Terms Of Service
Last updated on January 1st, 2026
AGREEMENT TO TERMS
These Terms of Service ("Terms") form a legally binding agreement between DEADCELL (BN 727445017). ("Company", "we", "us", "our") and you or the organization you represent ("Client", "you", "your"). By using our services, you agree to these Terms. If you do not agree, do not engage our services.
DEADCELL provides:
Design and development of applications across mobile, web, and desktop platforms.
Software engineering consultation and architectural guidance.
Modern web technology implementation and optimization.
Code reviews, audits, and refactoring.
Technical strategy and planning.
Training and knowledge transfer.
Specific deliverables, timelines, and acceptance criteria will be defined in a separate Statement of Work (SOW) or project agreement.
ENGAGEMENT TERMS
Proposals are valid for 30 days. No work begins until written acceptance by both parties. Any changes to project scope, schedule, or deliverables must be agreed upon in writing. The Client agrees to provide timely feedback, approvals, and access to necessary resources. Delays resulting from Client inaction may lead to schedule or cost adjustments.
FEES AND PAYMENT
Fees may be fixed, time-based, retainer-based, or hybrid, as defined in the SOW.
Invoices are issued upon milestone completion or at agreed intervals. The Client reimburses DEADCELL for approved expenses such as software licenses, and cloud costs. Expenses over $500 require prior approval.
INTELLECTUAL PROPERTY
Custom deliverables created specifically for the Client become the Client’s property upon full payment. Pre-existing frameworks, libraries, and tools remain DEADCELL’s intellectual property.
Third-party software and open-source components are subject to their respective licenses.
Feedback or suggestions provided by the Client may be used freely by DEADCELL without attribution.
CONFIDENTIALITY
Both parties must protect confidential information shared during the engagement.
This includes business processes, trade secrets, source code, and technical documentation.
Exceptions apply for information that is public, lawfully obtained from others, independently developed, or required by law to disclose.
Confidentiality obligations last for three years after termination, except for trade secrets, which remain protected indefinitely.
WARRANTIES AND DISCLAIMERS
DEADCELL warrants that its services will be performed professionally and that deliverables will meet agreed specifications.
This warranty lasts for 30 days after final delivery.
Beyond this, DEADCELL disclaims all other warranties including merchantability, fitness for purpose, and non-infringement.
We do not guarantee services will be error-free or uninterrupted.
LIMITATION OF LIABILITY
DEADCELL shall not be liable for lost profits, data loss, business interruption, or any indirect, special, or consequential damages.
Total liability for any claim shall not exceed the amount the Client paid in the previous 12 months or $10,000 USD, whichever is greater.
These limits do not apply to confidentiality breaches, indemnification obligations, or willful misconduct.
INDEMNIFICATION
The Client agrees to indemnify and hold DEADCELL harmless from any claims arising from Client data, misuse of deliverables, or violations of law.
DEADCELL will indemnify the Client against third-party claims that deliverables infringe intellectual property rights, provided the Client promptly notifies DEADCELL and allows full control of defense and settlement.
NO GUARANTEE OF RESULTS
DEADCELL provides professional expertise but cannot guarantee business outcomes such as revenue generation, market success, or user adoption. External factors beyond DEADCELL’s control may impact project outcomes.
SECURITY AND DATA PROTECTION
DEADCELL employs industry-standard security practices but cannot guarantee absolute security.
The Client is responsible for data backups and must not share sensitive personal or financial data unless explicitly agreed.
Where applicable under data protection laws, a Data Processing Agreement will be established.
TERM AND TERMINATION
The engagement continues through project completion unless terminated earlier.
Either party may terminate for convenience with 30 days’ written notice.
Either may terminate immediately for cause if the other materially breaches these Terms and fails to cure within 15 days.
Upon termination, the Client must pay for completed work and approved expenses.
REPRESENTATIONS
Both parties represent they have authority to enter into this agreement and will comply with applicable laws.
The Client warrants it owns or has rights to any content or data it provides and that its requests do not infringe third-party rights.
GOVERNING LAW AND DISPUTES
These Terms are governed by the laws of British Columbia, Canada.
Parties shall first attempt to resolve disputes through good-faith negotiation for 30 days before pursuing mediation, arbitration, or court action. Both parties consent to jurisdiction in British Columbia, Canada.
MISCELLANEOUS
These Terms and any SOW form the entire agreement between the parties.
Amendments require written agreement by both sides.
If any part is invalid, the remainder remains effective.
Failure to enforce any provision is not a waiver.
Client may not assign this agreement without DEADCELL’s consent.
DEADCELL acts as an independent contractor, not an employee or partner.
Notices must be in writing and may be sent by email or certified mail.
Neither party shall be liable for delays caused by events beyond reasonable control (force majeure).
CONTACT
DEADCELL (BN 727445017)
Email: [email protected]
Jeramie Davis
EFFECTIVE DATE AND UPDATES
These Terms are effective as of January 1, 2026.
DEADCELL may update these Terms at any time by posting changes on its website. Continued use of services after updates constitutes acceptance of the revised Terms.
© 2026 DEADCELL Inc. All Rights Reserved.
This document is informational only. Clients should seek independent legal review before engagement.