Goose Digital Terms of Service
Effective Date: October 30, 2025
These Terms of Service (the “Agreement“) set forth the terms and conditions of Your use of Goose Digital’s services (“Services”).
In this Agreement, “You“, “Your“, “Customer” refer to You as the user of Our Services, or any agent, employee, contractor, or person authorized by You to use the Services or act on Your behalf. The “Company“, “Goose Digital“, “We“, “us” and “our” refer to Turcsanyi Consulting Inc. o/a Goose Digital. Unless superseded by an alternative, fully executed Master Services Agreement, this Agreement explains Our obligations to You and explains Your obligations to Us for the Services provided by Goose Digital as set forth in your Quote, Statement of Work (SOW), or other Order Form(s) (“Order”).
Key Agreement Sections
1. Entire Agreement
This Agreement, including the Company’s Acceptable Use Policy (“AUP“) and all other documents incorporated herein by reference, constitutes the entire agreement between the Customer and the Company. This Agreement supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between Goose Digital and the Customer (the “Parties“).
2. Modification of Agreement
You agree that Goose Digital may modify this Agreement and the Services it offers to You from time to time. You agree to be bound by any changes Goose Digital may reasonably make to this Agreement when such changes are made.
3. Term
The term of this Agreement shall be the period set forth in the Order, commencing upon the date specified in the Order (“Initial Term“). This Agreement shall not automatically renew. Upon the expiration of the Initial Term, or upon completion of all Services defined in the Order (if earlier), this Agreement shall automatically terminate. Continuation of Services thereafter shall require a new executed Order or a separate Master Services Agreement.
4. Services
(a) Due Dates: Goose Digital agrees to deliver against the timelines set forth in the Order and will make every effort to meet agreed upon due dates. The Customer acknowledges that failure to submit required information, payment, or materials on time may cause delays.
(b) Standard Rates: Unless otherwise set forth on the Order, the rate for any Customer approved changes requests, onsite meetings time, travel time, or overages will be charged at $175.00 per hour.
(c) Additional Services: Any work not specified on the Order will be considered an additional service (“Additional Services”). Additional Services will require a separate Order, which must be signed off on by the Customer prior to Goose Digital performing the work.
(e) Assignment of Work: Goose Digital reserves the right to assign other designers or subcontractors to the Work. Goose Digital shall bear all liability for the actions or inaction of any and all such designers and sub-contractors.
(g) Hours of Operation: Goose Digital’s standard support hours are from 9am – 7pm Eastern Time. Last minute or emergency requests will have a 20% premium added. After hours support is available at an additional per hour fee of $225.00 per hour.
5. Fees and Payment
(a) Payment Terms: You agree to pay Goose Digital the fees for Services identified on the Order. Payments will be made via standard wire transfer, credit card, or cheque within ten (10) business days of receipt of the invoice. Failure by You, for whatever reason, to respond within seven (7) business days to inquiries related to this Agreement… will constitute a material breach of this Agreement.
(b) Overdue Accounts: All fees not paid within thirty (30) days of their due date may be subject to a late charge calculated at a rate of 2% per month. Company may suspend Services if the Customer has any balance forty-five (45) days or more past due. Company may terminate the Customer’s Order if the Customer has any balance sixty (60) days or more past due.
(c) Sales Tax: The Customer shall pay all sales, excise, and other value-added taxes, duties, or levies of any kind whatsoever imposed by any authority, government agency, or commission in connection with the Services provided under this Agreement. The Customer will not withhold any amounts from its payments to GOOSE DIGITAL for payment of taxes.
(d) Disputes: To dispute a fee, Customer must present a written statement with supporting documentation no later than fifteen (15) days after the date of the invoice. Except as expressly set out herein, all amounts paid to Goose Digital under this agreement are non-refundable.
6. Governing Law
This Agreement shall be interpreted in accordance with and be governed in all respects by the laws of the Province of Ontario and the laws of Canada applicable therein. The courts of Ontario shall have exclusive jurisdiction to entertain any action or proceeding brought by the parties.
7. Termination of Agreement
Upon the termination of this Agreement, the Company will not be liable to the Customer for any damages, expenditures, loss of profits, or prospective profits. All Customer application instances and data will be deleted. The Company may terminate the Agreement upon fifteen (15) days prior written notice and opportunity to cure upon a material breach. Customer may terminate the Agreement upon Company’s failure to cure a material breach within thirty (30) days of receiving written notice.
8. Warranty / Limitation of Liability
(a) Warranty and Disclaimer: The Company warrants that the Services will, in all material respects, conform to the description of Services provided in the Services Portfolio. THE COMPANY MAKES NO WARRANTIES, GUARANTEES, REPRESENTATIONS OR ENDORSEMENTS, EXPRESS OR IMPLIED, AS TO THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABLE QUALITY OR FITNESS FOR PARTICULAR PURPOSE.
(b) Limitation of Liability: Neither party shall be liable for any special, punitive, indirect, or consequential losses or damages, including but not limited to loss of profit, lost business revenue, or lost or damaged data. For all claims arising under this Agreement, the Company’s liability is subject to the following caps:
(i) General Claims Cap: For all claims that do not fall under Section 8(b)(ii) below, THE COMPANY SHALL IN NO EVENT BE LIABLE TO THE CUSTOMER FOR AN AMOUNT GREATER THAN THE AMOUNT PAID BY THE CUSTOMER TO COMPANY FOR THE SERVICES IN THE THREE (3) MONTHS PRIOR TO NOTICE OF THE CLAIM.
(ii) High-Liability Claims Cap: Notwithstanding Section 8(b)(i), the Company’s maximum aggregate liability to Customer for claims arising from: (A) BODILY INJURY; (B) GROSS NEGLIGENCE or WILLFUL MISCONDUCT; (C) UNAUTHORIZED USE OF CUSTOMER’S CONFIDENTIAL INFORMATION by an authorized agent of the Company; (D) the Company’s indemnification obligations under Section 8(c); and (E) the Company’s indemnification obligations under Section 8(d), SHALL NOT EXCEED TWO HUNDRED AND FIFTY THOUSAND CANADIAN DOLLARS ($250,000 CAD).
(c) Intellectual Property Indemnity: Customer agrees to indemnify and save harmless the Company from third party liabilities, costs and expenses… to the extent directly out of Customer’s material breach of this Agreement. The Customer shall specifically indemnify, defend, and hold harmless Goose Digital from all claims, costs, liabilities, and damages (including reasonable legal fees) arising from or relating to any actual or alleged infringement of a third party’s intellectual property rights to the extent such infringement arises from: (i) Goose Digital’s use of materials, content, designs, or data provided by the CLIENT; or (ii) Goose Digital’s implementation of a service feature strictly in accordance with the CLIENT’s specific directions or instructions.
(d) PIPEDA and CASL Indemnity: Notwithstanding any limitation of liability, Customer agrees that it shall indemnify, defend and hold Company harmless from any and all claims, costs, liabilities and damages which arise from or relate to Customers failure to comply in the conduct of its business with the Canada Anti-Spam Law (“CASL”) and/or the Personal Information Protection and Electronic Documents (“PIPEDA”) Act.
9. Confidentiality of Customer and Personal Information
The Order, the Services Portfolio, and information concerning Company’s facilities shall be deemed Confidential Information. Customer owns and retains all right, title and interest in all intellectual property rights pertaining to the Customer’s software and data (“Customer Data”), subject only to the Company’s right to access and use the Customer Data for the benefit of the Customer in connection with providing Services.
10. Rights to Intellectual Property
All copyright and other rights held by the Company in all materials provided by it to the Customer as part of the Work shall be assigned and hereby are assigned to the Customer by the Company upon completion of such materials and receipt by the Company of payment for the related portion of the relevant Order. The Company waives any and all moral rights and rights of attribution in all materials. Customer grants Company a non-exclusive, royalty free, worldwide license to use Customer’s trademarks for the purposes of marketing and promoting Customer’s services to the public.
11. Force Majeure
The Company shall not be liable for any delay or failure in performance of Services due to events beyond the Company’s direct control, including war, riot, strikes, fire, flood, pandemics, acts of God, or government intervention.
12. Miscellaneous
Sections related to No Agency Relationship, Enforceability, Assignment and Resale, Acceptable Use Policy, Unlawful Use of Services, Administrative Access, No Solicitation, Data Backups and Restores, Publication, Headings, and Survivability are incorporated herein by reference from the 2025 Terms of Service.