How projects run

These terms apply to every statement of work (“SOW”) under our master services agreement. A SOW is usually the quote you accept. It sets out one project or service: the scope, the deliverables, the milestones and their weights, the price, the currency, the dates, the assumptions, any third-party costs, and any support plan or hosting.

The scope is what the SOW says, not what an estimate said.

The percentages and days below are the ones in force on this version's date. Your SOW shows the payment schedule worked out from the figures in force when it was signed, and that schedule is what you pay, even if these figures change later.

An estimate from our estimator is not a quote (see the estimate terms). After we talk through the details, we send a quote. It is valid until the date printed on it.

A quote becomes binding when every person your organisation names to sign it, and we, have signed it, electronically as our master services agreement describes. You sign the master services agreement once; each later project needs only its own quote and SOW. Once a project's documents are fully signed, we issue the deposit invoice. The versions of these terms and of the master services agreement in force on the day you accept apply to that project for its whole life, unless we both agree in writing to move it to a later version.

The people you name then join the client portal, where the project, its milestones, files, approvals, messages and invoices live. Only the people your organisation authorises to approve there (“approvers”) can sign off work and approve changes. Others can see the project, write in its thread and add files. Invoices go to the people your organisation names for billing.

A deposit is due before work starts. Its share depends on the project's price before tax, third-party costs and changes:

For a project billed in US dollars, the price is measured against these bands in Canadian dollars at the project's locked exchange rate. We start once the deposit is paid. If it is paid later than planned, the dates move by as much.

What is left after the deposit and the holdback is split across the project's milestones by their weights, to the cent, so the schedule adds up exactly to the price. Each kind of project has its own milestones, and a project of several kinds merges them, with one launch at the end. Your SOW lists each milestone and its amount.

A milestone is invoiced when it is accepted, as the next clause describes. Its invoice is due in 7 days.

When a milestone is finished on our side, we ask your approvers in the client portal to sign it off. An approver can approve it, or ask for changes with a note saying where it does not meet the agreed scope. Asking for changes puts the milestone back in progress. We fix it and ask again, and a new sign-off period starts.

If no approver answers within 5 business days of our asking, the milestone is deemed accepted and its invoice is raised. The portal shows the exact date and time by which to answer. The record says whether a milestone was approved or deemed accepted, so which happened is never in doubt.

Business days are Monday to Friday in Vancouver time, not counting British Columbia statutory holidays and our company closure days, such as Boxing Day.

Only milestones can be deemed accepted. A design or a change always waits for an approver's answer.

Accepting a milestone does not take away the warranty: a defect found later is still fixed under it.

Every request and answer is recorded with who acted, when, and a fixed copy of what was in front of them. That record is kept for seven years after the project closes, as the record of what was agreed.

Anything outside the agreed scope is a change. If something you ask for is a change, we tell you before doing it.

We price each change in the client portal: what changes, the price, and the effect on the dates in days. An approver approves it or does not. Nothing is built on a change before it is approved.

When a change is approved, 50% of its price is invoiced at once and is due before work on it starts. The other 50% is added to the milestone it lands in, and paid with that milestone. Its days move the dates.

Each SOW commits to a delivery date, which is the high end of our estimated range. The plan includes 5 business days of sign-off for each milestone.

When the plan waits on you (information, content, access, decisions, a third party you chose) or on a pause, the dates that depend on it move by the length of the wait.

10% of the price is held back. We record the day the project goes live. For 30 days from that day you can report defects in the client portal, and we fix them at no charge.

A defect is a way the work fails to do what its accepted scope says. Something new you would like is a change.

The holdback is invoiced once the 30 days have run and no reported defect is still open. Its invoice is due in 7 days.

Hardware, GPU time, outside audits, licences and other third-party costs are billed up front, on their own invoices, outside the milestones.

Third-party costs are passed on at cost. Hardware is billed at cost plus a 15% handling margin, and can be paid by any of the ways to pay, with no card surcharge. Hardware prices change, so the price is confirmed before we order.

Installation by a local contractor, where a project needs it, is quoted separately after a site visit and is not part of our price.

We send one reminder when an invoice is overdue. At 14 days past due the project is paused. While it is paused nothing new is invoiced: a milestone accepted in the meantime, a change's first half, a retainer month and the holdback are all invoiced when the pause ends.

When everything overdue is paid, the work starts again and every later date, the holdback's included, moves by the length of the pause.

Overdue amounts carry interest at 1.5% per month (18% per year), counted by the day, and invoiced on their own.

Support plans and retainers are billed monthly in advance, on the 1st of each month, for at least 3 months. Hours not used in a month do not carry into the next. Your SOW states the plan's hours each month and its first-response time.

A dedicated team is billed monthly in advance.

After the minimum, a plan, retainer or team runs month to month. Either of us can end it at the end of a month by giving the other 30 days' written notice.

Projects are priced in Canadian dollars. A client billed in the United States may choose US dollars, so it can pay by ACH. The exchange rate is then locked when the SOW is signed, and the price, the schedule, the holdback and any interest are all in US dollars at that rate.

Either of us can end a SOW with 30 days' written notice. What you pay, and how the deposit is applied, is set out in the master services agreement under term and ending.

The laws of British Columbia, Canada, and the federal laws of Canada that apply there, govern this document. Disputes are heard by the courts of British Columbia, Canada.

These terms are published in English and in French. Both versions are equally authoritative.