Terms of Service

Company: Mike Kwal Digital Inc. operating as MK-Way ("MK-Way", "we", "us", "our")

Business address: 171 Queens Avenue, Unit 501, London, Ontario, Canada

Contact: mike@mk-way.com

Website: https://mk-way.com/terms-of-service/

These Terms govern MK-Way's provision of design, creative, website, e-commerce, automation, consulting and related services, and, where applicable, digital products. They are intended primarily for business customers. Any mandatory protections applicable to an individual consumer remain in force.

1.How This Agreement Works

1.1 Contract documents. The agreement for an engagement (the "Agreement") consists of (a) the applicable signed proposal, statement of work ("SOW"), order confirmation or digital product description (each an "Order"), (b) these Terms as identified in that Order or acceptance record, and (c) any expressly incorporated exhibits or data processing agreement ("DPA"). An individually negotiated master services agreement ("MSA") governs instead of these Terms to the extent it expressly says so. A purchase does not automatically create an MSA.

1.2 Contract documents, paid scope and sales offers. If documents conflict, an executed MSA governs first, then a mutually executed SOW or proposal, then these Terms, then other incorporated documents, unless the parties expressly agree otherwise. The accepted Order's paid-scope section identifies the Services being purchased, including deliverables, price, milestones, exclusions, payment schedule and acceptance criteria. A separate Grand Slam Offer (GSO) sales presentation may advertise complimentary BONUSES, but those promotions do not, merely by appearing in marketing materials, become additional paid website deliverables or paid milestone acceptance criteria. A specifically promised BONUS may nonetheless create a separate obligation under its disclosed promotional terms and applicable law. These Terms do not extinguish a definite promotional promise or mandatory rights. A privacy notice does not alter contractual responsibilities.

1.3 Electronic acceptance. For an Order containing MK-Way's electronic signature process, the Client accepts the Order when its authorized representative completes all required signature and Terms-acceptance steps and the system records completion. For a checkout without an electronic-signature process, the Client submits an offer by affirmatively accepting these Terms and completing checkout, and the Agreement is formed when MK-Way confirms the order or accepts the payment. For a separately signed MSA/SOW, the Agreement is formed as specified in that document. MK-Way may decline an order before acceptance.

1.4 Payment and commencement. Contract formation and authorization to begin Services are different events. Unless the applicable Order says otherwise, MK-Way need not schedule or begin Services until the required payment has cleared and the Client has supplied essential materials and access. No future payment, by itself, changes an already accepted Terms version or proves acceptance of past deliverables.

1.5 Applicable version and changes. The version incorporated and made available at the time of acceptance governs that engagement, unless both parties subsequently agree to an amendment. Updated website Terms apply prospectively to new Orders and do not silently modify existing fixed-fee engagements. A renewal or new SOW may expressly adopt updated Terms. MK-Way will retain a copy of the applicable version.

1.6 Business authority. A person accepting an Order for an organization represents that they are authorized to bind it, and must identify the Client's correct legal name. The contracting Client is the legal person named in the accepted Order, not automatically the individual signer.

2.Services and Scope

2.1 Services. MK-Way provides brand strategy, design, visual identity, website UX/UI design, website development, Shopify and other e-commerce builds, AI-enhanced creative services, copywriting, digital collateral, technical support, automation, and related consulting. Only work expressly identified in the accepted Order is included.

2.2 Defined scope. The Order identifies material deliverables, quantities, platforms, dependencies, dates or estimated schedules, included revisions, fees and exclusions. References to examples, demonstrations, illustrations, or projected business outcomes are not additional deliverables unless expressly included. No new work or fee is authorized without written agreement of the parties.

2.3 Service distinctions. "Website Design" means research, UX/UI design, wireframes and visual prototypes, not development unless expressly included. "Website Development" means building approved functionality on the specified platform. "Website Migration" means transferring an agreed site to its destination domain, including agreed DNS/SSL tasks; it does not automatically include legacy databases, blogs, old content, third-party licences or full content migration. "Content Migration" is included only if stated in the Order.

2.4 Client dependencies. Delivery schedules depend on timely receipt of Client materials, decisions, approvals, credentials and third-party services. Unless expressly guaranteed in writing, dates are good-faith estimates that may move for causes outside MK-Way's reasonable control, with prompt written notice. An expressly stated service guarantee governs its covered outcome and remedies.

2.5 Independent scopes. Where an Order or MSA specifies multiple separately described SOWs or milestones, each has its own stated deliverables and acceptance criteria. A deficiency in one scope does not automatically establish a deficiency in independently conforming work under another scope; statutory and payment-network rights remain unaffected.

2.6 External platforms. Shopify, WordPress, hosting services, themes, applications, APIs, payment providers, domains, stock assets and other third-party services are subject to their own licences, terms, fees and availability. MK-Way does not control third-party availability or policies. Additional platform fees must be disclosed in the Order or separately authorized by the Client.

2A.BONUSES and Complimentary Gifts

2A.1 Distinction from the paid project. MK-Way may use specific, valuable BONUSES to promote its Services. The accepted proposal or SOW describes the purchased core Services. A BONUS is a complimentary promotional benefit supplied without an additional charge and is not assigned a separate portion of the core project price. Unless expressly incorporated into the paid scope, a BONUS is not a paid project deliverable, project milestone, or condition of acceptance of the paid Services. The promotional offer and the paid project scope should be presented separately and consistently.

2A.2 Defined BONUS fulfillment. A promotional BONUS may provide a defined resource, toolkit, training access, licensed asset library, or other benefit made available on the timetable and conditions stated in the promotion. MK-Way may define access duration, applicable licences, eligibility and reasonable use limitations at the time of the offer. A complimentary benefit is not an open-ended obligation to undertake new custom work, revisions, ongoing support, or content creation unless MK-Way expressly promises those services.

2A.3 Accuracy of specific promises. The name BONUS, the absence of a separate charge, and the omission of a benefit from the signed paid SOW do not by themselves negate a definite promotional promise or permit misleading advertising. If a promotion states that a client will receive a specified number of assets or a defined service, MK-Way will honor that commitment and its clear conditions or amend the promotion before acceptance. Quantity limits, delivery timing, stock-asset licensing terms and other material conditions must be accurately and conspicuously disclosed before purchase.

2A.4 Separate assessment of paid Services. Delivery and acceptance of the purchased website or other paid Services are assessed under the scope and acceptance criteria in the accepted Order, independently of BONUS fulfillment. A BONUS not yet delivered does not, solely by reason of its absence, mean that an otherwise conforming paid website has not been completed, and does not itself reopen an accepted paid milestone. This does not exclude any separate remedy for a binding promotional commitment, misleading representation, or any right that cannot lawfully be waived.

2A.5 Price, claims and records. A complimentary BONUS has no separately invoiced price or allocation of the core project fee and is not independently redeemable for cash unless expressly agreed or required by law. Any advertised estimated dollar value must be reasonable, supportable and not misleading. MK-Way may record separate delivery or access confirmation for BONUSES, without treating such confirmation as paid-project acceptance.

2A.6 Existing warranty is not an added paid-value benefit. Every eligible custom website or application launch already includes the standard 30-day technical warranty in Section 11.2. MK-Way may highlight that existing protection in its GSO with the marketing headline "BONUS: 30-Day Bug-Free Guarantee," provided the accompanying explanation accurately states that it means correction of covered defects under Section 11.2, not a promise of literally zero bugs, unlimited new development, or guaranteed same-day resolution. The existing warranty must not be presented as an additional paid service or assigned an unsupported incremental bonus value.

3.AI-Enhanced Delivery

3.1 Proprietary AI-enhanced process. MK-Way employs proprietary AI-enhanced workflows as part of its creative process. AI workflows enable faster turnaround, broader creative exploration, and deliverables that reflect capabilities typically associated with larger teams. Subject to expressly agreed specifications and applicable law, MK-Way determines its internal methods, staffing, tools and production workflow.

3.2 Human review and AI limitations. All AI-assisted work delivered to the Client is reviewed, refined and approved by MK-Way before delivery. AI is an internal efficiency, never a substitute for professional judgment. MK-Way does not guarantee that AI-generated material is unique, error-free, registrable or protectable by copyright, or that unverified third-party claims are accurate.

3.3 Value of efficiency. Efficiency gained through AI workflows is a proprietary benefit of MK-Way and does not reduce the agreed project fee.

3.4 Data safeguards. MK-Way will not knowingly input Client confidential information or personal data into an external AI service contrary to applicable confidentiality obligations, the Privacy Policy, any DPA, or agreed written restrictions. Any Client requirement for a specific model, data location or prohibition on AI use must be documented before work begins and may affect price or schedule.

4.Client Responsibilities, Delivery and Acceptance

4.1 Authorized contact. The Client designates one responsible decision-maker ("SPOC") to coordinate information and deliver approvals. The Client may change its SPOC by written notice.

4.2 Materials and rights. The Client supplies correct content, lawful instructions, required approvals, access and assets reasonably needed for the Services. The Client represents that it owns or has permission to use materials supplied to MK-Way and will promptly notify MK-Way of inaccuracies or restrictions.

4.3 Delivery for review. MK-Way may submit identified deliverables or milestones through email, a staging environment, file link or agreed project platform. A delivery notice will identify what is ready, where it can be inspected, applicable acceptance criteria, and the response deadline. Launch or publication is separate from staging review where the Order so specifies.

4.4 Review period and scope tested. Unless an Order states another period, the Client has five business days after an accessible, identifiable delivery notice to provide written acceptance or a reasonably specific written list of material deficiencies against the agreed paid scope. Promotional BONUSES outside the paid scope do not create additional website acceptance criteria. A preference change or request for additional features is not by itself a failure to meet agreed scope.

4.5 Deemed acceptance. If the Client does not respond, MK-Way may issue one reminder identifying the paid deliverable and allowing at least three additional business days to respond. Absent a reasonably specific notice of a material deficiency in that deliverable within the extended period, it will be considered accepted for ordinary contractual milestone purposes to the extent permitted by law. The absence of a separately advertised BONUS does not alone prevent acceptance of a conforming paid deliverable. Deemed acceptance does not waive concealed defects, fraud, claims concerning independently enforceable BONUS promises, or other non-waivable rights, and does not establish that undelivered paid work was performed.

4.6 Remediation. If a timely report identifies a material nonconformity, MK-Way will have a reasonable opportunity to correct it and resubmit the affected deliverable. Acceptance of unaffected milestones remains in place. The Client must reasonably cooperate in verifying corrections.

4.7 Delays and inactivity. MK-Way may adjust schedules where Client feedback, materials or approvals are delayed. After ten business days of Client-caused delay, MK-Way may propose a documented rescheduling or reactivation fee proportionate to actual effects, but no new fee applies without its contractual authorization or the Client's agreement. After twenty-one consecutive calendar days of material inactivity, MK-Way may deliver a written seven-day cure notice and, if unanswered, pause or terminate under Section 13. No automatic forfeiture applies merely because time passes.

5.Revisions and Changes

5.1 Included revisions. Unless otherwise specified in the Order, custom creative deliverables include two rounds of within-scope revisions per deliverable. A revision round means one consolidated, written list of changes received from the authorized contact. Productized digital items and ongoing retainers follow their stated product or service conditions.

5.2 Extra rounds. Additional requested rounds are priced at USD $495 per round unless the Order states another rate. MK-Way will identify the charge and secure written authorization before proceeding. Material new functionality, additional pages, new creative directions and out-of-scope services require a separate quote or change order.

5.3 MK-Way correction. Corrections required because MK-Way failed to satisfy an express specification or made an error within its contracted responsibility are not charged as discretionary revisions.

6.Payment, Taxes and Refunds

6.1 Fees and currency. Fees, milestones and due dates are those in the accepted Order. Unless stated otherwise, fees are in US dollars. The Client bears any applicable bank conversion charges. Applicable taxes are added or handled as required by law; a particular VAT/GST/HST treatment is not promised unless shown on the invoice.

6.2 Payment methods. Available payment options may include card through Stripe and bank transfer, ACH, EFT or Interac e-Transfer. Any payment-method discount must be clearly disclosed before acceptance and comply with applicable law and network rules. Except where law requires otherwise, MK-Way does not store full payment-card numbers.

6.3 Invoicing and late payments. Invoices are due on receipt unless the Order states otherwise. Invoices unpaid after thirty (30) days accrue simple interest at 1.5% per month (18% per annum), calculated on the overdue balance, or the maximum lawful rate if lower. If an invoice is more than ten business days past due, MK-Way may, after written notice and a reasonable opportunity to correct an administrative error, pause future undelivered work until payment clears. Paused projects resume subject to availability, and affected completion dates move accordingly. A bona fide dispute over part of an invoice does not excuse timely payment of undisputed amounts. Additional dispute remedies are governed by Sections 7 and 13.

6.4 Fixed-fee project commitments and earned fees. The accepted fixed project price reflects the agreed Services and MK-Way's commitment of time and production resources. Payment in advance does not, by itself, prove that all work has been performed. Fees are earned through performance of contracted work, documented deliverables or milestones, and separately disclosed, reasonable reservation or discovery commitments. The absence of hourly billing does not convert a fixed-fee Order into time-and-materials billing. Where an Order allocates prices among deliverables, that allocation guides accounting for completed work and lawful termination remedies. Deposits are credited toward the agreed project price unless a separately defined reservation fee is expressly identified.

6.5 Cancellation, prepayments and adjustments. Fixed-fee custom projects are not cancellable for convenience unless the accepted Order expressly grants that right or applicable law requires otherwise. A Client's unilateral instruction to stop work, failure to cooperate, or repudiation does not itself extinguish the obligation to pay sums properly owing or damages lawfully recoverable, subject to MK-Way's duty to mitigate loss. Following a lawful termination or written cancellation agreement, MK-Way may retain earned fees, agreed enforceable reservation charges, approved non-cancellable third-party commitments and other demonstrable amounts lawfully recoverable under Section 13. Excess prepayments will be returned where required by law or the agreed settlement. Neither an automatic forfeiture of every prepayment nor an automatic return of every unperformed portion is intended.

6.6 Digital products. A productized digital offer, including Brand Codex, carries the cancellation, return or satisfaction guarantee, if any, expressly displayed on its product page at the time of purchase, together with any non-waivable statutory rights. These Terms do not independently create a 30-day money-back guarantee unless the applicable accepted product offer expressly provides one.

6.7 Collections. MK-Way may recover reasonable, documented collection costs and fees to the extent awarded, contractually recoverable and lawful. A disputed sum is not automatically owed twice merely because a reversal or chargeback is initiated. Disputes are governed by Section 7.

6.8 Hosting. Hosting, including EmpathyHost where offered, is subject to any separate hosting terms, service period and pricing expressly disclosed before purchase. Unless otherwise agreed, hosting fees are charged in USD and are distinct from a custom-project build fee.

6A.Electronic Signatures and Contract Records

6A.1 Consent. Both parties consent to the use of electronic documents, electronic signatures, electronic notices and electronic records for ordinary commercial agreements, approvals and communications, except where applicable law requires a different form.

6A.2 Acceptance method. An authorized representative's typed name, drawn signature, initials and affirmative checkbox selection may together demonstrate the person's intent to accept an Order when required by the sign-off interface. The parties agree not to contest enforceability solely because an agreement is electronic. This does not claim that every signature type automatically meets the formal requirements applicable to every document or jurisdiction.

6A.3 Record. MK-Way may preserve the exact accepted proposal, applicable Terms version, signer's provided information, initials, signature image, acceptance controls, timestamps, IP address, approximate location and device or browser details, together with document integrity identifiers and transaction references. Such records may be produced as evidence of acceptance, performance or a payment dispute, subject to applicable evidentiary rules and the Privacy Policy.

6A.4 Copies and correction. MK-Way will provide the Client with a retrievable copy of the executed Order electronically or a controlled access link. The Client must promptly advise MK-Way of an incorrect legal entity, unauthorized signature or record discrepancy. The parties may correct clerical errors by a recorded amendment, without silently altering the original signed record.

7.Billing Concerns, Payment Disputes and Chargebacks

7.1 Direct resolution. The Client is encouraged to contact MK-Way at mike@mk-way.com promptly about an inaccurate charge or alleged delivery deficiency, with reasonable supporting detail. MK-Way will investigate and attempt a good-faith resolution. A direct complaint is not required where applicable law or network rules permit or require the Client to take other action.

7.2 Payment-network rights and genuine disputes. Nothing in these Terms prevents the exercise of a lawful card-network dispute, chargeback, bank complaint, regulatory complaint or other non-waivable remedy. Initiating a good-faith dispute does not, by itself, constitute fraud or material breach. However, the initiation or resolution of a payment-network dispute does not by itself establish that MK-Way failed to perform its contractual obligations or extinguish any separate amount lawfully owing. Knowingly false material representations or a failure to pay amounts lawfully due may give rise to contractual remedies subject to applicable law.

7.3 MK-Way's evidence and enforcement rights. MK-Way may submit the signed Order and applicable Terms version, invoices, transaction records, scope, evidence of delivery, milestone acceptances, written correspondence and other relevant proof in a card dispute, and may pursue amounts and demonstrable damages properly due under the Agreement and applicable law. Where undisputed amounts are overdue, an unauthorized reversal creates nonpayment, or an independently established material breach remains uncured, MK-Way may suspend future undelivered work on reasonable written notice, subject to mandatory law and any express continuity obligations. MK-Way will not interfere with Client-owned property or fully paid rights contrary to law or express agreement.

7.4 Fees and reversals. Reasonable chargeback or collection costs may be claimed only to the extent lawfully recoverable and not already reimbursed. Any refunded, reversed or recovered amount will be accounted for so neither party receives a double recovery.

8.Intellectual Property and Licences

8.1 Client materials. The Client retains rights in its pre-existing materials and grants MK-Way a limited licence to use them as necessary to deliver the Services.

8.2 Final original deliverables. Subject to full payment of the amounts allocated to the relevant deliverables, MK-Way assigns to the Client the intellectual property rights that MK-Way owns and is legally able to assign in the final, specifically identified original deliverables, excluding retained elements and third-party materials under this Section. The assignment does not promise exclusive ownership of output for which exclusive intellectual property rights do not legally arise.

8.3 MK-Way retained materials. MK-Way retains its pre-existing and independently developed methods, templates, frameworks, know-how, reusable code libraries, tools, prompts and workflows ("MK-Way Materials"). To the extent embedded in a paid deliverable and necessary for its intended use, MK-Way grants the Client a worldwide, perpetual, non-exclusive, non-transferable except with that deliverable, royalty-free licence to use such materials as incorporated in that deliverable, subject to valid third-party licence limits. This is not a general licence to extract or resell MK-Way's standalone tools.

8.4 Third-party and AI materials. Stock content, fonts, plugins, themes, software, open-source components, APIs and other third-party materials remain governed by their respective licences. The Client receives only the rights lawfully available under those licences. AI-assisted materials may involve legal uncertainty concerning originality, exclusive rights or registration; MK-Way transfers only rights it possesses. Relevant third-party restrictions known to MK-Way will be disclosed in the delivery documentation or Order.

8.5 Work in progress. Until agreed fees for particular work are paid, the Client may review draft materials solely to evaluate them and may not deploy, commercially exploit or redistribute unpaid deliverables without written consent. Any suspension or withholding is subject to applicable law and cannot revoke rights already irrevocably transferred in fully paid, separable deliverables.

8.6 Portfolio. MK-Way may publicly identify the Client and display publicly launched work in its portfolio unless the Order or a written confidentiality undertaking states otherwise. Unreleased, personal, confidential or commercially sensitive information may not be disclosed for marketing without appropriate authorization.

9.Communication and Recordings

9.1 Channels. The parties will use the agreed client contact, project platform, email or Slack channel. MK-Way's normal business availability is stated in its onboarding materials; any response-time guarantee must be expressly set out in the Order.

9.2 Notices. Ordinary project approvals may be given through the agreed authenticated project channel or email. Formal termination, material breach and dispute notices must comply with Section 15.

9.3 Meetings and recordings. MK-Way may propose recording project meetings to create accurate notes and deliver work. MK-Way will provide appropriate notice and obtain consent where legally required, and will respect a reasonable request not to record where recording is not essential to an agreed service. Recordings are handled under the Privacy Policy and any DPA.

10.Confidentiality, Data Protection and Security

10.1 Confidential information. Each party will use the other's nonpublic commercially sensitive information only to perform or administer the Agreement, restrict access to personnel and providers with a need to know, and protect it using reasonable safeguards. This does not apply to information lawfully public, independently developed without use of confidential material, lawfully received from another source without restriction, or required to be disclosed by law after permitted notice.

10.2 Survival. Confidentiality obligations continue for three years after termination, and for trade secrets for as long as the information remains a trade secret under applicable law. More protective written obligations control if expressly agreed.

10.3 Personal information. MK-Way processes its own business-contact and signing information as described in its Privacy Policy. Where MK-Way handles personal data on the Client's behalf, the parties will implement a DPA where legally required, specifying purposes, security, subprocessors, transfers, assistance, incident reporting and deletion/return requirements.

10.4 Providers and AI. MK-Way may use vetted cloud, communication, payment, design and AI service providers as appropriate to the engagement. The parties may agree to restrictions on specific providers, categories of confidential data and processing locations before work begins. Third-party providers do not relieve MK-Way of contractual duties it has undertaken.

10.5 Security incidents. MK-Way will maintain reasonable safeguards appropriate to the information and Services involved. On learning of a confirmed personal-data breach affecting information it processes for the Client, MK-Way will notify the Client without undue delay and provide reasonably available details to support legally required assessment and notifications. Notifications to individuals and authorities follow applicable law and the parties' respective responsibilities; no uniform 72-hour contractual promise is implied.

11.Warranty, Remedies and Liability

11.1 Standard of performance. MK-Way will provide Services with reasonable professional care consistent with the agreed scope. Subjective preferences do not override objective written specifications, but written specifications and express promises remain binding.

11.2 Thirty-day technical warranty. For a custom website or application launch, MK-Way provides a 30-day period after production launch during which it will correct reproducible technical defects caused by MK-Way's work that materially depart from agreed specifications, provided the Client reports the issue and gives reasonable diagnostic access. MK-Way ordinarily aims to acknowledge and triage covered reports during the next business day and to resolve straightforward defects the same business day or within approximately one business day when feasible. These are good-faith service targets, not a guaranteed same-day or 24-hour repair deadline. Weekends and Ontario statutory holidays are excluded from business-day targets. Larger or more complex fixes will be handled within a reasonable time, with status information provided to the Client. This warranty does not promise that the website will literally contain no bugs. It does not cover new features, discretionary content changes, routine maintenance, third-party outages or problems actually caused by unauthorized later changes. Unrelated third-party changes do not void coverage for an independent defect. The warranty is part of the paid Services, not an additional paid-value BONUS.

11.3 Cure. Except where urgent relief is necessary, a party asserting material breach will provide written details and a reasonable opportunity to correct the issue, ordinarily thirty days after notice where correction is reasonably possible. This requirement does not waive mandatory statutory rights or payment-network procedures.

11.4 Excluded damages. To the extent permitted by law, neither party is liable for indirect, special or consequential losses, including lost anticipated profit or business opportunity, except to the extent a particular category of loss is expressly included in an agreed remedy or cannot lawfully be excluded.

11.5 Liability cap. Subject to Section 11.6 and applicable law, each party's aggregate contractual liability arising from a specific Order is limited to the fees paid or payable under that Order. Separate Orders are not automatically aggregated. Any agreed DPA or MSA may provide different limits.

11.6 Exceptions. Nothing excludes or limits liability for fraud, intentional misconduct, amounts lawfully due as fees, or liability that cannot legally be limited.

11.7 Third-party upkeep. Unless the Order includes a support plan, the Client is responsible for third-party subscriptions, licences, platform renewals and ongoing maintenance following handover. Any explicit 90-day transitional licence support obligation in an accepted Order remains enforceable.

12.Indemnification

12.1 Client indemnity. The Client will defend and indemnify MK-Way against third-party claims to the extent resulting from materials the Client supplied without sufficient rights, the Client's unlawful products or instructions, or its misuse of deliverables beyond agreed permissions, except to the extent caused by MK-Way's breach or negligence.

12.2 MK-Way indemnity. MK-Way will defend and indemnify the Client against third-party claims that original deliverables created by MK-Way for the Client infringe an enforceable third-party intellectual property right, excluding Client materials, third-party components used under their licences, modifications by others and combinations not specified in the Order, and subject to available legal defences.

12.3 Claim process. The indemnified party must notify the indemnifying party reasonably promptly, give reasonable cooperation, and permit the indemnifying party to manage the defence, provided no settlement imposes an admission, ongoing obligation or nonmonetary restriction on the indemnified party without consent. Liability limitations in Section 11 apply except where prohibited by law or expressly overridden in an Order.

13.Suspension and Termination

13.1 Convenience termination and fixed-fee commitments. An ongoing monthly retainer may be terminated by either party on thirty (30) days' written notice, unless its Order specifies another minimum commitment or notice period. A fixed-fee custom project is a binding project commitment: neither party has an automatic right to terminate it for convenience unless that right is expressly stated in the accepted Order or required by applicable law. The parties may agree in writing on an early exit and settlement. A unilateral request to stop or abandon work does not itself waive sums lawfully due, but MK-Way must take reasonable steps to mitigate recoverable losses.

13.2 Termination for cause. Either party may terminate for a material breach not cured within thirty days of detailed written notice, or sooner if the breach is incapable of cure or if fraud or unlawful conduct justifies immediate termination. An insolvency-related termination is subject to applicable insolvency law.

13.3 Settlement, losses and mitigation. Upon termination permitted by the Agreement or applicable law, or following a Client's repudiation or a mutually agreed early exit, MK-Way will prepare a reasonable written accounting of completed and in-progress Services, milestone or deliverable price allocations where stated, approved non-cancellable commitments, prepayments and recoverable losses caused by breach. To the extent permitted by law, recoverable damages may include reasonably foreseeable lost net profit on the unperformed portion, subject to the duty to mitigate and crediting costs avoided; no damages are presumed solely because a project was cancelled. The Client remains responsible for amounts lawfully due, but MK-Way will credit sums already paid or recovered and will not collect twice for the same loss. Any balance that must be returned under applicable law or a written settlement will be returned. Fixed-fee work is not retroactively converted to hourly billing.

13.4 Handover and continuity. Subject to payment of undisputed amounts properly due, MK-Way will make available completed, paid-for deliverables and Client-owned materials in MK-Way's control, in the form and within the timeline agreed in the Order or a reasonable handover period. Existing legally granted licences are not retroactively revoked merely because future work is suspended.

13.5 Non-solicitation. During the engagement and for twelve months after it ends, the Client will not knowingly solicit for employment or direct engagement an MK-Way employee or contractor materially involved in the engagement without MK-Way's written consent, excluding general public advertisements and unsolicited approaches, to the extent enforceable under applicable law. No restriction overrides a mandatory employment or competition rule.

14.Dispute Resolution

14.1 Good-faith discussion. A party with a contractual dispute should give written notice describing the issue. Designated representatives will attempt in good faith to resolve it for up to fifteen business days.

14.2 Mediation. If unresolved, the parties will attempt nonbinding mediation with a mutually agreed mediator, provided mediation can be arranged within thirty days. If no mediator is agreed or the mediation does not resolve the matter, either party may proceed to court. Neither party is required to miss a statutory filing deadline or forgo urgent injunctive relief.

14.3 Courts. Subject to mandatory law, the courts of Ontario sitting in London, Ontario, have exclusive jurisdiction for disputes concerning these Terms. This forum selection does not override a Client's rights that applicable law prohibits the parties from waiving.

14.4 Card and regulatory processes. Contractual negotiation or mediation does not extend deadlines or bar payment-network, regulator or statutory processes that cannot lawfully be waived.

15.General Provisions

15.1 Governing law. Ontario law and applicable federal Canadian law govern, excluding conflict-of-laws principles, subject to non-waivable protections under applicable law.

15.2 Entire agreement. The Agreement described in Section 1 supersedes prior proposals and representations about that engagement except for fraud or express terms incorporated into the accepted Order. Each separate Order may be a separate engagement.

15.3 Amendments. A material amendment, change order or waiver must be in writing, including a verifiable electronic record accepted by authorized representatives. Routine project communications do not automatically change commercial terms.

15.4 Severability and waiver. An invalid term will be limited or severed to the minimum extent needed without invalidating the remainder, where permitted. Failure to enforce a right once does not waive it later.

15.5 Assignment and subcontracting. Neither party may assign the Agreement without written consent, not unreasonably withheld, except as part of a genuine merger, reorganization or sale of substantially all business assets with adequate continuity of obligations. MK-Way may use responsible subcontractors subject to the Agreement's confidentiality and data-protection commitments.

15.6 Force majeure. Neither party is liable for delay caused by events beyond its reasonable control despite reasonable mitigation, excluding amounts already properly due. The affected party will promptly notify the other and resume when feasible. Either party may terminate an affected Order if the event materially prevents performance for eight consecutive weeks, with settlement under Section 13.

15.7 Independent contractor. MK-Way is an independent contractor and not the Client's employee, partner, fiduciary or joint venturer, except where a specific law or signed agreement creates a separate duty.

15.8 Notices. Formal breach, dispute and termination notices must be sent to the business contact email specified in the accepted Order, with a copy to mike@mk-way.com for notices to MK-Way. Notice is effective when reasonably evidenced as delivered to the designated address and not returned as undeliverable. Either party may update its notice details in writing.

15.9 Language and interpretation. The parties have selected English as the working language for the Agreement to the extent permitted by applicable law. Mandatory local language rights, including where applicable in Quebec or other jurisdictions, remain unaffected. Headings are for convenience only. "Including" means "including without limitation" unless context clearly requires otherwise.

15.10 Contact. Questions about these Terms may be directed to Mike Kwal Digital Inc. o/a MK-Way, 171 Queens Avenue, Unit 501, London, Ontario, Canada, or mike@mk-way.com.