01
These terms
These Terms & Conditions apply to all services provided by Raza Foundry (“Raza Foundry”, “we”, “us”), located at 135 Desert Sand Dr, Brampton, Ontario L6R 1V7, Canada.
They apply to every enquiry, consult, proposal, and engagement unless a signed written agreement between us says otherwise. Where a signed agreement conflicts with these terms, the signed agreement prevails for that engagement.
By engaging Raza Foundry, or by approving a proposal or Statement of Work, you accept these terms. We may update them from time to time; the version in force at the date your engagement is agreed is the version that governs it.
02
Definitions
- Client — the individual or organisation engaging us, referred to as “you”.
- Services — the work described in an accepted proposal or Statement of Work, including systems and integration, AI and automation, digital presence, and advisory work.
- Statement of Work (SOW) — the written document setting out deliverables, milestones, timelines, fees, and assumptions for an engagement.
- Milestone — a defined unit of work identified in the SOW that is delivered, reviewed, and approved as a whole.
- Deliverable — any output produced under a Milestone, including code, configuration, documentation, designs, or written material.
03
Engagement and scope
Every engagement begins with a consult. The consult carries no fee and no obligation on either side.
Following the consult, we issue a written proposal or SOW setting out the scope, milestones, timelines, assumptions, and fees. Work begins only once that document is approved in writing by you. We do not start on a verbal instruction.
Anything not written into the SOW is outside scope. Where you request additional work, we will confirm the impact on fees and timeline in writing before proceeding, and that additional work becomes its own milestone.
04
Milestones, approval, and invoicing
Work runs in the milestones defined in the SOW. Each milestone is delivered to you for review.
An invoice is issued only after a milestone has been completed, revised as reasonably needed, and approved by you. There is no upfront payment for undelivered work, and no deposit is required to begin.
Where you have not provided approval or substantive feedback within ten (10) business days of delivery, and we have followed up in writing at least once in that period, the milestone is treated as approved so the engagement can continue. This does not remove your right to raise defects under section 13.
If work was carried out but a milestone was not reached, that work is not charged.
05
Revisions
Reasonable revisions required to bring a milestone to the outcome agreed in the SOW are included in the milestone fee. We do not treat finishing our own work as a chargeable extra.
Revisions that change the agreed outcome — new features, a different direction, added platforms or audiences, or repeated reversals of settled decisions — are a change of scope rather than a revision, and are handled under section 3.
06
Fees, currency, and taxes
Fees are set out in the SOW. They are quoted per milestone, per project, or at an hourly or daily rate, as stated in that document.
All fees are quoted and payable in XXX unless the applicable written agreement states otherwise.
Fees are exclusive of applicable taxes, which are added where required by law. Third-party costs — software licences, subscriptions, hosting, domains, API usage, stock assets, and similar — are your responsibility and are either billed to you at cost or paid by you directly. We identify any such costs we are aware of in the SOW.
07
Payment
Payments are accepted via Stripe and PayPal. Invoices are payable within fourteen (14) days of issue unless the SOW states different terms.
Where an invoice remains unpaid after the due date, we may pause work on the engagement after giving you written notice. We do not withhold Deliverables that have already been paid for.
If you believe an invoice is incorrect, tell us in writing before the due date and we will review it. Please contact us before initiating a chargeback — almost every billing dispute is resolved faster directly, and a chargeback raised without contact costs both sides more than it recovers.
08
Refunds and cancellation
Either party may end an engagement by giving fourteen (14) days written notice.
- Paid but undelivered. If a project cannot be completed, you receive a pro rata refund for any milestone that has been paid for but not delivered.
- Delivered but not milestoned. Work carried out that did not reach a defined milestone is not charged, and nothing is owed for it.
- Delivered and approved. Milestones that have been delivered, revised as reasonably needed, and approved are payable, and are not refundable on the basis of a later change of direction.
Refunds are issued to the original payment method within a reasonable period after the engagement ends. Third-party costs already incurred on your behalf are not refundable.
09
Your responsibilities
Delivery depends on things only you can supply. You agree to provide, in reasonable time: accurate information about your systems and processes; access and credentials required to carry out the work; content, assets, and approvals identified in the SOW; and a named point of contact authorised to give feedback and sign off milestones.
Where a delay is caused by information, access, or approval not being provided, timelines shift accordingly and we are not responsible for the resulting delay.
You confirm that any material you supply is yours to supply, and that you hold the rights or licences necessary for us to use it in the Deliverables.
10
Intellectual property
On full payment of the applicable milestone, ownership of the Deliverables produced for you under that milestone passes to you, including code, configuration, documentation, and written material created specifically for your engagement.
We retain ownership of our pre-existing tools, frameworks, methods, templates, and general know-how. Where any of these are embedded in a Deliverable, you receive a perpetual, non-exclusive, royalty-free licence to use them as part of that Deliverable.
Third-party components remain subject to their own licences, which we identify where relevant.
Unless you ask us in writing not to, we may describe the engagement in general terms as part of our own portfolio. We will not disclose confidential details in doing so.
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Third-party services and AI
Engagements frequently involve third-party platforms, APIs, hosting, and payment processors. These are governed by their own terms, pricing, and availability, and we do not control them. We are not responsible for a third party changing its pricing, deprecating an API, suffering an outage, or terminating your account.
Where an engagement involves artificial intelligence, you acknowledge that AI systems are probabilistic and can produce output that is incorrect, incomplete, or unsuitable without review. We will not deploy an AI component into a consequential decision path without a human review point, and you remain responsible for the use your organisation makes of any AI system after handover, including compliance with laws applicable to your industry.
Where your data is processed by a third-party AI provider as part of an agreed solution, we will identify that provider in the SOW before implementation.
12
Confidentiality and data
Each party will keep the other’s confidential information confidential, use it only for the purpose of the engagement, and not disclose it to third parties except to those who need it to deliver the Services and are under equivalent obligations. This does not apply to information that is public, already known, or required to be disclosed by law.
Where we handle personal information on your behalf, we do so only as necessary to deliver the Services, in line with Canadian privacy legislation including PIPEDA. We do not sell, rent, or trade your information.
Credentials you provide are used solely to carry out the agreed work. We recommend issuing us dedicated accounts with the minimum access required, and revoking them on completion. We will confirm when our access is no longer needed.
13
Warranties and liability
We warrant that the Services will be performed with reasonable skill and care by suitably capable people, and that Deliverables will materially conform to the SOW at the time of approval.
Where a Deliverable does not materially conform to the SOW and you notify us in writing within thirty (30) days of approval, we will correct it at no additional charge. This is your primary remedy for a defect. The warranty does not cover issues caused by changes made by you or a third party after handover, by third-party platform changes, or by use outside the agreed purpose.
Except as stated above, the Services and Deliverables are provided without further warranties, express or implied, to the fullest extent permitted by law. We do not warrant any particular commercial result, ranking, conversion rate, or revenue outcome.
Neither party is liable for indirect, incidental, special, or consequential loss, or for loss of profit, revenue, data, or business opportunity. Our total aggregate liability arising out of or in connection with an engagement is limited to the total fees paid by you to us under that engagement in the twelve (12) months preceding the event giving rise to the claim.
Nothing in these terms limits liability for fraud, wilful misconduct, or any liability that cannot lawfully be limited.
14
Term and termination
An engagement begins on the date the SOW is approved and continues until the final milestone is delivered and approved, unless ended earlier.
Either party may terminate on fourteen (14) days written notice. Either party may terminate immediately if the other commits a material breach that is not remedied within fourteen (14) days of written notice, or becomes insolvent.
On termination: fees for delivered and approved milestones remain payable; undelivered paid milestones are refunded pro rata under section 8; and we will hand over completed and paid-for Deliverables, credentials, and available documentation within a reasonable period.
Sections 10, 12, 13, and 15 survive termination.
15
General
These terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it. The parties submit to the exclusive jurisdiction of the courts of Ontario.
Before commencing proceedings, the parties agree to attempt to resolve any dispute in good faith through direct discussion, and thereafter through mediation in Ontario, unless urgent relief is required.
Neither party is liable for failure to perform caused by events beyond its reasonable control. Nothing in these terms creates a partnership, joint venture, or employment relationship. If any provision is found unenforceable, the remainder continues in force. Neither party may assign an engagement without the other’s written consent, which will not be unreasonably withheld.
The SOW together with these terms forms the entire agreement between the parties for that engagement, and supersedes prior discussions on the same subject.
16
Contact
Questions about these terms, an invoice, or an engagement should go to info@razafoundry.ca, or by phone on XXX XXX XXXX.
Raza Foundry — 135 Desert Sand Dr, Brampton, Ontario L6R 1V7, Canada.
