Calgary Website Design Development

Terms & Conditions

Update January 02, 2025

These terms and conditions are applied to all clients of Global iTech Systems Ltd, which is referred to by “Global iTech Systems Ltd.” and the domain is registered as www.globalitech.live and www.globalitechsystems.com which has signed the contract with us. Here the word “contractor” refers to Global iTech Systems Ltd. Global iTech Systems Ltd and its website designer and developer and “client” refers to Global iTech Systems Ltd. Global iTech Systems Ltd’s client.

1. DESCRIPTION OF THE SERVICES: The Contractor will provide website services for the Client by timely providing Website design, Web development, SEO, Web Hosting, Domain Registration, graphics, and design (the Services”) in a professional and timely manner. All programming and documentation shall comply with standards currently employed by the Client. The parties may at any time modify the scope of the Services by including desired changes in a written” change order” that explains the changes and the adjustment to the payment for the Services that will result from such changes. Such changes in order shall become effective when signed and dated by both parties. Once the written contract sign by both parties (contractor and client), the client is fully responsible for the contract. As per contracting document section 12, clause (I) “Scope of work – Scope of Work is specified as per Appendix A ” is a document contractor provides to the client. The client does not need to sign this Appendix A. The client is responsible for this document as this document is a scope of work. In case, if the client disagrees with the scope of work, the client has to inform the by email in writing to contractor. Oral order or telephone call discussion does not count by these terms and conditions. The client agrees to pay with a separate invoice that the contractor claims the work is “out of scope” as per appendix A.

2. DESIGN TEAM: The Contractor will use only qualified personnel to provide the Services (the “Design Team”). The Client acknowledges, understands, and affirms that the Contractor may hire or engage developers, subcontractors, or team members from outside of Canada as required for the proper execution and completion of the project. The Client agrees to this arrangement and accepts that such engagements shall not limit, reduce, or otherwise affect the Contractor’s rights, obligations, or compensation under this Agreement.The Contractor reserves the right to make changes to the design Team at its sole discretion and will provide prior written notice of any anticipation change and a reasonable explanation for the change. Orientation of replacement personnel shall be at the Contractor’s expense. After finishing, the website design, the client agrees to review the site within 2 weeks. The contractor will not be responsible after 2 weeks. The client agrees with the originality of the text, images, and video. The contractor is not responsible for language and grammar or paragraphs or sentences that are put on the website.

3. WEBSITE GO LIVE, FILE TRANSFER TO CLIENT & SIGN-OFF: 3.1-After completion of the project by a given time frame, the website is “go-live” stage, where the website is fully rolled out live onto your domain name. The client agrees to project closure and sign-off. Global iTech System Ltd offers 90 Days of free support relating to the project for unforeseen bug fixes and problems. If the client sign for the yearly maintenance plan ie the $90.00 monthly fee, the contractor will provide 3 hours of work every month. Unused hours do not roll over.
3.2- The Client acknowledges, understands, and affirms that the Contractor utilizes the cPanel system to upload test files, design files, and related project materials. The Client further agrees and accepts that cPanel does not maintain a version-control history or commit record comparable to platforms such as GitHub. Accordingly, the Contractor and the Company shall not be held responsible for any absence of version history, upload logs, or GitHub-style tracking for design or test files.
3.3- The Client confirms that they have fully read, understood, and agreed that the Company may transfer any and all website-related files using any method or medium chosen by the Company, including but not limited to GitHub, WeTransfer, email (ZIP attachments), USB/pen drives, external hard drives, or any other secure file-transfer platform. The Client also agrees that any inquiry or request related to GitHub access or historical version records for such files shall not constitute grounds for dispute, liability, or claim against the Contractor or the Company. The client also understand, confirm and agrees to transfer big size files to transfer via wetransfer.com, a standard process to send file to the client if file size is too big for github as Github accept 25mb or less for transfer.

4. PAYMENTS: 4.1-In consideration of the services, the Client will pay the Contractor in accordance with the payment schedule and terms set forth and agreed upon. For yearly recurring domain and hosting fees, the client is responsible to renew the domain and hosting fee before the domain and hosting expiration date. The contractor is not liable in case of the client’s domain or hosting expires due to their inattention to renewal. The client agrees to pay a minimum of $200.00 for the hosting renewal fee yearly and a $90.00 web maintenance fee monthly to keep the website live. In case of failure to make payment or inattention to pay, the client agrees with the contractor to collect the domain, hosting, and website maintenance fee from the collection agency. The client agrees to pay a separate fee for email management on monthly basis.

4.2-In the event that the service contract is terminated by either party of any kinds of reason, the Client agrees to pay for all hours worked and all services completed up to the date of termination, as invoiced by the Company. The Client acknowledges, understands, and agrees to fully compensate the Contractor/Company for all completed work and billable hours.

5. OWNERSHIP RIGHTS:5.1 The Client will own all of its proprietary information as included in the services as well as all source code, documentation, operating instructions, design concepts, content, graphics, domain names, and characters. Any and all such property shall be delivered to the Client on request by the Client. Upon request, the Contractor shall sign all documents necessary to confirm or perfect the exclusive interests of the Client.

5.2- Client agree and understand that the company/contractor can use their server to upload company test files or design and CMS.

6. CONTRACTOR’S OWNERSHIP RIGHTS AND GRANT OF LICENSE: Notwithstanding any other provision of this Agreement, the services will/may include some programming code that the Contractor has previously developed for its own use (the “Contractor’s Prior Code”). The Contractor expressly retains full ownership of such code, including all associated rights to use such code. However, the Contractor also grants to the Client and its users a perpetual, non–exclusive license to use the Contractor’s Prior Code. A copy of a listing of the specific computer files that comprise the Contractor’s Prior Code will be provided to the Client upon completion of the services. Any programming that includes the Contractor’s Prior Code shall include such copyright notices regarding the Contractor’s Prior Code as the Contractor may require.

7. CONFIDENTIALITY: The Contractor will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Contractor, or divulge, disclose, or communicate in any manner any information that is proprietary to the Client ( e.g., trade secrets, know-how, and confidential information). The Contractor will protect such information and treat it as strictly confidential. The provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, the Contractor will return to the Client all records, notes, documentation, and other items that were used, created, or controlled by the Contractor during the term of this Agreement. The Client may seek and obtain injunctive relief against the release or threatened release of such information in addition to any other legal remedies which may be available.

8. NON- SOLICITATION OF EMPLOYEES: The Client and the Contractor agree to refrain from soliciting for employment, without the prior written consent of the other, their respective employees during the term of this Agreement and for a period of two (2) years following the termination of this Agreement.

9. INDEPENDENT CONTRACTOR: The Contractor is an independent contractor with respect to its relationship to the Client. Neither the Contractor nor the Contractor’s employees are or shall be deemed for any purpose to be employees of the Client. The Client shall not be responsible to the Contractor, the Contractor’s employees, or any governing body for any payroll taxes related to the performance of the services. Upon request, the Contractor will provide evidence of appropriate insurance coverage for worker’s compensation and general liability insurance.

10. PROMOTION: The Contractor will not use the names, trademarks, service marks, symbols, or any abbreviations of the Client, without the prior written consent of the Client.

11. WARRANTY- CLIENT: The Client represents and warrants to the Contractor that the Client owns ( or has a legal license to use) all photos, text, artwork, graphics, designs, trademarks, and other materials provided by the Client for inclusion in the Website, and that the Client has obtained all waivers, authorizations, and other documentation that may be appropriate to evidence such ownership. The Client shall indemnify and hold the Contractor harmless from all losses and claims, including attorney’s fees and legal expenses that may result by reason of claims by third parties related to such materials.

12. DISCLAIMER OF WARRANTIES: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

13. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT SUCH AS BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.

14. INDEMNITY: 14.1-Each party to defend, indemnify, and hold harmless the other party and its officers. Directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs, and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement. The Client acknowledges, understands, and agrees that all project work completed by the Developer, including all billable hours incurred before, during, and after the transfer of any files or materials, must be paid in full. The Company is entitled to protect and enforce payment for all work performed, irrespective of project status or file delivery.
14.2- Furthermore, if any party decides to terminate the agreement, the Client agrees to pay for all completed tasks and the hours worked by the Company as outlined in the invoice provided. The Client acknowledges and agrees that all invoices issued by the Company for completed work and hours rendered shall be deemed valid and payable. The Client shall not dispute, withhold, reject, or refuse payment of any such invoice. All invoiced amounts must be paid in full in accordance with the payment terms set out in this Agreement.

14.3- The Client acknowledges, understands, and agrees that the Company may upload test or sample files to the Company’s server solely for the purpose of demonstration, review, and approval by the Client. Upon the Client’s approval of the work, the Company will transfer the finalized files to the Client’s server after the site is deployment.

15. ASSIGNMENT: This Agreement is not assignable, in whole or in part, by either party without the prior written consent of the other party. Any attempt to make such an assignment shall be void.

16. TERMINATION: This Agreement shall terminate automatically upon the completion of the Services described herein. In the event of such termination, the Client shall be obligated to pay only for actual services provided by the Contractor and for expenditures incurred with the Client’s approval.

17. DEFAULT AND TERMINATION: If a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate this Agreement by providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default. The party in default shall have 14 business days from the effective date of such notice to cure the default(s). Unless requested by the notifying party, failure to resolve the violation within this period will result in the automatic termination of this agreement.

Furthermore, if any party decides to terminate the agreement, the Client agrees to pay for all completed tasks and the hours worked by the Company as outlined in the invoice provided. The Client acknowledges and agrees that all invoices issued by the Company for completed work and hours rendered shall be deemed valid and payable. The Client shall not dispute, withhold, reject, or refuse payment of any such invoice. All invoiced amounts must be paid in full in accordance with the payment terms set out in this Agreement.

18. TAXES: The Client shall pay the amount of any sales, use, excise, or similar taxes applicable to the performance of the services if any, or, in lieu of such payment, the Client shall provide a certificate acceptable to the taxing authorities exempting the Client from payment of such taxes.

19. SEVERABILITY: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.

20. GOVERNING LAW / FORUM: This Agreement shall be construed in accordance with the internal laws of the province of Alberta without regard to conflict of laws rules. The venue shall be in a court of competent jurisdiction in the province of Alberta and both parties expressly consent to jurisdiction in such courts.

21. COMPLETE CONTRACT / AMENDMENT: This Agreement supersedes all prior agreements and understandings between the parties for the performance of the Services, and constitutes the complete agreement and understanding between the parties. The parties may amend this Agreement in a written document signed by both parties.

22. SIGNATORIES: Once the client agrees to provide a job to the designer or Global iTech Systems Ltd, it will be considered a signed contract, “these terms and conditions” apply immediately from the day of oral/written approval.