Terms of Service

BLACK LAYERS CORP. (“Black Layers”, “we”, “us”) is a corporation registered in Alberta, Canada, based in Calgary. “You” or the “Client” means the person or company engaging us.

These Terms apply together with a written Statement of Work (“SOW”) or accepted quote that describes the project, deliverables, timeline and price. By accepting a quote or SOW, paying a deposit or invoice, or instructing us to begin work, you accept these Terms. If a signed SOW and these Terms conflict, the SOW governs for that project.

These Terms are for our client services. Use of the apps we publish on the App Store is governed by our separate Terms of Use.

• Quotes are valid for 30 days unless stated otherwise.
• Every project is defined by a written SOW listing the deliverables, milestones, assumptions, timeline and fixed price or rate.
• Anything not written in the SOW is out of scope. Extra work is quoted separately as a change order and starts only after you approve it in writing (email or WhatsApp is fine).
• Timelines are estimates that depend on you providing materials, feedback and approvals on time.

• Deposit. Work starts after a deposit of 40% of the project price is paid. The deposit is applied to your final balance.
• Milestones. After the deposit, we invoice one milestone at a time as it is delivered, exactly as described in the SOW.
• Due date. Invoices are due within 14 days of the invoice date unless the SOW says otherwise.
• How to pay. Securely at blacklayers.ca/pay by card, Apple Pay, Google Pay or bank debit (processed by Stripe), or by Wise, wire or Interac e-Transfer using the details on your invoice. We never ask for card details by email or phone.
• Currency. Invoices are issued in CAD, USD or EUR as agreed in the SOW. Bank or currency-conversion fees charged by your bank are your responsibility.
• Taxes. Prices exclude applicable taxes. Where Canadian GST/HST applies, it is shown separately on the invoice.
• Late payment. If an invoice is overdue we may pause work and withhold deliverables, source code and credentials until the balance is paid. Timelines move accordingly.
• Third-party costs such as Apple Developer fees, hosting, domains, AI/API usage and app-store charges are paid by you directly or billed at cost, as stated in the SOW.

• We deliver each milestone with a written delivery notice (email, TestFlight build, repository access or demo).
• You have 5 business days from the delivery notice to review and report any material defects against the SOW. We fix reported defects at no charge.
• If we receive no written objection within that period, or you put the milestone to use, the milestone is accepted and its invoice is final.
• Requests that go beyond the SOW are handled as change orders, not defects.

• Provide timely feedback, content, brand assets, accounts (App Store Connect, Google Play, hosting, domains) and access we need to do the work.
• Confirm that you own or are licensed to use any material you give us, and that your project does not break any law or third-party right.
• Name one decision-maker who can approve milestones and change orders.

• Your deliverables. When a project is paid in full, you own the deliverables created specifically for you under the SOW, including source code and design files.
• Our tools. We keep ownership of our pre-existing code, libraries, templates and know-how. Where they are included in a deliverable, you receive a perpetual, royalty-free licence to use them as part of it.
• Third-party and open-source components remain under their own licences.
• Portfolio. We may name you as a client and show non-confidential screenshots of the finished work, unless the SOW says otherwise.

Each of us keeps the other’s non-public business, technical and financial information confidential and uses it only for the project. This does not apply to information that is public, already known, or that must be disclosed by law. Personal data we process is covered by our Privacy Policy.

• For 30 days after final delivery we fix, free of charge, defects that cause the deliverable not to work as described in the SOW.
• The warranty does not cover changes made by you or others, new OS or platform releases, third-party service changes, or new feature requests. Those are quoted separately or covered by a maintenance plan.
• Except as stated here, services are provided “as is”, without other warranties, to the extent the law allows.

To the extent permitted by law, our total liability for any claim connected with a project is limited to the fees you paid us under that SOW. We are not liable for indirect or consequential losses such as lost profits, lost data or business interruption. Nothing limits liability that cannot be limited by law.

• Either party may end a project with 14 days’ written notice. You pay for all work completed and non-cancellable costs incurred up to the end date; we hand over the work paid for.
• Refunds of deposits and milestone payments are handled under our Refund & Cancellation Policy.
• We may end a project immediately if an invoice is more than 30 days overdue or if the project is used for anything unlawful.

If you believe a charge is wrong, contact us first and we will resolve it quickly. Payments are supported by the signed SOW, delivery notices, approval messages and the invoice itself, and we provide that record to the payment provider when a charge is disputed. Your invoice records and receipts are always available at blacklayers.ca/receipts.

• These Terms are governed by the laws of Alberta and the federal laws of Canada that apply there. The courts of Alberta have exclusive jurisdiction.
• If any part of these Terms is unenforceable, the rest remains in effect.
• We may update these Terms; the version in force when you accept a quote or SOW applies to that project.

BLACK LAYERS CORP. · Calgary, Alberta, Canada · bl@blacklayers.ca · +1 587 429 6200 · all details on our contact page.