Terms of Service

Last updated: October 6, 2026

1. Agreement

These Terms of Service ("Terms") form a binding agreement between Oction Agency, operating as Oction Agency ("Oction", "we", "us"), and the individual or business purchasing or using our services ("Client", "you"). By submitting our form, booking a call, paying an invoice, or accepting delivery of any work, you agree to these Terms.

Any proposal, quote, statement of work or written agreement signed between us forms part of this agreement. Where a signed agreement conflicts with these Terms, the signed agreement governs for that conflict only.

2. Who can use our services

Our services are offered to businesses and to individuals acting for business purposes. By engaging us, you confirm you are of the age of majority in your province or state, that you have authority to enter this agreement on behalf of the business you represent, and that the information you provide is accurate.

3. Services and scope

Our core offer is the design and build of a website for a one-time fee, delivered within the stated turnaround, together with the revisions described in Section 7. Additional services, including search engine optimisation, AI search optimisation, Google Ads, Meta Ads, hosting, maintenance, copywriting, photography and CRM setup, are separate services quoted separately.

The scope of your project is what is described in your proposal, invoice or written confirmation. Anything not listed there is out of scope, including additional pages, new features, integrations, e-commerce functionality, custom applications, multilingual versions, migrations of existing content beyond what was agreed, and creation of original written or photographic content. Out-of-scope work may be quoted as a separate engagement.

4. Fees and payment

• Fees are quoted in Canadian dollars and are exclusive of applicable taxes unless stated otherwise. Taxes are added where required by law.
• The website build fee is payable in full in advance unless we agree otherwise in writing. Work begins once payment clears.
• Where instalments are agreed, delivery, launch or transfer may be withheld until the balance is paid in full.
• Recurring services are billed on the cycle stated at purchase and renew automatically until cancelled in writing.
• Third-party costs, including domains, hosting, premium themes, plugins, fonts, stock media, ad spend and software subscriptions, are your responsibility unless expressly included in your quote.
• Overdue amounts may accrue interest at 2% per month (26.82% per year), and we may suspend work, hosting or access until the account is current.

5. No refunds

All fees are non-refundable. Payment triggers the immediate allocation of design, development and project resources to your build, and work begins right away. Because of this, once payment is made, no refund is available in whole or in part, including where:

• you change your mind, change direction, or no longer want a website;
• your business circumstances change, including closure, sale or a change in ownership;
• you fail to provide the content, access or feedback we need to complete the work;
• you stop responding, delay the project, or cancel before completion;
• you are dissatisfied with stylistic or subjective design choices that we have offered to revise under Section 7; or
• you obtain the same or similar services elsewhere.

Deposits are non-refundable on the same basis. Where you pay a deposit to secure a build slot, that deposit immediately reserves production capacity that we cannot resell, and it is not returned if you cancel, go quiet or change your mind. The balance remains payable, and we may withhold launch, transfer or access until the account is paid in full.

Our satisfaction commitment is delivered through revisions and continued work as described in Section 7, not through refunds. Nothing in this section limits any rights you may have that cannot be waived under applicable law.

6. Chargebacks

Because our fees are non-refundable and work begins immediately, initiating a chargeback or payment dispute for services that have been started or delivered is a breach of these Terms. If a chargeback is filed, we may immediately suspend all services, take down or disable the website and related assets, revoke any licence granted to you under Section 11, and recover the disputed amount together with any fees, costs and reasonable legal expenses we incur. You agree that our records, including project files, timestamps, correspondence and version history, are sufficient evidence that work was performed.

7. Satisfaction guarantee and revisions

We stand behind our work through revisions. After we deliver your first build, you may request changes and we will make them until you are satisfied with the result, subject to the following:

• Revisions must relate to the agreed scope. New pages, new features and new requirements are out of scope and quoted separately.
• Revision requests must be consolidated and submitted in writing, and must be made within 14 days of delivery of the relevant build or revision.
• We may decline requests that are abusive, repetitive with no clear direction, or that ask us to rebuild the same element repeatedly without new feedback.
• Once the site is launched at your request, or once 14 days pass with no response from you, the project is considered accepted and further changes may be billed at our then-current rate.
• The satisfaction guarantee entitles you to further work. It does not entitle you to a refund.

8. Turnaround times

Our stated turnaround, including any 48-hour build commitment, begins when all of the following are complete: payment has cleared, your project questionnaire is submitted, and all required content and access described in Section 9 has been received. Turnaround excludes weekends and public holidays unless we confirm otherwise in writing, and pauses any time we are waiting on you.

Turnaround refers to delivery of the build for your review. It does not include your review time, revision rounds, or third-party steps outside our control such as domain transfers, DNS propagation, hosting approvals or app store reviews.

9. What we need from you

You agree to provide, promptly and in usable form: business and service information, logos and brand assets, images and media, any required copy, access credentials to domains, hosting and relevant accounts, and timely feedback at each review stage. You are responsible for the accuracy of everything you supply. Delays in providing these materials extend all timelines accordingly and do not entitle you to any refund or discount.

10. Your content and licences

You represent and warrant that you own or have the rights to all content you supply, including text, images, video, logos, trademarks, testimonials and third-party material, and that our use of it will not infringe any third party's rights or breach any law. You grant us a licence to use, reproduce, modify and publish that content for the purpose of delivering your project.

You are solely responsible for the legality and accuracy of claims published on your website, including pricing, guarantees, professional credentials, health or financial claims, and any regulated content. We may refuse to publish content we consider unlawful, misleading or harmful.

11. Ownership and intellectual property

On receipt of payment in full, you own the final website deliverables produced specifically for you, including your custom design files, page layouts and content as delivered.

We retain ownership of all pre-existing and background materials, including our frameworks, code libraries, components, templates, systems, processes, internal tools and know-how, together with any general improvements to them. You receive a non-exclusive, non-transferable licence to use those materials as embedded in your deliverables, for your own business, for as long as your account remains in good standing.

Third-party components such as themes, plugins, fonts and stock media remain subject to their own licences, which you agree to comply with. Until payment is received in full, all deliverables remain our property and any licence is suspended.

12. Hosting, domains and third-party services

Unless hosting is expressly included in your plan, you are responsible for your own hosting, domain registration, renewals, SSL certificates, email services and any third-party subscriptions. We are not responsible for downtime, data loss, price changes, suspension or termination by third-party providers. Where we manage these on your behalf, we do so as a convenience, and you remain responsible for the underlying fees.

Ongoing security updates, backups, plugin updates, monitoring and maintenance are not included in a one-time build. They are available as a separate service. Without an active maintenance plan, you are responsible for updating and securing your website after delivery.

13. SEO, advertising and performance

Search rankings, traffic, leads, conversions, sales and advertising returns depend on factors outside our control, including search engine and platform algorithms, competitor activity, market conditions, your pricing, your responsiveness to leads, and your own sales process. Except for any specific written commitment we make to you, we do not guarantee any particular ranking, traffic level, lead volume, conversion rate, return on ad spend, or revenue result.

Where we make a specific written ranking commitment, such as a first-page placement for agreed local search terms within an agreed timeframe, the following applies: the search terms, geographic area and measurement method must be agreed in writing in advance; measurement excludes personalised and logged-in results; paid placements, map packs and AI-generated answers are counted only if expressly agreed; and the commitment requires that you have implemented our recommendations and have not modified the site or its settings in ways that affect performance. If a written commitment is not met, our sole obligation is to continue the work at no additional cost until it is met. No refund is payable.

Past results shown on our website, in our ads or in our case studies reflect the performance of specific clients in specific markets and are not a promise of your results. Advertising services are further subject to the policies of Google, Meta and other platforms, which may reject accounts, ads or content at their discretion.

14. Cancellation and abandoned projects

You may stop a project at any time by telling us in writing. Fees already paid remain non-refundable, and any unpaid amounts for work performed become immediately due.

If you do not respond to our requests for content, feedback or approval for 30 consecutive days, we may treat the project as abandoned, close the file, and consider all deliverables accepted as they stand. Reactivating an abandoned project may require a new quote and a reactivation fee.

We may terminate this agreement and stop work if you breach these Terms, fail to pay, provide unlawful content, or behave abusively toward our team. In that case, fees paid are not refunded and any licence to our background materials ends.

15. Confidentiality

Each party agrees to keep the other's non-public business information confidential, to use it only for the purpose of this engagement, and to protect it with at least reasonable care. This does not apply to information that is public, already known, independently developed, or required to be disclosed by law. Our handling of personal information is described in our Privacy Policy.

16. Portfolio and testimonials

Unless you tell us otherwise in writing, you agree we may identify you as a client and display your completed website, along with your business name and logo, in our portfolio, case studies, proposals, social media and advertising. Any testimonial you give us may be published in whole or in edited form, provided the meaning is not changed. You may withdraw this permission at any time by writing to us, and we will remove the material from our own channels within a reasonable period.

17. Warranties and disclaimers

We will perform our services with reasonable skill and care, in a professional manner, using appropriately qualified people.

Other than that, and to the fullest extent permitted by law, our services and deliverables are provided "as is" and "as available", without warranties of any kind, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted or error-free operation, or that a website will be free of bugs or compatible with every browser, device or future software version.

We are not lawyers, accountants or compliance advisers. We do not provide legal, tax, medical, financial or regulatory advice, and you are responsible for ensuring your website and marketing comply with the laws and professional rules that apply to your industry, including accessibility, privacy, advertising and consumer protection requirements.

18. Limitation of liability

To the fullest extent permitted by law:

• Neither party is liable to the other for indirect, incidental, special, punitive or consequential damages, or for loss of profits, revenue, business, goodwill, data, rankings or anticipated savings, however caused, even if advised of the possibility.
• Our total aggregate liability arising out of or related to this agreement, whether in contract, tort, negligence, statute or otherwise, is limited to the total fees you actually paid us for the specific service giving rise to the claim during the three months immediately before the event that caused the claim.
• We are not liable for any loss arising from third-party platforms, hosting providers, plugins, payment processors, search engines or advertising platforms, or from your own acts, omissions, content or credentials.
• Any claim must be brought within one year of the event giving rise to it, or it is permanently barred, to the extent permitted by law.

19. Indemnity

You agree to defend, indemnify and hold harmless Oction, its owners, officers, employees and contractors from and against all claims, damages, losses, liabilities, fines and reasonable legal costs arising from: the content, claims or materials you supply or publish; your breach of these Terms; your violation of any law or any third party's intellectual property, privacy or other rights; your use of the deliverables after delivery; and any dispute between you and your own customers.

20. Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including outages of hosting, internet or platform services, cyber attacks, power failures, natural disasters, pandemics, labour disruption, war, or acts of government. Deadlines are extended for the duration of the event.

21. Acceptable use and conduct

You agree not to use our services for unlawful, deceptive or harmful purposes, including fraud, spam, malware, adult content involving minors, hate speech, harassment, or infringement of intellectual property. We reserve the right to decline or end any engagement that conflicts with our values or exposes us to legal risk, and to refuse industries or content we choose not to serve. We expect professional, respectful communication, and we may suspend or terminate services in response to abusive behaviour toward our team.

22. Dispute resolution and governing law

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable there, without regard to conflict of law rules.

Before starting any proceeding, the parties agree to first attempt to resolve the dispute in good faith through direct discussion for at least 30 days, and then through mediation in Vancouver, British Columbia if the discussion does not resolve it. Subject to that, the parties submit to the exclusive jurisdiction of the courts of British Columbia. Each party waives any right to participate in a class or representative proceeding, to the extent permitted by law.

23. Changes to these terms

We may update these Terms from time to time. The version posted here at the time you engage us governs your project. Continued use of our services after a change is posted constitutes acceptance of the updated Terms for future work.

24. General

These Terms, together with any signed proposal or statement of work and our Privacy Policy, are the entire agreement between us and replace all prior discussions, proposals and representations. If any provision is found unenforceable, it is modified to the minimum extent necessary and the remainder stays in force. A failure to enforce a provision is not a waiver of it. You may not assign this agreement without our written consent. We may assign it as part of a sale or reorganisation of our business. We work as an independent contractor, not as your employee, partner or agent. Sections covering payment, no refunds, chargebacks, ownership, confidentiality, disclaimers, limitation of liability, indemnity and governing law survive termination. Notices must be sent in writing to the email addresses the parties use for the engagement.

25. Contact

Oction Agency (Oction Agency)
Vancouver, British Columbia, Canada
info@octionagency.com
+1 (587) 896-4199