Service Terms (Client Agreement Summary)

Effective date: December 24, 2025

These Service Terms (“Service Terms”) describe baseline terms that may apply when you engage Tristan Salisbury(operating as BearPack Online Services, “BearPack”, “we”, “us”, “our”) for custom development, automation, bot development, or related services.

Final terms for any project are set out in a written proposal, statement of work (“SOW”), master services agreement (“MSA”), or invoice that references these Service Terms. If there is a conflict, the signed SOW/MSA controls.

1) Engagement models (one-time builds)

• Fixed-scope builds (defined deliverables and price)
• Milestone delivery (larger projects split into milestones)
• Prepaid support blocks (optional post-launch support; pay once for a 2/5/10 hour block, no auto-renew)

2) Scope and change control

• Work is limited to what is described in the SOW/proposal.
• Changes are handled through a written change request (scope, cost, and timeline impact).

3) Client responsibilities

You agree to provide timely:

• Requirements, approvals, and content
• Access to systems/accounts needed to perform work (hosting, APIs, repos, Discord, etc.)
• A point of contact empowered to make decisions

Delays in client inputs may extend timelines.

4) Deliverables, acceptance, and launch

• Deliverables are deemed accepted when (a) you confirm acceptance in writing, or (b) you put the deliverable into production use, or (c) 5 business days pass after delivery with no material issues reported.
• We recommend a staging environment prior to production deployment where feasible.

5) Fees, invoices, and payment

• Pricing is fixed-scope unless otherwise stated in the SOW/proposal/invoice.
• Standard payment structure: 50% deposit (to schedule work), 50% on delivery (at project completion).
• Milestone projects: For builds over $5,000 USD, invoices are split across milestones (typically 50% up-front, remaining split across 2–3 milestones).
• Prepaid support blocks (if chosen) are invoiced in full up-front and do not auto-renew. Separate monthly retainers are only available if explicitly agreed in a written SOW/MSA.
• Payment terms: Net 7 (payment due within 7 days of invoice).
• Late payments may pause work and may incur interest/fees where permitted by law.

6) Expenses and third-party costs

You are responsible for third-party fees unless explicitly included (hosting, domains, paid APIs, email/SMS providers, premium plugins, etc.).

7) Intellectual property

• Client-owned deliverables: Upon full payment, you receive ownership of the custom deliverables created specifically for your project.
• Pre-existing materials: We retain ownership of our pre-existing tools, libraries, frameworks, templates, and know-how. We grant you a license to use them only as embedded in the deliverables.
• Third-party materials: Open-source and third-party components remain subject to their licenses.

If you need full assignment of all rights including underlying frameworks, that must be stated in writing and may change pricing.

7.5) Handoff & Credentials Transfer

At delivery, we provide the following artifacts to ensure smooth ownership transfer:

• Repository access: GitHub/GitLab repository with write permissions transferred to your account or team
• Environment variables & secrets: API keys, database credentials, API tokens shared securely (password manager, encrypted file, or encrypted email)
• Hosting account access: Administrator access to hosting account (Vercel, Heroku, AWS, etc.) transferred to your control
• Deployment runbook: Step-by-step guide to deploy updates, perform rollbacks, and troubleshoot common issues
• CI/CD pipeline: GitHub Actions (or equivalent) configured and documented for automated deployments
• Support during acceptance: 14-day defect warranty covers scope-aligned bugs found during the 5-business-day acceptance window

8) Confidentiality

Each party agrees to keep confidential information secret and use it only to perform under the agreement, subject to standard exceptions (public info, independently developed, lawful disclosure, etc.).

9) Warranties and support

• We provide services in a professional and workmanlike manner.
• Unless otherwise agreed, custom development is not a guarantee of specific business outcomes.
• Post-launch support/maintenance is available via prepaid support blocks or a separate support agreement (if desired).
• Warranty exclusions: We are not responsible for issues caused by third-party service outages, incompatibilities with systems outside our control, client-requested changes to scope, or issues arising from client-managed infrastructure.

9a) Force majeure

We are not liable for delays or failures to perform caused by events beyond our reasonable control, including but not limited to natural disasters, pandemics, war, government actions, or third-party infrastructure failures.

9b) Independent contractor

Nothing in these Service Terms creates an employment relationship, partnership, or joint venture. BearPack is an independent contractor providing services to you. We are not your agent or representative.

10) Security and data handling

• We use reasonable safeguards appropriate to the project and data sensitivity.
• You remain responsible for access management on your systems (admin accounts, API keys, credentials).
• If personal information is processed, both parties agree to cooperate on privacy obligations consistent with applicable law.

11) Limitation of liability

To the maximum extent permitted by law:

• We are not liable for indirect, incidental, special, consequential, or punitive damages.
• Our aggregate liability for claims related to the services is limited to the fees paid for the services giving rise to the claim during the 3 months, unless otherwise required by law.

12) Term and termination

• Either party may terminate for material breach not cured within 10 business days after notice.
• You may terminate for convenience with written notice; you remain responsible for fees for work performed and committed costs through the termination date.

13) Dispute resolution

We prefer informal resolution first. If unresolved, disputes will be handled in Ontario, Canada courts (or as otherwise stated in the SOW/MSA).

14) Contact

Email: ArctiCasters@gmail.com
Mail:
Tristan Salisbury
2375 Tecumseh Rd W, Unit 1 #1255
Windsor, ON N9B 1W2
Canada