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Terms of Service

Updated on October 15, 2026

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1. Acceptance of Terms

By accessing or using digicatalyst.ca and the services provided by Kaustubh Ghodke o/a DigiCatalyst Systems ("I," "me," or "DigiCatalyst Systems"), you agree to these Terms of Service ("Terms"). If you do not agree, please do not use the site or services.

2. Geographic Restrictions and Eligibility

The site and services are intended for individuals and businesses located in Canada (excluding the province of Quebec) and the United States. I make no representation that the site or services are appropriate, legal, or available for use elsewhere, including the European Union, the United Kingdom, or the province of Quebec. If you access the site from outside the permitted areas, you do so at your own initiative and are solely responsible for compliance with local laws. I reserve the right to refuse service or terminate accounts for users outside the permitted jurisdictions.

3. Description of Services

DigiCatalyst Systems provides one productized service, plus a paid audit that can be bought on its own.

  • Website Design & SEO ($2,750 one-time + care from $99/mo): a fixed-price 5-page website build delivered in 10 business days from the day your content arrives (in these Terms, a business day is Monday to Friday, excluding Ontario public holidays), followed by an optional monthly care plan (Care Lite $99/mo, Care Standard $179/mo, Care Pro $299/mo) covering hosting, maintenance, a monthly allowance of content edits, and ongoing search work. Pages beyond the five are $250 per additional page and extend the delivery schedule. Custom scopes are quoted separately.
  • Site audit ($49 one-time): a paid review of an existing site, compared on a mobile screen with three nearby competitors, delivered as a written report that lists fixes in order of priority. Paid in full at checkout, and credited toward any build booked within 30 days of paying for the audit (the tax on it is not), as set out in §7.

Each engagement is governed either by a signed Master Services Agreement (MSA) and per-product Statement of Work (SOW), or by the productized package terms posted on the relevant service page (digicatalyst.ca/services/<slug>) at the time of purchase. Each SOW or productized package defines deliverables, timelines, pricing, acceptance criteria, and refund terms specific to that engagement.

4. User Responsibilities and Acceptable Use

When using the site or interacting with me, you agree not to:

  • Use the services for unlawful, fraudulent, or malicious purposes.
  • Attempt to reverse-engineer, decompile, or hack the site, the deliverables, or the underlying infrastructure.
  • Submit false or misleading information through any form, email, or booking flow.
  • Use the email or booking interfaces to transmit spam, malware, or abusive content.

5. Third-Party Dependencies and AI-Assisted Production

Building and running your site depends on platforms I do not own: Cloudflare for hosting and delivery, Cal.com for booking, Zoho Mail for email, Google for Google Business Profile, Zoho Books for invoicing, and Stripe for card payments. By using the services, you acknowledge:

  • Third-party uptime: the services depend on third-party infrastructure I do not own. I am not liable for service interruptions, latency, or policy changes from those providers, though I will work in good faith to mitigate them when they happen.
  • AI-assisted production: I may use AI-assisted tools while drafting or editing copy, code, and images for your site. Everything delivered to you is reviewed by me before it ships, and it is licensed to you under §6 like any other deliverable.
  • Published content and intellectual property: drafted text can resemble material published elsewhere. You are responsible for confirming that content you supply, approve, or publish on your site does not infringe a third party's intellectual property. What I owe you on the deliverables I produce is set out in the IP-infringement indemnification in §11.

6. Intellectual Property

  • My IP: the page templates, component library, build tooling, checklists, and pre-existing software components I bring to your engagement remain my intellectual property.
  • Your IP: you retain full ownership of your brand assets, customer data, and any content you provide.
  • License: upon full payment of setup fees and any applicable monthly fees, I grant you a non-exclusive, non-transferable license to use the deliverables produced for your business, as documented in your Statement of Work.
  • Website source files: for website builds specifically, the full source code repository is handed over at launch and is yours to keep, modify, and host elsewhere.
  • Service exit: the site is yours. On termination, and at your request, DigiCatalyst Systems will (a) hand over the source code repository and design files, (b) transfer hosting and, where the domain was registered through DigiCatalyst Systems, the domain into an account you own, (c) hand over Cal.com, contact form, and other integration configuration, and (d) return or delete the copies of your site data and backups DigiCatalyst Systems holds, as set out in §14. The handover window is in §10. Registrar or platform transfer charges, where a provider levies them, are passed through at cost.
  • Feedback: suggestions you provide for product improvements may be used by DigiCatalyst Systems to refine the productized service without additional compensation. DigiCatalyst Systems will not identify you as the source of any feedback in marketing materials without your prior consent.

7. Payment and Subscription Terms

  • Currency: all prices on the site and in agreements are in Canadian Dollars (CAD) unless explicitly noted otherwise.
  • Taxes: Ontario HST (13%) is added on top of listed prices for Ontario clients (BN 779120153 RT0001). Out-of-Ontario Canadian clients are charged your provincial sales tax where applicable. US clients are responsible for any state or local sales/use tax in their own jurisdiction; no Canadian tax is charged on services consumed outside Canada.
  • Site audit fee: the standalone audit is $49 CAD one-time, plus tax, paid in full at checkout before the work starts. If you book a build within 30 days after the day you pay, the $49 fee, before tax, is credited against the first invoice for that build. A build is booked on the date you sign its Statement of Work, accept its written proposal, or buy the productized package, whichever is earliest. A build booked after that period receives no credit. If the report does not reach you within three business days of payment, or if I cannot read your site well enough to write it, you get back the full amount you paid, tax included. Apart from those two cases, the audit fee is not separately refundable, because the report is the deliverable, and it is yours once delivered.
  • Website Design fees, cancellation, and guarantee: the productized build is $2,750 CAD one-time, plus your chosen care plan (Care Lite $99/mo, Care Standard $179/mo, Care Pro $299/mo) billed monthly from launch day; custom builds are quoted per scope. The build fee may be paid in full at kickoff, in three equal installments, or on a milestone schedule of 25% at kickoff, 25% at design approval, and 50% at launch. The total is the same under every option. Included edit minutes are per calendar month and do not carry over. Work beyond the included minutes is billed at $120/hr in 30-minute increments, quoted and approved before it starts. Pages beyond the five in the productized scope are $250 per additional page and extend the delivery schedule. Three separate protections apply at three different stages of the engagement:
    • Before kickoff. Cancel before the kickoff call and any deposit is refunded in full, less a $250 CAD administrative fee. This administrative fee is a distinct instrument from the $250 per additional page charge in the paragraph above, and from the 25% retention in (b) below; the three are not the same charge and do not stack.
    • After kickoff, if content is not supplied. You have 5 business days from kickoff to supply the content required to build your site. If it has not arrived by then, the project moves to hold without further notice and your delivery slot is released, and the project is re-queued to the next available slot when your content arrives. The re-queued timeline is not compressed to recover time spent on hold, and if the hold has lasted more than 30 days, a $150 CAD reactivation fee applies to restart the project. If the project remains on hold for more than 45 days in total, I may close the engagement by written notice. On closure, 25% of the project fee, meaning the build fee plus any extra pages or other add-ons bought with it, is retained. That amount is a genuine pre-estimate of the cost of the capacity reserved and the work done to start your project, and not a penalty. Retention is capped at the amount you have actually paid, no further installments become due, and anything paid above the retained 25% is refunded to you within 14 days of closure.
    • For 30 days after launch. If you are not satisfied, tell me within 30 days of launch and I will hand over every artifact at no additional cost: source code, design files, content, hosting credentials, domain, and any third-party integrations set up during the build. The build fee is not refundable, because it covers design, build, content integration, and launch that have already been delivered; the guarantee is the artifacts handover, not a cash refund. If you are paying by installment, the remaining installments stay due on their original schedule, since the site has been delivered to you.
    Your care plan is separate from all of the above and may be canceled at any time under §10.
  • Website Design revisions: the productized build includes two rounds of revisions: one on the mockups and one on the live build. A "round" is a single consolidated set of change requests delivered in one response. Requests that arrive after a round has been actioned begin the next round rather than extending the one already spent. A third round, and any round after it, is billable at $120/hr, quoted and approved before the work starts.
  • Care plan fees and term: care plans (Care Lite $99/mo, Care Standard $179/mo, Care Pro $299/mo) are billed monthly in advance, starting the day your site goes live, and renew automatically at the start of each billing month until you cancel. A care plan runs month to month: there is no minimum term, no annual prepay, and no cancellation fee. Cancellation and the handover that follows it are set out in §10. A change to your care-plan price is a material change under §12 and carries 30 days' advance written notice.
  • Late payments: if an invoice is more than 14 days overdue, I may, on written notice, suspend the services and withhold delivery until it is paid in full. Any timeline extends by the length of the suspension plus a reasonable restart period. Past-due balances accrue interest at 1.5% per month, equivalent to 19.56% per annum, compounded monthly, or the maximum rate permitted by applicable law, whichever is lower.

8. Disclaimer of Warranties

The site and services are provided "as is" and "as available." To the maximum extent permitted by Canadian law, I disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. I do not warrant that the services will produce specific revenue figures, lead volumes, or conversion rates unless explicitly guaranteed in writing in a signed SOW. The Website Design 30-day post-launch satisfaction guarantee (artifacts handover at customer election, with the productized build fee non-refundable and any installment schedule unaffected) is contractually binding under the conditions stated in §7. All other warranties are on a best-effort basis.

9. Limitation of Liability

To the maximum extent permitted by applicable law, neither you nor Kaustubh Ghodke o/a DigiCatalyst Systems is liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenues, data, use, goodwill, or other intangible losses, whether incurred directly or indirectly, including losses arising from your use of, or inability to use, the services; from errors, mistakes, or inaccuracies in AI-generated output; or from unauthorized access to or use of servers and any personal information stored therein.

Each party's total liability for all claims arising out of or relating to the services is limited to the greater of (a) the total fees you paid me in the twelve (12) months before the event giving rise to the claim, or (b) one thousand Canadian dollars (CAD $1,000).

The cap and exclusions above do not apply to: (i) your obligation to pay fees; (ii) breaches of the confidentiality obligation in §14; (iii) either party's indemnification obligations under §11; (iv) fraud, intentional misconduct, or gross negligence; or (v) any other liability that cannot lawfully be limited or excluded, including for death or personal injury caused by negligence.

10. Termination

I reserve the right to suspend or terminate your access to the site or services for conduct that violates these Terms or harms other users, me, or third parties.

Customer-initiated termination: the productized build is a one-time engagement governed by the §7 refund terms (30-day post-launch artifacts handover; build fee non-refundable post-kickoff). The care plan ($99-$299/mo) is opt-out whenever you want, with no notice period and no cancellation fee, by email to support@digicatalyst.ca, after which a 15-day handover window begins covering (a) export of source code and design files, (b) hosting credentials and account ownership transfer, (c) domain transfer per §6 (if registered through DigiCatalyst Systems), and (d) Cal.com, contact form, and other third-party integration handover where applicable. Care-plan service continues during the 15-day handover window at no additional charge, and any partial-month care-plan fee already paid is not pro-rated. Your site data and backups are returned or deleted as set out in §14.

Transition assistance: within 30 days of termination, DigiCatalyst Systems will provide reasonable assistance to export your data and to hand over hosting, domain, and integration configuration as set out in §6. Beyond 30 days, transition assistance is billed at DigiCatalyst Systems' then-standard hourly rate ($120/hr).

Survival: provisions of these Terms that by their nature should survive termination survive it, including ownership, confidentiality, warranty disclaimers, indemnity, and limitations of liability.

11. Governing Law and Jurisdiction

These Terms, and any dispute arising out of or in connection with them, are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it.

Resolving a dispute: before either of us starts formal proceedings, we will try to resolve the dispute in good faith by discussion for 15 days after one of us gives the other written notice of it. If it is not resolved in that time, either of us may bring proceedings in the courts of the Province of Ontario, including the Small Claims Court where the amount claimed is within its limit, and we each submit to the exclusive jurisdiction of those courts. Either of us may apply to a court at any time for interim relief to protect intellectual property or confidential information, or to recover undisputed amounts due. Each of us bears our own costs unless the court orders otherwise.

Indemnification: you agree to defend, indemnify, and hold harmless Kaustubh Ghodke o/a DigiCatalyst Systems from any claims, damages, obligations, losses, liabilities, costs, or debt, including reasonable attorney's fees, arising from (i) your use of and access to the services; (ii) your violation of any term of these Terms; (iii) your violation of any third-party right, including any copyright, property, or privacy right; or (iv) any claim that your unlawful or negligent use of the services caused damage to a third party. This obligation survives these Terms and your use of the services.

IP-infringement indemnification: DigiCatalyst Systems will defend and indemnify you against any third-party claim that a deliverable I created originally, in the form delivered and used as your SOW or productized package contemplates, infringes that third party's intellectual property rights. This does not apply to a claim arising from content or materials you supplied, open source components, the third-party services in §5, modification of the deliverable by anyone other than me, or combination of the deliverable with anything I did not supply. If such a claim is made, I may, at my option, get you the right to keep using the affected item, modify or replace it so that it no longer infringes, or end the affected engagement and refund the fees you paid for that deliverable; this is your exclusive remedy for infringement. Whoever claims under an indemnity in this section tells the other party promptly in writing, gives it control of the defense and settlement, and gives reasonable help at the indemnifying party's cost. The indemnifying party will not settle a claim in a way that puts an obligation other than payment, or an admission of liability, on the other party without its consent.

12. Changes to These Terms

I may update these Terms at any time. Material changes will be reflected by an updated "Updated on" date at the top of this page. Continued use of the site or services after such changes constitutes acceptance of the updated Terms.

For material changes that adversely affect your rights, including changes to the limitation of liability, indemnification, dispute resolution, or pricing, I will provide 30 days' advance written notice via the email address on file and an opportunity to terminate before the change takes effect.

13. Force Majeure

Neither party is liable for any failure or delay in performance caused by an event beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, government action, strikes, failure of a utility, telecommunications network, or internet provider, or service interruptions, latency, or policy changes by the third-party providers identified in §5. The affected party will notify the other promptly and use reasonable efforts to resume performance. A force-majeure event does not excuse paying amounts already due. If it continues for more than 30 consecutive days, either party may end the affected service on written notice without further liability.

14. Client Data, Confidentiality, and Processing

This section applies when I build, host, or maintain a website for you. It covers your data and your customers' data. It is not about visitors to digicatalyst.ca, whose information is covered by the Privacy Policy.

  • What I hold: your site content and files, the source code, and backups of the site. Where your site carries a contact or booking form, I can see the submissions it produces: the name, contact details, and message content your own customers type in. Those reach me through the mailbox or dashboard the form delivers to, and through the backups.
  • Whose account the site lives in: this is not the same for every client, and it decides who controls the data. Some sites run on Cloudflare under an account DigiCatalyst Systems controls, in which case DigiCatalyst Systems holds the site and its backups. Other sites are deployed into a Cloudflare account you own, in which case you hold them and I have access to do the work. Your SOW records which arrangement applies to your site, and you can ask me at any time.
  • My role: for the personal information of your customers, you are the business that decides why it is collected and what happens to it, and I am your service provider (a processor, in the language of some privacy laws), acting on your instructions. I process it only to deliver and support your site. I do not use it for my own purposes, do not sell or share it, do not market to it, do not combine it with data from another client or another source, and do not use it to train or improve any tool. I access it only when the work requires it, such as restoring a backup, fixing a form that has stopped sending, or migrating a site. If I can no longer meet the commitments in this section, I will tell you before that happens.
  • Confidentiality: I treat your content, credentials, pricing, customer lists, and form submissions as confidential. I do not disclose them to anyone other than the sub-processors named below, except where the law requires it. This obligation continues after the engagement ends.
  • Sub-processors: running a site means other providers touch it. Hosting, delivery, and backups run on Cloudflare. Mail forwarded from your site or your forms lands in my Zoho Mail mailbox, hosted in Canada. Booking runs through Cal.com where your site uses it. Invoices are issued from Zoho Books, on its Canadian data center, and card payments run through Stripe. Each of them operates under its own published data-protection terms, which limit it to providing its service, and I remain answerable to you for what they do with your data. If I need to add a sub-processor that would hold your customers' data, I will tell you before I do it, and if that does not suit you, you may cancel your care plan under §10 with nothing owing. Ask me at any time which systems hold your data and who has access, and I will put the answer in writing.
  • Your responsibilities: you decide what your forms ask for and what you do with the answers. You are responsible for the lawfulness of that collection, for publishing your own privacy notice on your site, and for honoring the requests your customers make to you. Please do not configure a form to collect payment-card numbers, health information, or government identification numbers. These sites are not built to hold that material, and I do not accept it.
  • Requests from your customers: your customers deal with you, not with me. When one of them asks you for access to, correction of, or deletion of their information, I will help you find it and action it in the systems I run. Routine requests are covered by your care plan; anything that turns into substantial work is quoted and approved first at the rate in §7.
  • Security incidents: if I become aware of a breach of security safeguards affecting data I hold for you, I will notify you without unreasonable delay, tell you what I know, and help you meet whatever obligation you have to your customers and to a regulator. Deciding whether and how to notify the individuals affected is yours to make, because you are the business they dealt with.
  • Retention and exit: I hold your site data and backups for as long as the engagement runs. On termination, and inside the handover window in §10, I return your data in a portable format and then delete the copies I hold. Backups rotate on a cycle, so a copy can sit in the backup system for a short period after deletion before it is overwritten. Records that Canadian tax and record-keeping law requires me to keep, such as invoices, are kept for the period the law requires.

15. Entire Agreement, Notices, Waiver, Severability

Entire agreement: these Terms, together with the Privacy Policy, any signed MSA, and any applicable SOW or productized package terms posted on the relevant service page at the time of purchase, constitute the entire agreement between you and DigiCatalyst Systems and supersede all prior or contemporaneous communications, proposals, or agreements (whether oral or written) on the subject matter. Where an engagement is covered by a signed MSA and SOW, the signed MSA and SOW prevail over these Terms to the extent of any conflict.

Notices: legal notices to DigiCatalyst Systems must be sent to support@digicatalyst.ca with the subject line beginning "Legal notice." Notices to you will be sent to the email address you provided through the booking flow or in our last correspondence. Notices are deemed received the day they are sent.

No waiver: failure by either party to enforce any provision of these Terms is not a waiver of that provision or of any other right.

Severability: if any provision of these Terms is found unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining Terms remain in effect and enforceable.

16. Accessibility

AODA commitment: DigiCatalyst Systems operates in Ontario and is committed to providing services in a manner consistent with the Accessibility for Ontarians with Disabilities Act (AODA), 2005 and the Integrated Accessibility Standards Regulation. If you encounter an accessibility barrier on the site or in any deliverable, please email support@digicatalyst.ca with the subject line "Accessibility" and I will respond within 15 business days. The site is built to WCAG 2.2 AA where reasonably practicable; known limitations and workarounds are documented on request.

17. Contact

For questions or concerns about these Terms, contact:

Kaustubh Ghodke o/a DigiCatalyst Systems

Email: support@digicatalyst.ca

BN: 779120153 RT0001

Toronto, Ontario, Canada