlawful Client instructions, infringement caused by materials supplied by the Client, or the Client's use of the website in violation of law or this Agreement. This clause does not require indemnification for Beat Works' own fraud, wilful misconduct or liability that cannot legally be shifted.

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17. Suspension and Termination

Either party may terminate for a material breach that remains uncured after reasonable written notice, unless immediate termination is justified by law or serious misconduct. Beat Works may suspend work for overdue undisputed invoices, security risks, unlawful instructions or failure to provide essential cooperation. On termination, the Client must pay for authorized work and non-cancellable costs incurred up to termination, subject to mandatory consumer rights.

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18. Governing Law and Disputes

This Agreement is governed by the laws of Ontario and the federal laws of Canada applicable there, without excluding mandatory laws that apply regardless of this clause. The parties will first attempt in good faith to resolve disputes through written discussion. Any court proceeding will be brought in a court of competent jurisdiction in Ontario unless applicable law requires otherwise.

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19. Electronic Acceptance

The parties may execute or accept this Agreement electronically. Ontario law recognizes electronic contracts and, in appropriate circumstances, electronic signatures. The parties should retain a copy of the accepted Agreement.

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20. Entire Agreement and Priority

The accepted proposal or statement of work, this Agreement and any incorporated Beat Works policies form the agreement for the project. If there is a conflict, a specifically negotiated written term in the signed proposal controls over a gfor that project.  Invalid provisions will be limited or severed to the minimum extent necessary without invalidating the remainder.