Terms of Service

1.How This Agreement Works

By submitting payment through a MK-Way proposal, payment link, or checkout page, you ("Client") agree to be bound by these Terms of Service. Together, your proposal (or product description) and these terms constitute the complete agreement between you and MK-Way.

• Your proposal or product page defines the scope: what we're delivering, the deliverables, the timeline, and the price.
• These terms define the rules: payment, IP, revisions, liability, and everything else.
• If there's a conflict between your proposal and these terms, the proposal takes priority for scope-related items; these terms take priority for legal matters.
• For digital products (such as Brand Codex or other productized offers): the product description at the point of purchase serves as the scope document. These terms still apply.
• Who you are contracting with: You are contracting with Mike Kwal Digital Inc. o/a MK-Way, 171 Queens Ave, Unit 501, London, Ontario, Canada. "We", "us", and "MK-Way" mean that company.
• Which version applies: These terms are updated from time to time. The version in effect on the date you pay governs your engagement for its duration, and we keep every prior version. Ask us and we will send you the one that applies to you.
• Every payment is an acceptance. Where your engagement has more than one payment (a deposit, milestones, or a monthly fee), each payment confirms your agreement to these terms on that date and confirms that the work delivered to you before it is accepted, subject to your remaining revisions in Section 5 and the technical warranty in Section 11.

2.Services & Scope

MK-Way provides creative design and technology services including, but not limited to:

• Brand Strategy & Consulting
• Logo & Visual Identity Design
• Branding & Brand Communication
• Website Design (UX/UI)
• Website Development & Engineering
• E-Commerce Development (Shopify, WooCommerce)
• Copywriting & Content Strategy
• Digital Collateral Design
• Ongoing Technical Support & Retainers

The specific services, deliverables, and pricing for your engagement are defined in your proposal. These terms apply to all services MK-Way delivers.

• Scope is defined by your proposal. Work not explicitly listed in your proposal is outside scope. Additional work requires mutual written agreement and may incur additional fees.
• Key service distinctions:
  • "Website Design" means the creative process — UX/UI design, wireframing, visual prototyping. It does not include coding or development.
  • "Website Development" means the technical build — turning approved designs into a functioning website on the specified platform.
  • "Website Migration" means transferring the completed website to your live domain, including DNS and SSL. It does not include transferring existing content, blog posts, or databases from a previous website.
  • "Content Migration" (where available) is a separate, add-on service — never assumed to be included unless explicitly stated in your proposal.
• Development methodology: MK-Way uses a proprietary code-based methodology optimized for speed, fidelity, and maintainability. If you request a specific page-builder or CMS platform (e.g., Elementor, Squarespace, Shopify), additional platform fees may apply as specified in your proposal.

3.AI-Enhanced Delivery

MK-Way employs proprietary AI-enhanced workflows as part of its creative process. You acknowledge that:

• AI workflows enable faster turnaround, broader creative exploration, and deliverables that reflect capabilities typically associated with larger teams.
• All AI-assisted work is reviewed, refined, and approved by MK-Way before delivery. AI is an internal efficiency, never a substitute for professional judgment.
• Efficiency gained through AI workflows is a proprietary benefit of MK-Way and does not reduce project fees.

4.Your Responsibilities

• Single Point of Contact (SPOC): You must designate one person with authority to approve designs, provide feedback, and make binding decisions on your behalf. All approvals and feedback must come through your SPOC.
• Timely feedback: When we send work for your review, you have 5 business days to respond. If we don't hear back within 5 business days, the deliverable is considered approved ("Deemed Approval").
• Assets and materials: You are responsible for providing content, logos, images, credentials, and other materials we request in a timely manner. Project timelines assume prompt delivery.
• Accuracy: You warrant that all content and materials you provide are accurate and that you have the right to use them.

5.Revisions & Changes

• Included revisions: Your project includes two (2) rounds of revisions per deliverable to refine and polish work within the approved scope.
• Additional revisions: Extra revision rounds beyond the included two are available at $495 per round.
• Scope changes: If you want to add new features, pages, or functionality not in the original proposal, we'll provide a written quote and revised timeline. No additional work begins until you approve the quote in writing and pay any applicable fees.
• Our accountability: If scope changes are needed because of our own process or oversight, we absorb the cost — no charge to you.

6.Payment Terms

• Payment schedule: Your proposal specifies the payment schedule (typically a deposit to start work and a second payment before the final phase). Payment triggers are defined in your proposal.
• Currency: All fees are in the currency stated in your proposal (USD or CAD). If no currency is specified, amounts are in United States Dollars (USD).
• Accepted methods: Credit Card (Visa, Mastercard, Amex) is our default method. We also accept Wire Transfer / ACH (US) and EFT / Interac e-Transfer (Canada). Where your proposal offers a reduction for paying by bank transfer, that reduction applies only if payment arrives by that method.
• When payment is due: Invoices are due on receipt unless your proposal states other terms (for example Net 7, Net 15, or Net 30). Recurring fees are due on the billing date stated in your proposal.
• Late payments: Invoices unpaid after thirty (30) days accrue interest at 1.5% per month (18% per annum) in accordance with Section 4 of the Canada Interest Act. If an invoice is more than 10 business days past due, we may pause work until payment clears; paused projects resume subject to availability and the timeline moves accordingly. If a payment dispute cannot be resolved within 10 business days, MK-Way may pause or terminate the project.
• Cost of collection: If we have to pursue an unpaid amount, you are responsible for reasonable costs of collection, including collection agency and legal fees, together with any bank, reversal, or chargeback fees charged to MK-Way.
• Non-refundable (custom projects): All fees for custom project work (branding, websites, consulting) are non-refundable. Payments represent compensation for professional services rendered or production capacity reserved and are earned upon receipt. In the event of termination by either party, you are not entitled to a refund of amounts previously paid.
• Money-back guarantee (digital products): Productized digital offers (such as Brand Codex) include a satisfaction guarantee. If you are not satisfied with the delivered product, contact us within 30 days of delivery for a full refund. Refund eligibility and terms are stated on the product page at the time of purchase.

7.Payment Disputes & Chargebacks

If something about a charge looks wrong, tell us first. Most billing questions are settled the same day, and this section exists so a misunderstanding never becomes a bank dispute.

• Talk to us first: Before contacting your bank or card issuer about a charge, email [email protected] describing the issue. We will work through the steps in Section 14, starting with a 15 business day good-faith discussion.
• Chargebacks: Starting a chargeback, payment reversal, or bank dispute without first raising the issue with us and allowing that discussion period is a material breach of this agreement.
• What happens if you do: On a chargeback or reversal we may immediately pause all work, suspend access to staging environments, source files, and any deliverable not yet released, and suspend the licence granted in Section 8 until the matter is resolved.
• Who pays the cost: You remain responsible for the disputed amount, for any chargeback, reversal, or bank fees charged to MK-Way, and for reasonable costs of collection.
• What counts as proof: You agree that the following are valid evidence of your agreement and of our delivery: the timestamped record of your acceptance of these terms at checkout, your proposal and its scope, payment records, written approvals and deemed approvals under Section 4, and the files or published work delivered to you.
• Refunds: Refund eligibility is set out in Section 6. Fees for custom project work are non-refundable. Productized digital offers carry the guarantee stated on the product page at the time of purchase.

8.Intellectual Property

• You own the final work. Upon full and final payment, worldwide exclusive rights in the deliverables transfer to you, to the extent such rights exist and are assignable under applicable law.
• We keep our tools. Nothing in this agreement transfers ownership of MK-Way's pre-existing tools, frameworks, templates, code libraries, or AI workflows. You receive a perpetual, non-exclusive license to use these elements solely as embedded in your delivered work.
• Access while amounts are outstanding: Until amounts due are paid in full, MK-Way may suspend access to staging environments, source files, and deliverables not yet released, and the licence above does not take effect.
• Portfolio rights: MK-Way retains the right to display launched deliverables and "behind-the-scenes" snippets in its portfolio, case studies, and marketing materials.

9.Communication

• Channels: Project communication happens through designated Slack channels or your SPOC via email. Please don't DM individual team members directly.
• Operating hours: Our core hours are 9:00 AM – 6:00 PM EST. Messages received outside these hours will be addressed in the next business cycle.
• Recordings: You acknowledge and agree that project-related conversations may be recorded for quality and reference purposes.

10.Confidentiality & Data

• Mutual protection: Both parties agree to protect each other's confidential information with a reasonable degree of care.
• Privacy: MK-Way handles any personal information accessed during the project in accordance with Canada's Personal Information Protection and Electronic Documents Act (PIPEDA). Information is used solely for project purposes.
• AI tools: MK-Way may use third-party AI tools and cloud-based services. Any such tools used to process your data are subject to appropriate commercial terms and data protections.
• Breach notification: In the event of a data breach involving your personal information, MK-Way will notify you within 72 hours.

11.Warranty & Liability

• Technical warranty: MK-Way provides a 30-day technical warranty post-launch. This warranty is void if you or a third party modifies backend code or installs unsupervised plugins.
• Curing provision: Before making any legal claim, you must provide MK-Way with a 30-day written notice describing the issue and allowing time to cure.
• Liability cap: Neither party is liable for special, indirect, or consequential damages. Each party's total aggregate liability shall not exceed the fees paid or payable under the project giving rise to the claim.
• Third-party licenses: You are responsible for maintaining licenses for any third-party tools, plugins, or services after 90 days from launch.

12.Indemnification

• You indemnify us against claims arising from: content you provide, your use of deliverables beyond the intended scope, or your own products and business operations.
• We indemnify you against claims that our original work infringes a third party's IP rights, provided we exercised reasonable professional care.
• Indemnification is subject to the liability cap in Section 11.

13.Termination

• By either party (Notice Period): Unless otherwise specified in your proposal or service agreement, either party may terminate this agreement for convenience by providing written notice:
  • For monthly recurring services or retainers (e.g., PPC management, support plans): thirty (30) days' written notice.
  • For fixed-fee custom projects (e.g., brand design, website rebuild builds): sixty (60) days' written notice.
• For cause: Either party may terminate for material breach, insolvency, or fraud.
• Effect of termination: You remain obligated to pay for all work performed and expenses incurred up to the date of termination. No refunds of amounts previously paid.
• How that amount is measured: Fixed-fee engagements are settled by the proportion of each deliverable or phase completed or in progress at the date of termination, as described in your proposal, not by hours. This includes work performed ahead of a payment milestone where a later phase was started early to protect your timeline.
• Non-solicitation: You agree not to directly solicit or hire MK-Way's employees or contractors for 12 months after the project ends.

14.Dispute Resolution

If something goes wrong, we try to resolve it in the simplest way possible:

• Step 1 — Talk it out. Good-faith negotiation between our designated contacts within 15 business days of written notice.
• Step 2 — Mediation. If that doesn't work, we submit the dispute to mediation with a mutually agreed mediator.
• Step 3 — Courts. If mediation fails within 30 days, either party may pursue legal remedies in the courts of the Province of Ontario, Canada, sitting in London, Ontario.

15.General Provisions

• Governing law: This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
• Entire agreement: Your project proposal and these terms constitute the entire agreement. They supersede all prior conversations, emails, or understandings.
• Amendments: Changes to these terms must be in writing. Verbal or informal requests do not constitute authorized changes.
• Waiver: If we don't enforce a provision once, that doesn't mean we've waived our right to enforce it in the future.
• Assignment: Neither party may assign this agreement without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• Severability: If any provision is found invalid, the rest of the agreement remains in effect.
• Force majeure: Either party may suspend obligations during force majeure events. Either party may terminate if such event continues for 8 weeks or more.
• Independent contractor: MK-Way is an independent contractor, not an employee or joint venture partner.
• Notices: All formal notices shall be in writing and delivered by email, with confirmation of receipt.

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