Terms and Conditions
Click Theory Ltd
Box 7685, Bonnyville, AB, CA, T9N 2H9
1. Agreement to Terms
By verbal or written affirmation, or by making any payment toward a project, recurring service, or deliverable provided by Click Theory Ltd, you ("the Client") agree to be bound by these Terms and Conditions for the current and all future related services until formally terminated in accordance with Section 11.
2. Scope of Services
Click Theory Ltd provides website development, ecommerce development & management, ERP development & management, web hosting, business consulting, and marketing services (including online marketing). Services may also include guidance on security settings for online payment systems, but we are not security professionals and do not provide guarantees on security outcomes. We are also not legal professionals, and any business consulting we provide does not constitute legal or financial advice.
3. Payments and Fees
- Payments for development and other deliverables are due according to the terms specified on invoices.
- Payments for recurring services are due before the first day of the month in which the services are provided, unless otherwise specified on the invoice.
- Refunds are at the sole discretion of Click Theory Ltd and subject to the laws of Alberta, Canada.
- By making a payment, you agree to the indefinite application of these Terms and Conditions.
4. Budget Allocation
If a Client receives a recurring group of services on a single monthly invoice, even if individual services have specific line-item prices, it is understood that Click Theory Ltd will treat the total budget as a holistic allocation for all services included. Click Theory Ltd retains full discretion to adjust the allocation of efforts across services in the manner deemed most advantageous to the Client’s overall success. This approach allows Click Theory Ltd to use the Client's budget as effectively as possible, ensuring that efforts can be shifted dynamically between services as needs and opportunities evolve.
5. Limitation of Liability
Click Theory Ltd, including its employees, contractors, and affiliates, shall not be liable for:
- Any lost revenue, indirect damages, or consequential losses.
- Failures of third-party services (e.g., hosting providers, payment processors, plugins, marketing platforms, or CMS systems).
- Cyberattacks (including but not limited to "card testing" fraud).
- Any performance, uptime, or specific results from services provided. All services are provided "as is."
- Failures, downtimes, or breaches of servers, hosting environments, or other infrastructure, including those managed by Click Theory Ltd or third-party providers.
- Any data loss, corruption, or security breach affecting websites, web hosting, or any other system.
6. Termination of Services
- To terminate services, the Client must provide written notice before the first day of the second-last month of service.
- Upon termination, the Client may take any custom creative work and content provided by Click Theory Ltd, except for licensed works (such as stock images from Click Theory Ltd’s stock image provider licenses).
- The Client is responsible for copying their own content. Click Theory Ltd does not offer content export or migration.
- Click Theory Ltd does not release historical performance or analytics data or transfer control of any platforms, servers, or systems used to host or provide services.
7. Confidentiality
Both parties agree to maintain confidentiality regarding sensitive business information. The Client agrees not to disclose Click Theory Ltd’s proprietary methods, strategies, or internal processes.
8. Communication Expectations
Click Theory Ltd does not guarantee response times but will make reasonable efforts to respond promptly.
9. Third-Party Services
Click Theory Ltd is not responsible for any issues caused by third-party services, software, or platforms used in the Client’s project. The Client assumes all risks associated with third-party dependencies.
10. Client Responsibilities
- The Client must provide all necessary access, approvals, and content in a timely manner.
- Delays caused by the Client’s failure to provide these materials are not the responsibility of Click Theory Ltd.
11. Dispute Resolution
- The Client must attempt to resolve all payment disputes directly with Click Theory Ltd before initiating a chargeback.
- Any disputes will first go through good-faith mediation. If mediation fails, disputes will be resolved through binding arbitration in Alberta, Canada.
- The losing party in any legal dispute must cover the winning party’s reasonable legal fees.
12. Non-Solicitation
- The Client agrees not to hire, contract, or solicit any Click Theory Ltd employees, contractors, or subcontractors for a period of 48 months after the last date of service.
- Violation of this clause will result in liquidated damages equal to six months’ compensation of the individual solicited.
13. Termination for Cause
Click Theory Ltd may immediately terminate services if the Client:
- Fails to pay invoices on time.
- Engages in fraud, illegal, or unethical activities.
- Is abusive or threatening toward Click Theory Ltd or its team.
- Violates any material term of this agreement.
14. Marketing & Portfolio Use
Click Theory Ltd may showcase completed projects and services in its portfolio, case studies, and marketing materials, except where confidential details are involved.
15. Force Majeure
Click Theory Ltd is not liable for any failure to perform due to causes beyond its control, including but not limited to natural disasters, power outages, cyber incidents, and government restrictions.
16. Governing Law
This agreement is governed by the laws of Alberta, Canada, and all legal proceedings must be conducted in Alberta courts.
17. Updates to Terms
Click Theory Ltd may update these Terms and Conditions at any time. Continued use of services or payments constitutes acceptance of the updated terms.
18. Binding Informal Agreements
Service revisions and rate changes may be agreed upon informally. Email conversations or written acknowledgments are binding.
19. Severability
If any part of this agreement is found invalid, the remaining provisions remain in effect.
20. No Waiver
Failure to enforce any part of this agreement does not waive Click Theory Ltd’s right to enforce it later.
21. Independent Contractor Relationship
Click Theory Ltd is an independent contractor, and this agreement does not create an employer-employee, partnership, or agency relationship.
22. Survival of Terms
The following clauses continue to apply even after termination: Confidentiality, Non-Solicitation, Limitation of Liability, Dispute Resolution, and Intellectual Property Ownership.
23. Electronic Signatures
This agreement may be executed in multiple counterparts, and electronic confirmations (such as invoice payments) are legally binding.
These Terms and Conditions protect both parties and ensure a clear understanding of our working relationship. If you have any questions, please contact Click Theory Ltd before making a payment.