Terms of Service

1. Who we are and what these Terms cover

These Terms of Service ("Terms") are an agreement between you and DPN Media Works ("we", "us", "our"), a media, technology and communications business registered in the Commonwealth of Dominica and operating from Roseau.

These Terms govern:

1. your use of our websites, including dpnmediaworks.com and this Client Portal at portal.dpnmediaworks.com;
2. purchases made through the Client Portal, including software licenses, digital downloads and subscriptions; and
3. our professional services, such as website and application development, digital media production, branding, automation and AI, cloud hosting and ongoing platform administration.

By creating an account, placing an order, engaging our services or using our websites, you agree to these Terms. Our Usage Policy, Refunds Policy, Data Privacy policy and Cookie Policy form part of these Terms and are available at /legal on this portal.

Order of precedence. Where you and we have signed a proposal, statement of work or other written agreement for an engagement, that agreement prevails over these Terms to the extent of any conflict. For purchases made through the Client Portal, these Terms and the product terms shown at checkout prevail.

2. Definitions

1. License — a right to use a software product on the domain(s), forum(s) or seats and for the term specified at purchase.
2. Service — professional work delivered by us, such as development, design, media production, consultation or ongoing administration.
3. Digital Download — a file or set of files delivered electronically.
4. Subscription — access to a product or service billed on a recurring basis.
5. Account — the customer account you create to purchase and manage products and engagements.

3. Accounts

You must provide accurate information when creating an account and keep it up to date. You are responsible for keeping your login credentials confidential and for all activity under your account. Notify us promptly of any unauthorised use or suspected security incident. We may suspend or terminate accounts that violate these Terms.

4. Engaging our services

Consultations are free of charge and create no obligation on either side. A binding engagement begins only once we have agreed a written proposal, statement of work or contract with you, or you have purchased a defined service through the Client Portal.

Any prices shown on our websites are baseline estimates for guidance only. A firm quotation is provided after a consultation, once the scope is defined. Work outside the agreed scope may be quoted separately and may affect timelines and cost. We will confirm material changes with you before proceeding.

You agree to provide, in a timely manner, the information, content, approvals and access we reasonably need to perform the work, and to ensure you have the rights to any materials you supply. Delays caused by missing input from you may extend delivery timelines. Unless we have agreed to provide backup services, you remain responsible for maintaining your own backups of critical data.

5. Orders, pricing and payment

Prices at checkout are shown in the stated currency and may change at any time, though changes do not affect orders already placed. Fees are exclusive of applicable taxes, duties or third party charges unless expressly stated or handled by our merchant of record.

Payment processing. Payments are processed by PayPal; by paying, you also agree to PayPal's terms. You authorise us to charge your selected payment method for the total shown at checkout, including any applicable taxes and recurring charges for subscriptions. We never see or store your full card details.

Service invoicing. Invoices for professional services are payable by the due date stated, by the payment methods shown on the invoice. Unless stated otherwise, deposits are required before work begins. Late payment may result in suspension of work or services. Ongoing support and hosting may be provided on a monthly retainer, agreed in advance.

6. Software licenses

When you purchase a license, we grant you a non-exclusive, non-transferable right to use the licensed software for the scope and term specified at purchase. Unless stated otherwise:

1. Licenses are tied to the registered domain(s) or forum URL and the number of activations or seats you purchased.
2. Seat-based licenses. Where a license includes a set number of seats, the license key is bound to a single forum or installation URL and each seat is consumed when an account activates it, on a first-come, first-served basis. Seats are not reassignable by you once consumed unless the product provides otherwise. To add seats, upgrade to a higher tier.
3. You may not resell, redistribute, sublicense or share license keys.
4. You may not remove or circumvent licensing, attribution or copyright notices except where the product explicitly permits it upon valid activation.
5. Time-limited licenses expire at the end of their term unless renewed. Expired licenses may lose access to updates, support or functionality.

We may suspend or revoke a license for breach of these Terms, non-payment or fraudulent activity. Software is licensed, not sold.

7. Digital downloads

Digital downloads are licensed, not sold, for your own use unless a broader license is stated. Access is granted after payment and may be subject to download limits and expiry windows shown on the product. You may not redistribute, resell or publicly share downloaded files unless the product's license expressly allows it.

8. Subscriptions, renewal and cancellation

Subscriptions renew automatically at the end of each billing period at the then-current price, until cancelled. By subscribing, you authorise recurring charges. You may cancel at any time from your account; cancellation stops future renewals and you retain access until the end of the period you have paid for. If a renewal payment fails, we may suspend the associated product until payment is resolved. For material changes to subscription pricing or terms, we will give you advance notice with the opportunity to cancel before the change applies to you.

9. Refunds

Refunds and cancellations are governed by our Refunds Policy at /legal/refunds, which forms part of these Terms. In summary: digital products are delivered immediately and refunds are limited; services are refundable only for work not yet performed; nothing limits rights you have under applicable consumer law.

10. Intellectual property

Service deliverables. Unless your agreement states otherwise, ownership of final deliverables transfers to you upon full payment. Until then, all work product remains our property. We retain ownership of our pre-existing tools, frameworks, libraries and know-how, and may reuse general skills and non-confidential techniques.

Portfolio. We may display completed work in our portfolio unless you ask us not to; we will remove your project from our portfolio on request. We do not add backlinks or footer credits to your site without your agreement.

Your materials. Content, assets and materials you provide remain yours, and you grant us the licence needed to perform the work.

Our products. All software, products, content and materials we provide remain our intellectual property or that of our licensors. Purchasing a product grants you the rights expressly stated for that product and nothing more. You may not copy, modify, reverse-engineer or create derivative works except as permitted by the applicable license or by law.

11. Acceptable use

Use of our websites, products and services is subject to our Usage Policy at /legal/usage-policy, which forms part of these Terms. We may suspend access for conduct that harms us, our other customers or our infrastructure.

12. Third party services

Our work and products may rely on third party platforms, hosting providers, APIs, plugins or software. These are governed by their own terms, and we are not responsible for their availability, changes or actions. We will use reasonable care in selecting and configuring them.

13. Support and updates

Support and product updates are provided at the level described for each product or engagement and, for time-limited licenses and subscriptions, only while the license or subscription is active. We may modify, discontinue or replace a product, with reasonable notice where practical.

14. Warranties and disclaimer

We provide our services with reasonable skill and care. Except as expressly stated in these Terms or your agreement, our websites, products and services are provided "as is" and "as available", and we disclaim all other warranties to the fullest extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that a product will be uninterrupted, error-free or compatible with every environment.

15. Limitation of liability

To the fullest extent permitted by law, we are not liable for indirect, incidental, special or consequential losses, or for loss of profit, revenue, data or goodwill.

1. For professional services, our total aggregate liability arising out of or in connection with an engagement will not exceed the fees paid by you for the specific services giving rise to the claim.
2. For products purchased through the Client Portal, our total liability for any claim relating to a product is limited to the amount you paid for that product in the twelve months before the claim.

Nothing in these Terms excludes liability that cannot lawfully be excluded.

16. Term and termination

Either party may terminate an engagement as set out in the applicable agreement. On termination, you will pay for work performed up to the termination date. We may suspend or terminate your access to products for breach of these Terms, non-payment or fraud; on termination, associated licenses, downloads or subscriptions may be deactivated. Provisions relating to payment, intellectual property, confidentiality, disclaimers and limitation of liability survive termination.

End of hosted services. When a hosting or managed service ends, whether by cancellation, non-renewal or termination, we will make your content and data available for export for a period of 14 days after the end date, on request. After that period, we may delete the data from our systems, except where retention is required by law. Suspension for non-payment does not start this period, but data may remain inaccessible until payment is resolved. Restoring data from backups or assisting with migration beyond a standard export may be quoted as additional work.

17. Governing law and jurisdiction

These Terms are governed by the laws of the Commonwealth of Dominica, without regard to conflict-of-law rules, and the courts of Dominica have jurisdiction over any dispute, unless a signed client agreement specifies a different governing law or dispute-resolution process. Where mandatory consumer-protection laws of your country of residence apply, those protections are not affected.

18. Changes to these Terms

We may update these Terms from time to time. Material changes will be reflected by the "Last updated" date on this page and, where appropriate, communicated to you. For subscriptions, material changes apply from your next renewal after notice. Continued use after changes take effect constitutes acceptance of the revised Terms.

19. Contact

Questions about these Terms? Contact us at [email protected] or through the contact form on this portal.