Terms & Conditions
Last updated: June 16, 2025
This public version is meant for quick reference on our landing page. Project‑specific Statements of Work (“SOWs“) may restate or override parts of these Terms.
1. Acceptance of Terms
By browsing northernserendib.ca/com/io (the “Site“), requesting a quotation, or signing any Project Agreement with Northern Serendib. (“Northern Serendib,“ “we,“ “our,“ or “us“), you (“Client,“ “Visitor,“ “you“) agree to be bound by these Terms. If you do not accept them, do not use the Site or Services.
2. Definitions
- Deliverables: code, designs, documents, and other work products specified in a Project Agreement.
- Services: web‑development, hosting, maintenance, consulting, and related work we perform.
- Project Agreement: any signed quotation, Project‑specific Statements of Work (“SOWs“), or invoice that references these Terms.
- Operating Environment: the hardware, cloud infrastructure, and security controls that host the Deliverables.
- IP Models: the intellectual‑property options section 6 below.
3. Scope of Services
A high‑level description of packages (Starter Presence, Business Booster, E‑Commerce Pro) and add‑ons appears on the Site. Precise scope, milestones, and acceptance criteria will be set out in the Project Agreement.
If any Service or add-on links to its own detailed page or annex, the contents of that page form part of these Terms.
4. Quotations & Contract Formation
- Non‑binding estimate: Quotations generated by the online calculator or during discovery meetings are illustrative only. They help Clients gauge likely project cost but do not lock‑in final pricing.
- 30‑day validity: Unless stated otherwise, each quotation remains open for 30 days and assumes the scope as then described; material changes may trigger a revised quote.
- Contract triggers: A binding agreement and a fixed project price comes into effect only when the Client (i) signs the Project Agreement electronically, or (ii) pays the initial deposit specified therein.
- Right to revise: Northern Serendib may withdraw or amend any quotation prior to acceptance.
5. Intellectual Property Models
5.1 Licence + Access (default – included)
Client receives a non‑exclusive, worldwide, perpetual licence to use the Deliverables. Northern Serendib retains ownership of source code, frameworks, and reusable components, but grants Client repository read‑access for transparency and future collaboration.
5.2 Full Assignment (+ 30–50% of total project price)
Upon receipt of full payment (including the IP uplift), Northern Serendib assigns all intellectual property rights in the Deliverables to the Client, excluding pre‑existing libraries and third‑party open‑source components (which remain under their original licences).
5.3 SaaS Only (“just works” model)
Client accesses the solution as a managed Software as a Service. Northern Serendib retains all IP and hosts the application on its own infrastructure. No source‑code access is provided.
6. Client Responsibilities
- Provide timely content, feedback, and approvals.
- Warrant that any materials supplied (text, images, logos) do not infringe third party rights.
- Maintain secure access to dashboards, admin panels, and credentials.
7. Fees, Invoicing & Payment Terms
- Projects are typically billed in 2, 3, or 4 instalments (e.g., 40% deposit, 30% design sign‑off, 30% launch). The exact schedule appears in the Project Agreement.
- All prices are in Canadian dollars (CAD) and are exclusive of applicable taxes (HST/GST/PST).
- Accepted payment methods: credit/debit card, paypal.
8. Change Requests & Scope Creep
- Minor clarifications that do not affect timeline or effort are included.
- Material changes (new pages, features, integrations, or compressed deadlines) require a written Change Order, billed at our then‑current hourly rate or a fixed add‑on quote.
- We may pause work until the Change Order is agreed.
9. Hosting & Maintenance
9.1 Northern Serendib Hosted
We provide managed hosting with a 99.5 % monthly uptime target, nightly backups retained for 30 days, and security patching for core dependencies.
9.2 Client‑Hosted
If Client hosts the Deliverables, Client is solely responsible for the Operating Environment, including backups, patches, and disaster recovery. Northern Serendib is not liable for failures arising from Client infrastructure.
10. Acceptable Use
Visitors and Clients must not:
- Deploy malicious code, probe for vulnerabilities, or overload the servers.
- Use the Site or Services for unlawful, harassing, or deceptive purposes.
- Scrape or copy content without express permission.
11. Data Protection & Privacy
Northern Serendib uses encryption at rest, hashed IP addresses, and automatic data‑deletion schedules (consultation and quotation data purged after 30 days; audit‑log entries after 7 days). Full details are set out in our Privacy Policy.
12. Warranties
We warrant the Deliverables will perform materially to the agreed specifications for 30 days after acceptance. Our sole obligation is to remedy verified defects reported during that period. All other warranties, including implied warranties of merchantability or fitness for a particular purpose, are disclaimed to the maximum extent permitted by law.
13. Limitation of Liability
To the fullest extent allowed, Northern Serendib’s aggregate liability for all claims whether in contract, tort, or otherwise shall not exceed the total fees paid by Client in the 12 months preceding the claim. We shall not be liable for lost profits, lost revenue, or any indirect or consequential damages.
14. Indemnities
- Client Indemnity: Client will indemnify Northern Serendib against claims arising from Client content, the Operating Environment, or modifications made by Client or third parties.
- Northern Serendib Indemnity: We will indemnify Client against third‑party claims that the Deliverables, as supplied by us and unmodified, infringe Canadian copyright or patent rights, provided Client promptly notifies us and allows us to control the defence.
15. Suspension & Termination
Either party may terminate for material breach with 15 days’ written notice if the breach is not cured. We may suspend Services immediately for non‑payment, security threats, or fraudulent activity. On termination, outstanding invoices become due, and hosting may be disabled.
16. Force Majeure
Neither party is liable for delay or failure caused by events beyond reasonable control (e.g., natural disasters, war, labour disputes, internet outages, governmental action).
17. Amendments
We may update these Terms by posting a revised version and changing the “Last updated“ date. Continued use of the Site or Services after a change constitutes acceptance.
These Terms are governed by the laws of Ontario, Canada, without regard to its conflict‑of‑laws principles. The parties submit to the exclusive jurisdiction of the courts of Ontario, sitting in Ottawa, except where small‑claims rules mandate otherwise.
19. Contact
Northern Serendib.
1012-200 Rideau Terrace
Ottawa ON K1M 0Z3
Canada