Terms of Service

Terms of Service

Digital Cheryl
Website: https://digitalcheryl.com
Effective Date: [Insert date]
Last Updated: [Insert date]

1. Agreement to These Terms

These Terms of Service (“Terms”) govern the use of the Digital Cheryl website and the services provided by Digital Cheryl (“Digital Cheryl,” “we,” “us,” or “our”).

Digital Cheryl provides website design and development, AI chatbot setup, AI integrations and widgets, AI workflow automation, consulting, and training services.

By accessing our website, engaging our services, or entering into a project or service agreement with us, you agree to these Terms to the extent applicable to your relationship with us.

If you enter into an individual written proposal, statement of work, service agreement, or other contract with Digital Cheryl, that agreement will govern the specific project or service. If there is a conflict between that agreement and these Terms, the individual agreement will take precedence for that conflict.

These Terms are intended primarily for business customers. They do not exclude or restrict any rights that cannot legally be excluded or restricted.

2. Eligibility

Our services are intended for businesses and individuals acting on behalf of businesses who are at least 18 years old and legally capable of entering into a binding agreement.

If you accept these Terms on behalf of a company or other organization, you confirm that you have authority to bind that organization.

Our services are currently intended for customers in Canada. We may decline or discontinue service where we cannot lawfully provide it.

3. Description of Services

Digital Cheryl may provide the following services:

Website design, development, and related technical services.

AI chatbot design, configuration, and implementation.

AI integrations, website widgets, and automation workflows.

Consulting, training, and related support services.

Ongoing website maintenance or other recurring services where agreed.

The specific scope, deliverables, schedule, fees, and responsibilities for each engagement will be described in a proposal, quotation, statement of work, service agreement, or other written confirmation.

Unless expressly agreed in writing, our services do not include unlimited revisions, ongoing maintenance, guaranteed business results, continuous monitoring, guaranteed uptime, or support outside the agreed scope.

We may recommend third-party software, hosting, AI tools, or other technologies as part of a project. Their availability, features, and terms may change independently of Digital Cheryl.

4. Project Scope and Client Cooperation

You agree to provide the information, content, access, approvals, and cooperation reasonably required for us to perform the agreed services.

You are responsible for:

Providing accurate and complete project information.

Ensuring that you have the rights and permissions needed for content, images, logos, documents, and other materials you supply.

Reviewing designs, functionality, and deliverables within a reasonable time.

Providing timely feedback and approvals.

Maintaining appropriate access credentials and authorizations for your systems.

Identifying any specific legal, regulatory, accessibility, security, or industry requirements that apply to your business.

Project timelines may be affected by delayed approvals, incomplete information, third-party dependencies, or changes requested after work begins.

If delays or changes materially affect the project, we may agree with you on a revised schedule, scope, or fee. We will not treat additional work as automatically approved merely because it is technically possible.

5. Fees, Invoices, and Payment

Fees will be set out in the applicable quotation, proposal, invoice, or written agreement.

Depending on the service, fees may include one-time project charges, recurring monthly service charges, consulting fees, or separately agreed expenses.

You agree to pay invoices according to the payment terms stated in the applicable agreement or invoice. Any deposit, milestone payment, subscription fee, or other payment obligation must be agreed before it becomes due.

Applicable taxes, including GST/HST where required, will be charged in accordance with applicable law.

Third-party expenses, including hosting, AI usage, API calls, domains, software licences, and other subscriptions, may be billed separately where disclosed or agreed.

If an invoice becomes overdue, we may provide written notice and a reasonable opportunity to resolve the issue. Subject to the applicable agreement and law, we may suspend affected services or pursue lawful collection remedies.

We will not impose undisclosed fees or interest charges. Any late-payment interest or administrative charge must be disclosed in advance and permitted by law.

6. Changes, Additional Work, and Cancellations

A request that materially changes the agreed scope, functionality, deliverables, or schedule may require a revised quotation or written change order.

We will explain material changes to the scope or fees before proceeding with additional chargeable work.

Project cancellations, deposits, refunds, and payments for work already performed will be handled according to the applicable written agreement and applicable law.

Where no specific refund term has been agreed, any refund request will be assessed based on the circumstances, the work performed, amounts paid, and applicable legal requirements.

Nothing in these Terms removes any refund, cancellation, or other right that the law requires us to provide.

7. Intellectual Property

7.1 Client Materials

You retain ownership of the content, data, trademarks, logos, documents, and other materials you provide to us, subject to any third-party rights.

You grant Digital Cheryl permission to use, reproduce, modify, and process those materials only as reasonably necessary to provide the agreed services, maintain the deliverables, and perform our contractual obligations.

You confirm that you have the necessary rights and permissions for the materials you provide.

7.2 Final Project Deliverables

Subject to full payment of all amounts due for the relevant project, Digital Cheryl will assign to you the rights it owns in the final deliverables specifically created for you under that project, unless the applicable written agreement states otherwise.

This provision applies only to rights that Digital Cheryl owns and is legally able to transfer.

Until full payment is received, ownership of the applicable deliverables remains with Digital Cheryl, to the extent permitted by law, and you may not treat unpaid deliverables as transferred to you.

7.3 Pre-Existing Materials and Reusable Tools

Digital Cheryl retains ownership of its pre-existing materials, tools, templates, frameworks, processes, know-how, generic code, and reusable components, including improvements that are not exclusively created as a client-specific deliverable.

Where these materials are incorporated into a paid deliverable, we grant you a non-exclusive, ongoing licence to use them as incorporated into that deliverable for its intended business purpose, subject to any applicable third-party licence terms.

This licence does not permit you to separately resell or distribute our underlying proprietary tools or templates as standalone products unless we agree otherwise in writing.

7.4 Third-Party Components and Open-Source Software

A deliverable may incorporate third-party software, open-source components, fonts, plugins, AI models, or other materials governed by separate licence terms.

Those components remain subject to their applicable licences and terms. We cannot transfer ownership or grant rights that we do not possess.

You agree to comply with applicable third-party licence terms when using the deliverables.

7.5 AI-Generated Materials

AI-generated content may not be unique, accurate, or eligible for copyright protection. Similar or identical content may be generated for other users.

We will transfer any rights we own in final AI-assisted deliverables as described in this section, subject to applicable law and third-party terms. We do not guarantee that every AI-generated element can be exclusively owned, registered, or protected by intellectual property law.

8. AI Services and Output Responsibility

AI systems can generate incorrect, incomplete, misleading, biased, or inappropriate content. Their behaviour may change as providers update models, services, or systems.

Unless a written agreement expressly provides otherwise:

AI-generated responses and recommendations are provided as assistance, not as a substitute for professional judgment.

You are responsible for reviewing and approving AI-generated content before publishing it, distributing it, or relying on it for business decisions.

You must verify material facts, citations, calculations, and other important information independently.

You must ensure that your use of AI-generated material complies with applicable laws, regulations, contractual obligations, and intellectual property rights.

Digital Cheryl does not guarantee that AI systems will produce a particular response, remain available without interruption, or meet every business requirement.

AI tools must not be relied on as the sole basis for high-impact decisions involving employment, credit, access to essential services, or similar matters without a separate assessment of legal requirements, risks, and safeguards.

If we agree in writing to particular testing, human review, or quality-control procedures, those commitments will apply to the scope specified in that agreement.

9. Third-Party Services and Dependencies

Our services may depend on third-party providers, including AI platforms, hosting companies, software vendors, payment processors, domain registrars, APIs, and other technology services.

Depending on the project, you may be required to create or maintain your own accounts, subscriptions, licences, or payment arrangements with those providers.

You acknowledge that third-party services may change their pricing, features, terms, usage limits, availability, or technical requirements. They may also suspend or discontinue services independently of Digital Cheryl.

We are not responsible for third-party actions or failures outside our reasonable control. However, this does not exclude responsibility for our own acts or omissions where required by law or expressly agreed in writing.

Where reasonably practicable, we will inform you of material third-party dependencies that affect the agreed service.

Unless expressly agreed, third-party fees are not included in Digital Cheryl's project or monthly service fees.

10. Acceptable Use

You agree to use our services lawfully and responsibly.

You must not use, or allow others to use, our services to:

Violate applicable laws, regulations, or third-party rights.

Commit fraud, impersonation, harassment, or other unlawful acts.

Create or distribute malicious software, phishing campaigns, or unauthorized access tools.

Interfere with the security, availability, or operation of websites, systems, or services.

Circumvent technical restrictions, authentication controls, or usage limits.

Upload or process personal, confidential, or sensitive information without the necessary authority, permissions, and safeguards.

Generate, distribute, or facilitate unlawful, deceptive, or harmful content.

Infringe copyright, trademarks, privacy rights, or other intellectual property rights.

Use AI services for consequential decisions about individuals without appropriate legal review and safeguards.

You must comply with any reasonable, service-specific usage limits and security instructions communicated to you.

We may investigate suspected misuse and take proportionate action where necessary to protect our clients, systems, providers, or other users.

11. Client Data, Confidentiality, and Privacy

Each party agrees to take reasonable steps to protect confidential information received from the other party and to use it only for the purposes of the business relationship.

Confidential information does not include information that is publicly available without breach, was lawfully known before disclosure, is independently developed, or is lawfully received from another source without a confidentiality obligation.

A party may disclose confidential information where required by law, provided it gives advance notice where legally permitted and reasonably practicable.

When Digital Cheryl processes personal information on your behalf, the parties will comply with applicable privacy laws and any relevant written data-processing or confidentiality agreement.

You are responsible for ensuring that you have the legal authority to provide client data to Digital Cheryl and to any third-party service required for your project.

You must not provide sensitive personal information unless the service is designed and agreed to process it and appropriate safeguards have been established.

Our Privacy Policy, available at https://digitalcheryl.com, describes our intended personal-information handling practices. Where required, the applicable project agreement or a separate data-processing agreement will govern additional privacy obligations.

12. Security and Access Credentials

Each party is responsible for maintaining reasonable security over its own accounts, devices, and access credentials.

You must promptly notify us if you suspect unauthorized access to credentials, accounts, or systems relevant to our services.

We will use reasonable safeguards appropriate to the services we agree to provide. No website, AI service, or online system can be guaranteed to be completely secure.

Unless included in a written agreement, Digital Cheryl does not undertake continuous security monitoring, penetration testing, incident-response services, or formal security certification.

13. Support, Maintenance, and Availability

Support, updates, maintenance, response times, and service levels will be provided only to the extent specified in the applicable project agreement or monthly service plan.

Unless expressly agreed in writing, we do not guarantee uninterrupted availability, specific response times, a particular uptime percentage, or immediate resolution of every technical issue.

Maintenance may be necessary to address bugs, security issues, software updates, provider changes, or compatibility problems.

We will use reasonable efforts to communicate material service interruptions or changes when appropriate and practicable.

14. Warranties and Disclaimers

We will perform agreed services with reasonable care and skill, subject to the applicable agreement and law.

Except for express commitments in a written agreement and warranties or conditions that cannot lawfully be excluded, our services and deliverables are provided without additional guarantees, including guarantees of uninterrupted availability, error-free operation, commercial success, increased revenue, specific search-engine rankings, or particular AI results.

Websites and AI integrations may depend on browsers, devices, software versions, APIs, and third-party services that we do not control.

Nothing in these Terms excludes or limits a warranty, condition, remedy, or other right that applicable law requires us to honour.

15. Suspension and Service Changes

We may suspend affected services where reasonably necessary to address a security threat, unlawful activity, material breach of these Terms, non-payment, or a third-party provider restriction.

Where practicable, we will provide notice and a reasonable opportunity to resolve the issue before suspending service. Immediate suspension may be necessary where delay would create a material security, legal, or operational risk.

We may update or modify our service methods, tools, and technologies as needed to maintain or improve the services, provided we do not disregard material commitments in an existing written agreement.

If a material change substantially affects an ongoing paid service, we will seek to agree on an appropriate adjustment or termination arrangement where required by the agreement or applicable law.

16. Term and Termination

These Terms apply while you use our services or maintain an active engagement with Digital Cheryl.

For ongoing monthly services, either party may terminate the arrangement with 30 days' written notice, unless the applicable written agreement specifies a different period.

A party may terminate an agreement for a material breach if the breach is not remedied within a reasonable period after written notice. Immediate termination may be permitted where the breach cannot reasonably be remedied, involves serious unlawful conduct, or creates an urgent security or legal risk.

Project agreements may contain separate completion, cancellation, and termination provisions.

Effects of Termination

When an engagement ends:

You must pay amounts properly due for services performed and approved expenses incurred under the agreement.

Digital Cheryl will cease providing the terminated services