Terms of Service

These terms apply to this website and to the services provided by Salman Ahmad, a sole proprietor in Calgary, Alberta, operating as AHMXD Technologies (“AHMXD”). Sections A and B cover this website. Sections 1 to 20 are AHMXD's client terms. They are word for word the same as AHMXD's Master Services Agreement (the “MSA”), the contract a client signs before work starts, so what you read here is exactly what you would sign.

In sections 1 to 20, “the Client” means you, the business AHMXD works for. If you sign an MSA with AHMXD, the signed MSA applies, even if these online terms change later. If you accept a quote or Project Schedule from AHMXD without signing an MSA, sections 1 to 20 apply to it as if you had signed them as an MSA: “this MSA” means these client terms, the details in your quote or Project Schedule take the place of the Parties page, and the Effective Date is the day you accept it.

When these terms change, the date at the top is updated. A change never alters a signed MSA, a Project Schedule or a quote you have already accepted, unless both parties agree in writing. You can ask for a copy of the MSA at any time.

These terms are governed by the laws of Alberta and the federal laws of Canada that apply there. Questions: Salman Ahmad, AHMXD Technologies, Calgary, Alberta. s.ahmad0147@gmail.com

• Information on this website is general and may change. Prices are starting points in Canadian dollars, before any applicable taxes. Your written quote or Project Schedule sets the final price.
• The text, design, code and logo of this website belong to AHMXD. Do not copy, scrape or reuse them, or try to disrupt or overload the website.
• The live client site status, Calgary time and temperature on this website are for interest only and may be delayed or wrong.
• Links to other websites are provided for convenience. AHMXD is not responsible for their content.
• This website and its content are provided as is.

1. 1.1

   Definitions. In this Agreement:

   1. (a)“Agreement” means this Master Services Agreement (the “MSA”), every Project Schedule and every Change Order made under it.
   2. (b)“AHMXD” means Salman Ahmad, operating as AHMXD Technologies.
   3. (c)“Business Day” means a day other than a Saturday, Sunday or statutory holiday in Alberta.
   4. (d)“Change Order” means a change to a Project Schedule approved by both parties under section 6.3.
   5. (e)“Client” means the client named on the Parties page.
   6. (f)“Client Data” means information, including personal information, that the Client or its customers put into a Deliverable, or that AHMXD handles for the Client while performing the Services.
   7. (g)“Client Materials” means the text, images, logos, trademarks, data, accounts, access and other materials the Client provides to AHMXD.
   8. (h)“Deliverables” means the websites, web applications, designs, configurations, scripts, automations and other work AHMXD creates for the Client under a Project Schedule.
   9. (i)“Effective Date” means the date shown on the cover page of this MSA.
   10. (j)“Fees” means the amounts payable under a Project Schedule or Change Order.
   11. (k)“Hosting & Care” means AHMXD’s monthly service that hosts and maintains a Deliverable the Client has paid for upfront.
   12. (l)“Launch” means the day a Deliverable goes live on the Client’s domain or is first put into use in the Client’s business.
   13. (m)“Monthly Plan” means a plan under which the Client pays a monthly fee for a Deliverable, including its hosting and care, instead of an upfront build fee.
   14. (n)“Project Schedule” means a document signed by both parties that describes a project, including its services, deliverables, timeline and Fees.
   15. (o)“Services” means the work described in a Project Schedule, which may include design, development, hosting, care, IT setup, IT support and automation.
   16. (p)“Third-Party Services” means software, platforms and services supplied by others, such as Vercel, Supabase, domain registrars, email and payment providers, plugins and software licences.
2. 1.2

   Interpretation. “Including” means “including without limitation”. Headings are for convenience only. “Written” and “in writing” include email. All amounts are in Canadian dollars.

1. 2.1

   One agreement, many projects. This MSA sets the terms that apply to all Services. Each project is described in its own Project Schedule, which becomes binding once both parties sign it. Signing this MSA does not oblige either party to start a project.

2. 2.2

   Order of priority. If the documents conflict, they apply in this order: a Change Order (for the change it describes), then the Project Schedule, then this MSA. The client terms in AHMXD’s online Terms of Service are the same as this MSA. Once the parties have signed this MSA, the signed version applies, even if the online terms change later.

3. 2.3

   Term. This MSA starts on the Effective Date and continues until it is ended under section 14.

1. 3.1

   Standard of work. AHMXD will perform the Services with reasonable skill and care, in a professional manner consistent with generally accepted industry practice, and as described in the Project Schedule.

2. 3.2

   How the work is done. AHMXD decides how to perform the Services, including the tools, frameworks, platforms and working hours it uses, as long as the Deliverables meet the Project Schedule.

3. 3.3

   Who does the work. The Services are performed by Salman Ahmad. AHMXD will not subcontract core design or development work without the Client’s written consent, which the Client will not unreasonably withhold. AHMXD stays responsible for any work it subcontracts, and may use Third-Party Services and tools to perform the Services.

4. 3.4

   Timelines. Dates in a Project Schedule are good-faith estimates. They depend on the Client providing materials, feedback, approvals and payments on time. If the Client is late, the timeline moves by at least the length of the delay, and AHMXD may reschedule the remaining work around its other commitments. AHMXD will tell the Client promptly if it expects a material delay on its side.

5. 3.5

   Communication. Email is the main channel for each project. AHMXD aims to reply within one Business Day and to look at a hosted site that is down on the same Business Day it is reported, and it will announce planned time off in advance. These are targets, not guaranteed service levels, unless a Project Schedule says otherwise.

1. 4.1

   The Client will:

   1. (a)provide the Client Materials, access and information AHMXD reasonably needs, complete and by the dates in the Project Schedule;
   2. (b)review previews, and answer questions and requests for approval, within 5 Business Days;
   3. (c)name one contact person who has authority to give feedback and approvals for the Client;
   4. (d)check the content of each Deliverable for accuracy before Launch, including prices, claims, hours and legal notices;
   5. (e)keep its own passwords and accounts secure, use two-factor sign-in where it is offered, and tell AHMXD promptly about any suspected unauthorised access; and
   6. (f)pay the Fees on time.
2. 4.2

   Rights to Client Materials. The Client confirms that it owns or has permission to use all Client Materials, and that AHMXD’s use of them under this Agreement will not infringe anyone’s rights or break any law. AHMXD may rely on the Client Materials without checking them, and may decline to publish material it reasonably believes is unlawful, infringing or harmful.

3. 4.3

   Licence to Client Materials. The Client grants AHMXD a non-exclusive, royalty-free licence to use, copy, edit, adapt and host the Client Materials only as needed to perform the Services and as allowed by section 11.10.

4. 4.4

   The Client’s own legal duties. The Client is responsible for its business’s legal compliance, including its privacy policy and website terms, consumer protection, advertising, accessibility, anti-spam (CASL) and industry rules. AHMXD can build features that support compliance, such as consent checkboxes, but does not give legal advice.

5. 4.5

   Accounts in the Client’s name. The Client’s domain names, business email, Google Business Profile, analytics, social media accounts and business software licences are registered in the Client’s name and paid for by the Client, unless the Project Schedule says otherwise. The Client gives AHMXD the access it needs to them.

1. 5.1

   Fees and taxes. The Fees are set out in each Project Schedule. All amounts are in Canadian dollars and do not include GST or other applicable taxes, which are added where they apply.

2. 5.2

   Deposit for upfront projects. For projects paid upfront, the Client pays a deposit of 50% of the build fee when it signs the Project Schedule. The remaining 50% is due at Launch, before the Deliverable goes live on the Client’s domain. A Custom project may instead use the milestone payments set out in its Project Schedule.

3. 5.3

   First payments for Monthly Plans. For a Monthly Plan, the Client pays the first 2 months’ fees when it signs the Project Schedule. They cover the first 2 months from the billing start date in the Project Schedule. Later months are billed in advance on the same day each month.

4. 5.4

   Work starts after payment. Design and other work start only after the deposit or first payments are received, and the timeline in the Project Schedule runs from that date.

5. 5.5

   Deposits and refunds. The deposit and first payments book AHMXD’s time and pay for the design and mockup work, so they are not refundable once design has begun. If AHMXD cannot start the project within 30 days after receiving them, for reasons within its own control, the Client may cancel the project by written notice and receive a full refund of them.

6. 5.6

   Balance at Launch. Until the balance due at Launch is paid, AHMXD may keep the Deliverable on a private preview and is not required to put it live.

7. 5.7

   Invoices. Invoices are due within 7 days of the invoice date unless the Project Schedule says otherwise. Payment methods are listed in the Project Schedule, and each party pays its own bank or card fees.

8. 5.8

   Late payment. Overdue amounts bear interest at 1.5% per month, calculated and compounded monthly, which is equal to 19.56% per year, from the due date until paid.

9. 5.9

   Suspension for non-payment. If an amount is not paid when due, AHMXD will send a reminder. If it is still unpaid 14 days after AHMXD gives written notice, AHMXD may suspend the Services, including pausing a hosted website, until everything overdue is paid. AHMXD will restore the Services promptly after payment, usually the same Business Day. Fees continue to fall due during a suspension.

10. 5.10

    Disputed invoices. If the Client disputes an invoice in good faith, it must tell AHMXD in writing within 7 days of receiving it, with its reasons, and pay the undisputed part on time. The parties will then resolve the dispute under section 19, and AHMXD will not suspend the Services over the disputed amount while they do.

11. 5.11

    Third-party costs. Third-Party Services bought for the Client, such as premium plugins, stock images, paid APIs, database backups, software licences and hardware, are billed at cost or paid by the Client directly, as the Project Schedule says. AHMXD will not incur any such cost, or any new recurring cost, without the Client’s prior written approval.

12. 5.12

    Changes to recurring fees. AHMXD may change the fees for Monthly Plans, Hosting & Care and IT support by giving at least 60 days’ written notice. No change takes effect during a Monthly Plan’s Minimum Term. If the Client does not accept a change, it may end the affected service, without any early-cancellation payment, by written notice before the change takes effect.

13. 5.13

    Hourly work. Work outside the scope of a Project Schedule is billed at $75 per hour, in 15-minute increments, unless a Change Order sets a different price.

1. 6.1

   Fixed scope. The Fees cover only the work written in the Project Schedule. Anything not listed there is outside the scope.

2. 6.2

   Revision rounds. The Project Schedule sets how many rounds of design changes are included. A round is one consolidated set of feedback on a design or preview, sent at one time. Extra rounds are billed at the hourly rate. Fixing AHMXD’s own mistakes, where the work does not match the approved design or the Project Schedule, is not a revision round and is free.

3. 6.3

   Change Orders. Either party may propose a change to a Project Schedule, and AHMXD will explain its effect on the Fees and the timeline. A change binds the parties only once it is approved in a Change Order signed by both parties, or confirmed by both parties by email that identifies the change, its price and its effect on the timeline. AHMXD does not have to start changed work until the change is approved and any payment it requires is made.

4. 6.4

   After Launch. Launch is sign-off on the project. After Launch, new pages, new features, new content, redesigns and changes to approved work are new work, quoted separately or billed hourly. What is included after Launch is set out in sections 8.1 and 9.2. Unused minutes of small edits do not carry over.

5. 6.5

   Paused projects. If a project waits more than 30 days for the Client’s materials, feedback, approvals or payments, AHMXD may pause it by written notice. When the Client is ready, AHMXD will restart the project at its next reasonable opening and reset the dates. Amounts already due remain payable.

6. 6.6

   Dormant projects. If a paused project receives no response from the Client for 90 days in a row, AHMXD may give written notice that it will close the project. If the Client does not respond within 14 days after that notice, the project is treated as cancelled by the Client under section 14.2.

1. 7.1

   Previews. Before Launch, AHMXD will share each Deliverable on a private preview link, or demonstrate it, so the Client can review it.

2. 7.2

   Acceptance. A Deliverable is accepted on the first of these: (a) the Client approves it in writing; (b) 5 Business Days pass after AHMXD asks in writing for approval, and the Client has not listed, in writing, specific ways in which it does not meet the Project Schedule; or (c) the Client asks for it to go live or uses it in its business.

3. 7.3

   Fixing issues before Launch. AHMXD will fix each listed issue where the Deliverable does not meet the Project Schedule and send it back for review under this section. Feedback that goes beyond the Project Schedule uses a revision round or needs a Change Order.

4. 7.4

   Launch. Launch takes place once the Deliverable is accepted and the balance due at Launch is paid. Launch is sign-off: the project is complete, subject to the warranty in section 8.

5. 7.5

   Handover guide. At Launch, AHMXD gives the Client a plain-English guide to how the Deliverable is built and where it runs.

1. 8.1

   30-day defect fix. For 30 days after Launch, AHMXD will fix, at no charge, any defect the Client reports in writing where the Deliverable does not work as described in the Project Schedule or the approved design.

2. 8.2

   What the warranty does not cover. Problems caused by changes made by anyone other than AHMXD; Client Materials; changes to, or failures of, Third-Party Services, browsers, devices or networks; use of the Deliverable in a way the Project Schedule does not describe; and requests for new features or design changes.

3. 8.3

   No other promises. Except as this Agreement states, and to the extent the law allows, AHMXD gives no other warranties or conditions, express or implied. AHMXD does not promise that a Deliverable will be error-free or always available, or that it will achieve any particular search ranking, traffic, sales or other business result. Search engines and other platforms control their own rankings and rules.

4. 8.4

   Rights the law protects. Nothing in this section removes any warranty or right that cannot be excluded by law.

1. 9.1

   Hosting. Where a Project Schedule includes hosting, a Monthly Plan or Hosting & Care, AHMXD hosts the Deliverable and its database on Third-Party Services (currently Vercel and Supabase) under AHMXD’s own accounts, each protected by two-factor sign-in.

2. 9.2

   What is included. While a Monthly Plan or Hosting & Care is active: hosting, the database, the software and security updates AHMXD considers necessary, fixes for defects in AHMXD’s own work (with the exclusions in section 8.2), and small edits of up to 30 minutes a month. Larger work is billed under section 5.13.

3. 9.3

   Availability. AHMXD will use reasonable efforts to keep hosted Deliverables available, but availability depends on Third-Party Services and the internet, and AHMXD does not guarantee uninterrupted service. If a Third-Party Service fails, AHMXD will work with its provider to restore the Deliverable as soon as reasonably possible.

4. 9.4

   Backups. Code is kept in version control. Database backups are included only where the Project Schedule says so, and may need a paid plan whose cost is passed on to the Client. Without them, lost data may not be recoverable. The Client should keep its own copies of important content and records.

5. 9.5

   Minimum Term for Monthly Plans. Each Monthly Plan has a minimum term of 12 months from its billing start date (the “Minimum Term”). After the Minimum Term, it continues month to month until either party ends it with 30 days’ written notice.

6. 9.6

   Ending a Monthly Plan early. If the Client ends a Monthly Plan before the Minimum Term ends, or AHMXD ends it under section 14.4 because of the Client’s breach, the monthly fees for the rest of the Minimum Term become due right away. The Client acknowledges that the low upfront cost of a Monthly Plan is possible only because the cost of building the Deliverable is recovered over the Minimum Term, and that this amount reflects that cost and is not a penalty. This section does not apply when the plan ends under section 5.12, section 14.3 or section 18.3, or because of AHMXD’s breach.

7. 9.7

   Hosting & Care and IT support. Unless a Project Schedule says otherwise, Hosting & Care (from $39 a month) and IT support run month to month, and either party may end them with 30 days’ written notice.

8. 9.8

   No transfer of ownership. A Monthly Plan never transfers ownership of a Deliverable, however long it runs. The Client’s licence continues only while the plan is active and paid up (see section 11).

9. 9.9

   When hosting ends. When hosting, a Monthly Plan or Hosting & Care ends for any reason, AHMXD may take the Deliverable offline. For 30 days after that, the Client may ask for a copy of its Client Materials and Client Data in a common format, and AHMXD will provide it. After those 30 days, AHMXD may delete them, unless the law requires otherwise. The domain stays with the Client, and AHMXD will help point it to a new provider. The code and design are not handed over unless they have been bought under section 11.6 or section 11.11 applies.

1. 10.1

   Access. The Client will give AHMXD the on-site, remote and administrator access it reasonably needs, and have someone with authority available during on-site visits.

2. 10.2

   Licences and hardware. Software, subscriptions, cloud services and hardware are bought in the Client’s name and at the Client’s cost. Where AHMXD sources hardware for the Client, it is supplied at cost plus any fee agreed in the Project Schedule, and the manufacturer’s warranty passes to the Client. AHMXD gives no separate warranty on hardware.

3. 10.3

   Backups before work. Before AHMXD works on a computer, server or system, the Client is responsible for having a current backup of its data, unless the Project Schedule makes AHMXD responsible for backups. AHMXD is not responsible for the loss of data that was not backed up.

4. 10.4

   Existing problems. AHMXD is not responsible for problems that existed before it started, such as unlicensed software, malware, failing hardware or unsupported systems. It will tell the Client about problems it finds and may quote to fix them.

5. 10.5

   Security. AHMXD will follow reasonable security practices, but no system is completely secure. The Client is responsible for how its staff use its systems, including their passwords, the emails they open and the access they share.

6. 10.6

   Automation. Automations such as scripts, bots and integrations depend on the systems they connect to. If a connected system changes its interface, terms or data format, repairs are billable work unless the Project Schedule includes maintenance. The Client is responsible for checking the results of automations it relies on for business decisions, records or messages to customers.

7. 10.7

   On-site work. On-site work is available in Calgary. Travel time and costs outside Calgary are billed as set out in the Project Schedule.

1. 11.1

   What the Client owns. The Client owns its Client Materials, Client Data, domain names and trademarks. Nothing in this Agreement transfers them to AHMXD, and the Client may ask for a copy of its Client Data at any time.

2. 11.2

   What AHMXD owns. Unless AHMXD transfers ownership in a written assignment signed by AHMXD, AHMXD owns the copyright and all other intellectual property in the Deliverables, and in the code, designs, components, tools, templates and know-how it creates or uses, including anything it created before this Agreement. Computer programs are protected as literary works under the Copyright Act, and their author is the first owner of the copyright (sections 2 and 13(1)). AHMXD performs the Services as an independent business and not as the Client’s employee, so the employer rule in section 13(3) of the Copyright Act does not apply.

3. 11.3

   The Client’s licence. Subject to payment of the Fees when due, AHMXD grants the Client a non-exclusive, non-transferable licence to use each Deliverable for the Client’s own business, as hosted by AHMXD, while the Project Schedule, Monthly Plan or Hosting & Care that covers it is active and paid up.

4. 11.4

   Limits on the licence. Without AHMXD’s written permission, the Client will not copy, modify, resell, sublicense or reverse engineer the code, move it to another host, or let anyone else do so.

5. 11.5

   Work installed on the Client’s own systems. For Deliverables installed on the Client’s own systems rather than hosted by AHMXD, such as IT configurations, scripts and automations, the licence becomes perpetual once they are paid for in full, and the Client may use and modify them for its own internal business purposes.

6. 11.6

   Buying the code. The Client may ask to buy ownership of a Deliverable’s code and design. The price and terms are agreed case by case. Ownership passes only through a written assignment signed by AHMXD after full payment, as section 13(4) of the Copyright Act requires. AHMXD may keep its pre-existing and general reusable components, and the Client receives a perpetual licence to use them as part of that Deliverable.

7. 11.7

   Open-source and third-party software. Open-source and third-party software used in a Deliverable, such as React and Next.js, stays under its own licence. AHMXD does not claim to own it, and the Client will follow those licences.

8. 11.8

   Reusable know-how. AHMXD may reuse general code, components, techniques and know-how in other work, but never the Client Materials, Client Data, the Client’s branding or its Confidential Information.

9. 11.9

   Moral rights. Under section 14.1 of the Copyright Act, moral rights cannot be assigned, only waived. Salman Ahmad keeps his moral rights unless he waives them in writing. On a buyout, he will waive them to the extent the Client needs to modify the work.

10. 11.10

    Portfolio and credit. AHMXD may show a finished Deliverable in its portfolio and marketing, with screenshots, a short description and a link, and may include a small “Built by AHMXD Technologies” credit in the site’s footer. The Client may opt out of either at any time by written notice. AHMXD will never show Confidential Information or Client Data.

11. 11.11

    If AHMXD stops operating. If AHMXD permanently stops providing hosting services, other than because of the Client’s breach, every client whose payments are up to date will receive, at no cost, a copy of its Deliverable’s code and files and a perpetual licence to host, use and modify them for its own business anywhere, with at least 60 days’ written notice.

1. 12.1

   What is confidential. “Confidential Information” means non-public information one party shares with the other that is marked confidential or would reasonably be understood to be confidential, such as business plans, customer information, pricing, passwords, access details and source code.

2. 12.2

   What is not. Information that is or becomes public through no fault of the receiving party, that the receiving party already knew or develops independently, or that it receives lawfully from someone else without a duty of confidence, is not Confidential Information.

3. 12.3

   Duties. Each party will use the other’s Confidential Information only for this Agreement, protect it with at least reasonable care, share it only with people who need it for this Agreement and are bound by similar duties, and return or destroy it on request when this Agreement ends. Copies kept in routine backups stay confidential until they are deleted.

4. 12.4

   Disclosure required by law. A party may disclose Confidential Information when the law requires it, after giving the other party prompt notice where the law allows.

5. 12.5

   How long. These duties last during this Agreement and for 3 years after it ends. For passwords, access details and personal information, they last for as long as the information is held.

1. 13.1

   Roles. The Client is responsible for the personal information its business collects, including through its Deliverables, and for its own privacy policy and consents. When AHMXD handles personal information for the Client, it acts as the Client’s service provider and uses that information only to perform the Services and to follow the Client’s reasonable instructions.

2. 13.2

   Privacy laws. Each party will comply with the privacy laws that apply to it, including Alberta’s Personal Information Protection Act (PIPA) and, where it applies, the federal Personal Information Protection and Electronic Documents Act (PIPEDA).

3. 13.3

   Safeguards. AHMXD will protect Client Data with reasonable security arrangements, including HTTPS encryption, encryption at rest, two-factor sign-in and access limited to what each person or system needs.

4. 13.4

   Breaches. If AHMXD becomes aware of unauthorised access to, or loss or disclosure of, Client Data in its control, it will tell the Client without unreasonable delay, and give the information and help the Client reasonably needs to meet its own duties, including any notice to Alberta’s Information and Privacy Commissioner.

5. 13.5

   Storage outside Canada. Third-Party Services may store or process Client Data outside Canada, including in the United States, where it is subject to local laws. The database region for each project is recorded in its Project Schedule. The Client is responsible for telling its own customers about this where the law requires.

6. 13.6

   Return and deletion. When the Services end, Client Data is returned or deleted as described in section 9.9.

1. 14.1

   Ending this MSA. Either party may end this MSA with 30 days’ written notice. A Project Schedule still active on that date continues under these terms until it is complete or ended under this section.

2. 14.2

   The Client cancelling a project. The Client may cancel a project before Launch with 14 days’ written notice. AHMXD keeps the deposit or first payments, and the Client pays for work done beyond what they cover, at the hourly rate, up to the end of the notice period, plus any third-party costs already committed. For a Monthly Plan, the Client instead pays the amount in section 9.6.

3. 14.3

   AHMXD ending a project or service. AHMXD may end a project or a recurring service with 30 days’ written notice, or 60 days’ notice for a Deliverable it hosts. AHMXD will then refund any Fees paid for work not yet done, no early-cancellation payment applies, and if the Deliverable is hosted by AHMXD and the Client’s payments are up to date, the Client receives the rights described in section 11.11.

4. 14.4

   Ending for cause. Either party may end this Agreement or a Project Schedule immediately by written notice if the other party: (a) materially breaches it and does not fix the breach within 14 days after receiving written notice describing it; or (b) becomes bankrupt or insolvent, makes an assignment for the benefit of its creditors, or stops carrying on business. Failing to pay Fees when due is a material breach.

5. 14.5

   What happens on ending. When this Agreement or a Project Schedule ends: (a) the Client pays for all work done and costs incurred up to the date it ends, plus any amount due under section 9.6; (b) the Client’s licences end, except those that continue under section 11.5, 11.6 or 11.11; (c) section 9.9 applies to hosted Deliverables and Client Data; and (d) each party returns or destroys the other’s Confidential Information. If the Client ends a Project Schedule because of AHMXD’s uncured breach, AHMXD also refunds any Fees paid for work it has not done.

6. 14.6

   Survival. Sections that by their nature should continue after this Agreement ends will continue, including sections 5 (for unpaid amounts), 11, 12, 13, 14, 15, 16, 19 and 20.

1. 15.1

   Indirect losses. To the extent the law allows, neither party is liable to the other for indirect, incidental, special or consequential losses, or for lost profits, revenue, business, goodwill or data that was not backed up, even if the loss was foreseeable.

2. 15.2

   Cap. To the extent the law allows, each party’s total liability arising out of or related to this Agreement, whether in contract, tort (including negligence) or otherwise, is limited to the total Fees paid and payable under this Agreement in the 12 months before the event that gave rise to the claim.

3. 15.3

   Exceptions. The limits in this section do not apply to the Client’s duty to pay Fees and other amounts due, or to liability that cannot be limited by law, such as liability for fraud.

4. 15.4

   Reducing losses. Each party will take reasonable steps to reduce any loss it suffers.

1. 16.1

   By the Client. The Client will indemnify AHMXD against third-party claims, and the resulting losses and reasonable legal costs, arising from the Client Materials (including claims that they infringe someone’s rights), the Client’s products, services or business, or the Client’s breach of the law or of section 4.

2. 16.2

   By AHMXD. AHMXD will indemnify the Client against third-party claims, and the resulting losses and reasonable legal costs, that a Deliverable as delivered by AHMXD infringes a copyright in Canada. This does not cover Client Materials, open-source or third-party software, or changes made by anyone other than AHMXD. AHMXD may instead change or replace the Deliverable so that it no longer infringes.

3. 16.3

   Process. A party claiming under this section will promptly tell the other party about the claim, let it control the defence and cooperate reasonably. Neither party will settle a claim in a way that admits fault on the other’s behalf without its consent.

4. 16.4

   Limits. The indemnities in this section are subject to section 15.

1. 17.1

   Relationship. AHMXD is an independent contractor. This Agreement does not create an employment, partnership, agency or joint venture relationship. AHMXD controls its own hours and methods, uses its own equipment, may work for other clients, and is responsible for its own taxes, Canada Pension Plan contributions and insurance.

2. 17.2

   No authority to bind. Neither party may make commitments on the other’s behalf without its written consent.

1. 18.1

   Force majeure. Neither party is liable for a delay or failure to perform, other than a duty to pay, caused by events beyond its reasonable control. These include natural disasters, fire, flood, pandemics, war, government action, power or internet outages, failures of Third-Party Services, cyberattacks that reasonable safeguards would not have prevented, and the serious illness or injury of AHMXD’s principal, Salman Ahmad.

2. 18.2

   What the affected party does. The affected party will tell the other party promptly, take reasonable steps to limit the effect and resume performance as soon as it can. Deadlines are extended by the length of the delay.

3. 18.3

   Right to exit. If an event under this section prevents performance for more than 30 days in a row, either party may end the affected Project Schedule by written notice. The Client pays for work done up to that date, AHMXD refunds any Fees paid for work not yet done, and no early-cancellation payment applies. If it ends because AHMXD’s principal cannot work, and the Client’s payments are up to date, the Client also receives the rights described in section 11.11.

1. 19.1

   Talk first. The parties will first try to resolve any dispute through good-faith discussion between the people who make decisions for each party, within 15 Business Days after one party gives written notice of the dispute.

2. 19.2

   Mediation. If the dispute is not resolved, either party may refer it to mediation in Calgary, with a mediator the parties agree on. The parties share the mediator’s fees equally and each pays its own costs.

3. 19.3

   Courts. If the dispute is not resolved within 30 days after mediation starts, or a party will not take part in mediation, either party may take it to the courts of Alberta. Nothing in this section stops a party from asking a court for urgent relief, or AHMXD from taking steps to collect overdue amounts that are not disputed.

1. 20.1

   Governing law. This Agreement is governed by the laws of Alberta and the federal laws of Canada that apply there, and the parties accept the jurisdiction of the courts of Alberta.

2. 20.2

   Entire agreement. This Agreement is the entire agreement between the parties about the Services. It replaces all earlier proposals, quotes, discussions and understandings about them.

3. 20.3

   Changes. This Agreement can be changed only in writing approved by both parties, including through a Change Order.

4. 20.4

   Assignment. The Client may not assign this Agreement without AHMXD’s written consent, which AHMXD will not unreasonably withhold, including on the sale of the Client’s business. AHMXD may assign this Agreement to a corporation or other entity that it controls or that takes over its business, such as on incorporation, by written notice to the Client, and that entity then takes on all of AHMXD’s obligations.

5. 20.5

   Notices. Notices under this Agreement must be in writing and sent by email to the addresses on the Parties page, or to a new address a party gives by notice. An email notice is received when it is sent, unless the sender receives an error message. A notice sent after 5 p.m. Calgary time, or on a day that is not a Business Day, is received on the next Business Day.

6. 20.6

   Severability. If any part of this Agreement is found invalid or unenforceable, it is limited to the minimum extent needed, and the rest of this Agreement stays in effect.

7. 20.7

   No waiver. A party does not give up a right by delaying or not using it.

8. 20.8

   Electronic signatures. The parties consent to using electronic records and electronic signatures under Alberta’s Electronic Transactions Act. An electronic signature is as binding as a handwritten one. This Agreement may be signed in counterparts, and an electronically signed or scanned copy is treated as an original.

9. 20.9

   Legal advice. Each party has read this Agreement and has had the opportunity to get independent legal advice before signing it.

10. 20.10

    Authority. Each person signing confirms that they have authority to bind the party they sign for.