Terms of Service

These Terms govern your use of the CWT Studio website and any service we provide through it. By using the site or submitting a form, you agree to these Terms. If you do not agree, do not use the site.

"We", "us" and "our" mean CWT Studio. "You" means the person using the site and, where you act for an organization, that organization. If you accept these Terms on behalf of an organization, you confirm you have authority to bind it.

A signed engagement agreement, statement of work or order form controls the engagement it covers. Where that document conflicts with these Terms, the signed document governs for the conflicting subject. These Terms fill the gaps and continue to govern use of the website.

Nothing on this website is an offer capable of acceptance, a quote, or a commitment to deliver. Scope, timeline and fees exist only in a signed document.

Our work falls into these categories:

• Systems Review: a scoped review of how a business currently operates, delivered as written findings with a recommended implementation path.
• Implementation engagements: fixed-scope builds and migrations across CRM, reporting, quote-to-cash and data integrity work.
• Ongoing operations support: continuing management in defined cycles.
• Web builds: custom web application development and maintenance.
• Website tools: the intake on the Systems Review page and the roadmap summary it can send you by email. This is informational, provided as-is, and is not advice or a scope commitment.

We may change, suspend or withdraw any part of the website at any time. Committed engagement work is governed by its signed document, not by this clause.

Our work depends on what you give us. During an engagement you agree to provide accurate information, timely access to the systems in scope, a named decision-maker with authority to approve, and responses within the timeframes set in the engagement document. Where delay is caused by lack of access, information or a decision, timelines shift accordingly and fees for work already performed remain payable.

You are responsible for your own licences and subscriptions for third-party platforms, and for maintaining backups of your data before any migration or configuration change we perform at your direction.

You agree not to:

• Break any applicable law or infringe anyone's rights.
• Transmit malicious code, or probe, scan or test the security of the site except as invited on the security page.
• Attempt to gain access to any account, system or data that is not yours.
• Scrape, crawl or harvest content at a volume that degrades the site for others.
• Use our content to train a model for resale as a substitute for our services.
• Submit another person's information without their authority.

You are responsible for any credentials issued to you and for activity carried out with them.

Fees, currency and payment schedule are set in the engagement document. Invoices are payable on the terms stated there, and amounts unpaid past their due date may carry interest at 1.5% per month or the maximum permitted by law, whichever is lower.

Fees are exclusive of applicable taxes, which are added where required. Pre-approved out-of-pocket expenses are billed at cost.

Fees for work already performed are not refundable. Where an engagement ends before work is performed, amounts prepaid for that unperformed work are returned. Nothing here limits any non-waivable right you have under consumer protection legislation, where such legislation applies to you.

We may change the fees for future engagements at any time. A change never applies to an engagement already signed.

Our pre-existing material

We retain ownership of everything we bring to an engagement: our methods, templates, checklists, internal tooling, and the content, design and code of this website. Nothing in an engagement transfers ownership of that material.

Your material

You retain ownership of your data, your content and your systems. By giving us material for the engagement, you grant us a limited licence to use it for the purpose of delivering the work.

Deliverables

On payment in full, you own the deliverables prepared specifically for you: the written findings, documentation, configurations and custom code produced under the engagement. Where a deliverable incorporates our pre-existing material, you receive a perpetual, non-exclusive, worldwide licence to use that material as embedded in the deliverable, for your own business purposes. We keep the right to use the general knowledge, skills and experience gained during the engagement.

Recognition

We do not publish a client's name, logo or identifying details without written permission. Anonymized outcomes may be described in the way shown on our proof page.

Each party protects the other's confidential information with at least the care it uses for its own, uses it only for the engagement, and discloses it only to people who need it and are bound to equivalent obligations. The duty does not apply to information that is public through no breach, already known without a duty of confidence, independently developed, or required to be disclosed by law, in which case the disclosing party is notified where permitted.

Confidentiality survives the end of the engagement for five years, and indefinitely for anything that constitutes a trade secret.

Where an engagement requires access to your platforms, you grant only the access needed, and you may revoke it at any time. We act on your instructions with respect to your data. Our handling of personal information is described in the privacy notice, and the providers involved are listed on the subprocessors page. Where we process personal information on your behalf as a service provider, the engagement document sets the processing terms.

We warrant that engagement services are performed with the reasonable skill and care of a competent practitioner in this field. If we fail that standard and you tell us in writing within 30 days of delivery, we will re-perform the affected work. That is our whole obligation for a service defect.

Except for that warranty, the website, the intake tool, the roadmap summary and all content are provided as-is and as-available, without warranty of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation. We do not warrant that third-party platforms will behave as their vendors document, and we are not responsible for changes those vendors make.

We do not guarantee any business result. Nothing on this site or in any deliverable is a promise of revenue, growth, cost reduction, or a specific outcome, and nothing we provide is legal, tax, accounting or investment advice. Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost business opportunity, or loss or corruption of data, even if advised of the possibility.

Our total aggregate liability arising out of or relating to an engagement is limited to the fees you paid us for that engagement in the 12 months before the event giving rise to the claim. For use of the website where no fees were paid, our aggregate liability is limited to CAD $100.

These limits do not apply to a party's liability for fraud, fraudulent misrepresentation, wilful misconduct, breach of confidentiality, or to any liability that cannot be limited by law.

Any claim must be brought within one year of the date the claim arose, except where a longer period is required by law.

You will defend and indemnify us against third-party claims, and the resulting damages and reasonable legal costs, arising from your breach of these Terms, your unlawful use of the website, your infringement of a third party's rights, or material you provided to us. We will defend and indemnify you against a third-party claim that a deliverable we created infringes that party's intellectual property rights, provided you notify us promptly, let us control the defence, and cooperate. That obligation does not apply where the claim arises from your material, your modification of a deliverable, or use outside the engagement's purpose.

These Terms apply while you use the website. We may suspend or end your access to the website at any time, and immediately where you breach these Terms or where continued access creates risk to the site or to others.

An engagement is terminated as its signed document provides. Either party may terminate an engagement for a material breach the other fails to cure within 15 days of written notice. On termination you pay for work performed and expenses incurred up to that date, we deliver the work product covered by those fees, and each party returns or destroys the other's confidential information on request, except where retention is required by law.

Sections covering fees owed, ownership, confidentiality, disclaimers, liability limits, indemnity, dispute resolution and general terms survive termination.

Governing law

These Terms are governed by the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable there, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Step one: direct negotiation

Before starting a formal proceeding, the party raising the dispute gives written notice describing it. Senior representatives of both parties then attempt to resolve it in good faith within 30 days of that notice.

Step two: binding arbitration

A dispute not resolved in that period is settled by binding arbitration before a single arbitrator, seated in Toronto, Ontario, conducted in English under the Arbitration Act, 1991 (Ontario) and, unless the parties agree otherwise, the rules of the ADR Institute of Canada. The arbitrator's award is final and may be entered as a judgment in any court of competent jurisdiction. Each party bears its own costs, and the parties share the arbitrator's fees equally unless the arbitrator directs otherwise.

Step three: courts, in reserved cases only

Either party may apply to the courts of Province of Ontario, Canada for injunctive or other equitable relief to protect confidential information or intellectual property, to enforce an arbitral award, or for a claim within the jurisdiction of small claims court. The parties submit to the jurisdiction of those courts for those purposes.

Individual basis

Disputes are resolved individually. Neither party may bring a claim as a class or representative proceeding, except where that restriction is unenforceable under applicable law. Nothing in this section removes a right you cannot waive under consumer protection legislation that applies to you.

Neither party is liable for a delay or failure to perform caused by an event beyond its reasonable control, including natural disaster, war, civil unrest, labour action, epidemic, government action, and failure of internet, hosting or third-party platform infrastructure. The affected party gives notice, makes reasonable efforts to work around the event, and obligations resume when it ends. Payment obligations for work already performed are not excused.

• Independent contractor. We act as an independent contractor. Nothing here creates a partnership, joint venture, agency or employment relationship.
• Assignment. Neither party may assign these Terms without the other's written consent, except to a successor in a merger or sale of substantially all assets.
• Notices. Notices to us go to shannon@thecwtstudio.com. Notices to you go to the email address you provided. Notice is effective on the business day after it is sent.
• No waiver. Failure to enforce a provision is not a waiver of it.
• Severability. If a provision is unenforceable, it is limited to the minimum extent necessary and the rest stays in force.
• Entire agreement. These Terms, together with any signed engagement document and the policies linked from this site, are the entire agreement on their subject and replace prior discussions.
• Third-party services. The site links to and integrates with third-party services. We are not responsible for their content, availability or practices.
• Changes. We may revise these Terms. The effective date at the top changes when we do, and continued use after that date is acceptance. A revision does not change a signed engagement document.

• Email: shannon@thecwtstudio.com
• Organization: CWT Studio
• Location: Ontario, Canada