MA Digitals Inc.
Legal

Terms of Use

MA Digitals Solution Inc. Last Updated: October 16, 2016

1. Introduction and Acceptance of Terms

Welcome to the website of MA Digitals Solution Inc. ("Company", "we", "us", or "our"), accessible at www.madigitals.ca (the "Website"). These Terms and Conditions ("Terms") govern your access to and use of the Website and of any digital services we provide, including but not limited to [software solutions, web design and development, AI business solution, digital marketing, branding, IT consulting, and related services] (together, the "Services").

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

2. Definitions

  • "Client" or "you" means any individual, business, or entity that accesses the Website or engages our Services.
  • "Services" means the digital services offered by the Company, as described on the Website or in a written proposal, quotation, or agreement.
  • "Deliverables" means the work product, materials, designs, code, or content created for the Client as part of the Services.
  • "Content" means text, graphics, images, logos, videos, software, and other materials on the Website.
  • "Agreement" means these Terms together with any signed proposal, statement of work, or order form.

3. Eligibility

You must be at least 18 years old, or the age of majority in your jurisdiction, and have the legal capacity to enter into a binding contract. If you are using the Website or Services on behalf of a company or organization, you confirm that you are authorized to bind that entity to these Terms.

4. Use of the Website

You agree to use the Website only for lawful purposes. You must not:

  • Use the Website in any way that violates applicable local, national, or international laws or regulations.
  • Attempt to gain unauthorized access to the Website, servers, databases, or connected systems.
  • Introduce viruses, malware, or any harmful or disruptive code.
  • Scrape, harvest, or copy data from the Website by automated means without our written consent.
  • Impersonate any person or entity, or misrepresent your affiliation.
  • Interfere with or disrupt the integrity or performance of the Website.

We reserve the right to suspend or restrict access to the Website at any time, without notice, for any violation of these Terms.

5. Our Services

5.1 Scope of Services

The specific scope, timeline, milestones, and fees for each project will be set out in a written proposal, quotation, or statement of work agreed by both parties. Services outside the agreed scope will be treated as additional work and charged separately.

5.2 Service Descriptions

Descriptions of Services on the Website are for general information only. We may modify, improve, or discontinue any Service at any time.

5.3 Client Responsibilities

To enable us to deliver the Services on time, the Client agrees to:

  • Provide accurate and complete information, content, and materials promptly.
  • Give timely feedback and approvals.
  • Designate a point of contact for the project.
  • Ensure that all materials supplied do not infringe any third-party rights.

Delays caused by the Client may extend delivery timelines and may result in additional charges.

6. Quotations, Fees, and Payment

  • All fees are stated in CAD and are exclusive of applicable taxes (such as VAT/GST/sales tax) unless stated otherwise.
  • Unless otherwise agreed in writing, projects require an upfront deposit of 50% before work begins, with the balance payable [on delivery / according to milestones].
  • Invoices are due within 15 days of the invoice date.
  • Late payments may incur interest at 5% per month or the maximum rate permitted by law, and we may suspend work until all outstanding amounts are paid.
  • Third-party costs (such as domain names, hosting/server, licenses, API, plugins, stock media, advertising spend, and paid tools) are not included in our fees unless expressly stated, and are the Client's responsibility.
  • Deposits are non-refundable once work has commenced, unless otherwise stated in the Agreement.

7. Revisions and Client Approval

Each project includes the number of revision rounds specified in the proposal. Additional revisions or changes in scope will be billed at our then-current rates. Once the Client approves a Deliverable, further changes may be treated as new work. Failure to respond to requests for approval within 5 days may be treated as acceptance.

8. Intellectual Property Rights

8.1 Company Property

All Website Content, our trademarks, logos, tools, templates, source code frameworks, methodologies, and pre-existing materials remain the exclusive property of MA Digitals Solution Inc. and are protected by intellectual property laws. Nothing in these Terms transfers ownership of such materials to you.

8.2 Ownership of Deliverables

Upon receipt of full payment, we grant the Client ownership of, or an exclusive license to use, the final Deliverables created specifically for the Client, excluding any third-party materials, open-source components, or our pre-existing tools and frameworks, which remain subject to their own licenses.

8.3 Client Materials

The Client retains ownership of all materials it provides to us and grants us a non-exclusive license to use them solely to perform the Services.

8.4 Portfolio Rights

Unless the Client objects in writing, we may display the completed work and the Client's name or logo in our portfolio, case studies, and marketing materials.

9. Confidentiality

Both parties agree to keep confidential any non-public business, technical, or financial information disclosed by the other party and to use it only for the purposes of the Agreement. This obligation does not apply to information that is public, independently developed, lawfully obtained from a third party, or required to be disclosed by law. This obligation continues for 2 years after the Agreement ends.

The Website and Services may include links to, or integrations with, third-party websites, platforms, and tools (for example, hosting providers, payment processors, social media platforms, and analytics tools). We do not control and are not responsible for their content, policies, availability, or practices. Your use of third-party services is at your own risk and subject to their terms.

11. Hosting, Maintenance, and Support

Unless a separate maintenance or support agreement is in place, our responsibility ends upon delivery and acceptance of the Deliverables. Ongoing hosting, updates, security monitoring, backups, and technical support are available under separate agreements and fees. We recommend that the Client maintain regular backups of all websites, data, and systems.

12. Digital Marketing and Performance Disclaimer

If our Services include SEO, social media management, paid advertising, email marketing, or similar activities, we do not guarantee specific results, such as search rankings, traffic, leads, sales, or return on investment. Results depend on factors beyond our control, including search engine algorithms, platform policies, market conditions, and competition.

13. Warranties and Disclaimers

We will perform the Services with reasonable skill and care. Except as expressly stated in the Agreement, the Website and Services are provided "as is" and "as available", and we disclaim all warranties, whether express or implied, including implied 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 harmful components.

14. Limitation of Liability

To the fullest extent permitted by law, MA Digitals Solution Inc., its directors, officers, employees, and partners shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, goodwill, or business opportunities, arising out of or related to your use of the Website or Services.

Our total aggregate liability for any claim arising under these Terms shall not exceed the total fees paid by the Client to us for the specific Services giving rise to the claim during the three (3) months preceding the claim.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

15. Indemnification

You agree to indemnify, defend, and hold harmless MA Digitals Solution Inc. and its directors, officers, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) materials or content you supply that infringe third-party rights or violate the law; or (c) your misuse of the Website or Deliverables.

16. Term and Termination

  • Either party may terminate a project Agreement by giving 10 days' written notice.
  • We may suspend or terminate access to the Website or Services immediately if you breach these Terms or fail to pay amounts due.
  • Upon termination, the Client must pay for all work completed and expenses incurred up to the termination date.
  • Sections that by their nature should survive termination (including payment, intellectual property, confidentiality, disclaimers, limitation of liability, and indemnification) will continue to apply.

17. Force Majeure

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including natural disasters, power or internet outages, cyberattacks, strikes, government actions, pandemics, or failures of third-party providers.

18. Privacy and Data Protection

Your use of the Website and Services is also governed by our Privacy Policy, which explains how we collect, use, and protect personal data. Where we process personal data or "personal information" on behalf of the Client, we will do so in accordance with applicable data protection laws, including the Canadian Personal Information Protection and Electronic Documents Act (PIPEDA) (and applicable provincial equivalents, such as Quebec's Law 25), the California Consumer Privacy Act (CCPA) as amended by the CPRA, and other applicable U.S. state or federal privacy laws. Each party shall comply with its respective obligations under these laws. The Client warrants and is solely responsible for ensuring it has obtained all necessary consents and possesses a valid lawful basis under applicable law for providing such personal data to us for processing.

19. Cookies

The Website uses cookies and similar technologies to improve functionality, analyze usage, and personalize content. By continuing to use the Website, you consent to our use of cookies in line with our Cookie Policy. You may manage cookies through your browser settings.

20. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein [OR: the laws of the State of New York, USA], without regard to conflict-of-law principles. The parties shall first attempt to resolve any dispute through good-faith negotiation. If the dispute is not resolved within thirty (30) days of written notice, it shall be referred to and finally resolved by binding arbitration administered by the International Centre for Dispute Resolution (ICDR) in accordance with its International Arbitration Rules. The place of arbitration shall be Toronto, Ontario, Canada [OR: New York, New York, USA]. The language of the arbitration shall be English. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

21. Changes to These Terms

We may update these Terms from time to time. Changes take effect when posted on the Website, with the "Last Updated" date revised. Your continued use of the Website or Services after changes are posted constitutes acceptance of the updated Terms.

22. General Provisions

  • Entire Agreement: These Terms, together with any signed proposal or statement of work, form the entire agreement between the parties and supersede prior discussions.
  • Severability: If any provision is found unenforceable, the remaining provisions remain in full effect.
  • Waiver: Failure to enforce any right does not waive that right.
  • Assignment: You may not assign your rights under these Terms without our written consent. We may assign ours to an affiliate or successor.
  • Independent Contractors: Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.
  • Notices: Notices may be given by email or by posting on the Website.

23. Contact Us

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

MA Digitals Solution Inc.
Email: hello@madigitals.ca 
Phone: +1 (437) 889 8973
Address: 15 Silas Hill Drive, North York, ON M2J 2X8
Website: www.madigitals.ca