Introduction
These Terms of Service (“Terms”) govern engagements between Vigorous Software Inc. (“Vigorous Software,” “we,” “us,” or “our”) and clients (“you” or “Client”). By signing a proposal, statement of work, or retainer agreement, you agree to these Terms.
Services & Engagement Model
We provide software consulting, design, engineering, and ongoing support services defined in the applicable statement of work or proposal (collectively, “Services”). Delivery may include on-site and remote collaboration.
Proposals & Acceptance
Engagements begin when you approve a written proposal, retainer, or statement of work outlining scope, timeline, fees, and deliverables. Conflicting purchase orders or terms you provide will not apply unless expressly accepted in writing by Vigorous Software.
Responsibilities
Client responsibilities: Provide timely access to stakeholders, systems, and information; review deliverables promptly; and appoint a primary point of contact. Vigorous Software responsibilities: Deliver the Services with professional skill, communicate progress, and raise risks or blockers quickly.
Fees & Payment
Fees follow the structure in your statement of work, including milestone invoices, retainers, or time-and-materials billing. Payments are due within 15 days of invoice unless otherwise specified. Late payments may accrue interest at 1.5% per month (or the maximum permitted by law). Travel or out-of-pocket expenses will be pre-approved and invoiced separately.
Intellectual Property
Upon full payment of applicable fees, you own the deliverables, documentation, and data created specifically for you. Vigorous Software retains ownership of pre-existing materials, internal tools, reusable components, and methodologies. We grant you a license to use these supporting assets as incorporated in the deliverables.
Confidentiality
Both parties agree to keep confidential information secure and use it solely for fulfilling the engagement. Confidentiality obligations survive termination of the Services.
Data & Security
Each party is responsible for maintaining appropriate security measures for its systems. Vigorous Software employs security practices aligned with SOC2-style controls. You are responsible for ensuring that your infrastructure, data sources, and third-party accounts remain secure and accessible for the project.
Warranties & Disclaimers
We warrant that Services will be performed in a professional manner. Software deliverables are provided “as-is,” with a 30-day window for remediating material defects identified after launch. Except as expressly stated, we disclaim all other warranties, including implied warranties of merchantability or fitness for a particular purpose.
Limitation of Liability
To the maximum extent permitted by law, neither party is liable for indirect, consequential, incidental, special, or punitive damages. Our aggregate liability under these Terms will not exceed the fees paid to us for the Services at issue.
Termination
Either party may terminate the Services with 15 days’ written notice. You will pay for work completed, committed resources, and expenses incurred through the termination date.
Governing Law
These Terms are governed by the laws of the Province of Ontario, Canada, without regard to conflict-of-law principles. Disputes will be resolved in the courts located in Toronto, Ontario.
Updates
We may update these Terms to reflect changes in our Services or legal requirements. The latest version will be posted on this page with an updated effective date. Continued use of the Services after updates constitutes acceptance.
Contact
Questions about these Terms can be directed to support@vigoroussoftware.com or by calling +1 (647) 370-2399.