Skip to Content

 


Terms and Conditions1. Introduction and Contracting Entity2. Definitions3. Scope of Services4. Order of Precedence5. Fees, Currency and Payment6. Taxes and Withholding7. Third-Party Licences, Platforms and Odoo8. Client Responsibilities9. Client Materials and Warranties10. Retainer Services11. Revisions and Change Requests12. Delivery and Acceptance13. Advertising Spend and Platform Accounts14. Intellectual Property15. Portfolio and Publicity16. Warranty and Support17. Confidentiality18. Data Protection19. Term and Termination20. Limitation of Liability21. Protection of Personnel — No Personal Claims22. Non-Solicitation23. Subcontracting and Assignment24. Force Majeure25. Notices26. Governing Law and Jurisdiction27. Amendments and Version Control28. General29. Contact

Terms and Conditions

Soft G Co. Ltd — Technology, Design & Digital Marketing Services

Last updated: 14-09-2024

1. Introduction and Contracting Entity

These Terms and Conditions (the "Agreement") govern all services provided to the client ("Client", "you") by the Soft G group entity named on the applicable Quotation or Invoice (the "Company", "we", "us").

Depending on the engagement, the contracting entity is one of the following:

  • Soft G Co. Ltd, Triptolemou a10, Agiou Omologites, Nicosia, Cyprus. Reg. No. HE486343, VAT No. 60312001E — for clients in Cyprus, the European Union, the Middle East and all other territories not listed below.
  • Digital AI Academy, Ontario, Canada — for clients in Canada and the United States. Digital AI Academy — confirm the exact registered legal name and number]

The entity named on the Quotation is the sole contracting party. All claims, demands and proceedings of any kind must be brought against that entity alone. No other Soft G group entity, and no director, partner, shareholder, employee, freelancer or subcontractor, is a party to this Agreement or assumes any personal liability under it. See clause 21.

By accepting a Quotation, signing a proposal, issuing a purchase order, making payment, or otherwise instructing us to begin work, the Client accepts this Agreement.

2. Definitions

  • Quotation — the written offer describing services, deliverables, fees and duration.
  • Deliverable — any output produced for the Client, including designs, artwork, video, copy, source code, configurations and documentation.
  • Retainer Services — services supplied as a recurring monthly package.
  • Client Materials — any content, data, trademarks, images, text or account access supplied by the Client.
  • Working Files — editable source files, project files, layered documents, raw footage and development environments.

3. Scope of Services

The Company provides services across two service lines. The exact scope, deliverables, quantities and timelines for any engagement are defined in the Quotation.

3.1 Technology Services

  • Odoo implementation, configuration and custom module development
  • Integration with third-party systems and data migration
  • Website and web application development
  • Training, user support, maintenance and hosting where agreed

3.2 Creative and Digital Marketing Services

  • Brand identity, logo design and brand guidelines
  • Graphic design, print design and packaging design
  • Social media content design, photography and video/reel production
  • Content scheduling and publishing to Client-owned social media accounts
  • Setup, launch and management of paid advertising campaigns

Services not expressly listed in the Quotation are excluded. Nothing in marketing materials, conversations or presentations forms part of the agreed scope unless written into the Quotation.

4. Order of Precedence

Where documents conflict, the following order applies: (1) a signed written contract between the parties; (2) the Quotation; (3) these Terms and Conditions. Client purchase orders, standard supplier terms or procurement conditions do not apply and are expressly rejected, even if acknowledged or referenced in correspondence.

5. Fees, Currency and Payment

  • Fees are billed according to the model stated in the Quotation: fixed price, hourly rate, or recurring retainer.
  • Retainer fees are invoiced in advance and are due before the start of the service month.
  • Project fees follow the payment schedule in the Quotation. Where no schedule is stated, 50% is due on acceptance and 50% on delivery.
  • Invoices are payable within 15 days of the issue date unless the Quotation states otherwise.
  • The invoice currency is the currency stated on the Quotation. Where the Client pays in a different currency, the Client bears all conversion costs and any shortfall.
  • All bank charges, intermediary bank fees, correspondent charges and transfer costs are borne by the Client. The invoiced amount must be received in full in the Company's account.
  • Overdue amounts accrue interest at 1.5% per month, or the maximum permitted by applicable law if lower.
  • Where payment is more than 10 days overdue, the Company may suspend all services, publishing and account access without notice and without liability. Suspension does not reduce or pause fees.
  • Fees are non-refundable once the service month has begun or the work has commenced.

6. Taxes and Withholding

  • All fees are exclusive of VAT, sales tax, GST/HST and any other applicable tax, which is added where required by law.
  • Where the Client is required by law to deduct or withhold any tax from a payment, the Client shall increase the payment so that the Company receives the full invoiced amount after the deduction.
  • The Client shall provide official withholding tax certificates on request.
  • Each party is responsible for its own taxes in its own jurisdiction.

7. Third-Party Licences, Platforms and Odoo

  • Odoo Enterprise licences are supplied by Odoo S.A. or through the Company as reseller. Licence fees are separate from service fees unless expressly stated.
  • Fonts, stock photography, stock video, music, plugins, hosting and advertising platforms are subject to their own licences and terms. Unless the Quotation states otherwise, the Client is responsible for purchasing and maintaining these licences in its own name.
  • The Company is not responsible for the availability, pricing changes, policy changes or discontinuation of any third-party platform or service.

8. Client Responsibilities

The Client shall:

  • Appoint a single named point of contact authorised to give approvals
  • Provide accurate requirements, brand assets and content on time
  • Provide timely feedback and approvals within the periods set out in this Agreement
  • Provide access to systems, accounts, data and infrastructure when required
  • Fund advertising budgets directly with the relevant platform

Delays caused by the Client do not extend the service month, do not entitle the Client to a refund or credit, and may affect timelines and cost.

9. Client Materials and Warranties

  • The Client warrants that it owns, or holds all necessary rights and licences to, every item of Client Materials supplied to the Company, including photographs, video, music, logos, trademarks and text.
  • The Client warrants that Client Materials do not infringe any third-party right and do not breach any applicable law, advertising regulation or platform policy.
  • The Client indemnifies and holds harmless the Company, its group entities and its directors, partners, employees, freelancers and subcontractors against all claims, losses, damages, fines, penalties and legal costs arising from Client Materials, from the Client's instructions, or from the publication of content the Client approved.
  • The Company may refuse to produce or publish any content it reasonably considers unlawful, infringing, misleading, or in breach of platform policy.

10. Retainer Services

Where the Quotation describes a recurring monthly package:

  • The package quantities are the maximum for that month. Unused deliverables do not roll over to a following month and carry no cash value.
  • The content plan for each month must be agreed by the Client no later than five (5) working days before the month begins. If the Client does not respond, the Company may proceed on the basis of the plan it has proposed.
  • Client Materials required for a month's content must be supplied by the same deadline. Content that cannot be produced because Client Materials were late is deemed delivered and is not carried forward.
  • The retainer renews automatically each month until terminated under clause 19.
  • Requests outside the agreed package are quoted separately as additional work.

11. Revisions and Change Requests

  • Each Deliverable includes the number of revision rounds stated in the Quotation. Where none is stated, two (2) rounds apply.
  • A revision round means one consolidated set of comments from the Client's named contact. Sequential or contradictory comments from multiple people count as separate rounds.
  • Revisions must be within the originally approved concept and direction. A change of direction, a new concept, or a change to approved work is a Change Request.
  • Additional revisions and Change Requests are chargeable at the Company's then-current rates and may affect delivery dates. Work begins only after written approval.

12. Delivery and Acceptance

  • For Technology Services, the Client has fourteen (14) days from delivery to accept or request changes. If no feedback is received, the Deliverable is deemed accepted.
  • For Creative and Digital Marketing Deliverables, the Client has three (3) working days. If no feedback is received, the Deliverable is deemed approved and may be published.
  • Deliverables are supplied in the final formats stated in the Quotation.

13. Advertising Spend and Platform Accounts

  • Advertising spend is not included in any fee unless the Quotation expressly states otherwise. The Client pays advertising platforms directly using its own payment method.
  • All advertising accounts, business manager accounts, pages and profiles remain the property of the Client. The Company acts only as an authorised user or agency partner.
  • The Client is responsible for all advertising spend incurred on its accounts, including spend arising from campaigns set up at the Client's instruction.
  • No results are guaranteed. Reach, engagement, impressions, leads, conversions, sales and ranking depend on factors outside the Company's control, including platform algorithms, auction dynamics, market conditions and Client Materials. Any figures discussed are estimates, not commitments.
  • The Company is not liable for the suspension, restriction, banning or loss of any Client account, page, profile or advertisement by a platform, nor for any resulting loss of data, followers or revenue.
  • Where the Company advances any advertising spend on the Client's behalf, it does so at its sole discretion, and the amount is reimbursed on the next invoice.

14. Intellectual Property

  • Upon receipt of full payment for the relevant Deliverable, the Client owns the final Deliverables created specifically for it — including final artwork, final custom modules and final approved designs.
  • Until full payment is received, all rights remain with the Company, and any use of the Deliverables by the Client is unlicensed.
  • The Company retains ownership of: reusable components, frameworks, generic modules, templates, know-how, methodologies, and all concepts, drafts and designs that were not selected or not paid for. Unselected concepts may be reused for other clients.
  • Working Files are not included in the transfer and remain the property of the Company. They may be supplied under a separate written agreement and fee.
  • Third-party assets embedded in a Deliverable (fonts, stock media, plugins, modules) remain under their own licences and are not transferred.
  • The Company retains the moral right to be identified as the author of creative works.

15. Portfolio and Publicity

  • The Client grants the Company a perpetual, worldwide, royalty-free right to reproduce, display and describe the work produced for the Client — including the Client's name and logo — in the Company's portfolio, website, social media accounts, case studies, award submissions and sales materials.
  • This right does not extend to confidential information, unpublished commercial data, or work the Client has identified in writing as confidential before it is produced.
  • The Client may withdraw this right by written notice, effective for future publications only. Digital AI Academy — remove this bullet if you prefer the right to be irrevocable]

16. Warranty and Support

  • Custom development carries a 30-day warranty covering defects in the delivered code.
  • The warranty does not cover changed requirements, third-party module or platform issues, misuse, or unauthorised modification.
  • Creative Deliverables are warranted only to match the approved specification. Once a Deliverable is approved and published, corrections are chargeable.
  • Ongoing support requires a separate maintenance or retainer agreement.
  • Except as stated here, services are provided without warranties of any kind, express or implied, to the fullest extent permitted by law.

17. Confidentiality

Each party shall keep confidential all non-public business, technical, financial and strategic information received from the other, and use it only for the purposes of this Agreement. This obligation survives termination for three (3) years. It does not apply to information that is public, independently developed, or required to be disclosed by law.

18. Data Protection

  • The Company processes personal data in accordance with applicable data protection law, including the EU/Cyprus GDPR where it applies.
  • Where the Company processes personal data on the Client's behalf, it acts as processor and the Client as controller. Processing is carried out only on the Client's documented instructions.
  • The Client is responsible for the lawful basis of any personal data it supplies or asks the Company to process, including customer lists used for advertising audiences.
  • The Client acknowledges that data may be processed in Cyprus, Jordan and Canada, and by approved sub-processors and platform providers.

19. Term and Termination

  • Retainer Services continue month to month. Either party may terminate by giving thirty (30) days written notice, which takes effect at the end of the month in which the notice period expires. Fees for the notice period remain payable in full.
  • Project engagements may be terminated by written notice; all work completed or in progress at the date of termination is payable.
  • The Company may terminate or suspend immediately if payment is overdue by more than 30 days, if the Client breaches this Agreement materially, or if the Client requires work that is unlawful or in breach of platform policy.
  • On termination: all outstanding amounts fall due immediately; the Company revokes its access to Client accounts; the Client's rights to unpaid Deliverables cease.

20. Limitation of Liability

  • The Company is not liable for indirect, incidental, special or consequential loss, including loss of profit, revenue, goodwill, data, followers or business interruption.
  • The Company's total aggregate liability under this Agreement shall not exceed the fees actually paid by the Client in the three (3) months preceding the event giving rise to the claim.
  • Advertising spend is not a fee paid to the Company and is excluded from any liability calculation.
  • Nothing in this Agreement limits liability for fraud, wilful misconduct, or any liability that cannot be limited by law.
  • Any claim must be brought within twelve (12) months of the event giving rise to it.

21. Protection of Personnel — No Personal Claims

  • Services are performed by the Company. Its directors, partners, shareholders, employees, freelancers and subcontractors ("Personnel") act solely on the Company's behalf and in the course of their engagement with it.
  • The Client shall not bring any claim, demand, complaint or proceeding against any of the Personnel personally in connection with the services, this Agreement, or any Deliverable. Any such claim must be brought against the Company alone.
  • Every exclusion, limitation, cap, time bar and defence available to the Company under this Agreement applies equally to the Personnel, who may rely on and enforce them as if named in this Agreement.
  • The Client waives all rights of recourse against the Personnel to the fullest extent permitted by law, and indemnifies them against any claim brought in breach of this clause, including legal costs.
  • Prior employment, engagement or personal dealings between the Client and any of the Personnel are separate from this Agreement and create no rights or obligations under it. No Personnel of the Company is or becomes an employee, agent or representative of the Client by performing services under this Agreement.
  • Nothing in this clause excludes liability for fraud, wilful misconduct, or any liability that cannot lawfully be excluded.

22. Non-Solicitation

During the engagement and for twelve (12) months afterwards, the Client shall not directly or indirectly solicit for employment, engage or contract any employee, partner, contractor or freelancer introduced by the Company, other than through a general public recruitment campaign. Breach entitles the Company to a fee equal to six (6) months of that person's compensation. Digital AI Academy — confirm you want this and the 12-month period]

23. Subcontracting and Assignment

The Company may use subcontractors, freelancers and other Soft G group entities to deliver services, and remains responsible for their work. The Client may not assign this Agreement without the Company's written consent.

24. Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, civil unrest, epidemics, strikes, government action, sanctions, currency or banking restrictions, internet or platform outages, and power failures. Payment obligations for services already delivered are not excused.

25. Notices

Notices must be in writing and sent to the email address on the Quotation, or to accounts@softg.dev for the Company. Email notices are deemed received on the next working day. Messages sent by instant messaging do not constitute formal notice.

26. Governing Law and Jurisdiction

  • Where Soft G Co. Ltd is the contracting entity, this Agreement is governed by the laws of the Republic of Cyprus, and the courts of Nicosia, Cyprus have exclusive jurisdiction.
  • Where Digital AI Academy is the contracting entity, this Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada, and the courts of Ontario have exclusive jurisdiction.
  • The governing law follows the contracting entity named on the Quotation, regardless of the Client's own location.
  • The United Nations Convention on Contracts for the International Sale of Goods does not apply.
  • Before commencing proceedings, the parties shall attempt to resolve the dispute in good faith for thirty (30) days. Nothing prevents either party from seeking urgent injunctive relief or from pursuing unpaid invoices in any competent court, including the courts where the Client is located.

27. Amendments and Version Control

  • The Company may amend, replace or withdraw these Terms at any time, at its sole discretion and without prior notice to the Client.
  • Amendments take effect immediately upon publication at softg.dev/terms. Publication is the only notice required. The Company is not obliged to notify the Client individually or to highlight what has changed.
  • The version published at softg.dev/terms is the only version in force. Every previous version is superseded and ceases to have effect from the moment the new version is published, and no superseded version may be relied on in respect of services performed after that moment.
  • The Client is responsible for reviewing the published Terms. Continuing to instruct the Company, to accept Deliverables, or to receive Retainer Services after publication constitutes acceptance of the current version.
  • If the Client does not accept an amendment, its sole remedy is to terminate under clause 19. Fees already invoiced or accrued remain payable.
  • Amendments apply to services performed after publication. Rights and obligations that have already accrued — in particular payment obligations and ownership of Deliverables already paid for — are not affected.

28. General

This Agreement, together with the Quotation and any signed contract, is the entire agreement between the parties and supersedes all prior discussions. If any provision is found unenforceable, the remainder continues in force. Failure to enforce a right is not a waiver of it. The parties are independent contractors; nothing creates a partnership, joint venture or employment relationship. Clauses 9, 14, 15, 17, 18, 20, 21, 22 and 26 survive termination.

29. Contact

Soft G Co. Ltd

Triptolemou a10, Agiou Omologites, Nicosia, Cyprus

Reg. No. HE486343 · VAT No. 60312001E

General: info@softg.dev · Accounts: accounts@softg.dev · Design: design@softg.dev

Jordan +962 778 151 155 · Cyprus +357 966 996 49 · Canada +1 (226) 505-5904

By engaging Soft G services, the Client acknowledges that it has read, understood and agreed to these Terms and Conditions.