Terms of Service — Northbridge Code Studio Ltd.

Effective Date: September 9, 2026

1. Introduction and Acceptance of Terms

These Terms of Service (the “Terms”) govern access to and use of the websites, applications, software, design deliverables, consulting services, technical support, and any related products or services provided by Northbridge Code Studio Ltd. (“Northbridge Code Studio Ltd.”, “we”, “us”, or “our”). Northbridge Code Studio Ltd. is a coding-studio business located in Calgary, Alberta, Canada.

By accessing our website, engaging our services, signing a proposal, statement of work, order form, or other service agreement, or otherwise indicating acceptance, you (“Client”, “you”, or “your”) agree to be bound by these Terms and any applicable project-specific agreement, proposal, quotation, statement of work, change order, or order form (collectively, the “Agreement”).

If you do not agree to these Terms, you must not use our services. If there is any conflict between these Terms and a signed project-specific agreement, the signed project-specific agreement will prevail to the extent of the conflict.

2. Scope of Services

Northbridge Code Studio Ltd. provides technology and software development services, which may include:

  • Custom Web Application Development;
  • Mobile App Prototyping;
  • UI/UX Design for Software Products;
  • E-commerce Platform Development;
  • API Integration and Backend Development; and
  • Website Maintenance and Technical Support.

The specific scope, deliverables, timeline, milestones, dependencies, assumptions, exclusions, and fees for each project will be described in the applicable proposal, statement of work, or order form. Any service not expressly included in the applicable scope is outside the Agreement and may require a separate written agreement or change order.

We may use third-party tools, libraries, hosting providers, design assets, payment processors, analytics tools, or other services as part of delivering the services. Unless expressly agreed otherwise in writing, Northbridge Code Studio Ltd. does not warrant the continued availability, compatibility, or performance of any third-party service.

3. User Obligations and Responsibilities

You agree to:

  • provide accurate, current, and complete information needed for us to perform the services;
  • cooperate promptly and in good faith, including providing feedback, approvals, content, credentials, and access required for the project;
  • ensure that any materials, data, content, logos, text, images, code, or instructions you supply do not infringe third-party rights or violate applicable laws;
  • maintain the confidentiality and security of any login credentials or access details we provide to you;
  • obtain all necessary consents, permissions, and rights for the collection, use, hosting, and processing of data you provide or direct us to process;
  • review deliverables carefully and notify us of issues, errors, or requested revisions within a reasonable time; and
  • comply with all applicable laws, regulations, industry standards, and platform rules related to your use of the deliverables.

You are solely responsible for the accuracy, legality, and appropriateness of your instructions and for your use of any deliverables after delivery, deployment, or handover. You acknowledge that delays caused by your failure to provide necessary materials, approvals, or access may affect timelines and may result in additional fees.

4. Payment Terms and Conditions

Fees, billing milestones, and payment schedules will be set out in the applicable proposal, statement of work, or invoice. Unless otherwise agreed in writing:

  • all fees are quoted in Canadian dollars (CAD);
  • invoices are due upon receipt or within the payment term stated on the invoice;
  • we may require an advance deposit or retainer before work begins;
  • progress payments may be required for longer projects or milestone-based work;
  • late amounts may accrue interest at the maximum rate permitted by law, or if no maximum is specified, at 1.5% per month compounded monthly (18% per annum), whichever is lower; and
  • you are responsible for all taxes, duties, levies, and government charges applicable to the services, other than taxes based on our net income.

We may suspend work, deliverables, access, maintenance, or support if any undisputed invoice remains unpaid after its due date. Any estimates provided by Northbridge Code Studio Ltd. are based on information available at the time and may be revised if project scope, assumptions, dependencies, or third-party costs change.

Unless expressly stated otherwise, fees do not include third-party expenses such as hosting, domain registration, app store fees, plugin licenses, stock assets, payment processing charges, SMS fees, cloud usage, or other pass-through costs. Approved out-of-pocket expenses will be billed to you at cost or as otherwise agreed.

5. Cancellation and Refund Policy

Either party may cancel a project or service engagement in accordance with the terms of the applicable agreement or, if none are stated, by providing written notice to the other party.

  • Any deposit or retainer paid is non-refundable to the extent it has been applied to reserving capacity, onboarding, planning, discovery, analysis, or work performed.
  • You must pay for all work completed, approved, or in progress up to the effective cancellation date, including any non-cancellable third-party commitments.
  • If a project is cancelled by you, we may deliver completed work product, where reasonably feasible, upon payment of outstanding amounts due.
  • If Northbridge Code Studio Ltd. cancels for convenience, we will use commercially reasonable efforts to transition active work and may refund any unearned prepaid fees for services not performed, less non-recoverable costs and amounts already earned.
  • Refunds, if any, will be issued using the original payment method where practicable or otherwise by another reasonable method.

To the maximum extent permitted by law, time spent on consultation, discovery, planning, revisions outside the agreed scope, administrative work, and completed deliverables is not refundable. Any specific refund rights provided by applicable consumer protection laws in Canada will apply notwithstanding this policy.

6. Liability Limitations

To the maximum extent permitted by applicable law, Northbridge Code Studio Ltd. shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, loss of data, business interruption, reputational harm, or procurement of substitute services, arising out of or related to the services, the Agreement, or your use of deliverables, even if advised of the possibility of such damages.

To the maximum extent permitted by law, the total aggregate liability of Northbridge Code Studio Ltd. for all claims arising out of or related to the Agreement shall not exceed the amount paid by you to Northbridge Code Studio Ltd. for the specific services giving rise to the claim during the three (3) months preceding the event giving rise to the claim, or CAD $1,000, whichever is greater, except where liability cannot lawfully be limited.

We do not guarantee that any software, website, system, or integration will be error-free, uninterrupted, secure, or free from defects, viruses, or vulnerabilities. You are responsible for maintaining backups, security controls, and disaster recovery measures appropriate to your use case.

Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by law, including liability for fraud, wilful misconduct, or gross negligence to the extent such limitations are not permitted under applicable law.

7. Intellectual Property Rights

As between the parties, each party retains all right, title, and interest in and to its pre-existing intellectual property, methodologies, trademarks, trade names, tools, frameworks, templates, know-how, and materials developed independently of the Agreement.

Upon full payment of all fees due, and unless otherwise stated in a signed agreement, Northbridge Code Studio Ltd. grants you a non-exclusive, perpetual, worldwide, royalty-free license to use the final custom deliverables created specifically for you under the Agreement for your internal business purposes and intended commercial use.

This license excludes:

  • Northbridge Code Studio Ltd.’s pre-existing tools, libraries, code snippets, frameworks, and proprietary methods;
  • third-party components, open-source software, fonts, stock media, or licensed materials, which remain subject to their own license terms; and
  • drafts, concepts, rejected designs, and preparatory materials, unless expressly assigned or licensed in writing.

Unless otherwise agreed in writing, Northbridge Code Studio Ltd. retains ownership of all pre-existing materials and grants you only such rights as are necessary to use the deliverables as intended. If deliverables include open-source software or third-party licensed components, your rights are subject to those applicable licenses and obligations.

You grant Northbridge Code Studio Ltd. a limited, non-exclusive license to use your materials solely to the extent required to perform the services. You confirm that you have all necessary rights to provide such materials.

Subject to your prior written consent where required, Northbridge Code Studio Ltd. may reference your name, logo, and project description in its portfolio, website, and marketing materials, unless the parties agree otherwise in writing.

8. Data Protection and Privacy

Northbridge Code Studio Ltd. handles personal information in accordance with applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (“PIPEDA”), and any applicable provincial privacy legislation.

We will collect, use, disclose, retain, and safeguard personal information only as reasonably necessary to provide the services, manage our business relationship, comply with legal obligations, prevent fraud, resolve disputes, and enforce the Agreement, or as otherwise permitted or required by law.

Where we process personal information on your behalf, you are responsible for ensuring that:

  • you have a lawful basis and all required notices and consents for the processing;
  • your instructions comply with applicable privacy and data protection laws;
  • you have a suitable privacy policy and data retention practices; and
  • any transfer of personal information to us is permitted by law and by your disclosures to affected individuals.

We may use hosting providers, email services, analytics tools, source code repositories, ticketing systems, and other processors or sub-processors to support service delivery. We will take commercially reasonable safeguards appropriate to the nature of the information and the services being provided.

You acknowledge that no method of electronic transmission or storage is completely secure. To the extent permitted by law, Northbridge Code Studio Ltd. is not responsible for unauthorized access, interception, loss, or alteration of data outside our reasonable control.

9. Force Majeure

Northbridge Code Studio Ltd. will not be liable for any delay or failure to perform any obligation under the Agreement to the extent caused by events beyond our reasonable control, including but not limited to acts of God, fire, flood, earthquake, severe weather, epidemic, pandemic, war, terrorism, civil unrest, labour disputes, supply chain failures, power outages, internet or telecommunications failures, governmental actions, changes in law, or failures of third-party services.

During a force majeure event, our obligations will be suspended for the duration of the event and for a reasonable recovery period. If the event continues for an extended period and materially affects performance, either party may terminate the affected services by written notice, subject to payment for work performed and non-cancellable costs incurred up to the termination date.

10. Changes to Terms

Northbridge Code Studio Ltd. may update these Terms from time to time to reflect changes in our services, business practices, legal obligations, or operational requirements. The updated Terms will be posted on our website or otherwise provided to you and will become effective on the date stated in the revised version.

Your continued use of our services after the effective date of revised Terms constitutes acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the affected services and, if applicable, notify us in writing. Changes will not retroactively alter a signed project-specific agreement unless expressly agreed by both parties in writing.

11. Applicable Law and Jurisdiction

These Terms and any dispute, claim, or controversy arising out of or relating to them, the services, or the Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of laws rules.

The parties irrevocably attorn to the exclusive jurisdiction of the courts located in Calgary, Alberta, Canada, for the resolution of any dispute arising from or relating to these Terms or the services, except where applicable law requires another forum or provides mandatory rights that cannot be waived.

12. Contact Information

For questions, notices, complaints, or requests regarding these Terms or the services of Northbridge Code Studio Ltd., please contact us at:

Northbridge Code Studio Ltd.
Suite 204, 4109 4 St NE
Calgary, AB T2E 6A3
Canada
Email: [email protected]
Phone: +1 (403) 768-2941

13. Severability Clause

If any provision of these Terms is held by a court or competent authority to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect. If necessary, the invalid provision shall be deemed modified to the minimum extent required to make it valid and enforceable while preserving the parties’ original intent as closely as possible.

These Terms constitute the entire agreement regarding the subject matter hereof, except for any applicable signed project documents or statements of work, and supersede prior discussions or understandings relating to the same subject matter.

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