Terms of Service

1. Acceptance of Terms

By engaging Bluestone (“Bluestone,” “we,” “our”) for software development services, you agree to be bound by these Terms of Service. These terms apply to all engagement tiers, Own It, Partner Build, and No Capital? No Problem, as well as any other services we provide.

2. Our Services

Bluestone provides custom software development services including:

• Custom internal tools and operations software
• Web applications and product builds
• Workflow automation and integrations
• Backend systems and APIs
• Free systems teardowns and technical advisory

Specific deliverables, timelines, and scope are defined in individual engagement agreements signed before work begins.

3. Client Responsibilities

As a client, you agree to:

• Provide timely feedback and approvals to keep the project on schedule
• Supply necessary content, assets, and access credentials when requested
• Ensure all materials you provide do not infringe on third-party rights
• Communicate promptly regarding requirements and changes
• Pay invoices and honor equity terms according to the signed agreement

4. Payments and Pricing

• Pricing is quoted per engagement at a fixed price agreed before kickoff
• A deposit is typically required to begin work
• Payment terms are specified in the engagement agreement
• Late payments may result in work suspension
• Work outside the original scope is quoted separately
• All prices are in CAD unless otherwise specified

5. Intellectual Property

Ownership of work product is the cornerstone of every Bluestone engagement. By default:

• Client ownership: Upon full payment, you own the source code, assets, and infrastructure built specifically for your engagement. Code lives in a repository under your account; infrastructure lives in your cloud account.
• Bluestone retains: Ownership of generic internal tooling, templates, and methodologies developed independently and reused across engagements.
• Third-party assets: Open-source libraries and third-party services remain subject to their respective licenses.
• Portfolio rights: Bluestone may reference completed work in our portfolio at a high level unless otherwise agreed in writing.

6. Equity Engagements

For Partner Build and No Capital? No Problem engagements, equity terms are negotiated and documented separately:

• Equity instruments, vesting schedules, and percentages are defined in a separate equity agreement
• Bluestone takes a minority position with no operational control
• No board seats or special veto rights are granted by default
• Standard information rights apply

Engagement deliverables are governed by these Terms; equity is governed by the separate equity agreement.

7. Confidentiality

Both parties agree to:

• Keep confidential business information private
• Not disclose proprietary information to third parties
• Use confidential information only for the purposes of the engagement
• Return or destroy confidential materials upon request

Confidentiality obligations survive the termination of our business relationship.

8. Limitation of Liability

To the maximum extent permitted by law:

• Bluestone is not liable for indirect, incidental, or consequential damages
• We do not guarantee specific business results (revenue, leads, rankings, etc.)
• Our total liability is limited to the amount paid for the specific engagement in question
• We are not responsible for third-party service outages
• Software delivery timelines and outcomes depend on factors beyond our control

We provide our services in good faith and to the best of our professional ability.

9. Termination

Either party may terminate the agreement:

• With written notice as specified in the engagement agreement
• Immediately for material breach of these terms
• For non-payment after reasonable notice

Upon termination:

• Client pays for all work completed up to the termination date
• Bluestone delivers all completed work upon final payment
• Access credentials and materials are returned to their respective owners

10. Dispute Resolution

These Terms of Service are governed by the laws of British Columbia, Canada:

• Disputes are first addressed through good faith negotiation
• If negotiation fails, disputes are resolved in the courts of British Columbia
• Each party is responsible for their own legal costs

11. Changes to Terms

We may update these Terms of Service from time to time. Changes will be posted on this page with an updated date. Existing engagements continue under the terms in effect at engagement commencement.

12. Contact

Questions about these Terms? Reach us at: