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Professional Services — Terms and Conditions

Effective Date: January 1, 2026 Service Provider: AMGmedia Works Inc. Website: https://www.amgmedia.com

These Website Services Terms and Conditions (“Terms“) govern all website development, design, and related professional services provided by AMGmedia Works Inc. (“we“, “us“, “our“, “AMGmedia“) to our clients (“you“, “your“, “Client“). These Terms apply when referenced in a signed project agreement between AMGmedia and Client.

1. SCOPE OF SERVICES

1.1 Services Provided

AMGmedia provides website development services (“Services“) as detailed in a project-specific agreement (“Project Specifications“), which may include:

a) Design, development, and programming of the Client’s website (the “Website“) b) Installation and deployment services as specified c) Training and documentation as specified d) Support services during the launch period as specified

1.2 Project Specifications

All technical requirements, deliverables, timelines, and pricing are detailed in the Project Specifications, which may be updated by mutual written agreement.

1.3 Support Limitations

Support services provided under these Terms do not include:

  • Assistance with third-party products, software, plugins, themes, or applications not developed by AMGmedia
  • Training or support for Client’s employees beyond what is specified in the Project Specifications
  • Ongoing maintenance after the support period specified in the Project Specifications expires
  • Issues arising from Client modifications to the Work Product

2. DEVELOPMENT AND DELIVERY

2.1 Development Standards

AMGmedia will:

  • Perform all Services in a professional and workmanlike manner
  • Follow industry-standard development practices
  • Test the Website to ensure reasonable compliance with Project Specifications
  • Use commercially reasonable efforts to meet agreed timelines

2.2 Hosting and Installation

Unless otherwise specified in the Project Specifications:

  • If AMGmedia provides hosting, installation will be performed on AMGmedia’s servers or designated third-party hosting
  • If Client provides hosting, Client is responsible for ensuring server compatibility and proper functioning
  • Installation and configuration will be completed as described in Project Specifications

2.3 Timeline and Delays

The project timeline will be automatically extended for delays caused by:

  • Client delays in providing required materials, approvals, or information
  • Changes to the Services requested by Client
  • Events beyond AMGmedia’s reasonable control (force majeure)
  • Server or third-party service issues not caused by AMGmedia

AMGmedia will notify Client promptly of any expected delays.

2.4 Testing and Acceptance

  • Developer Testing: AMGmedia will test the Website before delivery
  • Client Testing: Client is responsible for conducting acceptance testing within 7 business days of delivery notification
  • Issue Reporting: Client must report any defects or non-conformance with Project Specifications in writing within the testing period
  • Acceptance: The Website is deemed accepted if Client does not provide written objection within 7 business days, or upon Client’s written acceptance, whichever occurs first

3. CLIENT RESPONSIBILITIES

Client agrees to:

a) Provide timely responses to requests for approvals and information b) Supply all required content, materials, assets, and access credentials c) Make qualified personnel available for consultation as reasonably needed d) Conduct acceptance testing within specified timeframes e) Ensure all provided content complies with applicable laws f) Maintain backup copies of all provided materials g) Cooperate reasonably with AMGmedia and its representatives

3.1 Content Responsibility

Client is solely responsible for all content provided or posted on the Website, including but not limited to text, images, videos, audio, data, trademarks, and other materials, whether created by Client or third parties.

3.2 Employee and Agent Responsibility

Client is responsible for the use of the Services and Work Product by Client’s employees, affiliates, officers, directors, agents, representatives, and any third party to whom Client grants access. Client is also responsible for any unauthorized access resulting from Client’s failure to use reasonable security precautions.

Client shall maintain appropriate security measures including strong passwords, access controls, and authentication procedures.

3.3 Compliance with Laws

Client agrees to ensure the Website and all content comply with all applicable local, provincial, federal, and international laws and regulations, including but not limited to copyright, trademark, privacy, data protection, anti-spam, accessibility, and industry-specific regulations applicable to Client’s business.

4. FEES AND PAYMENT

4.1 Project Fees

All project fees and payment schedules are specified in the Project Specifications.

4.2 Payment Terms

Unless otherwise specified:

  • Deposit: 50% due upon execution of the project agreement to commence work
  • Balance: 50% due upon completion before final delivery
  • Payment Methods: E-transfer, cheque, or credit card (processing fees may apply)
  • Currency: All amounts in Canadian Dollars (CAD)

4.3 Expenses

Expenses over $100 require prior written approval. AMGmedia will provide receipts for all approved expenses.

4.4 Late Payment

Amounts unpaid after 30 days are subject to interest at 2% per month (24% annually) or the maximum rate permitted by law, whichever is less.

4.5 Billing Disputes

Client must notify AMGmedia of any billing disputes within 30 days of the invoice date. Failure to dispute charges within 30 days constitutes acceptance. Chargeback fees from credit card companies may result in a $50 administrative charge.

4.6 Additional Services

Services outside the Project Specifications will be billed at AMGmedia’s standard hourly rate unless otherwise agreed in writing.

5. CHANGES AND MODIFICATIONS

5.1 Change Requests

Changes to the Services require a written change request from Client. AMGmedia will:

  • Evaluate the request and respond within 5 business days
  • Provide a written estimate of cost and timeline impacts
  • Implement the change only upon Client’s written approval of the revised terms

5.2 Change Order Fees

AMGmedia reserves the right to charge for time spent evaluating change requests that Client chooses not to implement.

6. INTELLECTUAL PROPERTY

6.1 Client Content and Data

Client retains all ownership rights to content, materials, data, trademarks, logos, brand materials, business information, and all materials existing prior to the project. Client grants AMGmedia a limited, non-exclusive license to use such materials solely for performing the Services.

6.2 Custom Development

Work Product: All custom code, designs, graphics, and materials created specifically for Client as part of the Services (“Work Product“) become Client’s property upon full payment.

Developer Tools: AMGmedia retains all rights to pre-existing code libraries, frameworks, tools, general methodologies, techniques, and knowledge and experience gained.

6.3 Third-Party Components

The Website may include third-party software, plugins, themes, or services (“Third-Party Components“). Client receives a sublicense to use Third-Party Components as integrated into the Website but must comply with all third-party license terms. Ownership of Third-Party Components remains with the respective providers. Client is responsible for obtaining and maintaining any required licenses.

6.4 Reverse Engineering

Client shall not decompose, disassemble, decode, or reverse-engineer any AMGmedia program, code, or technology delivered under these Terms or any portion thereof.

6.5 Portfolio Rights

AMGmedia may display the Website in its portfolio and marketing materials unless Client explicitly objects in writing.

7. CONFIDENTIALITY

7.1 Mutual Obligations

Both parties agree to keep confidential all proprietary information disclosed during the project, use confidential information only for purposes of the project, protect confidential information with the same care used for their own confidential information, and not disclose confidential information without prior written consent.

7.2 Exceptions

Confidential information excludes information that is publicly available through no breach of these Terms, was known prior to disclosure, is independently developed, or must be disclosed by law.

7.3 Survival

Confidentiality obligations survive termination of the project agreement for 3 years.

7.4 Protected Data

Protected Health Information (PHI): Client must immediately notify AMGmedia in writing if any data provided or stored as part of the Services includes Protected Health Information as defined under HIPAA or any other health privacy legislation. Failure to provide such notice may result in immediate termination.

Personal Information: Client is responsible for ensuring compliance with all applicable privacy and data protection laws (including PIPEDA in Canada and any provincial legislation) for any personal information collected, stored, or processed through the Website.

Data Breach Notification: Client is solely responsible for compliance with all applicable data breach notification laws for any data collected or stored through the Website.

8. WARRANTIES AND DISCLAIMERS

8.1 AMGmedia Warranties

AMGmedia warrants that Services will be performed in a professional manner, that Work Product will substantially comply with Project Specifications, and that AMGmedia has the right to grant the licenses described herein.

8.2 Warranty Period

60 days from final delivery for defects in conformance with Project Specifications.

8.3 Warranty Remedy

Client’s sole remedy is written notice to AMGmedia describing the defect, and AMGmedia will correct the defect within the warranty period.

8.4 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE OPERATION, OR SPECIFIC RESULTS OR OUTCOMES.

AMGmedia does not warrant that the Website will meet all Client requirements, that the Website will be free from all defects, that the Website will be compatible with all future technologies, or that Third-Party Components will function without issues.

9. LIMITATION OF LIABILITY

9.1 Liability Cap

AMGmedia’s total liability under these Terms, regardless of cause of action (contract, tort, negligence, or otherwise), shall not exceed the total fees paid by Client under the applicable project agreement.

9.2 Excluded Damages

IN NO EVENT SHALL AMGMEDIA BE LIABLE FOR LOSS OF PROFITS, REVENUE, OR EXPECTED SAVINGS; LOSS OF DATA OR INFORMATION; LOSS OF BUSINESS OPPORTUNITIES; COST OF SUBSTITUTE SERVICES; INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES; DAMAGES RESULTING FROM THIRD-PARTY PRODUCTS OR SERVICES; DAMAGES FROM UNAUTHORIZED ACCESS, HACKING, OR SECURITY BREACHES; OR DAMAGES FROM INTERNET FAILURES OR INTERRUPTIONS.

9.3 Third-Party Liability

AMGmedia is not liable for defects, failures, or issues arising from Third-Party Components.

9.4 Claims Limitation

No claim may be brought more than 12 months after the cause of action arises.

10. INDEMNIFICATION

10.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless AMGmedia, its officers, directors, employees, and agents from any claims, demands, losses, liabilities, and expenses (including reasonable legal fees) arising from:

  • Content provided or posted on the Website
  • Use of the Website or Work Product by Client’s employees, agents, or representatives
  • Violation of any third-party rights or applicable laws
  • Unauthorized access resulting from Client’s security failures
  • Client’s negligence or willful misconduct
  • Breach of these Terms

10.2 AMGmedia Indemnification

AMGmedia agrees to indemnify Client from claims arising from infringement of third-party intellectual property in Work Product (excluding Third-Party Components), AMGmedia’s negligence or willful misconduct, and breach of these Terms.

11. TERM AND TERMINATION

11.1 Term

Each project agreement begins on its effective date and continues until completion of Services or earlier termination.

11.2 Termination Rights

Either party may terminate a project agreement:

  • For Convenience: 14 days written notice
  • For Material Breach: Immediate notice if breach is not cured within 7 days of written notice
  • For Non-Payment: AMGmedia may terminate immediately if payment is 5 business days overdue

11.3 Effect of Termination

Upon termination, Client pays for all Services completed to date, AMGmedia delivers all Work Product completed to date upon receipt of payment, and each party returns or destroys confidential information. Sections 6 (Intellectual Property), 7 (Confidentiality), 8 (Warranties), 9 (Limitation of Liability), 10 (Indemnification), and 12 (General Provisions) survive termination.

12. GENERAL PROVISIONS

12.1 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

12.2 No Third-Party Beneficiaries

These Terms create no third-party beneficiaries. AMGmedia has no obligation to any third party by virtue of these Terms.

12.3 Subcontractors

AMGmedia may use third-party subcontractors to perform all or part of the Services, but AMGmedia remains responsible for such subcontractors’ performance.

12.4 Assignment

Neither party may assign their project agreement without the other’s written consent, except AMGmedia may assign to an affiliate or successor in a merger or acquisition.

12.5 Notices

All notices must be in writing and sent to the addresses specified in the project agreement by email (deemed received 24 hours after sending), courier (deemed received upon delivery), or registered mail (deemed received 5 days after posting).

12.6 Force Majeure

Neither party is liable for delays caused by events beyond its reasonable control, including natural disasters, war, terrorism, strikes, government actions, Internet failures, or pandemics.

12.7 Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties attorn to the jurisdiction of the courts of British Columbia.

Venue: Any litigation must be brought in the courts of British Columbia. Client irrevocably consents to the jurisdiction of these courts.

Attorney Fees: If any legal action is brought to enforce these Terms, the prevailing party shall be entitled to recover reasonable attorney fees and costs in addition to any other relief.

Small Claims Option: Either party may bring claims in small claims court if they qualify under the court’s jurisdiction.

12.8 Severability

If any provision is found invalid, the remaining provisions continue in full force and effect.

12.9 Waiver

No waiver of any provision is effective unless in writing. No waiver of any breach constitutes a waiver of any other breach.

12.10 Entire Agreement

The signed project agreement, including Project Specifications and these Terms, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements. Amendments require written agreement signed by both parties.

12.11 Electronic Signatures

Project agreements may be executed in counterparts and delivered electronically, each of which is an original and all of which together constitute one agreement.

13. CONTACT INFORMATION

AMGmedia Works Inc. Address: 380 Summit Drive, Nanaimo, BC V9T 5R2 Email: [email protected] Phone: (604) 202-5700 Website: https://www.amgmedia.com

Last Updated: January 2026 Version: 2026.1

These Terms apply when referenced in a signed project agreement between AMGmedia and Client. Browsing this page does not create a contractual obligation.

NOTICE TO CLIENTS: We recommend you review these Terms periodically as they may be updated. Changes to these Terms will be posted on this page and will apply to project agreements entered into after the date of change.