Terms of Service

These Terms of Service (“Terms”) govern access to clementsols.ca and the general use of services offered by ClementSols Inc. (“ClementSols,” “we,” “us,” or “our”). By using this website, submitting an inquiry, or engaging our services, you agree to these Terms.

If you enter into a signed proposal, statement of work, master services agreement, or other written contract with ClementSols, that agreement will govern the professional services and will prevail over these website Terms if there is a conflict.

ClementSols provides digital strategy, website design and development, local search optimization, advertising management, lead tracking, reputation support, automation, AI-assisted marketing insight, content, video, photography, and related consulting services.

The exact scope, deliverables, schedule, assumptions, dependencies, revision limits, and fees for client work will be described in a proposal or statement of work. Services outside the agreed scope may require a written change order and additional fees.

Proposals remain open for the acceptance period stated in the proposal. Project dates are estimates until required deposits, information, credentials, and approvals have been received.

Client approval by email, project-management platform, electronic signature, or another agreed method is binding for the relevant deliverable or decision. Material changes after approval may affect timing and price. We will identify additional work before proceeding whenever reasonably possible.

Clients are responsible for:

• providing timely, accurate, and complete information, access, brand assets, credentials, and feedback;
• ensuring supplied content, data, claims, offers, trademarks, images, lists, and instructions may lawfully be used;
• reviewing deliverables for accuracy, legal compliance, and industry-specific requirements before publication;
• maintaining secure control of accounts and promptly revoking access when appropriate;
• obtaining required consents for customer data, testimonials, email or SMS marketing, cookies, call recording, tracking, and advertising; and
• making final business decisions regarding budgets, offers, pricing, staffing, fulfilment, and customer service.

Delays in client responsibilities may extend schedules and may require rebooking resources.

Fees, deposits, recurring charges, media budgets, expenses, and payment schedules are stated in the applicable proposal or invoice. Unless expressly stated otherwise, fees are in Canadian dollars and exclude applicable taxes.

Invoices are payable by the due date shown. Deposits and prepaid retainers are non-refundable once work or reserved production time begins, except where a written agreement states otherwise. Late balances may result in paused work, delayed launch, withheld deliverables, interest where lawful and stated, or recovery costs.

Advertising spend, platform subscriptions, domain fees, hosting, stock assets, printing, travel, and third-party charges are separate unless specifically included.

Each party retains ownership of materials, tools, systems, trademarks, data, and intellectual property it owned before the engagement. ClementSols retains ownership of its reusable methods, know-how, code libraries, templates, processes, and internal tools.

Upon full payment, the client receives the ownership or licence rights expressly described in the applicable agreement. Third-party assets remain subject to their own licences. Until all amounts are paid, the client may not publish, transfer, resell, or commercially use unpaid deliverables unless we agree otherwise in writing.

ClementSols will not publicly identify a client or display confidential work as a case study without permission where permission is required by the governing agreement.

Each party will use reasonable care to protect confidential information received from the other and will use it only for the engagement, except where disclosure is authorized, required to perform the work, or required by law.

Personal information is handled in accordance with our Privacy Policy and applicable Canadian privacy law. Clients must not provide personal information that is unnecessary for the services and must ensure they have authority and appropriate consent to share any data provided to us.

Projects may depend on third-party platforms such as website hosts, domain registrars, advertising networks, analytics providers, social networks, scheduling tools, customer relationship systems, payment providers, AI services, and software plugins.

Third parties operate under their own terms, policies, pricing, availability, and technical rules. ClementSols is not responsible for outages, account suspensions, algorithm changes, rejected advertisements, data loss, price changes, security incidents, or acts of a third party outside our reasonable control. The client remains responsible for its accounts and compliance with platform policies.

Marketing performance depends on many factors outside our control, including competition, demand, seasonality, budgets, platform changes, market conditions, client response speed, sales processes, reputation, and service capacity. We do not guarantee rankings, traffic, leads, revenue, advertising approval, or a particular return on investment unless a signed agreement expressly states otherwise.

AI-assisted tools may be used to support research, analysis, ideation, drafting, automation, or production. Outputs may contain errors or require human review. Clients are responsible for final factual, legal, regulatory, and professional approval before using deliverables in sensitive or regulated contexts.

You may not use our website, services, systems, or deliverables to:

• violate law, intellectual-property rights, privacy rights, platform rules, or contractual obligations;
• send unlawful spam, engage in deceptive advertising, harvest data, impersonate others, or distribute malware;
• interfere with security, probe systems without permission, overload services, or attempt unauthorized access;
• publish knowingly false, defamatory, discriminatory, abusive, or illegal content; or
• resell, reverse engineer, or misuse proprietary tools except as expressly authorized.

Either party may terminate professional services as permitted by the applicable agreement. ClementSols may suspend access or work for overdue invoices, security risk, unlawful instructions, abusive conduct, material breach, or failure to provide required cooperation.

On termination, the client must pay for work performed, committed third-party costs, non-cancellable expenses, and any termination amounts described in the governing agreement. Provisions concerning payment, confidentiality, intellectual property, disclaimers, liability, and dispute resolution survive termination where their nature requires it.

The website and general information are provided on an “as is” and “as available” basis. Content is for general business information and is not legal, accounting, tax, investment, cybersecurity, or other regulated professional advice.

To the maximum extent permitted by law, ClementSols disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, and error-free operation. Any warranties for paid services are limited to those expressly stated in a signed agreement.

To the maximum extent permitted by applicable law, ClementSols will not be liable for indirect, incidental, special, punitive, exemplary, or consequential damages, or for lost profits, revenue, data, goodwill, opportunities, or anticipated savings arising from the website or services.

Unless a signed agreement states a different limit, ClementSols’ total aggregate liability relating to a claim will not exceed the fees paid to ClementSols for the specific services giving rise to the claim during the three months immediately preceding the event. Nothing in these Terms excludes liability that cannot lawfully be excluded or limited.

To the extent permitted by law, you agree to defend, indemnify, and hold harmless ClementSols and its directors, officers, employees, and contractors from third-party claims, losses, liabilities, and reasonable costs arising from content, data, materials, instructions, products, or claims you provide; your unlawful or unauthorized use of deliverables; or your breach of these Terms or applicable law.

Neither party is responsible for delay or failure caused by events beyond reasonable control, including natural disasters, severe weather, public-health emergencies, labour disruption, war, civil disorder, utility or internet failure, cyberattack, government action, supplier failure, or major platform outage. The affected party will take reasonable steps to reduce the impact and resume performance.

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law rules.

The parties will first attempt in good faith to resolve a dispute through direct discussion. Unless a signed agreement provides another process, the courts located in Ontario will have exclusive jurisdiction, subject to any mandatory consumer-protection rights that apply.

If any provision is found unenforceable, it will be limited or removed only to the minimum extent necessary and the remaining provisions will continue. A failure to enforce a provision is not a waiver. You may not assign your rights or obligations without our written consent; ClementSols may assign these Terms in connection with a reorganization, sale, or transfer of its business.

Electronic notices and signatures may be used where lawful. Headings are for convenience only. These Terms, together with any applicable signed agreement and the Privacy Policy, form the relevant agreement concerning website use and general services.

We may update these Terms to reflect changes in our services, business, or legal obligations. The current version will be posted here with a revised effective date. Continued use after an update constitutes acceptance of the revised Terms to the extent permitted by law.

Questions about these Terms may be sent to info@clementsols.ca.