Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Nicholas Hammond operating as HAMMND ("we", "us", or "our"), governing your access to and use of our website at www.hammnd.com and the services we provide.

By accessing our website, submitting project inquiries, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or services.

We reserve the right to update or modify these Terms at any time. See Section 8 ("Changes to Terms") for details on how updates are communicated and when they take effect.

HAMMND provides professional web development and business automation services including but not limited to website design, development, maintenance, optimization, technical consulting, and business process automation ("Services").

2.1 Service Delivery

We will provide the Services with reasonable skill and care in accordance with industry standards. The specific details, deliverables, timelines, and fees for each project will be outlined in a separate written agreement or Statement of Work (SOW) between you and HAMMND.

2.2 Client Responsibilities

You agree to:

• Provide accurate and complete information necessary for the completion of the Services
• Review and provide feedback on deliverables in a timely manner
• Grant us necessary access to systems, accounts, or resources required to perform the Services
• Pay all agreed-upon fees according to the payment schedule
• Obtain and maintain all necessary licenses, permissions, and consents required for us to perform the Services

2.3 Changes to Scope

Any changes to the agreed-upon scope of Services must be mutually agreed upon in writing. Additional services or revisions beyond the original scope may incur additional fees, which will be communicated to you before proceeding.

2.4 Revisions

Unless otherwise specified in the project agreement, Services include up to two (2) rounds of revisions at no additional cost. A "revision" is defined as a set of changes requested within a single round of feedback. Additional revisions beyond the included rounds will be billed at our standard hourly rate of $110 CAD per hour. Revisions must be requested within 14 days of deliverable submission; after this period, additional changes may be treated as new work and quoted separately.

3.1 Client Content

You retain all ownership rights to the content, materials, logos, trademarks, and data you provide to us for use in performing the Services ("Client Content"). You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, and modify the Client Content solely for the purpose of providing the Services.

3.2 HAMMND Materials

We retain all intellectual property rights in and to our pre-existing materials, proprietary technologies, development frameworks, tools, methodologies, know-how, processes, and software used in providing the Services ("HAMMND Materials").

3.3 Deliverable Ownership

Upon full payment of all applicable fees, we will assign to you all rights, title, and interest in the final deliverables specifically created for you as part of the Services, except for:

• HAMMND Materials that may be incorporated into the deliverables
• Third-party materials (such as open-source software or licensed components)
• Generic or non-unique code, layouts, or design elements

For the items excepted above, we grant you a non-exclusive, perpetual, worldwide license to use these elements as part of the deliverables.

3.4 Portfolio Rights

You grant us the right to use and display the non-confidential aspects of the deliverables as part of our portfolio for promotional and marketing purposes. If you prefer your project to remain confidential, please notify us in writing.

4.1 Fees and Invoicing

Our fees will be specified in the project proposal or Statement of Work. Unless otherwise agreed in writing, we typically require:

• A non-refundable deposit of 50% of the total project cost before work begins
• The remaining balance due upon project completion or in accordance with the payment schedule outlined in the project agreement

For ongoing services, we will invoice you on a monthly basis or as specified in the service agreement.

4.2 Payment Terms

All invoices are due within 14 days of the invoice date unless otherwise specified. We accept payment via e-transfer, credit card, or direct bank transfer. All amounts are in Canadian Dollars (CAD) unless otherwise specified.

4.3 Late Payments

Late payments may incur an interest charge of 1.5% per month on the outstanding balance. We reserve the right to suspend or terminate Services if payments are not received by the due date.

4.4 Taxes

All fees are exclusive of applicable federal, provincial, or local sales taxes, which will be added to invoices where appropriate.

5.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

While we strive to ensure that our deliverables are free from defects, we do not guarantee that the Services will be error-free, uninterrupted, or that the results will meet your specific requirements or expectations.

5.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HAMMND BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your use or inability to use our Services
• Any unauthorized access to or alteration of your data
• Statements or conduct of any third party
• Any other matter relating to our Services

5.3 Cap on Liability

IN ANY EVENT, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO HAMMND FOR THE SERVICES GIVING RISE TO THE CLAIM.

5.4 Indemnification

You agree to indemnify, defend, and hold harmless HAMMND and its owner, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that arise from or relate to:

• Your use of our Services
• Your violation of these Terms
• Your violation of any rights of another person or entity
• Your Client Content

Search engine rankings, website traffic, and lead generation are influenced by numerous factors beyond our control, including but not limited to search engine algorithm changes, competitor activity, market conditions, and content quality. While we employ industry best practices to optimize your online presence, we do not guarantee specific search engine rankings, traffic volumes, or business outcomes.

Any projections, estimates, or examples of potential results provided during consultations or in proposals are for illustrative purposes only and should not be construed as guarantees of performance. Past performance of similar projects does not guarantee future results.

6.1 Termination by Client

You may terminate the Services at any time by providing written notice to us. Upon termination:

• You will be responsible for payment of all Services performed up to the termination date
• If termination occurs before project completion, the non-refundable deposit will not be returned
• We will deliver any completed or in-progress work upon receipt of full payment for Services rendered

6.2 Termination by HAMMND

We reserve the right to terminate our Services at any time if:

• You breach any of these Terms
• You fail to make timely payments
• You fail to provide necessary information, materials, or feedback essential to complete the Services
• We determine that the Services requested violate ethical standards or applicable laws

6.3 Effect of Termination

Upon termination, all provisions of these Terms which by their nature should survive termination shall remain in effect, including but not limited to ownership provisions, warranties, indemnification, and limitations of liability.

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law provisions.

Any dispute arising from or relating to these Terms or our Services shall be resolved in the courts of Ontario, and you consent to the exclusive jurisdiction and venue of these courts.

7.1 Dispute Resolution

Before filing a claim against HAMMND, you agree to attempt to resolve the dispute informally by contacting us at [email protected]. We will attempt to resolve the dispute through good faith negotiation.

If the dispute cannot be resolved through negotiation, either party may initiate formal proceedings. Any action or proceeding must be commenced within one (1) year after the cause of action accrues.

We may update these Terms from time to time. The current version will always be posted at hammnd.com/terms with an effective date. Changes apply only to new agreements entered after the effective date. Existing agreements remain governed by the Terms in effect at the time they were accepted.

For significant changes, we will make reasonable efforts to notify you, such as by email or a prominent notice on our website. We encourage you to review these Terms periodically.

8.1 Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

8.2 Waiver

The failure of HAMMND to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of HAMMND.

8.3 Entire Agreement

These Terms, together with any project-specific agreements, constitute the entire agreement between you and HAMMND regarding your use of our Services and supersede all prior and contemporaneous written or oral agreements, understandings, or communications.