These General Terms and Conditions (“Terms”) apply to all services provided by Lighthouse B Inc. (“Lighthouse B”) to the client named in the Statement of Work (“Client”). The Terms and the Statement of Work (“SOW”) together form the agreement between the parties (the “Agreement”). By signing the SOW or authorizing work to begin, the Client accepts these Terms. The person signing confirms they have authority to bind the Client.
1. Services
1.1 Lighthouse B will deliver the services and deliverables described in the SOW (the “Services”) in a professional manner, using appropriately skilled personnel.
1.2 Anything not expressly described in the SOW is out of scope. Timelines and milestones in the SOW are good-faith estimates, not guarantees.
1.3 Lighthouse B may assign and replace personnel and use qualified subcontractors at its discretion.
1.4 These Terms take precedence over any Client purchase order or other Client terms, which have no effect even if acknowledged by Lighthouse B.
2. Client Responsibilities
2.1 The Client will provide timely access to people, systems, information, licences and decisions reasonably required to deliver the Services, and will appoint a representative with authority to make decisions on its behalf.
2.2 Lighthouse B is not responsible for delays, additional costs or outcomes caused by the Client’s failure to meet these responsibilities, or by inaccurate information supplied by the Client. Any resulting additional effort will be billable.
2.3 The Client is responsible for its own software licences (including Atlassian and third-party apps), for backing up its data before work begins, and for how it uses the Services and deliverables.
3. Changes
Any change to scope, timeline or fees requires a written change request agreed by both parties (email is sufficient). Lighthouse B is not obligated to perform out-of-scope work until a change is agreed.
4. Fees and Payment
4.1 The Client will pay the fees set out in the SOW. Unless the SOW says otherwise, time-and-materials work is invoiced monthly in arrears and fixed-fee work is invoiced per the milestones in the SOW.
4.2 Invoices are due within 30 days. Fees are exclusive of applicable taxes and pre-approved expenses, which are billed at cost. Payment is not conditional on the Client issuing a purchase order.
4.3 Overdue amounts bear interest at 1.5% per month (18% per year). Lighthouse B may suspend the Services if any invoice is more than 14 days overdue, and the Client will reimburse reasonable collection costs.
4.4 Invoice disputes must be raised in writing within 10 business days of receipt; otherwise the invoice is deemed accepted.
4.5 Rescheduling. If the Client cancels or postpones scheduled work with less than 10 business days’ notice, 50% of the affected fees are payable; with 5 business days’ notice or less, 100% is payable.
5. Intellectual Property
5.1 Lighthouse B retains all rights in its pre-existing materials, methods, tools, templates, scripts and know-how, including anything it develops that is of general application (“Lighthouse B IP”).
5.2 Upon full payment, the Client receives a perpetual, non-exclusive, non-transferable licence to use the deliverables (including any embedded Lighthouse B IP) for its internal business purposes.
5.3 The Client owns its own data. Lighthouse B may use Client data only as needed to deliver the Services.
6. Confidentiality
Each party will keep the other’s confidential information confidential and use it only to perform the Agreement, except where the information is public, already known to the recipient, independently developed, or required to be disclosed by law. Lighthouse B may name the Client as a customer in its marketing materials unless the Client opts out in writing.
7. Privacy
Where Lighthouse B handles personal information in delivering the Services, it will do so in accordance with applicable Canadian privacy law and only for the purpose of delivering the Services.
8. Warranty
8.1 Lighthouse B warrants that the Services will be performed in a professional manner consistent with industry standards. If the Client notifies Lighthouse B in writing of a breach of this warranty within 30 days of delivery, Lighthouse B will re-perform the affected Services. This is the Client’s sole and exclusive remedy.
8.2 Except as stated above, the Services are provided “as is”. Lighthouse B makes no other warranties, express or implied, including merchantability or fitness for a particular purpose. Lighthouse B is not the vendor of Atlassian or third-party software and makes no warranty regarding it.
9. Limitation of Liability
9.1 Neither party is liable for indirect, consequential, special or punitive damages, or for lost profits, revenue, data or business opportunity.
9.2 Lighthouse B’s total liability under the Agreement is limited to the fees paid by the Client under the applicable SOW in the 12 months preceding the claim.
9.3 These limits do not apply to fraud or to liability that cannot be limited by law.
10. Non-Solicitation
During the Agreement and for 12 months after, the Client will not solicit or hire any Lighthouse B employee or subcontractor who worked on the Services without Lighthouse B’s written consent. General job postings not targeted at Lighthouse B personnel are permitted. If the Client breaches this clause, it will pay Lighthouse B a placement fee equal to 50% of that person’s first-year annual compensation.
11. Term and Termination
11.1 The Agreement runs until the Services in the SOW are complete, unless terminated earlier.
11.2 Either party may terminate on written notice if the other materially breaches and fails to cure within 30 days, or becomes insolvent.
11.3 On any termination, the Client will pay for all Services performed and expenses incurred up to the termination date, plus any non-cancellable commitments.
12. General
12.1 Force majeure: Lighthouse B is not liable for delays caused by events beyond its reasonable control.
12.2 Independent contractor: nothing in the Agreement creates a partnership, employment or agency relationship.
12.3 Assignment: the Client may not assign the Agreement without Lighthouse B’s written consent.
12.4 Entire agreement: the Agreement is the entire agreement between the parties on its subject matter. If the SOW conflicts with these Terms, the SOW prevails.
12.5 Amendments: changes must be in writing and agreed by both parties.
12.6 Severability and waiver: an unenforceable provision does not affect the others, and failing to enforce a right is not a waiver of it.
12.7 Governing law: the Agreement is governed by the laws of Ontario and the federal laws of Canada that apply there. The courts of Ontario have exclusive jurisdiction.
