Terms of Service

These terms apply between you (the visitor or client, “you”) and Dan Lopatnov, an independent software developer based in Canada (“I”, “me”). By using this website or by accepting a written proposal you agree to them. If you accept on behalf of a company, you confirm you have the authority to bind it. A written proposal that says something different from these terms wins for that project only.

The website is provided for information. The demos are self-contained copies of products I have built, running on this site with sample data; some real products belong to clients. Nothing you enter into a demo is stored, sent or processed anywhere, and no booking, payment or account is created. Prices, ranges and the estimator on this site are starting points only — a project price is binding only once it is confirmed in writing.

Before any work starts you receive a written proposal describing what will be built (the “scope”), the fixed price, the timeline and what you need to provide (texts, images, access, decisions). The proposal becomes binding when you accept it in writing (email is fine) or pay the deposit. Anything not listed in the scope is not included. Changes you request later are welcome; if they add work I tell you the price and time impact first, and they are done only after you approve in writing.

All prices are in Canadian dollars (CAD). Unless the proposal says otherwise, fixed-price projects are paid 40% up front (the deposit — work starts once it is received) and 60% on delivery, before the final files, accounts and domain are handed over or the site is switched to your domain. Care plans are billed monthly in advance; hourly work is billed monthly in arrears. Invoices are due within 14 days.

All payments are processed by Stripe, Inc. through its hosted checkout and invoice pages. I never see or store your card or bank details; Stripe's own terms and privacy policy govern the payment itself. Applicable sales taxes (GST/HST/QST or others) are added to invoices where required by law. Amounts unpaid 14 days after the due date accrue interest at 2% per month (26.8% per year) and I may pause work, hosting or access until the account is settled. Deposits are non-refundable except as set out in section 16.

You provide, on time, the content, feedback, decisions, credentials and approvals needed to keep the project moving. You confirm you own or have the right to use any material you give me (text, images, logos, data, fonts, code) and that it does not infringe anyone's rights or break any law. You are responsible for the accuracy of your content and for how the finished product is used, including compliance with the laws that apply to your business (consumer, privacy, tax, accessibility, industry rules).

The timeline in the proposal assumes you respond to questions and review requests within 3 business days and deliver content on the agreed dates. Delays on your side move the delivery date by at least the same amount and, if a project is paused for more than 30 days waiting on you, I may invoice the work completed so far and re-schedule the remainder when you are ready. Dates are estimates made in good faith; time is not of the essence unless the proposal says so.

When a stage or the whole project is delivered you have 7 days to review it and report anything that does not match the scope. Work is deemed accepted when you confirm it, when you put it into live use, or 7 days after delivery if I have heard nothing — whichever comes first. Acceptance triggers the final payment.

Two rounds of revisions are included at each stage (design, build, final). A round is a consolidated list of changes to work already delivered within the scope. New features, new pages, new content or a change of direction are scope changes under section 3, not revisions.

When the final invoice is paid, you own the deliverables: the source code written specifically for you, the design, your content, the domain and every account created for the project. Until then I retain ownership and grant you a licence to use the work for review only. Open-source libraries stay under their own licences; stock assets stay under the licence they were bought with. I keep the right to reuse general techniques, know-how and non-identifying building blocks (components, utilities, configurations) in other work, and to show the finished project (name, screenshots, a working demo) in my portfolio unless you ask me in writing not to.

Projects run on third-party services (hosting, databases, payment processors, email, scheduling, AI and domain providers). Their terms, pricing, availability and data handling are theirs, not mine; I choose them carefully and explain their running costs, but I cannot guarantee them, and price changes or outages on their side are not a breach by me. Wherever possible accounts are created in your name so you are never locked in; you are responsible for keeping those accounts and any keys or passwords secure and for paying the providers directly unless we agree otherwise.

Bugs in the agreed scope that appear within 30 days of launch are fixed free of charge, provided the code has not been changed by anyone else. After that, fixes, updates, security patches and changes are covered by a care plan or billed hourly. Software is never perfect: apart from that 30-day promise, the work is provided “as is” and I make no warranty that it will be error-free, uninterrupted, compatible with future browsers, devices or third-party changes, or that it will produce any particular business result (traffic, rankings, sales, savings).

To the fullest extent permitted by law, my total liability for any claim arising from a project, a care plan or this website — in contract, tort (including negligence) or otherwise — is limited to the amount you paid me for that project or plan in the 12 months before the claim. I am not liable for indirect or consequential losses such as lost profits, lost revenue, lost data, business interruption, reputational harm, or the cost of substitute services, even if I was told they were possible. Nothing here limits liability that cannot be limited by law, such as for fraud or wilful misconduct.

You will defend and compensate me for any claim, loss or cost (including reasonable legal fees) that arises from content or material you supplied, from your use of the deliverables, from your breach of these terms, or from your business's non-compliance with applicable law.

Each of us keeps the other's non-public information (business plans, customer data, credentials, source code, pricing) confidential and uses it only for the project, during the project and for 3 years after. This does not cover information that is public, already known, independently developed, or that must be disclosed by law. Where I process personal data on your behalf I do so only on your instructions and delete it when the work is done, unless you ask me to keep it under a care plan.

Care plans are monthly, billed in advance through Stripe, and either of us can cancel with 30 days' written notice; unused months are not refunded. Included hours do not roll over. Plans cover the items listed on the pricing page; emergencies outside business hours, redesigns and new features are quoted separately. If a plan is cancelled I hand over every credential and explain what needs to be renewed and when.

Either of us can end a project with written notice. You pay for the work completed up to that point (pro rata against the fixed price and stages, or at my hourly rate if that is higher for the work done), and you receive everything produced so far once that is paid. Deposits are applied against that amount and are otherwise not refunded. I may end a project immediately if an invoice is more than 30 days overdue, if you ask me to do something unlawful, or if abusive behaviour makes the work impossible. If I cancel for reasons other than these, I refund any part of the deposit not yet earned.

Neither of us is liable for delay or failure caused by events beyond reasonable control (illness, natural events, power or internet outages, third-party service failures, strikes, government action). The affected party tells the other promptly and the timeline is extended accordingly.

These terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. If we disagree we first try, in good faith, to sort it out by talking for at least 30 days; if that fails, the courts of Ontario have exclusive jurisdiction, and you agree to their venue. If you are a consumer, mandatory protections of your local law still apply.

The proposal, these terms and the privacy policy are the entire agreement between us and replace earlier discussions. I may use trusted subcontractors but stay responsible for their work. If a part of these terms is found unenforceable, the rest still applies. Neither of us waives a right by not enforcing it once. You may not assign the agreement without my written consent; I may assign it to a successor of my business. Notices are given by email to the addresses used for the project. Section headings are for convenience only.

I may update these terms; the date at the top tells you when, and the version in force when you accepted a proposal governs that project. Questions: danlopatnov@gmail.com or the contact page.