Terms and Conditions

This website is operated by HAPPISOFT INC. (“HAPPISOFT”, “we”, “us” or “our”), a digital agency based in Ottawa, Ontario, providing digital services to NGOs, small and medium-sized businesses, and growing organizations across Canada.

HAPPISOFT operates primarily on a remote basis, with meetings arranged as required. All formal notices and written communications relating to these Terms and Conditions may be sent to [email protected].

These Terms and Conditions apply to all visitors and users of this website. Where HAPPISOFT is engaged to provide professional services, these Terms also apply to that engagement together with any quotation, proposal, statement of work, service plan or separate agreement accepted by the client.

In the event of any inconsistency, a signed written agreement will take precedence, followed by an accepted quotation or proposal, and then these Terms and Conditions.

By accessing or using this website, you acknowledge that you have read, understood and agreed to these Terms and Conditions.

If you do not agree with these Terms, you should discontinue your use of the website.

Where you accept these Terms on behalf of a company, organization or other legal entity, you represent that you have the authority to bind that entity.

HAPPISOFT provides digital services including website and application development, content creation, social media management, digital marketing, customer acquisition campaigns, and ongoing technical and strategic support.

The specific services, deliverables, timelines and responsibilities applicable to an engagement will be defined in the quotation, proposal, service plan or agreement accepted by the client.

Information presented on this website regarding our services, packages or plans is provided for general informational purposes and does not constitute a binding offer or contract.

Before commencing an engagement, HAPPISOFT will provide written documentation outlining the scope of work, deliverables and applicable fees.

Unless otherwise stated, quotations remain valid for 30 days from the date of issue. After this period, HAPPISOFT reserves the right to issue an updated quotation.

A quotation becomes binding when it is accepted in writing and, where applicable, the required deposit has been received.

Unless otherwise agreed, one-time project work requires a 40% deposit before work begins. Monthly support plans do not require a deposit and are invoiced beginning with the first month of service.

Any work requested outside the agreed scope will be treated as a change request. HAPPISOFT will communicate any additional costs and potential impact on the project schedule before proceeding and will obtain the client’s written approval.

Support plans are invoiced monthly in advance. Project-based work is invoiced according to the payment schedule specified in the accepted quotation or agreement.

Unless otherwise stated, all prices are expressed in Canadian dollars and exclude applicable taxes.

Invoices are payable within 15 days of their issue date. Amounts outstanding for more than 30 days may be subject to interest at a rate of 1.5% per month (18% annually).

HAPPISOFT may suspend services where an account remains overdue for more than 30 days. The client will be notified before any suspension occurs.

Project deposits become non-refundable once work has commenced, as resources and production time have already been allocated to the engagement.

Payments made for a monthly support plan are non-refundable once the applicable service month has commenced. Services will nevertheless remain available until the end of the paid billing period.

Each support plan begins with a one-month trial period, allowing both HAPPISOFT and the client to evaluate the working relationship before entering the selected commitment period.

Following the trial period, the plan will continue for the selected term, typically six or twelve months, at the agreed rate.

At the end of the initial term, the plan will continue on a month-to-month basis unless the parties agree to a new fixed term.

Either party may terminate a month-to-month plan by providing 30 days’ written notice, effective at the end of the applicable following month.

Unused services, content allocations, design hours or other monthly benefits do not carry over to subsequent months unless expressly agreed otherwise.

HAPPISOFT will provide at least 60 days’ written notice before implementing changes to support plan pricing. Price changes will not apply during an existing fixed-term commitment.

Successful delivery depends on timely collaboration between HAPPISOFT and the client.

The client agrees to:

Provide all necessary content, documents, files, credentials, access and approvals required to complete the work.
Designate an authorized contact person responsible for decisions and approvals.
Respond to review and approval requests within five business days whenever reasonably possible.
Ensure that all text, photographs, videos, logos, data and other materials supplied to HAPPISOFT are owned by the client or properly licensed for their intended use.
Maintain accounts, domain names, hosting services and third-party subscriptions registered in the client’s name.

Client delays may result in corresponding adjustments to project schedules. HAPPISOFT will communicate material scheduling impacts where they occur.

Upon full payment of all amounts due for the applicable work, ownership of client-specific deliverables created by HAPPISOFT will transfer to the client.

Such deliverables may include custom designs, source code developed specifically for the project, written content, images, videos and other materials expressly created for the client.

Until full payment has been received, ownership of these deliverables remains with HAPPISOFT.

HAPPISOFT retains ownership of its pre-existing intellectual property, including internal tools, libraries, frameworks, reusable components, templates, methodologies, processes, know-how and other materials developed independently of the client engagement.

Where such materials are incorporated into a client deliverable, the client receives the rights reasonably necessary to use them as part of that deliverable.

Unless otherwise agreed in writing, HAPPISOFT may display completed work, the client’s name and logo in its portfolio, case studies and professional communications. Clients may request in writing that their work not be publicly displayed.

Third-party and open-source components remain subject to their respective licences.

Unless otherwise indicated, all content available on this website, including text, designs, graphics, photographs, logos, visual elements and code, is owned by HAPPISOFT or used under appropriate authorization.

All applicable rights are reserved.

Visitors may view, print or share website content for personal and non-commercial purposes. No part of the website may be copied, reproduced, republished, sold, commercially exploited, systematically scraped or adapted without prior written permission from HAPPISOFT.

HAPPISOFT’s website and client projects may rely on third-party services including hosting providers, analytics platforms, email services, payment processors, social networks, software providers, plugins, APIs and open-source technologies.

These services are governed by their own terms, policies and privacy practices and remain outside HAPPISOFT’s direct control.

Unless expressly included in an accepted quotation, costs associated with third-party services, including domain names, hosting, licences, advertising budgets and subscriptions, are the responsibility of the client.

Where reasonably possible, third-party accounts required for a client project should be registered in the client’s name to ensure long-term ownership and control.

Each party agrees to protect confidential and non-public information received from the other party and to use such information solely for purposes related to the engagement.

Client confidential information may include business strategies, financial information, customer information, personal information and access credentials.

HAPPISOFT confidential information may include internal processes, methodologies, pricing structures and proprietary documentation.

These obligations do not apply to information that is publicly available, lawfully known by the receiving party before disclosure, independently developed, or required to be disclosed by law.

Where a separate non-disclosure agreement has been executed, that agreement will take precedence.

Confidentiality obligations will continue for three years following the end of an engagement and indefinitely where applicable to trade secrets or personal information.

HAPPISOFT conducts a significant portion of its business electronically, including through email and shared digital platforms.

Electronic communications, approvals and notices will be considered written communications for purposes of the engagement.

Acceptance of quotations or agreements electronically, including through electronic signatures or written email confirmation, may constitute binding acceptance to the extent permitted by applicable law.

Users who voluntarily subscribe to the HAPPISOFT newsletter may receive occasional information, company updates, resources and other relevant communications.

Each marketing communication will provide an unsubscribe mechanism.

HAPPISOFT maintains appropriate records of newsletter subscriptions and does not automatically subscribe individuals merely because they submit a contact or enquiry form.

Newsletter subscription is separate from contacting HAPPISOFT regarding its services.

HAPPISOFT does not sell or rent its newsletter subscriber list.

Users must use this website lawfully and responsibly.

You must not attempt to gain unauthorized access to the website or its systems, interfere with its operation, intentionally overload its infrastructure, distribute malicious software, misrepresent your identity, systematically scrape its content, or use its forms or services for unlawful, abusive or misleading purposes.

HAPPISOFT reserves the right to restrict or suspend access where misuse, security risks or violations of these Terms are identified.

HAPPISOFT welcomes feedback and suggestions. However, users should not submit confidential business concepts, proprietary ideas or commercially sensitive information through general website communication channels unless confidentiality arrangements have been agreed in advance.

Unsolicited suggestions, comments and general ideas submitted outside a paid engagement may be considered non-confidential.

This provision does not apply to confidential information or materials provided as part of an existing client engagement, which remain subject to the confidentiality and intellectual property provisions of these Terms.

Users may discontinue use of this website at any time.

HAPPISOFT may suspend or terminate access to its website or services where these Terms are materially breached, payments remain significantly overdue, misuse occurs, or suspension is required by law.

When a client engagement ends, HAPPISOFT will provide the client with deliverables that have been fully paid for and applicable access credentials belonging to the client.

Work completed but not yet invoiced may be invoiced upon termination.

For project work, amounts prepaid for services that have not been performed may be refunded where applicable. Monthly plans remain active until the end of the billing period already paid.

Unless otherwise agreed, HAPPISOFT retains project files for 12 months following the end of an engagement. Clients may request an archive during this period.

Provisions relating to intellectual property, confidentiality, liability and other obligations intended to survive termination will remain effective.

HAPPISOFT undertakes to provide its professional services with reasonable care, skill and diligence and in accordance with the scope described in the accepted quotation or agreement.

Where a client identifies a defect in delivered work within 30 days following delivery or launch, HAPPISOFT will correct qualifying defects without additional professional fees.

A defect means functionality that materially fails to operate as described in the agreed scope. New requirements, additional functionality or changes to previously approved requirements are considered change requests and may be quoted separately.

HAPPISOFT does not guarantee uninterrupted or error-free operation of websites, applications or third-party platforms, nor does it guarantee specific commercial, marketing, financial or business results.

To the extent permitted by applicable law, HAPPISOFT will not be liable for indirect, incidental, consequential or special damages, including lost profits, lost revenue or loss of data.

HAPPISOFT’s aggregate liability arising from an engagement will, to the extent permitted by applicable law, be limited to the fees paid by the client to HAPPISOFT during the 12 months preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited.

Each party agrees to be responsible for claims, losses and liabilities arising from its own acts, omissions or breaches in connection with the engagement.

The client agrees to indemnify HAPPISOFT against third-party claims arising from materials supplied by the client, unauthorized or unlawful use of deliverables, use contrary to written instructions provided by HAPPISOFT, or material breaches of these Terms.

HAPPISOFT will be responsible for qualifying third-party intellectual property claims arising directly from original work created by HAPPISOFT, provided that the client promptly informs HAPPISOFT of the claim and reasonably permits HAPPISOFT to participate in its defence.

Any indemnification obligation remains subject to the limitations of liability set out in Section 17, to the extent permitted by law.

HAPPISOFT respects the privacy of its website visitors, clients and partners.

The collection, use, storage, disclosure and protection of personal information are governed by our Privacy Policy, which forms part of these Terms and Conditions.

The Privacy Policy explains what information may be collected, why it is collected, how it may be used or shared, and the rights and choices available to individuals regarding their personal information.

HAPPISOFT is committed to creating digital experiences that are accessible and usable by as many people as reasonably possible, including individuals who use assistive technologies.

We use WCAG 2.1 Level AA as a reference standard when designing, developing and testing applicable digital experiences.

If you experience an accessibility issue while using this website, please contact [email protected] and provide details about the issue encountered. We will review the matter and, where reasonably possible, take appropriate corrective action.

Clients may not assign or transfer their rights or obligations under these Terms without HAPPISOFT’s prior written consent.

HAPPISOFT may assign its rights and obligations to a successor entity in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its business.

Where appropriate, affected clients will be informed of such a transfer.

Failure by either party to enforce any provision of these Terms immediately will not constitute a waiver of that provision or any other right.

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable, that provision will be interpreted or limited to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

These Terms and Conditions are published in English.

Where a translation is made available, the English-language version will govern in the event of any inconsistency, subject to applicable law.

HAPPISOFT works with clients in both English and French and may provide a French version of these Terms upon request.

These Terms and Conditions, together with the applicable accepted quotation, proposal, service agreement and Privacy Policy, constitute the agreement between HAPPISOFT and the client concerning the matters they address.

They supersede prior discussions, communications or proposals relating to the same subject matter, except where expressly incorporated into a subsequent written agreement.

HAPPISOFT may update these Terms and Conditions periodically to reflect changes to its services, business practices or applicable requirements.

The version published on this website is the current version and will indicate the date of its latest revision.

Where a material change affects an active client engagement, HAPPISOFT will provide at least 30 days’ notice by email where reasonably required. Unless otherwise agreed, previously accepted terms will continue to govern work already contracted before the change takes effect.

These Terms and Conditions are governed by the laws of the Province of Ontario and the applicable federal laws of Canada.

Subject to applicable law, the courts of Ontario will have jurisdiction over disputes arising from these Terms or an engagement with HAPPISOFT.

Before commencing formal court proceedings, the parties agree to make reasonable efforts to resolve disputes through direct discussion and, where appropriate, mediation in Ottawa, Ontario, except where urgent injunctive or other immediate legal relief is required.

If you have questions regarding these Terms and Conditions, our services, or an engagement with HAPPISOFT, please contact:

HAPPISOFT INC.
Ottawa, Ontario, Canada
Email: [email protected]
Phone: +1 437 972-8098