Terms and conditions

TERMS OF SERVICE AND COMMERCIAL CONDITIONS

Effective Date: October, 2026

Last Updated: October, 2026

1. Binding Legal Agreement

These Terms of Service and Commercial Conditions (“Terms”) constitute a legally binding contract between briqtocliq (“we,” “us,” “our”), operating out of Brampton, Ontario, Canada, and any individual or corporate entity (“Client,” “User,” “you,” “your”) accessing https://briqtocliq.com (the “Site”) or procuring our digital development, software engineering, and technical consulting solutions.

By accessing the Site, requesting an audit, booking a scoping session, or executing an agreement with us, you represent that you have read, understood, and agreed to be bound by these Terms. If you are entering into these Terms on behalf of a corporation, partnership, or other legal entity, you represent and warrant that you possess the statutory legal authority to bind that entity to these Terms. If you do not agree with these Terms, you must immediately discontinue all access to and use of the Site and Services.

2. Services Portfolio & Contract Hierarchy

briqtocliq provides professional digital services, including custom software development, website and web application engineering, artificial intelligence (AI) automation, GoHighLevel (GHL) workflow implementations, CRM/ERP architecture, and digital marketing/SEO consulting (the “Services”).

Contract Hierarchy & Priority

• Informational Site Use: General browsing of our Site and automated audits are governed exclusively by these Terms.
• Bespoke Technical Engagements: Formal enterprise software builds, engineering sprints, complex CRM migrations, and ongoing marketing retainers are governed by a bilaterally executed Master Services Agreement (MSA), accompanied by one or more project-specific Statements of Work (SOW).
• Order of Precedence: In the event of any direct conflict between these online Terms and an executed, customized MSA or SOW, the provisions of the bilaterally signed MSA and SOW shall supersede and govern.

3. Service Scope, Acceptance, and Change Management

A. Scoping & Milestones

Each commercial engagement shall be defined within an SOW detailing project milestones, functional deliverables, estimated delivery schedules, and technical requirements.

B. User Acceptance Testing (UAT) & Deemed Acceptance

Upon notification by briqtocliq that a project milestone or software release has been deployed to a staging environment, Client shall have a review window of ten (10) business days (“Review Period”) to conduct User Acceptance Testing to verify conformity with the functional specifications set forth in the SOW.

• If Client identifies reproducible defects that deviate materially from the agreed specifications, Client must deliver a written notice detailing the non-conformities before the expiration of the Review Period.
• briqtocliq will make commercially reasonable efforts to remediate verified reproducible non-conformities at no additional cost.
• Deemed Acceptance: If Client fails to provide written notification of reproducible non-conformities within the Review Period, or if Client deploys the deliverables to a live production environment, the deliverable shall be irrevocably deemed accepted by Client for all contractual and payment purposes.

C. Change Order Protocol

Any request by Client to alter functional workflows, add application features, change third-party dependencies, or modify project scopes outside the baseline SOW must be submitted in writing. Scope modifications will be executed only through a written, mutually signed Change Order detailing the resulting adjustments to delivery timelines, engineering resource allocations, and additional billable fees.

4. Fees, Invoicing, Taxes, and Payment Terms

A. Fees and Currency

Client agrees to pay all fees specified in the relevant invoice or SOW. Unless explicitly designated otherwise in writing, all fees quoted on the Site or within agreements are denominated in United States Dollars (USD) or Canadian Dollars (CAD), as designated on the individual quotation or commercial invoice.

B. Cross-Border Indirect Tax Administration

• Canadian Clients: Invoices issued to domestic Canadian clients will include statutory Goods and Services Tax (GST) or Harmonized Sales Tax (HST) based on the client’s provincial place of supply (e.g., 13% HST for Ontario).
• United States & International Clients: Digital software engineering, website development, and advisory services delivered to non-resident corporate clients are treated as zero-rated exported supplies under the Canadian Excise Tax Act (0% GST/HST applied).
• Client Responsibility for Local Taxes: Client bears sole responsibility for any foreign withholding taxes, state sales or use taxes, gross receipts taxes, value-added taxes (VAT), or customs duties levied by their local municipal, state, or national jurisdictions. All fees payable to briqtocliq are net of any foreign withholding or bank transmission fees.

C. Late Payments and Default

Invoices are due upon presentation or according to the payment schedule articulated in the SOW. Invoices unpaid past thirty (30) calendar days from the due date shall accrue interest at the rate of 1.5% per month (18% per annum) or the maximum statutory rate permitted by law, whichever is lower. In the event of non-payment, briqtocliq reserves the right to suspend development sprints, withhold deployment credentials, or revoke production access to staging environments until full settlement is received.

5. Intellectual Property Rights Allocation

A. Client Work Product

Subject to full, final, and irrevocable payment of all invoiced fees by Client, briqtocliq assigns to Client all right, title, and interest (including worldwide copyrights) in and to bespoke application code, frontend graphic UI assets, and custom databases developed exclusively for Client under an executed SOW (“Work Product”).

B. briqtocliq Background Technology and Reusable Assets

Notwithstanding Section 5.A, briqtocliq retains exclusive ownership of, and all intellectual property rights in and to:

1. All pre-existing source code, libraries, proprietary software engines, boilerplates, internal build tools, algorithm routines, and automation architectures developed prior to or independently of the client engagement (“Background Technology”);
2. General automation templates, workflows, and configurations developed within GoHighLevel or third-party CRM platforms that represent generic business logic not containing Client Confidential Information.

briqtocliq grants to Client a perpetual, worldwide, non-exclusive, royalty-free, non-transferable license to execute, operate, and internally utilize Background Technology solely as integrated into and necessary for the operational functioning of the delivered Work Product.

C. Open Source Software

Deliverables may integrate or interface with third-party Open Source Software (OSS) governed by recognized licenses (e.g., MIT, Apache 2.0, BSD). All OSS components are provided under their respective license covenants, and nothing in these Terms restricts Client’s rights or imposes obligations superseding those open-source licenses.

6. Artificial Intelligence (AI) and Third-Party Dependencies Disclaimer

A. Third-Party Infrastructure (GHL, APIs, Cloud)

The Services frequently configure, integrate, or rely on third-party software platforms, cloud infrastructure, and Application Programming Interfaces (APIs), including but not limited to GoHighLevel, Amazon Web Services, Google Cloud Platform, OpenAI, Anthropic, Twilio, Stripe, and Meta.

• Client acknowledges that briqtocliq does not own, control, or operate these third-party platforms.
• briqtocliq shall not be held liable for any damages, operational downtime, service interruptions, breaking API deprecations, rate-limiting disruptions, or price alterations caused by third-party service providers.

B. Artificial Intelligence Automation Limits

Where Services involve the implementation of AI-driven conversational bots, automated lead qualification, or workflow decision engines:

• Client recognizes that AI systems rely on probabilistic machine-learning models and may occasionally produce non-deterministic outputs, inaccurate parsing, or unintended conversational responses (“hallucinations”).
• Client agrees to maintain reasonable human-in-the-loop oversight and monitoring over automated workflows.
• briqtocliq explicitly disclaims all liability for commercial decisions, conversational errors, customer disputes, or transactional losses arising from unmonitored AI autonomous execution.

7. Performance Marketing & SEO Disclaimers

For all engagements involving digital marketing, search engine optimization (SEO), performance advertising, or social media management:

• briqtocliq applies professional industry practices and data-driven optimization strategies;
• No Commercial Guarantees: briqtocliq does not guarantee, warrant, or promise specific Google search ranking positions, click-through rates (CTR), lead volumes, customer acquisition costs (CAC), conversion ratios, or financial revenue metrics. Third-party search engines and advertising platforms update indexing criteria and ad-delivery algorithms independently without prior notice.

8. Client Responsibilities and Lawful Operations

Client represents and warrants that:

1. It possesses all necessary rights, licenses, consents, and authorizations to provide all digital assets, copy, logos, trademarks, and database records delivered to briqtocliq for inclusion in the Services;
2. Its instructions, lead acquisition funnels, and customer messaging setups comply fully with all applicable international communications and data protection statutes, including Canada’s Anti-Spam Legislation (CASL), the US CAN-SPAM Act, the EU/UK GDPR, and the US Telephone Consumer Protection Act (TCPA);
3. It will not utilize software or automations developed by briqtocliq to transmit malicious software, engage in unauthorized electronic spamming, or execute unlawful fraudulent activities.

9. Warranties and Exclusive Remedies

A. Limited Technical Warranty

For bespoke software engineering delivered under an SOW, briqtocliq warrants for a period of thirty (30) calendar days following acceptance (“Warranty Period”) that the software will operate in material conformity with the written functional specifications agreed to in the SOW. Client’s sole and exclusive remedy for breach of this limited warranty shall be for briqtocliq to use commercially reasonable efforts to correct, patch, or repair the verified reproducible defect.

B. Warranty Exclusions

This limited warranty shall be null and void if the software defect results from:

1. Modifications, code tampering, or architectural changes executed by Client or unauthorized third parties;
2. Malfunctions in third-party hosting, infrastructure, external APIs, or operating systems;
3. Operating conditions outside the parameters specified in the documentation.

C. Disclaimer of Implied Warranties

Except as expressly set forth in these terms or a written MSA, the Site, materials, and services are provided strictly on an “as is” and “as available” basis. To the maximum extent permitted under applicable law, briqtocliq expressly disclaims all other warranties, representations, or conditions of any kind, whether express, statutory, or implied, including all implied warranties of merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment, and systems integration.

10. Limitation of Liability and Waiver of Consequential Damages

A. Waiver of Consequential Damages

To the maximum extent permitted by applicable law, in no event shall briqtocliq, its corporate directors, officers, employees, contractors, or agents be liable to Client or any third party for any indirect, consequential, exemplary, incidental, special, or punitive damages whatsoever, including damages for loss of profits, loss of business revenue, loss of goodwill, loss of digital data, operational downtime, or computer failure, regardless of whether briqtocliq was advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

B. Maximum Aggregate Liability Cap

To the maximum extent permitted by applicable law, briqtocliq’s total aggregate cumulative liability arising out of or related to these Terms, the Site, or any project Statement of Work, under any legal theory (whether in contract, tort, negligence, strict liability, or indemnity), shall be strictly capped at and limited to the total professional fees actually paid by Client to briqtocliq under the specific Statement of Work giving rise to the claim during the six (6) month period immediately preceding the event triggering liability.

11. Indemnification

Client agrees to defend, indemnify, and hold harmless briqtocliq and its directors, officers, employees, and subcontractors from and against all third-party claims, demands, liabilities, damages, losses, costs, and legal expenses (including reasonable legal fees) arising out of or related to:

1. Client’s breach of any covenant, warranty, or representation contained in these Terms;
2. Allegations that materials, data, brand assets, or project specifications supplied by Client infringe the intellectual property, privacy, or proprietary rights of any third party;
3. Violations of data privacy statutes (e.g., GDPR, PIPEDA, CCPA) or anti-spam rules (CASL, CAN-SPAM) stemming from Client’s marketing communications or lead lists.

12. Term and Termination

Either party may terminate an engagement or SOW for cause if the other party breaches any material term and fails to cure such breach within thirty (30) calendar days of receiving written notice specifying the breach.

Upon termination, Client shall immediately remit payment for all billable professional services rendered, milestones achieved, and non-cancellable third-party commitments incurred up to the effective date of termination. All provisions of these Terms which by their nature should survive termination (including Intellectual Property ownership, Payment Obligations, Warranty Disclaimers, Indemnification, Limitation of Liability, and Dispute Resolution) shall survive.

13. Governing Law, Jurisdiction, and International Arbitration

A. Governing Law

These Terms, any bilateral commercial agreements, and all disputes arising out of or relating to our commercial relationship shall be governed by, construed, and enforced exclusively in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded and shall not apply.

B. Dispute Resolution and Binding International Arbitration

• Mandatory Good-Faith Negotiation: Prior to initiating formal dispute proceedings, the parties agree to seek resolution through amicable, good-faith executive negotiations within thirty (30) calendar days of written notice of a dispute.
• Binding Commercial Arbitration: If unresolved through negotiation, all disputes, controversies, or claims arising out of or relating to these Terms, including validity, breach, or termination, shall be referred to and finally resolved by binding commercial arbitration administered by the ADR Institute of Canada (ADRIC) in accordance with the ADRIC Arbitration Rules, or where cross-border enforcement is required, under the UNCITRAL Arbitration Rules.
• Arbitration Mechanics: The seat and legal place of arbitration shall be Toronto, Ontario, Canada. The language of the arbitration shall be English. The arbitral tribunal shall consist of a single neutral arbitrator appointed in accordance with the relevant rules. The arbitrator’s award shall be final, non-appealable, and enforceable in any court of competent jurisdiction worldwide under the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.
• Injunctive Relief: Nothing herein precludes briqtocliq from seeking immediate equitable or injunctive relief before the courts of Ontario to restrain intellectual property infringement, confidentiality violations, or payment defaults.

14. Export Controls and International Sanctions

Client represents that it is not located in, organized under the laws of, or resident in any country or territory subject to comprehensive international trade sanctions or economic embargoes enforced by the Government of Canada, the United States Department of the Treasury (OFAC), the United Nations, or the United Kingdom. Client warrants that it will not export, re-export, or transfer any software deliverable in violation of applicable export control regulations.

15. General Provisions

• Severability: If any provision of these Terms is deemed unlawful, invalid, or unenforceable by an arbitral tribunal or competent court, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect.
• No Waiver: No waiver by briqtocliq of any breach or default under these Terms shall constitute a waiver of any subsequent breach or default.
• Assignment: Client may not assign, transfer, or delegate these Terms or any rights or obligations under an SOW without the prior written consent of briqtocliq. briqtocliq may assign its rights and obligations to a corporate affiliate or successor entity.
• Independent Contractors: The relationship between briqtocliq and Client is strictly that of independent contractors. Nothing in these Terms creates a legal partnership, joint venture, agency, franchise, or employment relationship.
• Force Majeure: Neither party shall be liable for delays or non-performance caused by events beyond reasonable control, including acts of God, war, terrorism, government restrictions, utility blackouts, internet backbone failures, or severe cyber warfare attacks.

16. Legal Inquiries and Notices

All formal legal notices, inquiries, or communications regarding these Terms must be submitted in writing to:

briqtocliq Legal & Commercial Governance

Brampton, Ontario, Canada

Email: info@briqtocliq.com / privacy@briqtocliq.com
Telephone: +1 (437) 443-1525
Website: https://briqtocliq.com