Terms of Service

1. Eligibility & Acceptance

You must be at least 18 years of age and capable of forming a legally binding contract to use the Services. By using the Services, you represent and warrant that you meet these requirements and that the information you provide to us is accurate and complete.

We may update these Terms from time to time. Continued use of the Services after an update constitutes acceptance of the revised Terms. See the “Changes to These Terms” section below.

2. The Services & Statements of Work

Krowsoft provides design, development, hosting, automation, and consulting services. The specific scope, deliverables, milestones, timelines, and fees for any engagement will be described in a written proposal, estimate, order form, or statement of work agreed by both parties (each, an “SOW”).

Each SOW is incorporated into and governed by these Terms. If there is a conflict between these Terms and a signed SOW, the SOW controls for that engagement. Work outside the agreed scope (“change requests”) may require a written amendment and additional fees.

3. Proposals, Estimates & Quotes

Estimates and quotes are good-faith projections based on the information available at the time and the scope described. They are not guarantees of final cost. Unless stated otherwise, a quote is valid for thirty (30) days. Changes to scope, requirements, or third-party dependencies may change the cost and timeline.

4. Fees, Payment & Taxes

You agree to pay all fees set out in the applicable SOW. Unless otherwise stated, an initial deposit or first payment is due before work begins, and subscription or maintenance fees (for example, ongoing hosting, support, or managed services) are billed in advance on a recurring basis.

• Invoices are due within the period stated on the invoice (or fifteen (15) days if not stated).
• Late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law, and we may suspend Services for non-payment after reasonable notice.
• Fees are non-refundable except as expressly stated in an SOW or required by law. Deposits reserve our time and are non-refundable once work has begun.
• All fees are exclusive of taxes; you are responsible for applicable sales, use, VAT, GST, or similar taxes, excluding taxes on our net income.
• Recurring subscriptions renew automatically until cancelled in accordance with the applicable SOW.

5. Refunds, Returns & Cancellations

All sales are final. Because our Services consist of custom, made-to-order professional work and digital deliverables, all fees, deposits, and charges are non-refundable, and we do not offer returns, refunds, credits, or exchanges once a payment has been made or work has begun, except where a refund is expressly required by applicable law.

Deposits and upfront payments reserve our time and resources and are non-refundable. If you cancel a project after it has started, you remain responsible for payment for all Services performed and expenses incurred up to the date of cancellation, and any prepaid amounts will be applied to that work rather than returned to you.

Recurring subscriptions (such as hosting, maintenance, or support plans) may be cancelled to stop future renewals as described in the applicable SOW or plan; however, fees already paid for the current billing period are non-refundable, no partial or prorated refunds are provided, and the Services continue until the end of the period already paid for. Initiating a chargeback or payment dispute in violation of these Terms may result in immediate suspension or termination of the Services.

6. Client Responsibilities

A successful project depends on your timely cooperation. You agree to:

• Provide accurate information, content, assets, access, and credentials we reasonably need to perform the Services;
• Designate an authorized point of contact empowered to give approvals and feedback;
• Review deliverables and provide consolidated feedback within the timeframes set in the SOW; and
• Ensure you have all rights and licenses to any materials you provide to us.

Delays caused by late feedback, missing materials, or unavailable approvals may extend timelines and, where they cause us additional work, may increase fees.

7. Timelines & Delays

We will use commercially reasonable efforts to meet the schedule in the applicable SOW. Timelines are estimates and may be affected by change requests, your responsiveness, third-party services, and events outside our reasonable control. We are not liable for delays caused by such factors.

8. Revisions & Acceptance

Each SOW describes the number of included revision rounds, if any. Deliverables are deemed accepted when you approve them in writing or when you fail to provide written rejection (describing the specific deficiency) within the review window stated in the SOW (or seven (7) days if not stated). Additional revisions beyond the included rounds may incur additional fees.

9. Intellectual Property

Deliverables

Upon full payment of all amounts due for an engagement, Krowsoft assigns to you the rights it holds in the final, paid-for deliverables created specifically for you under the SOW, except for Pre-Existing and Third-Party Materials described below. Until full payment is received, all deliverables remain the property of Krowsoft.

Pre-Existing & Krowsoft Materials

Krowsoft retains all rights in its pre-existing materials, tools, frameworks, libraries, know-how, and any general components, templates, or techniques it uses or develops (the “Krowsoft Materials”). To the extent Krowsoft Materials are embedded in a deliverable, Krowsoft grants you a perpetual, non-exclusive, worldwide license to use them as part of that deliverable.

Third-Party & Open-Source Components

Deliverables may include third-party or open-source software that is licensed under its own terms. You agree to comply with those terms. Krowsoft does not grant rights beyond those it holds in such components.

Portfolio Rights

Unless an SOW says otherwise, Krowsoft may identify you as a client and display non-confidential aspects of the work (for example, screenshots and a project summary) in its portfolio and marketing.

10. Maintenance, Support & Hosting

Ongoing maintenance, support, managed services, and hosting are provided only where expressly purchased and are subject to the service levels, hours, and fees in the applicable SOW or plan. Without an active maintenance or support plan, Krowsoft has no obligation to monitor, update, patch, or support a deliverable after delivery.

Where we resell or provision third-party hosting or infrastructure, your use is also subject to the relevant provider’s terms, and availability depends on those providers.

11. Third-Party Services & Integrations

The Services may connect to or rely on third-party platforms and tools (for example, Slack, Microsoft Outlook, Salesforce, SAP, Mailchimp, Calendly, payment processors, and cloud providers). We do not control these services, are not responsible for their performance, availability, or changes, and your use of them is governed by their own terms and privacy policies.

12. Confidentiality

Each party may receive non-public information of the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will use Confidential Information only to perform under these Terms and will protect it using at least reasonable care. This section does not apply to information that is public through no fault of the receiving party, independently developed, or rightfully obtained from a third party, and does not prevent disclosures required by law.

13. Acceptable Use

You agree not to use the website or Services to: violate any law; infringe the rights of others; transmit malicious code; attempt to gain unauthorized access to our systems or those of others; interfere with or disrupt the Services; or use the Services to build a competing product. We may suspend or terminate access for violations of this section.

14. Warranties & Disclaimers

Krowsoft warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. For custom-developed deliverables, and unless an SOW states otherwise, we will correct material defects you report in writing within thirty (30) days of delivery that cause the deliverable to fail to conform to the agreed specifications, as your sole and exclusive remedy for such defects.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE WEBSITE, SERVICES, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND KROWSOFT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. KROWSOFT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

KROWSOFT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO KROWSOFT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

16. Indemnification

You agree to defend, indemnify, and hold harmless Krowsoft and its officers, employees, and contractors from and against any third-party claims, damages, liabilities, and reasonable expenses (including attorneys’ fees) arising from: (a) content, materials, or instructions you provide; (b) your use of the Services in violation of these Terms or applicable law; or (c) your products or services delivered to your own customers.

17. Term & Termination

These Terms apply while you use the Services and remain in effect for the duration of any active SOW or subscription. Either party may terminate an engagement for material breach that remains uncured thirty (30) days after written notice. Upon termination, you agree to pay for all Services performed and expenses incurred up to the effective date of termination.

Sections that by their nature should survive termination (including Intellectual Property, Confidentiality, Warranties & Disclaimers, Limitation of Liability, Indemnification, and Governing Law) will survive.

18. Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, or failures of third-party providers.

19. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first attempt to resolve any dispute informally by good-faith negotiation. If the dispute is not resolved within thirty (30) days, the parties submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada, and each party consents to venue there. To the fullest extent permitted by applicable law, each party agrees that any claim will be brought in an individual capacity and not as part of any class or representative proceeding.

20. Changes to These Terms

We may modify these Terms at any time by posting the updated version on this page and revising the “Last updated” date. Material changes will be effective upon posting (or as otherwise required by law). Your continued use of the website or Services after changes become effective constitutes acceptance of the revised Terms.

21. General

These Terms, together with any applicable SOW, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements on that subject. If any provision is found unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, or sale of assets. Nothing in these Terms creates a partnership, joint venture, or employment relationship. Notices to Krowsoft may be sent to the contact details below.