Terms of Service

1. Services Overview

Goshen WebX provides custom software development services, including but not limited to:

• Custom web application development
• Internal tools and dashboards
• Workflow automation solutions
• API development and integrations
• Technical consulting and support

Specific terms for each project are outlined in individual service agreements or statements of work.

2. Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding contracts to use our services. By using our services, you represent and warrant that you meet these requirements.

3. Account Registration

3.1 Account Creation

Some services require you to create an account. You agree to:

• Provide accurate, current, and complete information
• Maintain and update your account information
• Keep your password secure and confidential
• Notify us immediately of any unauthorized access
• Accept responsibility for all activities under your account

3.2 Account Termination

We reserve the right to suspend or terminate accounts that violate these Terms or engage in fraudulent, abusive, or illegal activity.

4. Client Responsibilities

As a client of Goshen WebX, you agree to:

• Cooperation: Provide timely feedback, access, and information necessary for project completion
• Content: Ensure all content you provide is accurate, lawful, and does not infringe third-party rights
• Payment: Pay all fees according to agreed payment terms
• Communication: Respond to project-related inquiries within reasonable timeframes
• Approvals: Review and approve deliverables in accordance with project timelines

5. Payment Terms

5.1 Fees and Billing

• Project fees are outlined in individual proposals or service agreements
• Fees are typically structured as fixed-price or time-and-materials
• Payment schedules may include deposits, milestone payments, or monthly retainers
• All fees are in Canadian dollars (CAD) unless otherwise specified

5.2 Late Payment

Late payments may incur interest charges of 1.5% per month (18% annually) or the maximum allowed by law. We reserve the right to suspend services for accounts with overdue balances.

5.3 Refunds

Refund policies are project-specific and outlined in service agreements. Generally:

• Deposits are non-refundable once work has commenced
• Refunds for completed work are not provided
• Cancellation terms are specified in individual contracts

6. Intellectual Property

6.1 Client-Owned Content

You retain ownership of all content, data, and materials you provide ("Client Content"). By providing Client Content, you grant us a license to use it solely for delivering services.

6.2 Deliverables Ownership

Upon full payment, you receive ownership of custom code and designs created specifically for your project, subject to any third-party licenses. This includes:

• Custom application code written for your project
• Original designs and visual assets
• Project documentation

6.3 Goshen WebX Intellectual Property

We retain ownership of:

• Pre-existing code, frameworks, and tools
• Our methodologies, processes, and know-how
• Reusable components and libraries
• Our brand, trademarks, and proprietary systems

6.4 Third-Party Software

Projects may incorporate open-source or third-party software subject to their respective licenses. We do not transfer ownership of such software.

6.5 Portfolio Rights

Unless otherwise agreed in writing, we reserve the right to showcase completed projects in our portfolio, case studies, and marketing materials.

7. Confidentiality

Both parties agree to protect confidential information disclosed during the engagement. Confidential information includes:

• Business strategies, financial data, and trade secrets
• Technical specifications, source code, and proprietary methods
• Customer lists, pricing, and non-public information

This obligation survives termination of services and continues for 5 years unless information becomes publicly available through no fault of the receiving party.

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that:

• Services will be performed with professional care and skill
• Deliverables will substantially conform to agreed specifications
• We have the right to provide the services

8.2 Disclaimer of Warranties

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

We do not warrant that:

• Services will be uninterrupted, error-free, or completely secure
• Results will meet all your requirements or expectations
• All defects will be corrected

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Our total liability for any claims arising from services shall not exceed the fees paid for the specific project giving rise to the claim
• We are not liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, data loss, or business interruption
• We are not responsible for delays or failures caused by circumstances beyond our reasonable control

Some jurisdictions do not allow limitation of liability, so these limitations may not apply to you.

10. Indemnification

You agree to indemnify and hold harmless Goshen WebX from claims, damages, and expenses (including legal fees) arising from:

• Your breach of these Terms
• Your use of our services
• Content you provide that infringes third-party rights
• Your violation of applicable laws

11. Acceptable Use

You agree not to:

• Use services for illegal, fraudulent, or harmful purposes
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt our services or servers
• Use our services to transmit malware, spam, or harmful code
• Violate any applicable laws or regulations
• Infringe intellectual property rights of others
• Harass, abuse, or harm other users

12. Term and Termination

12.1 Term

These Terms remain in effect while you use our services. Project-specific terms are defined in individual agreements.

12.2 Termination by You

You may terminate services according to cancellation terms in your service agreement. Early termination may result in fees for completed work.

12.3 Termination by Us

We may terminate or suspend services immediately if you:

• Breach these Terms
• Fail to make required payments
• Engage in fraudulent or illegal activity
• Provide false information

12.4 Effect of Termination

Upon termination:

• You must pay for all completed work
• We will deliver completed portions of the project
• Confidentiality obligations continue
• Your access to services will be revoked

13. Governing Law and Dispute Resolution

13.1 Governing Law

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

13.2 Jurisdiction

Any disputes shall be subject to the exclusive jurisdiction of the courts located in Quebec City, Quebec, Canada.

13.3 Dispute Resolution

Before initiating legal action, parties agree to attempt resolution through good-faith negotiation. If unsuccessful, disputes may be resolved through mediation or arbitration as mutually agreed.

14. Changes to Terms

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website with an updated "Last Updated" date. Material changes will be communicated via email to registered users. Continued use of services after changes constitutes acceptance.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any service-specific agreements, constitute the entire agreement between you and Goshen WebX regarding use of services.

15.2 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect.

15.3 Waiver

Failure to enforce any provision does not constitute a waiver of that provision.

15.4 Assignment

You may not assign these Terms without our written consent. We may assign these Terms to any affiliate or successor.

15.5 Force Majeure

Neither party is liable for delays or failures caused by circumstances beyond reasonable control, including natural disasters, pandemics, war, or government actions.