Terms of Service.

These Terms of Service ("Terms") govern your use of digityza.com and any services we provide. By visiting our site, filling out a form, booking a call, or engaging us as a client, you agree to these Terms.

"Digityza," "we," "us," and "our" refer to Digityza, based in Ontario, Canada. "You" or "Client" refers to the individual or business engaging with us.

If you're agreeing on behalf of a company, you confirm you have authority to bind that company to these Terms.

Digityza provides digital marketing services including (but not limited to) SEO, web design and development, paid advertising management, social media management, branding, AI and automation services, and franchise marketing platforms.

The exact scope of services for any client is defined in a separate proposal, statement of work, or service agreement signed between Digityza and the client. These Terms govern your general use of our website and our services; specific service agreements may include additional terms that take precedence over these for that engagement.

Our retainer pricing is month-to-month. Fees are charged in advance at the start of each billing cycle. Specific pricing is set out in your service agreement.

Ad spend (Google Ads, Meta Ads, LinkedIn Ads, etc.) is billed directly to your accounts by the ad platforms, not through Digityza. We don't take a percentage of your ad spend.

One-time projects (website builds, branding projects, etc.) are billed according to a payment schedule defined in your service agreement, typically with an upfront deposit and milestone payments.

Invoices are due upon receipt unless otherwise stated. Past-due accounts may be subject to a 1.5% monthly late fee and service suspension after 30 days.

Retainer engagements can be cancelled with 90 days' written notice unless you're on a minimum-commitment plan. Notice means an email to your account manager or to hello@digityza.com.

If you signed up for a plan with a minimum commitment period (typically 90 days), you owe the remaining fees through the end of that commitment. After the minimum period ends, standard 90-day notice applies.

No refunds on past months. Once a month has been billed and services have begun, that month is non-refundable. This applies regardless of when you give notice during a billing cycle.

One-time project deposits are non-refundable once work has begun. If a project is cancelled mid-build, you owe for work completed to date but not for work not yet performed.

Digityza reserves the right to terminate engagements for non-payment, abusive behavior, illegal activity, or material breach. In those cases, you owe for services delivered through the termination date but not beyond.

To do our work, we need timely cooperation from you. As a client, you agree to:

• Provide accurate information about your business
• Give us reasonable access to accounts and platforms we need (Google Analytics, ad accounts, social platforms, website CMS, etc.)
• Respond to feedback requests within reasonable timeframes — typically 5 business days
• Approve or comment on deliverables on the schedule defined in your service agreement
• Pay invoices on time
• Not use our services for illegal activity, fraud, harassment, or anything that would expose Digityza to legal or reputational harm

If you go quiet — no responses for 30+ days while we're trying to ship work — we may pause your retainer and you'll still be billed.

Work product we create specifically for you — website code, ad creative, copy, designs, brand assets — is yours once you've paid for it. We assign you the rights to use, modify, and distribute that work as you see fit for your business.

What we keep:

• Our underlying methodologies, frameworks, templates, and processes
• The right to display work we've done for you in our portfolio and case studies (unless you tell us not to in writing)
• Anything we built before working with you, or built for other clients — even if similar concepts appear in your project

Third-party assets we use on your behalf (stock photos, fonts, software, integrations) are governed by their own licenses, which we'll either pass through or note in deliverables.

Domain names, hosting accounts, ad accounts, and social media accounts in your name remain yours. We'll never lock you into "Digityza Cloud" infrastructure.

Both parties agree to keep confidential information confidential. Confidential information means anything one party tells the other that's marked confidential, or that a reasonable person would understand to be confidential — business plans, financials, customer lists, strategies, etc.

Confidential information doesn't include: information that's publicly available, information you already had, information independently developed without using our information, or information legally required to be disclosed.

This confidentiality obligation survives the end of our engagement.

We deliver services with reasonable skill and care. We'll meet the scope and quality standards described in your service agreement.

We do not guarantee specific business outcomes — rankings, traffic, leads, revenue, conversions, or ROI. Digital marketing involves variables outside our control: ad platform algorithm changes, competitor actions, market conditions, your own business operations, and more. We commit to executing well; we don't promise specific results.

Our services are provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by law, Digityza's total liability for any claim arising out of or relating to these Terms or our services is limited to the fees you paid Digityza in the three months immediately preceding the event giving rise to the claim.

Digityza is not liable for indirect, consequential, incidental, special, or punitive damages — including lost profits, lost revenue, lost data, business interruption, or loss of goodwill — even if we were advised of the possibility of such damages.

These limitations apply regardless of the legal theory (contract, tort, negligence, statute, or otherwise).

Some jurisdictions don't allow certain limitations of liability. If you're in such a jurisdiction, the above limitations apply to the maximum extent permitted by law in your jurisdiction.

You agree to indemnify and hold harmless Digityza, our partners, employees, and contractors from any claims, damages, or expenses (including reasonable legal fees) arising from:

• Content, products, or services you provide that we use in your campaigns (false claims, copyright infringement, etc.)
• Your violation of these Terms or any applicable law
• Your use of our services in a manner not authorized by these Terms or your service agreement

We agree to indemnify and hold you harmless from third-party claims that work product we created specifically for you infringes their intellectual property — provided you let us control the defense and don't settle without our consent.

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

Any dispute arising from or relating to these Terms or our services will be resolved in the courts of Ontario, and both parties consent to the exclusive jurisdiction of those courts.

Before either party files a lawsuit, both agree to first attempt resolution through good-faith discussion for at least 30 days. If that fails, we both agree to consider mediation before litigation.

Entire agreement. These Terms, together with any signed service agreement, are the complete agreement between you and Digityza on this subject. They supersede any prior agreements or understandings.

Severability. If any part of these Terms is found unenforceable, the rest remains in effect.

No waiver. Our failure to enforce any provision isn't a waiver of our right to enforce it later.

Assignment. You can't transfer your rights under these Terms without our written consent. We may transfer ours in connection with a sale, merger, or reorganization.

Updates. We may update these Terms. Material changes will be communicated by email or a prominent notice on the site. Your continued use after changes means you accept them.

Contact. Questions about these Terms? Email hello@digityza.com or call (800) 511-4919.