Terms of Service

1. Definitions

• "Services" means any website design, website development, digital strategy, Care & Maintenance, or related digital services provided by Growth Nest Media, as described in a proposal, quote, invoice, or written agreement between the parties.
• "Project" means a defined, one-time engagement to design and/or build a website or other deliverable, as distinct from an ongoing Care & Maintenance plan.
• "Deliverables" means the website, files, assets, and other materials Growth Nest Media produces and provides to the Client as the agreed output of a Project.
• "Content" means text, images, logos, video, copy, branding materials, and any other material supplied by the Client for use in the Project.
• "Third-Party Services" means any software, platform, hosting provider, domain registrar, plugin, theme, font, stock media library, payment processor, or other product or service not owned or operated by Growth Nest Media that is used in, or connected to, the Deliverables.

2. Acceptance of Terms

A Project begins, and these Terms take effect, once the Client confirms a proposal or quote in writing (including by email or reply to a written estimate) and/or submits the first payment requested by Growth Nest Media, whichever happens first. Continuing to work with Growth Nest Media after being notified of updated Terms constitutes acceptance of those updated Terms for any new Project or renewal term.

3. Services

Growth Nest Media provides website design, website development, and related digital solutions, which may include, without limitation: custom website design, front-end and back-end development, ongoing Care & Maintenance, search engine optimization (SEO) fundamentals, analytics setup, and general digital strategy consultation. The exact scope of Services for a given Project is the scope described in the applicable proposal, quote, or written agreement, and nothing outside that scope is included unless agreed to in writing and, where an additional fee applies, invoiced separately.

4. The Project Process

Projects generally proceed through the following stages, though the exact sequence and timing may vary by Project:

1. Discovery. Growth Nest Media and the Client discuss the Project's goals, audience, required pages or features, and what a successful outcome looks like.
2. Design & Build. Growth Nest Media designs and develops the Deliverables based on the agreed scope. Growth Nest Media will share progress updates with the Client at reasonable intervals during this stage; the Client does not receive a continuously live, publicly accessible preview link during active development unless the parties have separately agreed to that arrangement in writing.
3. Feedback & Revisions. Growth Nest Media presents the completed work to the Client for review. The Client provides feedback, and Growth Nest Media makes revisions, subject to Section 9 (Revisions).
4. Approval. The Client reviews the final version of the Deliverables and confirms, in writing, that it reflects what was requested and that Growth Nest Media is authorized to proceed to payment and/or publishing. See Section 8 (Approval Prior to Payment and Publishing).
5. Launch & Support. Once approved and paid for in full, the Deliverables are published/launched. Ongoing Care & Maintenance is available afterward as described in Section 14.

5. Client Responsibilities

A Project's timeline and outcome depend heavily on the Client's participation. The Client agrees to:

• Provide Content, feedback, approvals, and any requested information in a timely manner;
• Designate a single point of contact authorized to give feedback and approvals on the Client's behalf, unless otherwise agreed;
• Review drafts and deliverables promptly and provide clear, consolidated feedback rather than piecemeal or contradictory requests;
• Ensure that any Content supplied does not infringe the intellectual property, privacy, or other rights of any third party (see Section 6); and
• Maintain their own accounts, credentials, and access to any Third-Party Services the Client controls (e.g., domain registrar, hosting account, social media accounts) unless Growth Nest Media has expressly agreed to manage a specific account on the Client's behalf.

Delays caused by the Client's failure to meet these responsibilities may extend the Project timeline and do not constitute a delay or failure on the part of Growth Nest Media.

6. Content & Materials

The Client is solely responsible for the accuracy, legality, and rights clearance of any Content it supplies, including text, photography, logos, testimonials, and any claims made about the Client's products or services. The Client represents and warrants that it owns, or has the necessary licenses and permissions to use, all Content it provides, and agrees to indemnify Growth Nest Media against any claim arising from Content supplied by the Client, as further described in Section 18 (Indemnification). Where Growth Nest Media sources stock photography, fonts, icons, or similar assets on the Client's behalf, those assets remain subject to the license terms of their original provider, and Growth Nest Media will use commercially reasonable efforts to select assets licensed appropriately for the Client's intended use.

7. Fees, Payment & Invoicing

Fees for a Project are set out in the applicable proposal, quote, or invoice. Unless otherwise agreed in writing:

• Growth Nest Media may require an upfront deposit and/or milestone payments before work begins or continues on a Project, with the balance due upon the Client's approval described in Section 8;
• Invoices are payable by the date stated on the invoice, using the payment method(s) Growth Nest Media makes available at the time;
• Late payments may result in Growth Nest Media pausing work, delaying delivery, or suspending a live website or Care & Maintenance plan until payment is received; and
• All fees are quoted and payable in the currency stated on the applicable proposal or invoice, and are exclusive of any applicable taxes unless the quote states otherwise.

8. Approval Prior to Payment and Publishing

Growth Nest Media's process is built around a simple principle: the Client reviews and confirms, in writing, the scope, design direction, and final Content of a Project before any corresponding payment is collected, and again reviews and confirms the finished Deliverables before they are published or made publicly live. This means that by the time a payment is made or a website is published, the Client has already had the opportunity to review, request changes to, and explicitly approve exactly what they are receiving. This approval step is what makes the no-refund policy in Section 20 fair to both parties, and the Client acknowledges and agrees to this process by engaging Growth Nest Media's Services.

9. Revisions

The number of revision rounds included in a Project is set out in the applicable proposal or quote. Reasonable requests to refine work within the agreed scope are included; requests that materially expand the scope, add new pages or features, or revisit decisions the Client already approved in writing may be treated as a change order and quoted separately before Growth Nest Media proceeds with that additional work.

10. Project Timeline

Any timeline communicated by Growth Nest Media is an estimate based on the agreed scope and on the Client meeting its responsibilities under Section 5. Timelines may shift due to Client delays, scope changes, or factors outside Growth Nest Media's reasonable control (see Section 21, Force Majeure). Growth Nest Media will communicate promptly with the Client if a timeline is expected to change.

11. Ownership & Intellectual Property

Upon Growth Nest Media's receipt of payment in full for a Project, ownership of the final Deliverables created specifically for that Project (excluding any Third-Party Services and any pre-existing Growth Nest Media tools, frameworks, code libraries, or components described below) transfers to the Client. Until payment in full has been received, all Deliverables, drafts, and work product remain the property of Growth Nest Media, and the Client is not authorized to publish, distribute, or otherwise use them. Growth Nest Media retains ownership of, and may reuse in future projects, any general-purpose code, components, frameworks, or methods it develops or has developed that are not specific to the Client's brand or Content. Growth Nest Media may, unless the Client requests otherwise in writing, reference completed Projects and display the Deliverables in its own portfolio, case studies, and marketing materials.

12. Third-Party Products & Services

Deliverables may incorporate or depend on Third-Party Services, such as hosting platforms, form or email delivery tools, analytics platforms, content management systems, or payment processors. Growth Nest Media is not responsible for the availability, pricing, terms of service, security, or performance of any Third-Party Service, and the Client's use of any Third-Party Service is subject to that provider's own terms and policies. Where a Third-Party Service requires an account, subscription, or license fee, that cost is the Client's responsibility unless expressly stated otherwise in the applicable proposal.

13. Hosting & Domain Names

Unless the applicable proposal states that Growth Nest Media is providing or managing hosting or domain registration on the Client's behalf, the Client is solely responsible for purchasing, renewing, and maintaining its own domain name(s) and hosting account(s). Growth Nest Media is not responsible for any website downtime, data loss, or expired domain/hosting caused by the Client's own hosting provider, registrar, or account management.

14. Care & Maintenance Plans

Growth Nest Media offers an optional, recurring Care & Maintenance plan covering ongoing updates, monitoring, and small changes to a previously delivered website, billed on a monthly basis. A Care & Maintenance plan is separate from, and not required to receive, a one-time Project. Care & Maintenance plan fees are billed in advance for each billing period; payments already made for a current or past billing period are non-refundable, including if the Client cancels partway through a period. The Client may cancel a Care & Maintenance plan at any time to stop future billing — cancellation takes effect at the end of the then-current billing period.

15. Confidentiality

Each party agrees to keep confidential any non-public business, technical, or financial information disclosed by the other party in connection with a Project, and to use such information solely to perform its obligations under these Terms, except where disclosure is required by law. This obligation survives the completion or termination of a Project.

16. Warranties & Disclaimers

Growth Nest Media will perform the Services in a professional and workmanlike manner consistent with industry standards. Except as expressly stated in these Terms, the Services and Deliverables are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Growth Nest Media does not guarantee any specific business outcome, including but not limited to search engine rankings, traffic levels, lead volume, conversion rates, or revenue, and no statement by Growth Nest Media regarding potential results should be understood as a guarantee.

17. Limitation of Liability

To the fullest extent permitted by applicable law, Growth Nest Media's total liability arising out of or relating to a Project or these Terms — whether in contract, tort, or otherwise — will not exceed the total fees actually paid by the Client to Growth Nest Media for the Project giving rise to the claim. In no event will Growth Nest Media be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or loss of data, even if advised of the possibility of such damages.

18. Indemnification

The Client agrees to indemnify, defend, and hold harmless Growth Nest Media from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) Content supplied by the Client; (b) the Client's use of the Deliverables in violation of these Terms or applicable law; or (c) the Client's breach of any representation or warranty in these Terms.

19. Termination

Either party may terminate a Project in writing if the other party materially breaches these Terms and fails to cure that breach within a reasonable time after written notice. Growth Nest Media may also pause or terminate a Project if the Client fails to make a payment when due, fails to provide necessary Content or feedback for an extended period, or requests work that Growth Nest Media reasonably declines as unlawful, unethical, or outside its capabilities. Upon termination, the Client remains responsible for payment of all fees for work performed and expenses reasonably incurred up to the date of termination, and Section 20 governs whether any amount already paid is refundable.

20. Refund Policy — All Sales Are Final

Growth Nest Media is a service-based business: fees paid reflect time, expertise, and work already performed, and — as described in Section 8 — the Client confirms scope, design, and Content before payment and confirms the finished Deliverables before publishing. For this reason, all fees paid to Growth Nest Media are non-refundable, except in the limited circumstances below.

20.1 Why this policy exists

Because the Client approves the scope and direction before payment (Section 8), and approves the finished result before it goes live (Section 8), there is no scenario under normal use of this process in which the Client is charged for, or receives, something they did not already review and agree to.

20.2 Exceptions

Growth Nest Media will consider a refund only where:

• Growth Nest Media accepts payment for a Project and then fails to begin or deliver any work at all;
• A duplicate charge or clear billing error occurred (e.g., the Client was charged twice for the same invoice); or
• Growth Nest Media determines, at its sole discretion, that a refund is otherwise warranted.

Requests under this section must be sent in writing to kyle@growthnestmedialtd.com within a reasonable time of the charge and will be reviewed on a case-by-case basis. Submitting a request does not guarantee a refund will be issued.

20.3 Deposits and milestone payments

Where a Project involves an upfront deposit or milestone payments, each such payment is non-refundable once made, as it corresponds to work already scoped, scheduled, and/or performed for that stage of the Project.

20.4 Chargebacks and payment disputes

If the Client has a concern about a charge, the Client agrees to contact Growth Nest Media directly at kyle@growthnestmedialtd.com first, before filing a chargeback or payment dispute with their bank or card issuer. Because this process includes written Client approval before payment and before publishing (Section 8), Growth Nest Media will contest any chargeback or dispute using those written approvals, project correspondence, and these Terms as evidence that the Services were delivered and approved as agreed. Filing a chargeback without first attempting to resolve the matter directly is a breach of these Terms.

21. Force Majeure

Neither party will be liable for any delay or failure to perform resulting from causes beyond that party's reasonable control, including natural disasters, internet or power outages, acts of government, labor disputes, or widespread outages of Third-Party Services on which the Project depends.

22. Governing Law & Disputes

These Terms are governed by the laws of the Province of Newfoundland and Labrador, Canada, without regard to its conflict-of-law principles, and the parties submit to the exclusive jurisdiction of the courts located there for any dispute not resolved informally. Before initiating any formal proceeding, the parties agree to first attempt in good faith to resolve any dispute through direct discussion.

23. General Provisions

Entire Agreement. These Terms, together with the applicable proposal, quote, or invoice, constitute the entire agreement between the parties regarding a Project and supersede any prior discussions or agreements on the same subject.

Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.

No Waiver. Growth Nest Media's failure to enforce any provision of these Terms is not a waiver of its right to do so later.

Assignment. The Client may not assign these Terms or any Project without Growth Nest Media's prior written consent. Growth Nest Media may assign these Terms in connection with a merger, acquisition, or sale of its business.

Independent Contractor. Growth Nest Media performs Services as an independent contractor, and nothing in these Terms creates a partnership, joint venture, or employment relationship between the parties.

24. Changes to These Terms

Growth Nest Media may update these Terms from time to time. The version in effect for a given Project is the version published at the time that Project is confirmed under Section 2, unless a specific written agreement between the parties states otherwise. Material changes affecting an active, ongoing Care & Maintenance plan will be communicated to the Client in advance.

25. Contact

Questions about these Terms can be sent to kyle@growthnestmedialtd.com.