1 Introduction
These terms of service govern the use of the website at www.bugspatter.lol and the consulting and engineering services offered by Bug Spatter Productions Inc., operating as BugSpatter. The company is registered at 714-40 Homewood Ave, Toronto, ON M4Y 2K2, Canada. By accessing our website, contacting our office, or accepting a written proposal, you agree to be bound by these terms.
If you do not agree with any part of these terms, you should not use our services. Please read the full document before you begin a project, because it sets out the rights and duties of both sides. We are always glad to discuss any clause with you in plain language before you sign.
2 Acceptance of These Terms
These terms form a binding agreement between you and BugSpatter as soon as you accept a proposal, place an order, or otherwise begin an engagement with us. When you use our website without engaging our services, the parts of these terms that concern website use still apply to you. If you are accepting these terms on behalf of a company or other legal entity, you confirm that you have the authority to bind that entity.
We may update these terms from time to time, and the version that applies to your project is the version in force when your proposal is signed. Continued use of our website after an update means that you accept the updated terms. The current version is always available on this page.
3 Description of Services
We provide computer systems design, computer integrated systems design, and related professional and technical services. Our work includes system architecture, integration engineering, automation, data infrastructure, security and compliance, and managed operations. Some projects are short assessments that take a few weeks, and some are long term operational engagements that last for years.
Every project begins with a written proposal that describes the scope, the deliverables, the timeline, and the fees. The proposal, together with these terms, defines the full extent of our obligations. We will not perform work that falls outside the agreed scope without a separate written approval. Anything that is not in the proposal is a conversation, not a promise.
4 Client Responsibilities
To deliver our work on schedule, we depend on you for timely information and decisions. You agree to provide accurate contact details, technical access, and copies of any documents or systems that we need to review. You agree to name a single point of contact who can answer our questions and approve our work. You agree to review and respond to our deliverables within the timeframes set out in the project schedule.
Delays on your side can extend the timeline, and we will notify you in writing when a delay is caused by the client. We are not responsible for failures that result from missing or inaccurate client information. Where a delay pushes a project beyond the agreed schedule, we will adjust the timeline proportionately and agree the new dates with you.
5 Eligibility and Use
Our website and services are intended for businesses and for adults who are at least eighteen years old. You may use our website only for lawful purposes. You must not interfere with the operation of our site, attempt to gain unauthorized access to our systems, or use automated tools to scrape our content. You must not use our services to build systems that violate the law or the rights of other people.
We may refuse service to any person or organization, subject to the terms of any existing written agreement. By working with us, you confirm that you meet these eligibility requirements and that the information you give us is accurate and complete.
6 Proposals, Fees, and Payment
Fees are set out in the written proposal that you accept. Unless the proposal says otherwise, fees are quoted in the currency of the proposal and are exclusive of applicable taxes. We may ask for a deposit before we begin work, and the balance is due according to the payment schedule in the proposal. Travel, hardware, and third party software costs are billed separately unless the proposal states that they are included.
Payments are due within thirty days of the invoice date unless a different period is stated. If a payment is overdue, we may pause work until the account is settled. Late payments may also accrue interest at the rate allowed by law. We prefer to discuss payment issues openly, and we will always send a reminder before any fee becomes overdue.
7 Taxes and Invoicing
You are responsible for paying all taxes that apply to our services, including sales tax, value added tax, and any other government levy that is required in your region. We will add the applicable taxes to our invoices where the law requires us to do so, and you agree to pay those amounts with the invoice. If you are exempt from a particular tax, you must provide the exemption certificate before we invoice you.
We will send invoices by email to the address you provide, and you agree to treat email delivery as valid service of the invoice. If a tax authority later determines that additional tax is due, you are responsible for that amount. We will keep accurate records of every invoice and we are happy to reissue any invoice you misplace.
8 Intellectual Property Rights
BugSpatter owns the intellectual property we create, including our methodologies, our internal tools, our templates, and the code libraries that predate your project. Our name, our wordmark, and our website content are protected by trademark and copyright law. Nothing in these terms transfers any ownership interest in our background intellectual property to you.
You may not copy, modify, or redistribute our marketing material, our proposals, or our internal documentation without our written permission. The ownership of work that we create for your project is addressed in the license section below. If you would like to reuse a deliverable outside your own business, ask us first and we will usually say yes.
9 License to Use Deliverables
When we complete a deliverable for you, such as custom software, an architecture document, or an integration configuration, we grant you a perpetual, non exclusive, royalty free license to use that deliverable for your own business operations. The license covers use within your organization and with the vendors you manage. It does not allow you to resell the deliverable as a product, to license it to third parties, or to use it to compete with our services.
We retain the right to reuse general patterns, libraries, and techniques that are not specific to your business. Source code that is produced for you is delivered with the project handover unless the proposal states otherwise. This license is granted automatically upon delivery and does not require a separate signature.
10 Client Materials and Feedback
Anything you provide to us, including data, documents, software, and brand assets, remains your property. You grant us a limited license to use those materials for the sole purpose of delivering your project. You are responsible for the accuracy, the legality, and the completeness of the materials you provide. We are not obligated to verify that your materials are free of defects.
Feedback that you give us about our services, including suggestions for improvement, may be used by us freely in our own product development. We will not share your confidential materials with anyone outside our team and the subcontractors who work on your account. When a project ends, we will return or delete the materials you supplied, at your choice.
11 Confidentiality
Both sides agree to keep confidential any non public information they receive during the course of the engagement. Confidential information includes source code, system credentials, financial records, business plans, and customer data. We will use your confidential information only to deliver the project, and we will protect it with the same care we use for our own confidential material.
This obligation continues for five years after the end of the engagement, or longer where the information qualifies as a trade secret. Confidential information does not include information that is already public, that was known before the engagement, or that a court requires us to disclose. You may ask us to agree to a shorter confidentiality period if your needs require it.
12 Warranties and Disclaimers
We warrant that we will perform our services with reasonable skill and care, in line with the standards of the computer systems design industry. We warrant that deliverables we create will work as described in the approved specification, for a period of thirty days after delivery. We make no other warranties, and we disclaim all implied warranties, including implied warranties of merchantability and fitness for a particular purpose, to the maximum extent allowed by law.
We do not warrant that our services will be error free or that our systems will be uninterrupted. Your exclusive remedy for a defective deliverable is our correction of the defect within the warranty period. Where a defect cannot be corrected, we may refund the portion of the fee that relates to the defective work.
13 Limitation of Liability
To the maximum extent permitted by law, our total liability under these terms is limited to the total fees you have paid us in the twelve months before the claim arises. We will not be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, loss of business opportunity, or interruption of your operations. These limits apply even if we have been advised of the possibility of such damages.
Where a law prohibits the limitation of certain damages, our liability will be limited to the greatest extent that the law allows. This section survives the end of our agreement. Nothing in these terms limits liability that cannot lawfully be limited, such as liability for fraud or for injury caused by negligence.
14 Indemnification
You agree to defend, indemnify, and hold harmless BugSpatter and its team from any claim, loss, or expense that arises out of your use of our services, your violation of these terms, or your violation of the rights of a third party. This includes the costs of legal defence, reasonable attorney fees, and settlements that we agree to in writing.
We will notify you promptly of any claim that falls under this section, and we will give you the chance to control the defence where that is practical. We will not agree to a settlement that admits fault on our part without your written consent. This indemnification obligation survives the end of our agreement.
15 Term and Termination
Each engagement begins on the start date in the proposal and continues until the work is complete, unless a different term is stated. Either side may terminate a long term engagement by giving the notice period set out in the proposal, which is usually thirty days. We may terminate an engagement immediately if you fail to pay a material invoice or if you breach a material term of these terms and do not fix the breach within fourteen days of written notice.
On termination, you owe us payment for all work completed up to the termination date. Sections that are meant to survive, such as confidentiality, liability, and indemnification, continue after termination. We will hand over completed deliverables that you have paid for, and we will cooperate with a reasonable transition period.
16 Suspension of Services
We may suspend services, in whole or in part, when a payment is more than thirty days overdue, when we need to protect our systems from a security threat, or when a legal order requires it. We will give you notice of a suspension as soon as we reasonably can, unless giving notice would itself create a security risk. A suspension does not cancel the agreement and does not remove your obligation to pay for completed work.
When the reason for the suspension ends, we will restore services promptly. Time lost to a suspension caused by the client may extend the project schedule. During any suspension we will continue to protect your data and we will keep your backups current.
17 Third Party Services and Subcontractors
Our work may rely on third party products such as cloud platforms, databases, and development tools. These products are licensed by their own vendors under their own terms, and you agree to comply with those terms where they apply to you. We may use subcontractors for parts of a project, and we remain responsible for the work they perform. We will not hire a subcontractor that creates a conflict of interest without telling you first.
If a third party service fails or changes its terms, we will make reasonable efforts to find an alternative, but we are not liable for interruptions that originate from a vendor we do not control. We will tell you clearly which parts of your system depend on third party vendors, so that you understand the risk profile of your stack.
18 Data, Security, and Backup
You remain the owner of the data that moves through your systems, and you are responsible for the accuracy of that data. We will process your data only to deliver the services and in accordance with your instructions. We will apply reasonable security controls, including encryption in transit, access controls, and patch management. Our backup policy is described in the proposal for each project, and we will honour the retention schedule we agree with you.
We recommend that you keep independent copies of critical data. In the event of a data loss incident, our responsibility is limited to restoring data from our most recent backup. Our processing of personal data is further described in our privacy policy, which you should read together with these terms.
19 Force Majeure
Neither side is liable for a delay or failure to perform that results from a cause beyond its reasonable control. Such causes include natural disasters, war, civil unrest, epidemics, power failures, network outages, and changes in law. The affected side must notify the other side as soon as it is practical and must make reasonable efforts to resume performance.
If the force majeure event continues for more than sixty days, either side may end the affected engagement without penalty. Payments for work already completed remain due. This section does not excuse a failure to pay money that is owed.
20 Governing Law and Jurisdiction
These terms are governed by the laws of the Province of Ontario, Canada, without regard to conflict of law rules. The courts of the Province of Ontario have exclusive jurisdiction over any dispute that is not covered by the arbitration section of these terms. If you are located outside Canada, you still agree to submit to the jurisdiction of the Ontario courts for disputes that relate to our agreement.
We may also seek injunctive relief in any court that has jurisdiction where the relief is urgent. Nothing in this section limits the rights that a consumer may have under the mandatory law of their home country. Where mandatory law conflicts with this section, the mandatory law wins.
21 Dispute Resolution and Arbitration
Before any legal action, both sides agree to try to resolve the dispute through good faith negotiation for at least thirty days. If negotiation fails, disputes that exceed a set amount may be resolved by binding arbitration under the rules of a recognized arbitration body, with the hearing held in Toronto, Canada. Arbitration is conducted by a single arbitrator, and the decision is final and binding.
Each side pays its own legal costs, and the arbitrator may award costs to the prevailing party where the law allows. This section does not prevent either side from seeking injunctive relief in court to protect its rights. The negotiation period in this section is a condition precedent to any claim.
22 Severability
If any part of these terms is found to be invalid or unenforceable, that part will be removed from the agreement and the rest of the terms will remain in full effect. The invalid part will be replaced, where possible, with a provision that comes closest to the original intent of the parties. A finding that one section is invalid does not invalidate the other sections.
This is a standard protection that keeps the rest of the agreement workable even if a single clause fails. Both sides agree to work in good faith to preserve the purpose of the document. No single invalid clause should be allowed to undo the entire contract.
23 Waiver
A failure by either side to enforce any part of these terms is not a waiver of that part and does not prevent later enforcement. A waiver is effective only if it is made in writing and signed by the party that is giving it. No single instance of a waiver means that the same right is waived again. Delays in exercising a right do not mean that the right is lost.
These waiver rules apply to every provision of these terms, including the fee, liability, and confidentiality clauses. If you would like a written waiver of a particular provision, simply ask, and we will consider it on its merits.
24 Entire Agreement
These terms, together with the written proposal and any attachments you accept, make up the entire agreement between you and BugSpatter. They replace any earlier discussions, drafts, or understandings about the same subject. No statement made in a sales call or a brochure creates an obligation unless it is written into the proposal. If a conflict exists between these terms and a proposal, the proposal controls for that specific project.
Any changes to this agreement must be made in writing and signed by both sides. This section ensures that the written record reflects the true deal, and that neither side relies on something that was only said out loud.
25 Amendments to These Terms
We may amend these terms from time to time to reflect changes in our business or in the law. When we make a material change, we will post the updated version on our website and update the effective date. For active engagements, the amended terms apply to new work that starts after the amendment date, while the terms that were in force when the project began continue to govern work already in progress.
You can review the current version of these terms at any time. Your continued use of our website after an amendment means that you accept the new terms. If a change is significant, we will draw your attention to it in our communications.
26 Assignment
You may not assign your rights or your obligations under these terms without our prior written consent. We may assign our rights and obligations to an affiliated company, or to a buyer of our business in connection with a merger or a sale of assets. In the event of a permitted assignment, the assignee assumes all of the duties under these terms.
We will give you notice of any assignment of an active engagement. A permitted assignment does not change the scope, the fees, or the timeline of your project. If you would like to transfer an engagement to another company you own, contact us and we will handle it cleanly.
27 Electronic Communications
When you use our website or email our office, you are communicating with us electronically. We may respond to you by email, through our website, or through the project tools that we use. You agree that these electronic communications satisfy any requirement that communication be in writing. We recommend that you use encryption for any message that contains sensitive information.
Messages sent over the public internet may pass through third party systems, and we are not responsible for the security of messages in transit outside our control. For very sensitive material, we will arrange a secure channel before you send it. A record of our written communications forms part of the project file.
28 Contact Information
If you have questions about these terms, please contact the developer BugSpatter by email at talk@bugspatter.lol or by telephone at +14127032658. You may also write to Bug Spatter Productions Inc., 714-40 Homewood Ave, Toronto, ON M4Y 2K2, Canada. We will do our best to answer your questions within two business days.
For legal notices related to an engagement, use the address above and mark the envelope as legal correspondence. We welcome the chance to discuss any part of these terms before you begin a project.