Introduction

Welcome to Hilo Information Technology Inc. ("Hilo", "we", "us", or "our"). These Terms and Conditions ("Terms") govern your access to and use of our website, services, and products. By accessing or using our services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, please do not use our services.

Definitions

• "Services" refers to all web development, application development, IT consulting, design, and related services provided by Hilo.
• "Client" or "you" refers to the individual or entity that engages Hilo for services.
• "Agreement" refers to any contract, statement of work, or proposal between Hilo and the Client.
• "Deliverables" refers to all work products, code, designs, documentation, and materials created by Hilo for the Client.

Service Agreement

When you engage Hilo for services, the following terms apply:

• Scope of Work: All services will be performed according to the scope outlined in the project proposal or statement of work. Any changes to the scope require written agreement from both parties.
• Timeline: Project timelines are estimates and may be adjusted based on project complexity, client feedback cycles, and unforeseen circumstances.
• Client Responsibilities: Clients must provide timely feedback, necessary access to systems, required content, and other materials essential for project completion.
• Revisions: The number of revision rounds will be specified in the project agreement. Additional revisions may incur extra charges.

Payment Terms

• Pricing: All pricing is specified in the project proposal or agreement and is in Canadian Dollars (CAD) unless otherwise stated.
• Payment Schedule: Payment terms will be outlined in the project agreement. Typical payment structures include deposits, milestone payments, and final payments upon project completion.
• Late Payments: Late payments may incur interest charges and may result in suspension of services until payment is received.
• Expenses: Unless otherwise agreed, clients are responsible for third-party expenses such as hosting, domain registration, stock images, fonts, and other licensed materials.
• Taxes: All prices are exclusive of applicable taxes, which will be added to invoices as required by law.

Intellectual Property Rights

Intellectual property ownership is handled as follows:

• Client Content: You retain all rights to content, materials, and information you provide to us.
• Deliverables: Upon full payment, ownership of custom deliverables created specifically for your project transfers to you, unless otherwise agreed in writing.
• Pre-existing Materials: Hilo retains ownership of all pre-existing intellectual property, templates, frameworks, libraries, and methodologies used in delivering services.
• Third-Party Components: Open-source software, third-party libraries, and licensed materials are subject to their respective licenses and terms.
• Portfolio Rights: Unless otherwise agreed, Hilo reserves the right to showcase completed work in our portfolio and marketing materials.

Confidentiality

We respect the confidentiality of your business information. Both parties agree to maintain confidentiality of proprietary information shared during the course of the engagement. This obligation survives the termination of our working relationship. Confidential information does not include information that is publicly available, already known to the receiving party, or independently developed.

Warranties and Disclaimers

• Professional Standards: We warrant that services will be performed in a professional manner consistent with industry standards.
• Bug Fixes: We provide a warranty period (as specified in the agreement) for bug fixes related to our code, excluding issues caused by third-party modifications or hosting environment changes.
• No Guarantees: While we strive for excellence, we do not guarantee specific business results, search engine rankings, traffic levels, or conversion rates.
• Third-Party Services: We are not responsible for the performance, availability, or security of third-party services, APIs, or platforms integrated into your project.
• AS-IS Basis: Unless specifically warranted in writing, all services and deliverables are provided "as is" without warranties of any kind.

Limitation of Liability

To the maximum extent permitted by law, Hilo's total liability for any claims arising from or related to our services shall not exceed the total amount paid by the Client for the specific services giving rise to the claim. We are not liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, data, business opportunities, or reputation, even if we have been advised of the possibility of such damages.

Indemnification

You agree to indemnify and hold harmless Hilo, its officers, directors, employees, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your breach of these Terms; (b) content you provide to us; (c) your use of deliverables in a manner not authorized by us; or (d) your violation of any third-party rights.

Termination

• Mutual Agreement: Either party may terminate the engagement with written notice as specified in the project agreement.
• Termination for Cause: Either party may terminate immediately if the other party breaches these Terms and fails to remedy the breach within 15 days of written notice.
• Payment Upon Termination: Upon termination, the Client must pay for all work completed up to the termination date, including a reasonable fee for work in progress.
• Return of Materials: Upon termination, each party will return or destroy confidential information belonging to the other party.

Website Use and Restrictions

When using our website, you agree to the following:

• You will not use the website for any unlawful purpose or in violation of these Terms
• You will not attempt to gain unauthorized access to our systems or networks
• You will not introduce viruses, malware, or other harmful code
• You will not scrape, mine, or harvest data from our website without permission
• You will not interfere with the proper functioning of the website
• You will not impersonate any person or entity or misrepresent your affiliation

Support and Maintenance

Support and maintenance services are not automatically included unless specified in your service agreement. Post-launch support, hosting, updates, and ongoing maintenance are available under separate maintenance agreements. We strongly recommend establishing a maintenance plan to ensure your application remains secure, updated, and optimized.

Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet service failures, or pandemics. In such events, the affected party will notify the other party promptly and make reasonable efforts to resume performance.

Dispute Resolution

In the event of any dispute arising from these Terms or our services, both parties agree to first attempt to resolve the matter through good-faith negotiation. If negotiation is unsuccessful, the parties may pursue mediation before resorting to litigation. Any legal action must be brought in the courts of Ontario, Canada, and these Terms shall be governed by the laws of Ontario and Canada.

Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

Entire Agreement

These Terms, together with any specific project agreements, proposals, and statements of work, constitute the entire agreement between you and Hilo regarding our services and supersede all prior agreements, understandings, and communications, whether written or oral.

Modifications to Terms

We reserve the right to modify these Terms at any time. When we make changes, we will update the "Last Updated" date at the top of this page. Your continued use of our services after changes take effect constitutes acceptance of the modified Terms. For active projects, changes will not apply retroactively without mutual agreement.

Contact Information

If you have questions about these Terms or wish to discuss a project, please contact us:

Acknowledgment

By using our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.