Founding Program Agreement governing the design and build of a production-ready Digital Profile system, provided at no cost, together with ongoing Managed Services provided on a monthly subscription basis.
This Agreement is entered into between:
EXFETCH ("Provider"), a digital infrastructure company based in Toronto, Ontario, Canada.
And the party identified above as Client ("Client").
By agreeing to the Digital Profile service and subscribing to Managed Services, the Client agrees to be bound by this Agreement in full.
EXFETCH will design and build a production-ready Digital Profile system for the Client at no build cost, as part of EXFETCH's Founding Program. In exchange, the Client subscribes to Managed Services at £675/month, billed monthly, with no minimum term. EXFETCH hosts, secures, and manages the delivered site as part of Managed Services. The site remains the property of EXFETCH; if the Client cancels Managed Services, EXFETCH will take the site down (see Section 5, Ownership & Hosting).
The Digital Profile includes:
Any work outside this scope will be quoted separately as an add-on. Hosting, security, and the core operational work described in Section 7 are included as part of the Managed Services subscription for as long as it remains active.
Because the Digital Profile is provided at no build cost, EXFETCH retains ownership of the delivered site and its hosting for as long as this Agreement is in effect:
No website files, source code, design assets, or other build materials are provided to the Client at any point under this Agreement — not on delivery, not during the subscription, and not upon cancellation. The Client's access is limited to using the live, hosted site and the Client Portal described above.
All intellectual property in the delivered Digital Profile — including HTML, CSS, copy, and design assets created specifically for the Client's project — remains the property of EXFETCH for the duration of this Agreement, licensed to the Client for use as their live site while Managed Services is active.
EXFETCH retains all intellectual property rights in its internal systems, frameworks, templates, and methodologies. The Client may not resell, license, distribute, or independently host EXFETCH-built components.
For the duration of an active subscription, Managed Services includes:
Work beyond standard scope (new pages, campaign design from scratch, events beyond a simple listing, photography/video, structural redesigns, or new third-party integrations) is quoted separately as an add-on.
The Client's domain remains registered to and owned by Morley's Chicken at all times. EXFETCH will coordinate a one-time DNS change to point the domain at the hosted Digital Profile; this does not transfer domain ownership or registration.
This Agreement does NOT include:
The Client agrees to:
EXFETCH is not responsible for:
Total liability under this Agreement is limited to the fees paid by the Client.
This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Where the Client is located in the United Kingdom, the Agreement is also governed by the laws of England and Wales. Both parties submit to the non-exclusive jurisdiction of the courts of Ontario, and for UK-based Clients, the courts of England and Wales.
Any dispute arising from this Agreement shall first be subject to good-faith negotiation between the parties. If unresolved within 30 days, disputes shall be submitted to mediation in Toronto, Ontario before proceeding to the courts of the Province of Ontario.
The Client may cancel Managed Services at any time, with no minimum term, no cancellation fee, and no notice period required. Cancellation takes effect at the end of the current billing month.
Effect of cancellation. Because EXFETCH owns and hosts the Digital Profile as part of Managed Services, cancellation results in the site being taken down. EXFETCH will not, under any circumstances, provide the Client with website files, source code, design assets, or any other build materials — whether upon cancellation, termination, or at any other point during or after this Agreement. The Client's domain (see Section 8) remains theirs and may be pointed elsewhere at their discretion.
EXFETCH may terminate this Agreement for non-payment, with notice, in which case the same effect described above applies.
In connection with the Founding Program build fee of £0, the Client grants EXFETCH the right to use the Client's brand name, logo, site screenshots, and site URL as a reference and case study in EXFETCH's portfolio, proposals, and marketing materials. EXFETCH will not disclose the Client's specific pricing or the terms of this Agreement to any third party. This right survives termination of Managed Services.
This Agreement, together with the EXFETCH Terms of Service and Privacy Policy, constitutes the entire agreement between the parties for the Digital Profile service. No prior representations or understandings, verbal or written, shall modify this Agreement.
By signing below, both parties agree to the terms of this Agreement.
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