Terms of Use

These General Terms and Conditions (the "Terms") govern the use of the delpacto.com website (including delpacto.ca) and the provision of Delpacto's services to its clients.

Delpacto is an agency specializing in Shopify and e-commerce. It offers, among other things, Shopify store creation, improvement of existing sites (UX and UI), SEO and GEO optimization, speed optimization, custom Liquid development, branding and visual identity, email marketing, GA4 analysis and store audits.

1. Definitions

• "Delpacto," "we" or "our" means Phonio Technologies Inc. operating the Delpacto brand;
• "Client" means any business, organization or person acting for professional purposes that requests or receives Services;
• "Services" means the services offered by Delpacto, in whatever form (project, package, audit, monthly subscription);
• "Quote" means any proposal, service offer or estimate sent by Delpacto;
• "Service Agreement" means the Quote accepted by the Client or any contract signed by the parties;
• "Deliverables" means the items created by Delpacto for the Client as part of an engagement (design, code, copy, files, reports);
• "Site" means the delpacto.com website.

2. Scope and applicable documents

These Terms apply to the use of the Site and to any Quote or Service Agreement, unless the latter expressly depart from them. In the event of a conflict, the following documents apply in this order of priority:

1. any specific contract signed by Delpacto and the Client;
2. the accepted Quote and its appendices;
3. these Terms;
4. the other policies published on the Site, including the Privacy Policy and the Cookie Policy.

The Client accepts the Terms when it accepts a Quote, signs a Service Agreement, makes a payment, provides us with the access or content needed for an engagement, or uses the Site after having had the opportunity to review them.

3. Use of the Site

The Site is provided for information purposes and to allow you to contact us and request an appointment. You agree not to:

• use the Site in an unlawful, misleading or harmful manner;
• attempt to gain unauthorized access to our systems, disrupt their operation or introduce malicious code;
• automatically scrape the Site's content (bots, scraping scripts) without our authorization;
• submit through the contact form inaccurate information, a third party's information without authorization, or sensitive data that is not necessary for your request.

We strive to keep the Site available and up to date, but we do not guarantee continuous access or the absence of errors. The content of the Site is general in nature and constitutes neither professional advice nor a firm offer.

4. Appointments and initial communications

An appointment request or preliminary conversation is free of charge and creates no obligation, either for you or for us. An engagement exists only from the acceptance of a Quote or the signing of a Service Agreement.

5. Quotes

A Quote describes the Services, the Deliverables, the fees, the estimated schedule and the payment terms. It remains valid for 30 days from its date, unless otherwise indicated. It is based on the information provided by the Client; if the actual scope of the engagement differs significantly (additional features, extra pages, unforeseen integrations), we may adjust the Quote or propose an amendment, which must be accepted before the additional work is carried out.

6. Performance of the Services

Delpacto performs the Services with care, in accordance with professional standards and usual industry practices. Delpacto has an obligation of means and determines the methods, tools and resources required, including the use of partners and subcontractors under a confidentiality obligation.

7. Client cooperation

The success of an engagement depends on the Client's cooperation. The Client agrees to:

• provide in a timely manner the content, images, copy, access (for example, collaborator access to its Shopify store), decisions and approvals required;
• designate a contact person with the authority to approve the deliverables;
• ensure that it holds the rights to the content it provides to us (copy, images, logos, fonts, trademarks, products);
• comply with the laws applicable to its business, in particular regarding consumer protection, advertising and the protection of personal information.

The timelines indicated are estimates. Any delay by the Client in providing the required items or giving its approvals pushes back the schedule accordingly, without liability on our part.

8. Revisions and acceptance of deliverables

Unless otherwise indicated in the Quote, two (2) rounds of revisions are included for each major Deliverable. A round of revisions groups together all of the Client's comments submitted at one time. Changes requested after the approval of a stage, or that alter the initial scope, may be billed at the current hourly rate or be the subject of an amendment.

A Deliverable is deemed accepted when the Client approves it in writing, publishes it or uses it, or in the absence of comments within 10 business days of its delivery.

9. Fees, taxes and payment

• Prices are in Canadian dollars and applicable taxes (GST and QST) are extra.
• Unless otherwise indicated in the Quote, a project is billed with a 40% deposit upon acceptance, the balance being payable on delivery or before going live.
• Recurring services (for example, ongoing SEO/GEO optimization, email marketing or monthly support) are billed in advance, each month.
• Invoices are payable within 15 days of their date, by bank transfer, Interac e-Transfer or any other method accepted by Delpacto.
• Overdue amounts bear simple interest at the rate of 1.5% per month (18% per year), to the extent permitted by law. Delpacto may also claim reasonable collection costs.
• Third-party costs (themes, apps, fonts, domains, image banks, advertising platforms, licenses) are not included in our fees unless expressly stated; they are the Client's responsibility, and the Client must hold its own accounts and licenses.
• The advertising budget (Google, Meta and others) is paid directly by the Client to the platform.

Delpacto may suspend the Services, withhold the Deliverables or remove access to an unpaid deliverable for as long as any amount due remains unpaid.

10. Intellectual property

Client Deliverables. Subject to full payment of the amounts due, Delpacto assigns to the Client the rights in the Deliverables created specifically for it (design, copy, visual identity, custom code), for its use. Until payment is complete, the Client holds only a revocable license of use.

Delpacto's tools and know-how. Delpacto retains all rights in its methods, tools, components, generic code snippets, libraries, templates and know-how that pre-exist or are developed independently of the engagement. Where they are incorporated into a Deliverable, Delpacto grants the Client a non-exclusive, perpetual, non-transferable license to use them with that Deliverable.

Third-party elements. Third-party themes, apps, fonts, images, libraries and services remain subject to their own licenses and terms, which the Client must comply with.

Client content. The Client remains the owner of its content (copy, images, logos, trademarks, data) and grants us the right to use it to the extent necessary to carry out the engagement.

Portfolio. Unless the Client gives written notice otherwise, Delpacto may mention the engagement, the company's name and screenshots of the result in its portfolio, case studies and communications, without disclosing confidential information or unauthorized performance data.

11. No guarantee of results

Organic search, visibility in search engines and AI answer engines (GEO), advertising, email marketing and the growth of a store depend on many factors beyond our control: platform algorithms and policies, competition, quality of the offer, budget, seasonality, consumer behavior. Delpacto does not guarantee any specific result (ranking, traffic, citation by an AI engine, conversion rate, sales, return on investment) and cannot be held liable for any gap between expected and actual results, except for an express written commitment in the Service Agreement.

12. Third-party platforms and services

Our Services rely in part on independent platforms (for example Shopify, Google, Meta, Klaviyo, Microsoft). These platforms may change their features, prices, policies or availability at any time. Delpacto is not responsible for these changes or for third-party service interruptions. Delpacto is an independent agency and is not affiliated with any of these platforms, unless expressly stated otherwise. Third-party names and trademarks belong to their respective owners.

13. Hosting, maintenance and support

Unless otherwise stated in the Service Agreement, Delpacto does not host the Client's store (hosting is provided by Shopify, according to the Client's subscription) and does not provide ongoing maintenance after delivery. Support, maintenance, theme updates and later changes may be covered by a separate plan.

14. Warranty of correction

For 30 days following delivery, Delpacto corrects free of charge any malfunction of the code or configuration that it carried out itself, when reported in writing and reproducible. This warranty does not cover:

• changes made by the Client or by a third party after delivery;
• problems caused by a third-party app, theme or service, or by a platform update;
• requests for new features or design changes;
• use that does not comply with the instructions provided.

15. Confidentiality

Each party agrees to keep confidential the other party's non-public information obtained in the course of an engagement (financial information, access, client data, strategies, prices) and to use it only for the purposes of the engagement. This obligation does not apply to information that is public, already known, lawfully obtained from a third party or whose disclosure is required by law. It survives the end of the engagement.

16. Protection of personal information

Delpacto processes the personal information collected through its Site in accordance with its Privacy Policy. Where we have access to the Client's store data (for example, information about its own customers), we process it only to perform the engagement, according to its instructions and with reasonable security measures. The Client remains responsible for its own obligations to its customers, including obtaining consents, maintaining its privacy policies and complying with applicable laws. The Client must limit the access it gives us to what is necessary and remove it at the end of the engagement.

17. Term, cancellation and termination

Projects. The Client may end a project at any time by written notice. It must then pay for the work completed up to the date of the notice (calculated in good faith according to progress or the current hourly rate), the third-party costs incurred and, where applicable, any non-cancellable commitments made on its behalf. The deposit paid is non-refundable to the extent that it corresponds to work performed or costs incurred.

Recurring services. Unless otherwise indicated, monthly services renew automatically each month and may be terminated by either party with 30 days' written notice. No refund is given for a month already begun.

Termination for breach. Each party may terminate the Service Agreement if the other party commits a material breach and fails to remedy it within 10 days of written notice. Delpacto may terminate immediately in the event of non-payment, fraud, illegal content or abusive behavior.

The end of an engagement does not release the Client from its payment obligations, or from those that by their nature survive termination (intellectual property, confidentiality, limitation of liability).

18. Limitation of liability

To the fullest extent permitted by law, Delpacto is not liable for indirect, consequential or special damages, including loss of profits, revenue, customers, business opportunities, data or reputation, or for the interruption of the Client's activities.

Subject to obligations that cannot be limited, Delpacto's total liability for any claim, whatever its cause, is limited to the amount of fees actually paid by the Client for the engagement concerned during the 12 months preceding the event giving rise to the claim.

Nothing in these Terms is intended to exclude or limit liability resulting from intentional fault or gross negligence, or liability for bodily or moral injury where its exclusion is prohibited, or any other right that cannot be waived under the law.

19. Indemnification

The Client agrees to indemnify Delpacto against third-party claims, as well as the reasonable damages, costs and expenses directly arising from them, where they result from the content, trademarks, products or instructions provided by the Client, from the infringement of third-party rights by those items, or from the Client's unlawful use of the Deliverables. This obligation does not apply to the extent the claim results from a fault of Delpacto for which it cannot lawfully exclude its liability.

20. Force majeure

Neither party is liable for a delay or failure caused by an event beyond its reasonable control, including a natural disaster, power or network outage, cyberattack, major interruption of a third-party platform, strike, pandemic or government measure. The obligations affected are suspended for the duration of the impediment.

21. Electronic communications

The Client consents to receiving quotes, invoices, notices, updates and communications related to the Services electronically. It must keep its contact details up to date. Delpacto's electronic records may be used to establish transactions, subject to any admissible evidence to the contrary.

22. Changes to the Terms

Delpacto may amend these Terms for the future. The version applicable to an engagement is the one in force at the time the Quote is accepted, unless otherwise agreed or required by law. Changes to the Site take effect upon publication, with the update date shown at the top of the page.

23. General provisions

• Severability. If a provision is declared invalid or unenforceable, it is interpreted or reduced to the extent necessary; the other provisions remain in force.
• Waiver. Failure to exercise a right immediately does not constitute a waiver of it.
• Assignment. The Client may not assign its rights or obligations without our written authorization. Delpacto may assign them as part of a reorganization, financing or sale of the business.
• Relationship between the parties. The parties are independent businesses; nothing creates a partnership, mandate or employment relationship between them.
• Entire agreement. These Terms, the accepted Quote and the documents forming part of it constitute the agreement between the parties regarding the engagement.

24. Governing law and dispute resolution

These Terms and any engagement are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein.

Before commencing legal proceedings, the party that believes it has a grievance sends the other a written notice describing the dispute and the solution sought. The parties then attempt to resolve it in good faith for a reasonable period, normally 15 days. Failing resolution, the competent courts of the judicial district of Quebec have exclusive jurisdiction, subject to any mandatory rule to the contrary. The parties may voluntarily agree to mediation. No mandatory arbitration is imposed by these Terms.

25. Language

The parties have expressly required that these Terms and related documents be drafted in French. An English version may be made available for convenience; in the event of a discrepancy, the French version prevails, subject to the parties' express agreement to contract in English after having had access to the French version. The mandatory rights provided by the Charter of the French Language remain applicable.

The parties have expressly required that these Terms and related documents be drafted in French.

26. Contact us