--- title: "Client Terms of Service | AI-Driven Sites" description: "Standard terms for website work by DigitVibe: new builds, migrations and rebuilds, and maintenance. Each project adds a signed Statement of Work." url: https://aidrivensites.com/client-terms --- # Client Terms of Service These Client Terms of Service apply to all website work that DigitVibe Corporation ("DigitVibe", "we", "us") of Calgary, Alberta, Canada, does for a client ("you"): new websites, migrations and rebuilds, and maintenance and managed changes. Each project also has a Statement of Work that sets out its scope, price and timeline. The Statement of Work and these terms together form our agreement. Version 2026-10-26 ## 1. How these terms work A Statement of Work is a document that describes a piece of work, its price and its timeline, and that both of us have signed or accepted in writing. Each Statement of Work names the version of these terms that governs it. If a Statement of Work conflicts with these terms, the Statement of Work applies to that project. Our agreement replaces any earlier discussions, proposals and quotes about the same work. Terms in your purchase orders or other documents do not apply unless a signed Statement of Work includes them. You confirm that you are engaging us for business purposes, and that the person who accepts a Statement of Work has authority to bind you. "Business day" means Monday to Friday, excluding Alberta statutory holidays. "In writing" includes email. ## 2. The work these terms cover These terms cover three types of work. The general terms in sections 1 to 9 and 13 to 18 apply to all of them. Modules A, B and C add rules for each type, and each module applies whenever we do that type of work, whether it is listed in a Statement of Work or agreed later. - Module A, New development: designing and building a new website, or new features on an existing one. - Module B, Migrations and rebuilds: moving or rebuilding an existing website from another platform. - Module C, Maintenance and managed changes: changes, updates and support for a website after launch. Additional work. Work you ask for that is not in a Statement of Work is covered by these terms once we agree to do it in writing. We charge for it at the hourly rate in your most recent Statement of Work or, if none is stated, at the rate we confirm in writing before we start. ## 3. Fees, invoices and payment Each Statement of Work sets how its work is priced, as a fixed fee, at hourly rates, as a monthly retainer, or a combination of these for different parts of the work, and sets the payment schedule. Fixed fee. A fixed fee covers the scope in the Statement of Work. Unless the Statement of Work sets a different schedule, we invoice 50% when the Statement of Work is signed and the remaining 50% when the work is delivered for acceptance. Hourly work. Hourly work, including additional work, is charged for the time spent, in 15-minute increments, at the rates in the Statement of Work, and is invoiced monthly in arrears. An estimate is a forecast, not a fixed price, and we tell you as soon as we expect to exceed it. If the Statement of Work sets a maximum, we stop and ask for your written approval before going over it. A deposit for hourly work is credited to the final invoice for that work. Monthly retainer. A monthly retainer reserves the hours stated in the Statement of Work each month for the work it covers, and is invoiced monthly in advance. Unused hours expire at the end of each month and do not carry over. Hours beyond the retainer are charged at the hourly rate. Either of us can end a retainer with 30 days' written notice. You pay retainer fees up to the end of the notice period, and retainer fees already paid for a month are not refunded. Deposits are not refundable once work has started. Invoices are due within 14 days of the invoice date. Fees exclude GST and other applicable sales taxes, which we add to invoices where they apply. Amounts are in Canadian dollars unless the Statement of Work states another currency. Overdue amounts bear interest at 1.5% per month (18% per year), calculated monthly and not compounded, from the due date until paid. You also pay our reasonable costs of collecting overdue amounts, including legal fees. If an invoice is more than 14 days overdue, we can pause all work for you, including managed changes, after telling you in writing, until your account is paid. Timelines extend by the length of any pause. Third-party services, such as your Replit plan, domain registration and email service, are paid by you directly to their providers and are not part of our fees unless the Statement of Work says so. ## 4. Your responsibilities To keep the work on schedule, you will: - name one person who gives us feedback and approvals, and whose decisions bind you - provide the content, information, access and approvals we ask for, by the dates in the Statement of Work or within 5 business days of our request - make sure the content and materials you provide are accurate and that you have the right to use them, including text, images, logos, data and trademarks - review previews and deliverables and tell us about problems promptly - keep your own backups of your content and data - make sure your website, its content and the way you use it comply with the laws and rules that apply to your business, including privacy, consumer protection, accessibility, advertising and industry rules We do not give legal, tax, accounting or regulatory advice. If the work includes preparing text such as a privacy policy or terms of use, you are responsible for having it reviewed and for its content. ## 5. Changes to scope and delays Either of us can propose a change to the scope. We tell you in writing how the change affects the fees or estimate and the timeline, and we start the change once you approve it in writing. Until then, the existing scope applies. Timelines in a Statement of Work depend on you meeting your responsibilities in section 4. If something we need from you arrives late, the timeline moves by at least the length of the delay. If a project is on hold for more than 30 days because we are waiting for you, we can, after telling you in writing, invoice for the work completed to date and set the project aside. We schedule a restart around our other work, and a restart can carry a fee, which we confirm in writing before restarting. ## 6. Your accounts and third-party services Your website runs on services held in your name, such as your Replit account, domain registration and email service. You choose them and pay for them, and their own terms apply between you and the provider. When we set up an account for you, we set it up in your name, and you remain the account holder. We are not responsible for the availability, performance, security, pricing, features or policy changes of third-party services, or for losses they cause. If a provider changes or discontinues a service your website depends on, adapting the website is additional work. DigitVibe is independent of Replit and of the other providers your website uses. They are not parties to our agreement, and we do not act on their behalf. You give us the access we need to do the work. We use it only for your work, and you can remove it at any time; removing access we need pauses the affected work. When the work ends, you are responsible for removing or changing the access you gave us. ## 7. AI-assisted work We build and change websites with AI tools, including Replit Agent, combined with our own review and testing. You agree to our use of these tools for your work. We give them only the information needed to do your work, and we review their output before we deliver it. AI tools do not produce identical output each time. Our commitment is to the delivered result meeting the agreed scope, not to any particular code. The warranty in section 13 applies to the deliverables whichever tools produced them. You can change your website yourself at any time, for example with Replit Agent. Changes made by you or by anyone other than us are your responsibility, and fixing problems they cause is additional work. ## 8. Ownership and licences Your materials. Content and materials you provide remain yours. You give us a licence to use, copy and adapt them as needed to do the work. Deliverables. When you have paid all fees for a Statement of Work, we assign to you all of our rights in the deliverables we created specifically for you under it, and we waive, and have our personnel waive, any moral rights in them. Until then, you may use the deliverables only to review and test them. Our tools and know-how. We keep ownership of materials we created before or independently of your work, such as templates, components, code, prompts and processes, and of our general skills and know-how. Where any of these are part of your deliverables, you receive a permanent, non-exclusive, worldwide, royalty-free licence to use, copy and modify them as part of your website, but not to sell or distribute them separately. Third-party components. Open-source code, fonts, images and other third-party components in your website are licensed under their own terms, which you agree to follow. If a component needs a paid licence, we tell you before including it, and you buy the licence in your name. Publicity. We do not name you or present your website as our work in public without your written permission. ## 9. Confidentiality, access and personal information Confidential information. Confidential information is information either of us receives from the other that is marked as confidential or that a reasonable person would treat as confidential, including business information, unpublished content, source code, account details, passwords and other access credentials. It does not include information that is public through no fault of the receiving party, that the receiving party already had or developed independently, or that it received lawfully from someone else. Protecting it. Each of us keeps the other's confidential information confidential, protects it with reasonable care, and uses it only for our work together. Each of us shares it only with its own employees and subcontractors who need it for the work and are bound by confidentiality obligations at least as protective as these. We also process it through the service providers we use to do the work, such as Replit and the AI tools in section 7, under their terms. Either of us can disclose confidential information where the law requires, telling the other first where the law allows. Passwords and access. Wherever a service allows it, give us access by inviting us to your account, for example as a collaborator, rather than by sharing your own password. Send passwords, API keys and other secrets through a secure method we agree on, not in ordinary email. We store secrets in the secure storage of the platform your website uses, such as Replit Secrets, and never in your website's code. Sensitive information. Share only the information the work needs. Before sharing health, financial, payment card or other regulated information, tell us, so that we can agree in writing how it is handled. Personal information. If the work gives us access to personal information about your customers or staff, we use it only to do your work, protect it with reasonable safeguards, and keep it no longer than the work needs. You are responsible for having the right to share it with us, and for your website's privacy notices and consents. Security incidents. If we learn that your confidential information or access to your accounts in our control has been obtained without authorisation, we tell you promptly and help you secure the affected accounts. Return and deletion. When the work ends, or earlier at your request, we return or delete your confidential information, except copies kept in routine backups or required by law, which remain protected under this section. Duration. These obligations continue for three years after our agreement ends, and without time limit for passwords, access credentials and personal information. ## 10. Module A: New development Revisions. For fixed-fee work, each design or build stage includes the number of revision rounds stated in the Statement of Work, or two rounds if none is stated. A revision round is one consolidated set of changes from you. Further rounds are additional work. For hourly and retainer work, time spent on revisions is charged as part of the hours. Delivery and acceptance. We deliver the work for review in a preview. You have 10 business days to tell us in writing about any way it does not meet the Statement of Work. We fix those items and deliver them again, and a new review period applies to the fixed items only. The work is accepted on the earliest of your written approval, its publication to your live domain at your request, or the end of a review period in which you reported no items. Launch. We publish the website to your live domain once the work is accepted and the fees invoiced up to that point are paid. Handover. At handover we give you what you need to run and change the website yourself, and the training described in the Statement of Work. Further training is additional work. New features on an existing website follow the same delivery and acceptance process. ## 11. Module B: Migrations and rebuilds Rights and access. You confirm that you have the right to copy the content, design and data of your existing website, and you give us the access to it that we need. Backups. Before we start, you make and keep a complete backup of your existing website and its data. We work from copies and change your existing website only where the Statement of Work says so. We are not responsible for loss of data held on your existing platform. Content and features. We move content as it is. Rewriting, reorganising or correcting content is included only where the Statement of Work lists it. Plugins, apps and built-in tools of other platforms are rebuilt only where the Statement of Work names them, and we rebuild each named feature as a working equivalent, which can differ in design and operation from the original. Redirects and search. We redirect the page addresses of your existing website to the matching pages of the new one, using the addresses listed in the Statement of Work or, if none are listed, the addresses we find on your existing website. Search rankings and traffic depend on search engines and other factors outside our control, and we do not guarantee them. Old services. Keep your existing website and its hosting active until the new website is accepted and live on your domain. Cancelling old hosting, subscriptions and services is your decision and your responsibility. Delivery, acceptance and launch follow Module A. ## 12. Module C: Maintenance and managed changes Managed changes are optional. You can change your website yourself instead, and you can start or stop managed changes as set out below. Charges. Managed changes are charged as hourly work or as a monthly retainer under section 3, as the Statement of Work sets out. Requests. Send each request in writing to the address we give you, describing the change you want. Before starting a change we expect to take more than two hours, we give you an estimate and wait for your approval. Timing. We work on requests in the order we receive them, during business hours (9 am to 5 pm Mountain Time on business days). We do not guarantee response or completion times. Urgent or out-of-hours work happens only when we agree to it in writing, at the rate we confirm at the time. Not included. Unless the Statement of Work includes them, managed changes do not include redesigns, new features, migrations, fixing problems caused by changes made by you or others, or work caused by changes to third-party services. We quote these as additional work. Ending managed changes. Either of us can end managed changes with 30 days' written notice. You pay for work done and any retainer fees up to the end of the notice period. Ending managed changes does not affect your ownership of your website or your accounts. ## 13. Our warranty We do the work with reasonable skill and care. For 30 days after work is accepted, or after a managed change is published, we fix at no charge any way in which the deliverables do not meet the Statement of Work or the agreed request, if you tell us about it in writing during that period. This is your only remedy for defects. The warranty does not cover problems caused by changes made by you or anyone other than us; your content or materials; third-party services, browsers, devices or platforms, including changes they make after delivery; or use of the website other than as intended. Except as stated in this section, and to the extent the law allows, the work is provided without any other warranties or conditions, express or implied, including of merchantability, fitness for a particular purpose, or uninterrupted or error-free operation. We do not guarantee search rankings, traffic, enquiries, sales or other business results. ## 14. Limits on liability Our total liability for all claims arising from our agreement or the work, whatever the cause, is limited to the fees you paid us for the work the claim relates to in the 12 months before the event that gave rise to the claim. Neither of us is liable to the other for indirect, special or consequential losses, or for loss of profits, revenue, business, goodwill or data, even if the loss was foreseeable. These limits do not apply to your obligation to pay fees, to your indemnity in section 15, or to liability that the law does not allow to be limited, such as liability for fraud. ## 15. Your indemnity You will defend us against, and compensate us for, claims, losses and reasonable costs, including legal fees, arising from the content and materials you provide; your business, products and services, and your website's compliance with the law; changes made to the website by you or others; or your breach of our agreement. ## 16. Ending the agreement Either of us can end a Statement of Work by giving the other 14 days' written notice. Monthly retainers and managed changes need 30 days' notice instead (section 3 and Module C). Either of us can end a Statement of Work immediately by written notice if the other materially breaches our agreement and does not fix the breach within 10 business days of being told about it in writing, or becomes insolvent or bankrupt. Failing to pay an overdue invoice is a material breach. When a Statement of Work ends for any reason, you pay for the work done up to the end date and for third-party costs we committed to for you. For hourly work, this is all time spent up to the end date. For a monthly retainer, this is the retainer fees up to the end of the notice period and any hours beyond the retainer. For fixed-fee work, work not covered by a paid milestone is charged at the hourly rate in the Statement of Work or, if none is stated, as the share of the fixed fee matching the work completed, up to the total fixed fee. Deposits are not refunded. Once these amounts are paid, section 8 applies to the deliverables completed up to the end date, and we return your materials and stop using the access you gave us. Sections 3, 6, 8, 9 and 13 to 17 continue to apply after a Statement of Work ends. ## 17. General terms Relationship. We are an independent contractor. We can use employees and subcontractors for the work and remain responsible for their work. Neither of us can transfer our agreement without the other's written consent, except as part of a sale or reorganisation of its business. Events outside our control. Neither of us is responsible for delays caused by events outside our reasonable control, such as outages of third-party services, internet failures, natural disasters or government action. This does not excuse payment. Notices. Notices under our agreement are given in writing to the email addresses in the Statement of Work, or to moc.ebivtigid@ofni for us, and are received on the next business day after sending. Signatures. A Statement of Work can be signed electronically, including by accepting it in writing, and in separate copies that together form one document. Disputes. Before starting legal proceedings, other than to collect unpaid fees, each of us will try in good faith to resolve the dispute by discussion for 30 days after written notice of it. Governing law. Our agreement is governed by the laws of Alberta and the federal laws of Canada that apply there. The courts of Alberta, sitting in Calgary, have exclusive jurisdiction over any dispute. Other terms. If any part of our agreement is found unenforceable, the rest continues to apply. A delay in enforcing a right is not a waiver of it. ## 18. Versions of these terms Each version of these terms has a version date and stays available, unchanged, at its own permanent address. A Statement of Work is governed by the version it names or, if it names none, by the version published on the date it was signed. A new version does not change a signed Statement of Work unless both of us agree in writing. For managed changes that continue over time, we can move to a new version by giving you 30 days' written notice. If you do not accept the new version, you can end managed changes before it takes effect, and the earlier version applies until then. This is version 2026-10-26, permanently available at [aidrivensites.com/client-terms/2026-10-26](https://aidrivensites.com/client-terms/2026-10-26). Questions: moc.ebivtigid@ofni --- AI-Driven Sites. 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