Terms and Conditions

"Supplier", "we", "us" and "our" mean Neptune Labs, a studio established in the Province of Ontario, Canada.

"Client", "you" and "your" mean the person or entity that accepts a Quotation or otherwise engages the Supplier.

"Quotation" means a written scope and price issued by the Supplier, including any statement of work, proposal or order form referenced in it.

"Services" means the development, integration, consulting, hosting, maintenance and related services described in a Quotation.

"Deliverables" means the source code, configuration, documentation, designs and other materials the Supplier is engaged to produce and deliver under a Quotation.

"Supplier Materials" means tools, libraries, frameworks, templates, know-how and other materials owned or licensed by the Supplier that exist before the Services begin or are developed independently of a Quotation.

"Contract" means the agreement formed under clause 3, comprising the Quotation and these terms.

Headings are for convenience and do not affect interpretation. References to writing include email. The words "including" and "in particular" are without limitation.

These terms apply to every Contract for the supply of Services by the Supplier and, together with the Quotation, form the entire agreement between the parties in respect of that Contract.

Where these terms conflict with a Quotation, the Quotation prevails to the extent of the conflict.

Any terms the Client purports to apply, including terms printed on a purchase order or other document, have no effect unless expressly accepted by the Supplier in writing.

The Supplier may amend these terms for future Contracts by publishing a revised version. The version in force at the date a Quotation is accepted governs that Contract.

A Quotation is an invitation to contract and is not an offer capable of acceptance until confirmed by the Supplier.

Unless stated otherwise, a Quotation remains open for acceptance for thirty (30) days from its date and may be withdrawn or revised before acceptance.

The Contract is formed when the Client accepts the Quotation in writing, or when the Client instructs the Supplier to commence the Services, whichever occurs first.

Quotations are prepared on the basis of the information supplied by the Client. Where that information is incomplete or inaccurate in a material respect, the Supplier may revise the Quotation before commencing work.

The Supplier shall supply the Services with reasonable skill and care and in accordance with the scope set out in the Quotation.

The Supplier's obligations under the Contract are obligations of means. The Supplier undertakes to use reasonable endeavours to supply the Services competently and within the agreed timeframes, but does not warrant that any particular commercial, operational or financial outcome will be achieved.

Work not expressly described in the Quotation is out of scope. Out of scope work includes third party integrations not listed, content creation, data migration, and support for legacy systems not identified at the outset.

Either party may request a change to the scope. A requested change takes effect only when the Supplier issues a written variation stating the revised scope, price and timetable and the Client accepts it in writing.

The Supplier is not obliged to accept a requested change. Changes are quoted separately and are not absorbed into the agreed price.

Where a change materially affects the timetable, the delivery dates are adjusted accordingly.

The Client shall provide, in good time and at no cost to the Supplier, the content, assets, credentials, access, approvals and decisions reasonably required for the Supplier to perform the Services.

The Client shall nominate a single individual with authority to approve scope, sign off deliverables and give instructions on the Client's behalf.

The Client warrants that it owns, or is licensed to use, all materials it supplies to the Supplier, and that the Supplier's use of those materials for the purposes of the Contract will not infringe the rights of any third party.

Where the Supplier's performance is delayed or prevented by an act or omission of the Client, including delayed feedback or access, the Supplier is not liable for the resulting delay, the timetable is extended by a corresponding period, and the Supplier may charge for standing time reasonably incurred.

Dates given for delivery are estimates made in good faith and are not of the essence unless expressly stated to be so in the Quotation.

Deliverables are submitted to the Client for review. The Client shall review and either accept a Deliverable or give written notice of any material defect within seven (7) days of submission.

A Deliverable is deemed accepted if the Client does not give notice of a material defect within that period, or if the Client puts the Deliverable into commercial use.

Where the Client gives valid notice of a material defect, the Supplier shall remedy the defect at its own cost and resubmit the Deliverable, whereupon this clause applies again.

A material defect means a failure to conform in a material respect to the scope in the Quotation. It does not include a change of requirement, a matter of preference, or a defect arising from materials or instructions supplied by the Client.

The fees, the currency and the invoicing schedule are those stated in the Quotation. Unless stated otherwise, fees are exclusive of applicable taxes, which are payable by the Client in addition.

Unless the Quotation states otherwise, the Supplier invoices a deposit on formation of the Contract and the balance on delivery, and the Supplier is not obliged to commence work before the deposit is received.

Invoices are payable in accordance with the payment terms stated on the invoice. Where no term is stated, invoices are payable within thirty (30) days of the invoice date.

All amounts are payable in full without set off, deduction or withholding, save as required by law.

Interest accrues on overdue amounts at the rate of one and one half percent (1.5%) per month, or the maximum rate permitted by applicable law if lower, calculated from the due date until payment is received.

Where an invoice remains unpaid more than sixty (60) days after the due date, the Supplier may refer the debt to a collections agent or legal counsel, and the Client shall pay the reasonable costs of recovery, including agency fees and legal expenses, in addition to the sums outstanding.

Where the law of the Client's jurisdiction requires the Client to withhold or deduct tax at source from a payment, the sum payable shall be increased so that the Supplier receives, after that withholding or deduction, the amount it would have received had no withholding or deduction been required. The Client is responsible for remitting the withheld amount to the relevant tax authority and shall provide evidence of remittance on request. The Supplier bears no cost arising from the tax legislation of the Client's jurisdiction.

Third party costs incurred on the Client's behalf, including hosting, domains, licences and paid services, are recharged at cost unless included in the Quotation.

Fees already invoiced are not refundable except where expressly provided in these terms or required by law.

Where the Quotation provides for hosting, maintenance, support or other recurring services, those services are supplied on a subscription basis for the billing period stated, and renew automatically for successive periods of the same length unless cancelled under this clause.

Subscription fees are invoiced in advance of each billing period and are payable in accordance with clause 7.

Either party may cancel a subscription with effect from the end of the current billing period by giving written notice not less than thirty (30) days before that period ends. Cancellation does not entitle the Client to a refund of fees for the current period.

The Supplier may revise subscription fees on not less than sixty (60) days written notice, the revision to take effect from the next renewal. If the Client does not accept the revision, it may cancel with effect from that renewal.

Subscription services do not include new feature development, redesign, or work arising from changes made to the environment by the Client or a third party. Such work is quoted separately.

On expiry or cancellation of a hosting subscription, the Supplier shall, if requested in writing before the effective date, provide a copy of the Client's data and configuration in a commonly readable format. The Supplier may delete hosted data thirty (30) days after the effective date.

The Supplier may suspend the Services, including hosting, where an invoice remains unpaid for more than fourteen (14) days after the due date, having given written notice. Suspension does not relieve the Client of the obligation to pay.

Either party may terminate the Contract immediately by written notice if the other commits a material breach and, where the breach is capable of remedy, fails to remedy it within thirty (30) days of written notice requiring it to do so.

Either party may terminate the Contract immediately by written notice if the other becomes insolvent, enters into any arrangement with its creditors, or ceases to carry on business.

The Client may terminate a Contract for project work for convenience on thirty (30) days written notice, in which case the Client shall pay for all Services performed to the date of termination and all commitments reasonably incurred by the Supplier that cannot be cancelled.

On termination, all licences granted under clause 10 that are conditional on payment take effect only in respect of Deliverables for which the Supplier has been paid in full.

Termination does not affect any right or remedy that has accrued before termination. Clauses that by their nature are intended to survive shall survive.

The Supplier assigns to the Client, with effect from receipt of payment in full of all sums due under the relevant Contract, all intellectual property rights in the Deliverables produced specifically for the Client under that Contract.

Until payment is received in full, the Client holds no rights in the Deliverables other than a revocable licence to evaluate them for the purpose of acceptance under clause 6.

The Supplier retains all rights in the Supplier Materials. To the extent Supplier Materials are embedded in a Deliverable, the Supplier grants the Client a non exclusive, perpetual, irrevocable, worldwide, royalty free licence to use, modify and sublicense those Supplier Materials as part of that Deliverable, such licence taking effect on payment in full.

Deliverables may incorporate third party or open source components licensed under their own terms. Those components are not assigned and remain subject to their respective licences, which the Client agrees to observe. The Supplier shall identify such components on request.

The Client grants the Supplier a non exclusive licence to use materials supplied by the Client to the extent required to perform the Services.

Nothing in this clause transfers rights in the Supplier's general skill, experience or know how.

Each party shall keep confidential all information disclosed by the other that is identified as confidential or that a reasonable person would regard as confidential, and shall use it only for the purposes of the Contract.

The obligation does not apply to information that is or becomes public otherwise than by breach, was lawfully in the receiving party's possession before disclosure, is lawfully obtained from a third party without restriction, or is independently developed.

A party may disclose confidential information to the extent required by law or by a competent authority, having given the other party reasonable notice where lawful to do so.

Each party may disclose confidential information to its personnel and subcontractors who need it for the purposes of the Contract, provided they are bound by obligations no less protective than these.

This clause survives termination for a period of five (5) years.

Each party shall comply with applicable privacy and data protection law, including the Personal Information Protection and Electronic Documents Act (Canada) and any applicable provincial legislation.

Where the Supplier processes personal information on the Client's behalf in the course of the Services, it does so only on the Client's documented instructions, applies reasonable technical and organisational safeguards, and shall not disclose that information except as required to perform the Services or by law.

The Supplier shall notify the Client without undue delay after becoming aware of a breach of security affecting personal information processed on the Client's behalf.

Information collected through this website is handled as described in the Privacy notice.

The Supplier shall apply reasonable and generally accepted security practices in the performance of the Services, including the use of parameterised database access, credential hashing, dependency review and transport encryption.

The Client is responsible for the security of credentials issued to it, for access granted to its personnel and third parties, and for changes made to the environment other than by the Supplier.

No system is immune from compromise. The Supplier does not warrant that the Deliverables or any environment will be free from vulnerability or unauthorised access.

The Supplier warrants that it has the right to enter into the Contract, that the Services will be performed with reasonable skill and care, and that the Deliverables will, for a period of thirty (30) days from acceptance, conform in all material respects to the scope in the Quotation.

The Supplier's sole obligation, and the Client's exclusive remedy, for breach of the warranty in clause 13.1 is that the Supplier shall, at its option and at its own cost, remedy the non conformity or re perform the affected part of the Services.

The warranty does not apply where the non conformity arises from modification by a person other than the Supplier, use otherwise than in accordance with the documentation, materials or instructions supplied by the Client, or a fault in third party software, hosting or infrastructure.

Except as expressly stated in these terms, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

Subject to clause 14.1, neither party is liable to the other, whether in contract, tort including negligence, breach of statutory duty or otherwise, for any loss of profit, loss of revenue, loss of anticipated savings, loss of business, loss of goodwill, loss or corruption of data, or any indirect or consequential loss.

Subject to clause 14.1, the total aggregate liability of the Supplier arising out of or in connection with a Contract shall not exceed the total fees paid by the Client to the Supplier under that Contract in the twelve (12) months immediately preceding the event giving rise to the claim.

The Client shall maintain adequate backups of its data and shall not rely on the Supplier as its sole means of data retention.

The Supplier supplies the Services to the Client alone. The Client shall not join, implead or otherwise require the Supplier to appear as a third party in any proceeding brought against the Client by an end user, customer or other third party, and the Supplier owes no duty to any such person.

No claim may be brought more than twelve (12) months after the date on which the party bringing it became aware, or ought reasonably to have become aware, of the facts giving rise to it.

The Client shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses reasonably incurred arising from any claim that materials or instructions supplied by the Client infringe the intellectual property rights of a third party, or that the Client's use of the Deliverables is unlawful.

The indemnified party shall notify the other promptly of any claim, shall not settle without the other's consent, such consent not to be unreasonably withheld, and shall give reasonable assistance in the conduct of the defence at the indemnifying party's cost.

The Services may rely on third party platforms, including hosting providers, payment processors, domain registrars and software as a service products. Those services are supplied on the third party's own terms and the Supplier is not responsible for their acts, omissions, availability or pricing.

Where the Supplier procures a third party service on the Client's behalf, it does so as agent and the Client is responsible for the associated fees.

The Supplier does not warrant uninterrupted availability of any third party service and is not liable for loss arising from its interruption, suspension or discontinuation.

The Supplier may engage subcontractors in the performance of the Services and remains responsible for work so subcontracted.

Neither party may assign or otherwise transfer the Contract without the prior written consent of the other, such consent not to be unreasonably withheld, save that either party may assign to a successor in title to substantially the whole of its business.

Neither party shall, during the Contract and for six (6) months after, solicit for employment any individual engaged by the other in connection with the Services, except with the other's written consent or where the individual responds to a public advertisement.

The Supplier may identify the Client as a client and describe the Services in general terms in its portfolio and marketing materials, including reproducing the Client's name, logo and screenshots of publicly visible work.

The Client may withdraw the permission in clause 18.1 at any time by written notice, and the Supplier shall cease the relevant use within a reasonable period.

Neither party shall disclose the commercial terms of a Contract without the other's written consent.

Neither party is liable for any failure or delay in performing its obligations, other than an obligation to pay money, to the extent caused by an event beyond its reasonable control, including act of God, war, civil unrest, epidemic, industrial action, failure of utilities, failure of telecommunications or internet infrastructure, and acts of government.

The affected party shall notify the other and use reasonable endeavours to mitigate the effect. Where the event continues for more than sixty (60) days, either party may terminate the affected Contract on written notice.

A notice under the Contract shall be in writing and sent to the address or email address stated in the Quotation, or to such other address as a party notifies for the purpose.

A notice is deemed received on the next business day after sending by email, provided no delivery failure is received, or on the second business day after posting by prepaid recorded delivery within Canada.

This clause does not apply to the service of proceedings.

The Contract constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence and understandings relating to its subject matter. Each party acknowledges that it has not relied on any statement not expressly set out in the Contract.

A variation of the Contract is effective only if made in writing and signed or otherwise confirmed by both parties.

A failure or delay in exercising a right is not a waiver of it, and a single or partial exercise does not preclude further exercise.

If a provision is found to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in force.

Nothing in the Contract creates a partnership, joint venture, agency or employment relationship between the parties. Each party acts as an independent contractor.

A person who is not a party to the Contract has no right to enforce any of its terms.

The Contract, and any dispute or claim arising out of or in connection with it or its subject matter, whether contractual or non contractual, is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in that province.

The parties submit to the exclusive jurisdiction of the courts of the Province of Ontario, save that either party may seek injunctive relief in any court of competent jurisdiction.

Before commencing proceedings, the parties shall use reasonable endeavours to resolve the dispute by good faith discussion between individuals with authority to settle it.