Terms of Service

1. Acceptance of terms

These Terms of Service ("Terms") govern your access to and use of the website at spyglassintelligence.vercel.app (the "Website") and any services provided by Spyglass Intelligence Inc. ("Spyglass", "we", "us", or "our").

By accessing or using the Website, or by engaging our services, you agree to be bound by these Terms. If you do not agree, please do not use the Website or our services.

If you are using our services on behalf of a business, you represent that you have the authority to bind that business to these Terms.

2. About us

Spyglass Intelligence Inc. is a software studio based in Ontario, Canada, providing website design, custom business systems, automated email systems, AI assistants, mobile applications, and integration services.

Contact:
Spyglass Intelligence Inc.
7111 Syntex Dr #3rd, Mississauga, ON L5N 8C3, Canada
Email: spyglassintelligence@gmail.com

3. Services

3.1 Scope of services

Our services are defined in a written proposal or statement of work agreed between you and Spyglass. The proposal sets out the deliverables, timeline, milestones, acceptance criteria, and pricing for the engagement.

No work is performed outside the agreed scope without a written change order signed by both parties.

3.2 Client responsibilities

You agree to:

• Provide timely access to information, systems, and stakeholders required to complete the work.
• Designate a primary point of contact with authority to approve deliverables.
• Respond to requests for feedback within reasonable timeframes.
• Ensure that any content, data, or materials you provide do not infringe third-party rights.

Delays caused by unmet client responsibilities may affect the timeline and may result in additional charges.

3.3 Third-party services

Some services depend on third-party platforms (e.g., Vercel, Supabase, Formspree, or other providers). We are not responsible for outages, changes, or discontinuation of third-party services, but will make reasonable efforts to mitigate impact.

4. Pricing and payment

4.1 Pricing

All prices are quoted in Canadian dollars (CAD) unless otherwise stated. Pricing reflects the estimated scope of work at the time of proposal. Changes to scope may result in adjusted pricing.

4.2 Payment terms

Unless otherwise agreed in writing:

• A 50% deposit is due before work begins.
• The remaining 50% is due upon delivery, before final handover of files or launch.
• Invoices are due within 14 days of issue.

4.3 Late payment

Overdue invoices may incur interest at 1.5% per month (or the maximum permitted by law). We may suspend work or withhold delivery if payment is overdue.

4.4 Taxes

Prices exclude applicable taxes (e.g., HST). You are responsible for all applicable taxes, which will be added to invoices where required.

5. Intellectual property

5.1 Ownership of deliverables

Upon full payment, you receive full ownership of the custom deliverables created specifically for you under the agreement, including custom code, design files, and documentation.

5.2 Our pre-existing materials

We retain ownership of our pre-existing tools, frameworks, libraries, and methodologies used in delivering the work. We grant you a non-exclusive, perpetual, royalty-free licence to use such materials to the extent embedded in the deliverables.

5.3 Third-party materials

Third-party components (e.g., open-source libraries, stock images, fonts) remain subject to their respective licences. We will inform you of any licence restrictions.

5.4 Portfolio use

Unless you object in writing, we may display the completed work in our portfolio and marketing materials. We will not disclose confidential business information.

6. Confidentiality

Each party agrees to keep confidential any non-public information received from the other party in connection with the engagement, and to use it only for the purpose of the engagement. This obligation survives termination of the agreement for a period of three (3) years.

Confidentiality does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

7. Warranties and disclaimers

7.1 Our warranties

We warrant that:

• The services will be performed in a professional and workmanlike manner.
• The deliverables will substantially conform to the agreed specifications for a period of 30 days after delivery.
• We have the right to provide the services and grant the rights described in these Terms.

7.2 Disclaimers

Except as expressly stated, the website and services are provided "as is" and "as available". We disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the website will be uninterrupted, error-free, or free of viruses or other harmful components.

8. Limitation of liability

To the maximum extent permitted by law:

• Our total liability arising out of or related to the agreement is limited to the total fees paid by you for the specific services giving rise to the claim.
• We are not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or lost data.
• We are not liable for delays or failures caused by events beyond our reasonable control (force majeure), including natural disasters, internet outages, or third-party service failures.

These limitations apply regardless of the theory of liability, even if we have been advised of the possibility of such damages.

Nothing in these Terms limits liability for fraud, wilful misconduct, or any liability that cannot be limited by law.

9. Indemnification

You agree to indemnify and hold harmless Spyglass, its directors, officers, employees, and contractors from any claims, damages, liabilities, or expenses (including reasonable legal fees) arising from:

• Your breach of these Terms.
• Content or materials you provide that infringe third-party rights.
• Your use of the deliverables in a manner not contemplated by the agreement.

10. Termination

10.1 Termination for convenience

Either party may terminate the agreement with 14 days' written notice. You remain responsible for payment for work completed up to the termination date.

10.2 Termination for cause

We may terminate immediately if you:

• Fail to pay undisputed invoices within 30 days of the due date.
• Materially breach these Terms and fail to cure within 14 days of notice.
• Engage in unlawful, fraudulent, or abusive conduct.

10.3 Effect of termination

Upon termination:

• You must pay all amounts due for work completed.
• We will deliver any completed work product for which you have paid.
• Provisions that by their nature should survive (e.g., confidentiality, IP, limitation of liability) will survive.

11. Governing law and dispute resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute arising out of or relating to these Terms or the services will be resolved in the courts of Ontario, Canada. The parties consent to the exclusive jurisdiction of those courts.

Before initiating formal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiation for a period of 30 days.

12. General provisions

12.1 Entire agreement

These Terms, together with the applicable proposal or statement of work, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

12.2 Amendments

We may update these Terms from time to time. The "Last updated" date at the top of this page reflects the most recent revision. Continued use of the website after changes are posted constitutes acceptance of the updated Terms.

12.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

12.4 No waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

12.5 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

12.6 Force majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, pandemics, war, internet outages, or third-party service failures.

12.7 Language

These Terms are drafted in English. Any translation is provided for convenience only; in case of conflict, the English version prevails.

13. Contact us

If you have questions about these Terms, please contact us:

Spyglass Intelligence Inc.
7111 Syntex Dr #3rd, Mississauga, ON L5N 8C3, Canada
Email: spyglassintelligence@gmail.com