Service terms

What these cover

These terms apply to services provided by TecZila Consultancy Services Inc. ("TecZila", "we") to a client ("you"). They work alongside the proposal, statement of work or service schedule for your engagement.

Where a signed statement of work conflicts with these terms, the statement of work wins. These are the default, not an override.

How work is agreed

Nothing starts on a conversation. Before work begins there is a written scope setting out what is included, what is excluded, what we need from you, and what it costs.

Work begins once that is accepted and any agreed initial payment is received.

What we need from you

• Accurate information about your business and existing systems
• Access to the accounts and systems the work requires, granted as delegated administrative access wherever the platform supports it
• Content, images and approvals within agreed timeframes
• One person authorised to make decisions and give approvals
• Confirmation that you own or are licensed to use any material you give us

Where we are waiting on you, timelines move by the length of the wait. We will say so at the time rather than silently absorbing it and then citing it later.

Changes and scope

A minor change is an amendment to something that already exists — replacing text, changing an image, updating contact details, updating a price, adding a testimonial you supply. One normally takes no more than 20 to 30 minutes.

A minor change is not a new page, a redesign, a new feature, e-commerce, a booking system, or original content production. Those are quoted separately.

Where a plan includes a number of minor changes, that number and the period it covers are stated in your scope.

Review and acceptance

When a deliverable is ready we tell you it is ready for review. If we hear nothing within 10 business days we send a reminder. If we still hear nothing within a further 5 business days, the deliverable is treated as accepted so that projects do not stall indefinitely.

Acceptance does not waive anything that later turns out to be defective — see the warranty position below.

What we do not promise

What we do commit to is the defined work in your scope, carried out competently; measurement you can see; and an honest reading of what the numbers show — including when they show the work is not paying off yet.

If anyone, including us, ever offers you a guaranteed position by a guaranteed date, treat it as a reason to walk away.

Who owns what

Your assets stay yours

We will not hold a domain, an account or a piece of content hostage over an invoice. If a relationship ends badly, it ends without us keeping your business's identity as leverage.

Deliverables

On payment in full, you own the deliverables created specifically for you — designs, written content, configurations and custom code.

What we keep

We retain ownership of our own pre-existing materials: frameworks, templates, component libraries, internal tooling and general know-how. You get a perpetual, non-exclusive licence to use those as embedded in your deliverables. We do not need them back and you do not need to license them separately — this clause exists so that using the same underlying component for two clients is not a breach.

Open source

Deliverables may include open-source components under their own licences. We will not include anything whose licence would prevent you using your deliverable commercially.

Showing the work

We would like to name you as a client and show the work. We will ask first, and no is a complete answer with no effect on anything else.

On termination

On termination, and where fees are settled, TecZila transfers or releases administrative access, provides an export of client data in a common format, and confirms deletion of copies within 30 days on request.

Third-party services

Delivery often involves services we do not control — hosting, Microsoft 365, Google, domain registrars, payment providers, telecoms carriers.

• Those services are governed by their own terms, which you accept by using them
• Their fees are separate from ours and are not included unless your scope says so
• An outage or a policy change at a third party is not a breach of these terms by us
• Where something is our responsibility to manage, we will manage the problem — but we cannot warrant a platform we do not run

Advertising spend is always billed separately and never folded into a management fee. You will always see what went to the platform and what went to us.

AI in delivery

We use AI assistance in our work. Being specific about it:

• Your data is not submitted to AI tools without your instruction
• We never submit credentials or bulk personal data belonging to your customers
• Anything AI-assisted is reviewed by a person before delivery or publication
• You can opt out of AI assistance entirely, and we will tell you if that changes cost or timeline
• We will not generate fake reviews, testimonials or results — for you or for anyone

Fees and payment

• Fees, currency and schedule are set out in your scope. Taxes are added where applicable
• Invoices are due within 14 days unless agreed otherwise
• Overdue amounts may carry interest at 1.5% per month
• We may pause work on accounts more than 30 days overdue, after telling you first
• Recurring services continue until cancelled in line with your agreement
• Third-party costs we pay on your behalf are passed through at cost, with evidence if you ask

Term and ending it

Project work runs until the deliverables are accepted. Recurring services run for the term in your agreement and renew as set out there.

Either of us may end an engagement with 30 days' written notice, or immediately if the other commits a material breach that is not fixed within 14 days of being told about it.

On termination: fees for work completed become payable, any minimum-term balance remains owed, and we hand over access and data as described above. Ending an agreement early does not erase a commitment you made for a fixed term.

Liability

We provide services with reasonable skill and care. Beyond that, and to the extent the law allows, we do not give other warranties, express or implied.

Nothing here limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.

Any claim must be brought within 1 year of the act or omission it relates to.

You agree to cover claims arising from material you supplied to us, from your use of deliverables in a way we did not intend, or from your breach of these terms.

Confidentiality

Each of us will protect the other's confidential information, use it only for the engagement, and share it only with people who need it and are under equivalent obligations. These duties continue for 3 years after the engagement ends.

This does not cover information that is public, was already known, is independently developed, or must be disclosed by law — and where the law compels disclosure, we will tell you first unless we are prohibited from doing so.

Data protection

Where we process personal information on your behalf, we do so on your instructions. Our privacy policy and sub-processor register form part of these terms.

We will tell you within 48 hours of becoming aware of a breach affecting your data, and support any regulatory notification you have to make.

Clients requiring a formal data processing agreement, or a security questionnaire completed, should ask — we respond within 10 business days.

General

• Governing law. These terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, and the courts of Ontario, Canada have exclusive jurisdiction.
• Force majeure. Neither party is liable for delays caused by events beyond reasonable control.
• Independent contractor. We are an independent contractor. Nothing here creates a partnership, agency or employment relationship.
• Non-solicitation. Neither party will solicit the other's staff or contractors during the engagement and for 12 months after.
• Assignment. Neither party may assign without the other's consent, except as part of a sale of the business.
• Severability. If a provision is unenforceable, the rest continues to apply.
• Entire agreement. These terms plus your scope document are the whole agreement between us.
• Notices. Notices may be given by email to the addresses on file, and are effective the next business day.
• Electronic signature. These terms may be accepted electronically.