Terms of Service

The specific scope, deliverables, timeline, and fees for each engagement are defined in a written Proposal or Statement of Work ("SOW") agreed upon by both parties prior to commencement of work. These Terms apply to all such engagements.

We reserve the right to modify, suspend, or discontinue any service offering at any time with reasonable notice. Changes to an active engagement scope must be agreed upon in writing by both parties and may affect the timeline and fees.

All proposals are valid for 30 days from the date of issue unless otherwise stated. A proposal does not constitute a binding agreement until countersigned by both parties and the initial deposit is received.

Our standard payment schedule for fixed-price projects is:

• •50% deposit due upon project commencement
• •25% due upon delivery of the mid-project milestone
• •25% due upon final delivery and client approval

Retainer and subscription services are invoiced monthly in advance. Custom payment schedules may be agreed upon in writing.

Invoices are due within 14 days of issue unless otherwise agreed. Overdue invoices may incur interest at 1.5% per month (18% per annum) on the outstanding balance. We reserve the right to suspend work on active projects until outstanding payments are received.

All fees are exclusive of applicable taxes (including VAT, GST, or sales tax). You are responsible for any taxes imposed on services provided to you, except for taxes on our net income.

Deposits are non-refundable once work has commenced. If a project is cancelled by the client after commencement, you will be invoiced for work completed to date at our standard hourly rate. If a project is cancelled by us without cause, we will refund any unearned portion of pre-paid fees.

Project timelines are estimates based on agreed scope and timely client collaboration. We are not liable for delays caused by late client feedback, scope changes, or factors outside our reasonable control (force majeure).

Each engagement includes a defined number of revision rounds as specified in the SOW:

• •Design (UI/Brand): 3 rounds of revisions
• •Development: 2 rounds per phase
• •Content/Copy: 2 rounds

Additional revisions beyond the included rounds are billed at our standard hourly rate, agreed upon in writing prior to commencement of additional work.

Deliverables are deemed accepted if no written objections are raised within 7 business days of delivery. Approved deliverables may not be revised without additional fees.

Requests for delivery within 50% of the standard timeline carry a 25% surcharge on the project fee, subject to availability and written agreement.

Upon receipt of full payment, VRN Digital Inc. assigns to you all intellectual property rights in the final deliverables specifically created for your project, including copyright in custom code, designs, and written content.

We retain ownership of and all rights to:

• •Our pre-existing tools, frameworks, libraries, and methodologies
• •General-purpose code, components, or templates not uniquely created for your project
• •Our internal processes, proposals, and proprietary systems

We grant you a perpetual, non-exclusive licence to use any retained elements embedded in your deliverables solely for operating the delivered project.

Unless otherwise agreed in writing, we reserve the right to display completed work in our portfolio, case studies, and marketing materials. We will not disclose confidential business information without prior written consent.

You warrant that you own or have the necessary licences for all materials, content, and assets you provide to us. You grant us a limited licence to use such materials solely for the purpose of delivering the agreed services.

Where deliverables include third-party assets (stock photography, fonts, plugins, or licensed software), separate licence terms apply. We will notify you of any such assets and their associated licence requirements.

We warrant that:

• •Services will be performed with reasonable skill and care
• •Deliverables will materially conform to the agreed specifications at the time of delivery
• •We have the right to enter into agreements and provide the services described

To the maximum extent permitted by applicable law, we disclaim all other warranties, express or implied, including:

• •Implied warranties of merchantability, fitness for a particular purpose, or non-infringement
• •Guarantees of specific business outcomes, revenue, traffic, rankings, or conversion rates
• •Uninterrupted or error-free operation of delivered software or websites
• •Compatibility with all future browser, device, or platform updates

Digital marketing results (SEO, PPC, social media) depend on many factors outside our control. We make no guarantee of specific results from marketing services.

You may terminate an active engagement with 14 days' written notice. You will be invoiced for all work completed to date at the agreed project rate or our standard hourly rate, whichever is lower. Non-refundable deposits will not be returned.

We may suspend or terminate services immediately, without liability, if:

• •You fail to make payment within 30 days of the due date
• •You materially breach these Terms and fail to remedy the breach within 14 days of notice
• •You engage in unlawful, abusive, or fraudulent conduct
• •Continuing the engagement would require us to violate applicable law

Upon termination: all outstanding fees become immediately due; we will deliver all completed work-in-progress; intellectual property rights in unpaid deliverables remain with us until full payment is received; and confidentiality obligations survive termination.

In the event of any dispute, both parties agree to first attempt resolution through good faith negotiation for a period of 30 days before initiating formal proceedings.

If negotiation fails, both parties agree to attempt non-binding mediation through a mutually agreed mediator before pursuing litigation or arbitration.

If mediation is unsuccessful, disputes shall be resolved by binding arbitration in accordance with the rules of a mutually agreed arbitration body. The arbitration award shall be final and enforceable in any court of competent jurisdiction.

You waive any right to participate in a class action lawsuit or class-wide arbitration against VRN Digital Inc..