Terms of Service

Scope of Services

These Terms of Service apply to all software development, consulting, and technology services provided by iDigital Software Division (“iDigital,” “we,” “us”), including but not limited to:

• Custom software development (web, mobile, desktop, backend)
• AI/ML solutions, cloud architecture, and DevOps services
• Security audits, penetration testing, and secure coding
• System integration, database design, and technical consulting

Specific project terms, deliverables, and pricing will be set out in separate statements of work, proposals, or contracts (“Project Agreements”). In the event of conflict, the Project Agreement governs for that project.

Acceptance and Engagement

By submitting a contact form, quote request, or signing a Project Agreement, you agree to these Terms and to engage iDigital for the specified services. You represent that you have authority to bind your organization (if applicable) and that any information you provide is accurate.

Intellectual Property

Unless otherwise agreed in a Project Agreement:

• Client materials: You retain ownership of pre-existing materials, data, and IP you provide. You grant iDigital a license to use them solely to perform the services.
• Deliverables: Upon full payment, ownership of custom deliverables (code, designs, documentation) created specifically for your project transfers to you, subject to any retained rights in iDigital’s pre-existing tools, frameworks, and know-how.
• iDigital IP: We retain all rights in our methodologies, templates, libraries, and general-purpose tools used in performing the work.

Confidentiality

Each party agrees to keep confidential the other’s confidential information (including business and technical data) and to use it only for performing or receiving the services. Confidentiality obligations survive termination. Exceptions apply where information is publicly available, independently developed, or required to be disclosed by law.

Payment and Invoicing

Fees, payment schedule, and currency will be specified in the Project Agreement. Unless otherwise stated, invoices are due within 30 days of issue. We may suspend work or withhold deliverables if payment is overdue. You are responsible for any applicable taxes unless we are required to collect them.

Limitation of Liability

To the fullest extent permitted by law, iDigital’s total liability for any claim arising from or related to these Terms or the services shall not exceed the fees paid by you for the relevant project in the twelve (12) months preceding the claim. We are not liable for indirect, incidental, consequential, or punitive damages, or for loss of data or profits. These limitations apply even if we have been advised of the possibility of such damages.

Warranty and Disclaimers

We warrant that services will be performed in a professional manner consistent with industry standards. For deliverables, we warrant that they will substantially conform to the specifications in the Project Agreement for a period agreed in that agreement (or 90 days if not specified). EXCEPT AS EXPRESSLY STATED HERE, SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Termination

Either party may terminate a Project Agreement in accordance with its terms. Upon termination, you pay for all work performed and for any non-cancellable commitments. Sections that by their nature should survive (e.g., IP, confidentiality, limitation of liability) will survive termination.

Changes

We may update these Terms from time to time. The current version will be posted on this page with an updated “Last Updated” date. Continued use of our services or submission of new projects after changes constitutes acceptance of the revised Terms.