Terms of Service

These Terms of Service (the “Terms”) govern your access to www.rayandigital.ca (the “Website”) and your purchase or use of services offered by Rayan Digital (“Rayan Digital,” “we,” “us,” or “our”). By using the Website, requesting or purchasing Services, accepting a proposal or quote, or otherwise agreeing to these Terms, you agree to be bound by them. If you are acting for a business or other organization, you confirm that you have authority to bind that organization.

If you do not agree with these Terms, do not use the Website or purchase the Services.

1. Agreement Priority

Specific projects may be governed by a proposal, quote, statement of work, service agreement, order form, invoice, or other written document accepted by both parties (a “Project Agreement”). If a Project Agreement conflicts with these Terms, the Project Agreement will control for that project. The Privacy Policy governs our handling of personal information.

2. Our Services

We may provide web strategy, web design and development, e-commerce development, SEO, content services, digital advertising, social media services, branding and creative services, analytics, conversion optimization, hosting, domain registration or management, website maintenance, AI-enabled solutions, consulting, and related services (collectively, the “Services”).

The specific deliverables, scope, schedule, assumptions, included revisions, fees, and payment terms for a project will be described in the applicable Project Agreement. Any service or deliverable not expressly included is outside scope.

3. Quotes, Acceptance, and Changes

Unless otherwise stated, a quote or proposal is valid for [30] days and may be withdrawn or revised before acceptance. A project is not scheduled and work is not required to begin until we have received the required acceptance, information, access, and initial payment.

Requests that change the agreed scope, deliverables, specifications, integrations, number of pages or content items, functionality, schedule, or revision allowance may require a written change order, additional fees, and a revised timeline. We will notify you where we reasonably determine that a request is outside scope.

4. Client Responsibilities

You agree to:

• provide accurate, complete, and timely instructions, content, approvals, feedback, access credentials, and other materials reasonably required for the Services;
• appoint an authorized contact who may provide instructions and approvals on your behalf;
• review deliverables promptly and provide consolidated feedback within the time stated in the Project Agreement or, if no time is stated, within five business days;
• ensure that content, data, trademarks, images, software, claims, offers, and other materials you provide are accurate, lawful, properly licensed, and do not infringe third-party rights;
• maintain appropriate backups of your own content and systems unless backup services are expressly included; and
• comply with all laws and platform policies applicable to your business, website, products, advertising, email marketing, privacy practices, accessibility, contests, regulated services, and use of the deliverables.

We may rely on instructions and approvals from your authorized contact. You are responsible for delays, additional work, or losses caused by incomplete materials, conflicting instructions, delayed feedback, unavailable personnel, or third-party systems outside our control.

5. Timelines and Client Delays

Project schedules are estimates unless a deadline is expressly guaranteed in a Project Agreement. Timelines depend on timely client cooperation, approvals, payments, and third-party availability.

If required client input is delayed, we may adjust the schedule and reallocate resources. If a project is inactive because of the client’s delay for more than [30] days, we may place the project on hold. Restarting work will be subject to availability and may require payment of outstanding amounts and a reasonable reactivation or rescheduling fee disclosed in advance. A delay exceeding [60/90] days may be treated as client termination under Section 15.

6. Fees, Payments, and Taxes

You agree to pay all fees, applicable taxes, expenses, and third-party costs described in the Project Agreement. Unless otherwise stated:

• deposits and setup fees are non-refundable once work or resource allocation has begun;
• invoices are due within [7/15] calendar days of the invoice date;
• recurring Services are billed in advance;
• third-party fees, media spend, premium software, stock assets, fonts, plugins, licences, domain registrations, and similar costs are additional unless expressly included; and
• you are responsible for bank, currency conversion, chargeback, and payment-processing fees arising from your chosen payment method.

Overdue amounts may accrue interest at the lower of [1.5% per month (18% annually)] or the maximum lawful rate. We may pause work, withhold launch or transfer, disable Services under our control, or suspend support while an undisputed invoice remains overdue, after reasonable notice where practicable. You remain responsible for fees earned and non-cancellable commitments made before suspension or termination.

7. Revisions, Review, and Acceptance

The number and type of revisions included in a project are stated in the Project Agreement. A revision modifies an existing approved direction; it does not include a new concept, a substantial change of strategy, new functionality, or work that reverses an earlier approval.

You are responsible for reviewing deliverables, spelling, factual claims, prices, contact information, legal text, links, and functionality before approval or launch. A deliverable will be considered accepted when you approve it in writing, publish or use it, instruct us to launch it, or fail to report a material non-conformity within [10] business days after delivery, whichever occurs first. Acceptance does not limit any express warranty stated in the Project Agreement.

8. Third-Party Products and Platforms

The Services may depend on third-party hosting providers, domain registrars, content-management systems, plugins, themes, APIs, payment gateways, advertising networks, search engines, social platforms, AI providers, analytics tools, stock assets, fonts, and other third-party products or services.

Third-party products are governed by their own terms, privacy policies, licences, fees, availability, and technical limits. We do not control and are not responsible for changes, outages, suspensions, data practices, price increases, policy decisions, account restrictions, security incidents, discontinued features, or performance failures caused by third parties. Unless agreed otherwise, you are responsible for maintaining required third-party accounts, licences, subscriptions, and compliance.

We may recommend third-party products based on the information available at the time, but a recommendation is not a guarantee of continued suitability or performance.

9. Hosting and Domain Services

Where hosting, maintenance, or domain services are included:

• the applicable plan, resources, support level, renewal term, and fees will be stated in the Project Agreement;
• “free” hosting or domain registration, if offered, applies only for the stated promotional period and eligible extension, after which renewal fees apply;
• domain availability is not guaranteed until registration is completed;
• you must provide accurate registrant information and comply with registry and registrar rules;
• hosting is subject to reasonable use, security, storage, traffic, file-count, email, and acceptable-use limits imposed by us or the upstream provider; and
• migrations, malware removal, emergency recovery, major software conflicts, and work caused by client or third-party changes may be billed separately unless expressly included.

We may suspend content or services that pose a security risk, violate law or acceptable-use rules, threaten shared infrastructure, or remain unpaid. We will use commercially reasonable efforts to provide notice where circumstances permit.

10. Intellectual Property

Client Materials

You retain ownership of materials you provide to us. You grant us a non-exclusive, worldwide, royalty-free licence to use, reproduce, modify, host, and share those materials as reasonably necessary to provide the Services and exercise our rights under the Project Agreement.

Rayan Digital Materials

We retain ownership of our pre-existing and general-purpose materials, including methods, know-how, processes, strategies, templates, frameworks, software tools, code libraries, utilities, design systems, reusable components, prompts, documentation, and improvements that are not created exclusively for you (“Rayan Digital Materials”).

Final Deliverables

Subject to full payment of all amounts due, you will receive the ownership or licence rights to final deliverables expressly stated in the Project Agreement. Unless the Project Agreement states otherwise, ownership transfer does not include Rayan Digital Materials or third-party materials embedded in or required by a deliverable. We grant you a perpetual, non-exclusive licence to use included Rayan Digital Materials only as part of the final deliverable for your business purposes.

Drafts, rejected concepts, working files, internal documentation, and unused assets remain our property unless the Project Agreement expressly includes them.

Portfolio Use

Unless confidentiality has been agreed in writing before publication, we may identify you as a client and display publicly released work, your business name, logo, project description, and non-confidential results in our portfolio, proposals, social media, awards, and marketing. We will not publish confidential information. You may request a reasonable limitation on future portfolio use by contacting us in writing.

11. SEO, Advertising, and Business Results

Search rankings, traffic, leads, conversions, advertising approvals, platform performance, and business results depend on many factors outside our control, including competition, budgets, market conditions, website history, client decisions, platform policies, and algorithm changes. We do not guarantee a particular ranking, revenue level, lead volume, cost per acquisition, return on advertising spend, or uninterrupted visibility unless a specific written guarantee is included in a Project Agreement.

Forecasts, projections, audits, and recommendations are professional opinions based on available information and are not promises of future performance. You remain responsible for budgets, offers, pricing, sales processes, legal claims, and final business decisions.

12. AI-Enabled Services

Where AI tools or AI-generated materials are used, you acknowledge that outputs may be inaccurate, incomplete, biased, non-unique, or unsuitable for a particular purpose. You are responsible for reviewing and approving factual, legal, regulatory, brand, and commercial accuracy before using an output.

Do not provide sensitive, confidential, regulated, or third-party personal information for use with an AI tool unless the use has been expressly approved and appropriate safeguards are in place. Rights in AI-generated output may be limited or uncertain under applicable law and platform terms. Unless expressly stated in a Project Agreement, we do not guarantee that an AI-generated output is exclusive, copyrightable, non-infringing, or free from similarity to third-party material.

13. Confidentiality

Each party will use reasonable care to protect non-public information received from the other party that a reasonable person would understand to be confidential. Confidential information may be used only to perform or receive the Services, exercise contractual rights, or comply with law. This obligation does not apply to information that is public through no breach, already lawfully known, independently developed, or lawfully received without confidentiality restrictions.

If disclosure is legally required, the receiving party may disclose the required information and, where legally permitted, will give reasonable notice to the other party.

14. Acceptable Use

You may not use the Website, Services, hosting, or deliverables to:

• violate law, regulation, court order, intellectual-property rights, privacy rights, or platform policies;
• distribute malware, spam, deceptive content, unlawful material, or content that facilitates fraud or abuse;
• interfere with security, networks, accounts, or other users;
• attempt unauthorized access, scraping, probing, reverse engineering, or circumvention of technical restrictions; or
• create a material security, legal, operational, or reputational risk for us or our providers.

We may investigate suspected misuse and take reasonable protective action, including suspension or removal of affected content or access.

15. Suspension and Termination

Either party may terminate Services as stated in the Project Agreement. If no termination provision is stated, either party may terminate ongoing month-to-month Services on 30 days’ written notice. Fixed-scope projects may be terminated by the client at any time on written notice, but deposits, completed work, work in progress, committed resources, third-party costs, and any agreed cancellation fee remain payable.

We may suspend or terminate Services immediately if you materially breach an agreement, fail to pay an undisputed amount after notice and a reasonable opportunity to cure, require unlawful or unethical work, misuse systems, threaten security, abuse our personnel, or create a material legal or operational risk.

Upon termination, each party will pay amounts due and reasonably cooperate in an orderly handover as described in the Project Agreement. Transfer, migration, export, or transition work may be billed at our then-current rate. Sections that by their nature should survive termination—including payment, intellectual property, confidentiality, disclaimers, liability, indemnity, and dispute provisions—will survive.

16. Warranties and Disclaimers

We warrant that we will perform the Services with reasonable care and skill consistent with generally accepted industry practices. If you notify us promptly of a material failure to meet this warranty, our obligation will be, at our option, to re-perform the affected Service or provide an appropriate credit, subject to the Project Agreement and applicable law.

Except for express warranties in a Project Agreement and warranties that cannot lawfully be excluded, the Website and Services are provided “as is” and “as available.” To the maximum extent permitted by law, we disclaim all other representations, conditions, and warranties, whether express, implied, statutory, or collateral, including merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free performance, and achievement of business results.

17. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, savings, business opportunity, goodwill, or data, arising from the Website, Services, or an agreement, even if advised that such loss was possible.

To the maximum extent permitted by law, Rayan Digital’s total aggregate liability arising from a specific project or Service will not exceed the fees actually paid to Rayan Digital for the affected project or Service during the six months immediately preceding the event giving rise to the claim. If the claim concerns a fixed-price project completed within that period, the cap will not exceed the fees paid for that project.

These limitations do not apply to fraud, wilful misconduct, gross negligence, breach of confidentiality, infringement or misappropriation of the other party’s intellectual property, payment obligations, indemnification obligations, or liability that cannot lawfully be limited or excluded.

18. Indemnification

You will defend, indemnify, and hold harmless Rayan Digital and its personnel from third-party claims, damages, liabilities, penalties, and reasonable costs (including legal fees) arising from: (a) materials, data, products, services, instructions, claims, or accounts supplied or controlled by you; (b) your breach of these Terms or a Project Agreement; (c) your violation of law, platform rules, privacy obligations, or third-party rights; or (d) your use or modification of a deliverable outside the agreed scope.

We will promptly notify you of an indemnified claim and provide reasonable cooperation at your expense. You may not settle a claim in a way that admits wrongdoing by us or imposes obligations on us without our written consent.

19. Force Majeure

Neither party will be liable for delay or failure caused by events beyond its reasonable control, including natural disasters, severe weather, fire, epidemic, labour disruption, war, civil unrest, government action, utility or Internet failure, cyberattack, or failure of a critical third-party platform. The affected party will use reasonable efforts to reduce the impact and resume performance.

20. Website Content and External Links

Website content is provided for general information and may be changed without notice. It is not legal, financial, tax, or other regulated professional advice. We do not warrant that Website content is complete, current, or error-free.

The Website may link to third-party websites or resources. Links do not imply endorsement, and we are not responsible for third-party content, availability, security, terms, or practices.

21. Governing Law and Disputes

These Terms and any dispute arising from them are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable there, without regard to conflict-of-law principles.

Before starting formal proceedings, the parties will use good-faith efforts to resolve a dispute through direct discussion. If the dispute is not resolved, the parties submit to the exclusive jurisdiction of the courts located in Vancouver, British Columbia, unless a Project Agreement states otherwise or applicable consumer law requires another forum.

Nothing in these Terms limits rights or remedies that cannot lawfully be waived under applicable consumer-protection or other laws.

22. General Terms

You may not assign an agreement without our prior written consent, except as part of a bona fide sale of substantially all of your business or assets, provided the assignee assumes the agreement. We may assign an agreement as part of a reorganization, financing, merger, sale, or transfer of our business.

The parties are independent contractors. Nothing creates a partnership, joint venture, employment, fiduciary, franchise, or agency relationship.

If any provision is found unenforceable, it will be limited or removed only to the minimum extent necessary, and the remaining provisions will continue in effect. A waiver must be in writing and applies only to the specific instance. Headings are for convenience only.

These Terms, the applicable Project Agreement, and documents incorporated by reference constitute the entire agreement concerning their subject matter and replace prior discussions or representations concerning that subject matter. Electronic approvals, signatures, and records may be used to form and evidence an agreement.

23. Changes to These Terms

We may update these Terms from time to time by posting a revised version and changing the “Last updated” date. Changes apply prospectively. Material changes to active Services will be communicated where required and will not override a signed Project Agreement unless agreed in writing.

24. Contact Us

Questions about these Terms may be sent to:

Rayan Digital Inc
Email: info@rayandigital.ca
Phone: (236) 838-8677
Website: www.rayandigital.ca
Mailing address: 175 14th St W North Vancouver, BC V7M 0E6 Canada