Terms and Conditions
Last updated: Upon publication
These Terms and Conditions govern your use of services provided by Vitaloro ("we", "us", "our", "the Company"). By engaging our services or using our website, you agree to these terms in full. If you disagree with any part of these terms, please do not use our services.
1. Definitions
- **"Client"** refers to any individual or entity engaging Vitaloro for web design, development, or related services.
- **"Services"** refers to corporate website development, landing page creation, e-commerce solutions, website redesign, responsive web design, interface prototyping, and website technical support as offered by Vitaloro.
- **"Project"** refers to any specific work undertaken by Vitaloro on behalf of a Client.
- **"Deliverables"** refers to all work product, files, designs, code, and materials created during a Project.
2. Service Agreement
2.1 Scope of Work
Each project undertaken by Vitaloro will be defined by a separate written agreement or proposal outlining the specific scope, timeline, and pricing. These Terms and Conditions apply to all such agreements unless explicitly modified in writing.
2.2 Project Proposals
Proposals provided by Vitaloro are valid for a reasonable period as stated in the proposal document. Proposals represent estimates based on information available at the time and may be subject to revision if project requirements change.
2.3 Client Cooperation
Successful project completion requires timely provision of necessary materials, content, feedback, and approvals from the Client. Delays caused by late Client responses may affect project timelines and potentially incur additional costs.
3. Payment Terms
3.1 Pricing
Pricing for services will be specified in individual project proposals or agreements. All prices are quoted in the currency specified in the proposal.
3.2 Payment Schedule
Payment terms, including deposit requirements and milestone payments, will be outlined in each project agreement. Unless otherwise specified, invoices are due upon receipt.
3.3 Late Payments
Late payments may result in work suspension until outstanding balances are settled. We reserve the right to charge interest on overdue amounts in accordance with applicable law.
4. Intellectual Property
4.1 Client Materials
The Client retains ownership of all materials, content, trademarks, and intellectual property provided to Vitaloro for use in a project. The Client warrants that they have the right to use and share such materials.
4.2 Deliverables
Upon full payment, the Client receives ownership of the final approved deliverables as specified in the project agreement. This typically includes the completed website files, custom graphics created specifically for the project, and associated documentation.
4.3 Third-Party Components
Websites may incorporate third-party components such as content management systems, plugins, themes, stock images, or fonts. These remain subject to their respective licenses and are not owned by either party.
4.4 Portfolio Rights
Unless otherwise agreed in writing, Vitaloro retains the right to display completed work in our portfolio, marketing materials, and case studies.
5. Client Responsibilities
5.1 Content Provision
The Client is responsible for providing all text content, images, logos, and other materials required for the project in a timely manner and in formats reasonably requested by Vitaloro.
5.2 Accuracy
The Client is responsible for the accuracy and legality of all content provided. Vitaloro is not liable for any claims arising from Client-provided content.
5.3 Approvals
The Client agrees to review deliverables and provide feedback or approval within reasonable timeframes. Approved work will be considered accepted.
5.4 Hosting and Domain
Unless included in the project scope, the Client is responsible for securing web hosting and domain registration. Vitaloro can provide guidance on suitable providers.
6. Revisions and Changes
6.1 Included Revisions
The number of revision rounds included in a project will be specified in the project agreement. Revisions refer to modifications within the agreed scope of work.
6.2 Scope Changes
Requests for work outside the original scope constitute change requests and may require additional time and cost. Such changes will be documented and agreed upon before work proceeds.
7. Project Timeline
7.1 Estimated Timelines
Project timelines provided are estimates based on the anticipated scope and assume timely Client cooperation. Actual delivery dates may vary.
7.2 Delays
Vitaloro will communicate promptly regarding any anticipated delays. We are not liable for delays caused by circumstances beyond our reasonable control or by Client delays in providing required materials or feedback.
8. Website Technical Support
8.1 Support Services
Technical support services, where engaged, cover maintenance, updates, and troubleshooting as specified in the support agreement.
8.2 Response Times
Support response times will be outlined in the applicable support agreement. Emergency support availability, if offered, will be specified separately.
8.3 Exclusions
Support services do not cover issues arising from unauthorized modifications, third-party interference, hosting provider problems, or circumstances outside our control.
9. Warranties and Limitations
9.1 Workmanship
Vitaloro warrants that services will be performed with reasonable skill and care consistent with industry standards.
9.2 No Guarantee of Results
While we strive to create effective websites, we cannot guarantee specific business outcomes, search engine rankings, or traffic levels, as these depend on many factors outside our control.
9.3 Limitation of Liability
To the maximum extent permitted by law, Vitaloro's liability for any claim arising from our services is limited to the fees paid by the Client for the specific project giving rise to the claim. We are not liable for indirect, consequential, or incidental damages.
9.4 Third-Party Services
We are not responsible for the performance, availability, or policies of third-party services including hosting providers, domain registrars, payment processors, or software vendors.
10. Confidentiality
10.1 Confidential Information
Both parties agree to keep confidential any proprietary or sensitive information shared during the course of the engagement.
10.2 Exceptions
Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.
11. Termination
11.1 Termination by Client
The Client may terminate a project by providing written notice. The Client remains responsible for payment for all work completed up to the termination date, plus any non-recoverable costs incurred.
11.2 Termination by Vitaloro
We may terminate a project if the Client breaches these terms, fails to make required payments, or becomes unresponsive for an extended period. We will provide reasonable notice before termination where possible.
11.3 Effect of Termination
Upon termination and payment of all amounts due, the Client will receive completed deliverables as applicable. Work in progress may be provided at our discretion.
12. Dispute Resolution
Any disputes arising from these terms or our services will first be addressed through good-faith negotiation. If resolution cannot be reached, disputes will be handled in accordance with the laws of Canada, in the courts of competent jurisdiction.
13. General Provisions
13.1 Entire Agreement
These Terms and Conditions, together with any project-specific agreements, constitute the entire agreement between the parties regarding the subject matter herein.
13.2 Amendments
We may update these terms from time to time. Continued use of our services following changes constitutes acceptance of the revised terms.
13.3 Severability
If any provision of these terms is found to be unenforceable, the remaining provisions will continue in effect.
13.4 Assignment
The Client may not assign their rights or obligations under these terms without our written consent. We may assign our rights and obligations to a successor entity.
13.5 No Waiver
Failure to enforce any provision of these terms does not constitute a waiver of that provision or the right to enforce it later.
14. Contact Information
For questions about these Terms and Conditions or our services, please contact us:
Vitaloro
41 Centre St S, Calgary, AB T2G 2B6, Calgary, Canada
Email: contact@vitaloro.pro
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By engaging Vitaloro for services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.