Terms of Service

Last Updated: May 8, 2025

Introduction

These Terms of Service ("Terms") govern your access to and use of development partnership services provided by NLY Media ("we," "our," "us," or "Company"), a company incorporated under the laws of Canada with its principal place of business in Toronto, Ontario.

Please read these Terms carefully before using our services. By accessing or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our services.

Services Description

NLY Media provides flexible on-demand web development services through a unique partnership model that combines the reliability of an in-house team with the flexibility of freelancing. Our services include:

  • WordPress/WooCommerce development
  • Shopify/Shopify Plus implementation
  • Custom development solutions
  • E-commerce functionality
  • API integrations
  • Performance optimization
  • Responsive design implementation
  • Custom theme development
  • Security enhancements
  • Technical maintenance

We act as a development partner, providing both development expertise and project management in one package.

Client Relationship

Service Engagement

You may engage our services by submitting a request through our designated channels. We provide quick response and onboarding with 24-48 hour start time. Upon acceptance, we will provide you with access to a dedicated Slack channel for all project communication.

For successful project delivery, we require you to provide thorough documentation of your requirements. This may include completed designs, comprehensive project briefs, detailed written instructions, or screen recordings that clearly outline the work requirements. Providing a clear vision of your needs is essential for our development partnership to succeed effectively.

Communication

All project-related communication will occur through our designated Slack channels. Our project manager and team lead are directly accessible. We will provide weekly updates on work progress. You agree to provide prompt feedback and necessary information to facilitate the completion of your project.

Engagement Process

Our service follows a structured process:

  1. Share Vision (requirements gathering)
  2. Project Scope (research and planning)
  3. Align Strategy (set priorities and timeline)
  4. Begin Development (immediate execution)
  5. Review Progress (weekly updates)
  6. Expected Delivery (clear timelines)
  7. On-Going Support (responsive assistance)
  8. Scale Flexibility (adjust as needed)

Payment Terms

Billing Structure

  1. Services are billed at transparent hourly rates with no markup.
  2. No minimum commitment required.
  3. Volume pricing available for larger commitments.
  4. Project management included at no additional cost.
  5. Hours are tracked transparently through our project management system.
  6. You pay only for actual hours worked.

Invoicing and Payment

  1. Services are tracked transparently through journal entries with detailed memos, all viewable in your account dashboard.
  2. Payments are automatically processed at the end of each week, with your credit card being charged accordingly.
  3. You will only be billed for completed work. If a requested task does not appear on your invoice, it means the work was not completed during that billing period.
  4. All payment information (including credit card details) is securely stored by our payment processor, Stripe, and not in our database. Invoice generation and payment processing are handled through Stripe's secure platform.
  5. Any disputes regarding charges must be reported to your project manager within 5 business days of billing.

Late Payments

  1. Payments not received when due may result in service suspension.
  2. We reserve the right to charge late fees on overdue amounts at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

Intellectual Property Rights

Ownership of Work Product

Upon full payment for services rendered, you will own all rights, title, and interest in and to the work product created specifically for you as part of our services. This includes custom code, design elements, and content created exclusively for your project.

Pre-existing Materials

We retain all rights to any pre-existing materials, tools, frameworks, or methodologies that we use in the process of providing services to you. We grant you a non-exclusive, perpetual license to use such materials solely in connection with the work product delivered to you.

Client Materials

You retain all ownership rights in any materials you provide to us for use in your project. You grant us a limited license to use these materials solely for the purpose of providing services to you.

Limitation of Liability

Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NLY Media, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

  1. YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES;
  2. ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES;
  3. ANY CONTENT OBTAINED FROM THE SERVICES; AND
  4. UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT,

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

Client Responsibility

You acknowledge that you have final approval over all work being pushed live. Once you have approved work to be published or implemented, you assume responsibility for such content or implementations.

Dispute Resolution

Any dispute arising from or relating to these Terms or our services shall be finally settled by binding arbitration administered by the ADR Institute of Canada in accordance with its arbitration rules. The arbitration shall take place in Toronto, Ontario, and shall be conducted in English. The decision of the arbitrator shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

User Restrictions and Requirements

When using our services, you agree not to:

  1. Use our services in any way that violates any applicable law or regulation
  2. Impersonate or attempt to impersonate the Company, a Company employee, or another user
  3. Engage in any conduct that restricts or inhibits anyone's use of our services
  4. Use our services for any illegal purpose
  5. Transmit any material that is defamatory, obscene, or otherwise objectionable
  6. Use our services or work product for any project that promotes hatred, violence, or discrimination
  7. Request development of features that may be used to violate the privacy of others
  8. Request implementations that circumvent security measures or exploit vulnerabilities
  9. Use our development services for projects involving illegal activities or prohibited content
  10. Reverse engineer or attempt to extract the source code of our proprietary tools or methods

Cancellation Policy

You may cancel services at any time through your account dashboard with no long-term commitments or penalties. Cancellation requests will be processed at the end of the current weekly billing cycle. All development hours completed up to the time of your cancellation request will be included in your final invoice, and your credit card will be charged according to our standard weekly billing process before your services are officially cancelled or suspended.

Alternatively, you may submit a cancellation request in writing to your project manager, which will follow the same end-of-week processing timeline.

No refunds will be issued for services already rendered. Our flexible scaling approach allows you to adjust resources as needed without penalty, making cancellation a seamless process when required.

General Provisions

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision.

Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

Entire Agreement

These Terms constitute the entire agreement between you and NLY Media regarding our services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

Modification

We reserve the right to modify these Terms at any time. If we make changes, we will provide notice by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of our services after any such changes constitutes your acceptance of the new Terms.

Contact Information

If you have any questions about these Terms, please contact us at:

NLY Media
22 Adelaide Street West, Suite 3400
M5H 4E3
Toronto, Ontario, Canada
Email: info@nlymedia.com
Phone: +1 (647) 972-6600