Terms of Service

1. Acceptance of Terms

By accessing or using any website, platform, application, or service operated by Kodershop Inc. ("Kodershop," "we," "us," or "our"), including without limitation kodershop.com and all subdomains and subpages thereof, you ("Client," "User," or "you") acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy, which is incorporated herein by reference.

If you do not agree with any part of these Terms, you must not access or use Kodershop services. Your continued use of any Kodershop service following notice of any amendment to these Terms constitutes your acceptance of such amendment.

For professional services engagements (software development, ERP implementation, consulting), these Terms apply in addition to any Statement of Work ("SOW"), Master Services Agreement ("MSA"), or other written agreement between you and Kodershop (T-Soft Consulting Inc.). In the event of conflict, the SOW or MSA will prevail with respect to the specific engagement described therein.

2. About Kodershop

T-Soft Consulting Inc. is a corporation incorporated under the laws of Ontario, Canada, operating under the trade name Kodershop. References to "Kodershop," "we," "us," or "our" in these Terms refer to T-Soft Consulting Inc. dba Kodershop. Kodershop is a software development and technology solutions company that provides:

• Custom software development and web application development services
• Enterprise Resource Planning (ERP) implementation, configuration, and consulting services
• Proprietary software-as-a-service (SaaS) solutions under the "klever" product family
• Payment processing facilitation services under the kleverPay brand
• Artificial intelligence integration and advisory services

Kodershop is headquartered at 14 Ravenscrest Dr., Etobicoke, ON M9B 5M7, Canada. You may contact us at info@kodershop.com, CA: +1 (416) 885-0778, US: +1 (917) 512-2849.

3. Definitions

As used in these Terms:

• "Services" means all products, services, platforms, applications, and professional services offered by Kodershop, including those listed in Section 2.
• "Client Data" means any data, information, or content submitted by you to Kodershop or processed through any Kodershop platform in connection with your use of the Services.
• "Deliverables" means work product, software, code, documentation, or other materials created by Kodershop specifically for you under a professional services engagement.
• "Platform" means any SaaS or hosted software application operated by Kodershop.
• "Subscription" means a recurring license to access a Kodershop Platform for a defined period in exchange for subscription fees.
• "Payment Services" means the kleverPay payment processing facilitation services described in Section 12.
• "Acquiring Partner" means the licensed acquiring bank and registered payment facilitator that provides underlying payment processing, acquiring, and settlement infrastructure for kleverPay.
• "Merchant" means any business or individual that has enrolled to use kleverPay Payment Services to accept payments from customers.
• "kleverPayroll" means Kodershop's payroll software and related payroll processing services.

4. Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use Kodershop's Services. By using the Services, you represent and warrant that:

• You are at least 18 years old;
• You have the legal authority to accept these Terms on behalf of yourself or the organization you represent;
• You are not located in, or a national or resident of, any country subject to a Canadian or U.S. government embargo or designated as a "terrorist supporting" country;
• You are not listed on any Canadian, U.S., or other applicable government list of prohibited or restricted parties;
• Your use of the Services will comply with all applicable laws and regulations.

5. Account Registration & Security

Certain Services require you to create an account. You agree to:

• Provide accurate, current, and complete information during registration and keep it updated;
• Maintain the security of your account credentials and not share them with any third party;
• Notify Kodershop immediately at info@kodershop.com of any unauthorized use of your account;
• Accept responsibility for all activity that occurs under your account.

Kodershop reserves the right to suspend or terminate accounts that violate these Terms, contain inaccurate information, or are inactive for an extended period, with reasonable notice where practicable.

6. Custom Software Development Services

Kodershop provides custom web application development, mobile application development, software product development, dedicated development team services, and software quality assurance and testing. The specific scope, timeline, pricing, and deliverables for each engagement are set out in a Statement of Work or project agreement executed between the parties.

6.1 Engagement Model

Unless otherwise specified in a SOW, all software development engagements are governed by the following:

• Discovery & Scoping: Kodershop will conduct a discovery process to define requirements. No development work commences until a SOW is signed and any required deposit is received.
• Milestones & Approval: Kodershop will deliver work in agreed milestones. Client must review and provide written approval or feedback within the timeframe specified in the SOW. Failure to respond within that period constitutes deemed approval.
• Change Requests: Any changes to the agreed scope must be documented in a written Change Order. Kodershop is not obligated to perform out-of-scope work without an executed Change Order.

6.2 Client Responsibilities

Client agrees to provide timely access to information, systems, personnel, and third-party accounts necessary for Kodershop to perform the services. Project delays caused by Client's failure to provide required access or approvals are not attributable to Kodershop, and timeline commitments may be adjusted accordingly.

6.3 Intellectual Property — Custom Development

Upon full payment of all fees under a SOW, Kodershop assigns to Client all right, title, and interest in the Deliverables specifically created for Client under that SOW, excluding: (a) Kodershop's pre-existing tools, frameworks, libraries, and methodologies ("Kodershop IP"), and (b) third-party open-source or licensed components. Kodershop grants Client a perpetual, non-exclusive license to use Kodershop IP incorporated in the Deliverables. If fees are not fully paid, Kodershop retains all rights to the Deliverables until payment is complete.

6.4 Warranties & Acceptance

Kodershop warrants that Deliverables will materially conform to the agreed specifications at the time of delivery. Client must raise defects in writing within 30 days of delivery. Kodershop will use commercially reasonable efforts to remedy confirmed defects at no additional charge. This warranty does not apply to defects arising from Client modifications, third-party integrations, or misuse.

7. ERP Implementation & Consulting Services

Kodershop provides ERP implementation, configuration, customization, data migration, training, and ongoing support services. Kodershop is a certified Odoo partner and implements Odoo-based ERP solutions as well as other ERP platforms as agreed with the Client.

7.1 Third-Party ERP Platforms

Where Kodershop implements a third-party ERP platform (such as Odoo), that platform is subject to its own license terms provided by the respective vendor. Kodershop's services are limited to implementation, customization, and support. Kodershop makes no representations or warranties regarding the third-party platform itself, its uptime, or its ongoing availability.

7.2 Data Migration

Data migration services are performed based on Client-provided data. Client is responsible for the accuracy and completeness of data provided for migration. Kodershop strongly recommends Client maintain backups of all data prior to migration. Kodershop is not liable for data loss arising from incomplete, corrupt, or improperly formatted source data provided by Client.

7.3 Training & Handover

Kodershop will provide training as specified in the SOW. Upon project completion, Kodershop will deliver agreed documentation and conduct a handover session. Ongoing support beyond the warranty period is subject to a separate support agreement.

8. kleverERP

kleverERP is Kodershop's comprehensive ERP SaaS platform built on an open-source foundation, covering accounting & finance, sales & CRM, inventory, procurement, HR, payroll, project management, manufacturing, e-commerce, and helpdesk functionality.

8.1 License Grant

Subject to your payment of applicable Subscription fees and compliance with these Terms, Kodershop grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use kleverERP solely for your internal business operations during the Subscription term.

8.2 Prohibited Uses

You may not: (a) resell or sublicense access to kleverERP to third parties; (b) reverse-engineer, decompile, or attempt to extract source code; (c) use kleverERP to develop a competing product; (d) use the platform for any unlawful purpose; or (e) attempt to gain unauthorized access to any systems or data.

8.3 Subscription & Hosting

kleverERP is available as a cloud-hosted or on-premise deployment. Cloud hosting terms, uptime commitments, and SLAs are specified in your Subscription agreement. Kodershop reserves the right to modify, update, or discontinue features with reasonable advance notice.

9. kleverIM - Inventory Management

kleverIM is Kodershop's cloud-based inventory management software providing real-time inventory tracking, advanced replenishment, logistics planning, picking process optimization, procurement management, traceability, reporting, and barcode scanning capabilities.

9.1 Subscription Plans

kleverIM is available under tiered Subscription plans (Essential, Growth, and Premium), with pricing starting as published on the kleverIM product page. Features and limits vary by plan. You may upgrade or downgrade your plan by contacting Kodershop; changes take effect at the start of the next billing period unless otherwise agreed.

9.2 Free Trials

Kodershop may offer free trial access to kleverIM. Free trials are provided as-is without warranty. Kodershop reserves the right to terminate free trials at any time. At the end of a free trial, continued access requires enrollment in a paid Subscription.

9.3 Data & Integrations

kleverIM may integrate with third-party platforms and barcode hardware. Kodershop is not responsible for the availability, accuracy, or performance of third-party integrations. You are responsible for ensuring your use of integrations complies with applicable third-party terms.

10. kleverPM - Property Management

kleverPM is Kodershop's property management software providing accounting automation, tenant screening, online payment collection, rental listing syndication, website generation, financial reporting, banking integration, and digital lease documentation for property managers and owners.

10.1 Payment Processing via kleverPM

Online payment collection features within kleverPM may be facilitated through kleverPay or another integrated payment provider. Where payment processing is used within kleverPM, the kleverPay terms in Section 12 and the applicable fee schedule apply in addition to these Terms.

10.2 Tenant & Personal Data

kleverPM enables Clients to collect and process personal information about tenants, applicants, and residents. As the data controller for such information, you are responsible for: (a) obtaining all necessary consents from individuals whose data you process; (b) complying with applicable privacy legislation including PIPEDA (Canada), applicable provincial privacy laws, and any applicable U.S. state privacy laws; and (c) responding to individual access and correction requests. Kodershop processes such data as a data processor on your behalf in accordance with our Privacy Policy.

10.3 Subscription Plans

kleverPM is available under tiered Subscription plans (Essential, Growth, and Premium) as published on the kleverPM product page. Features and unit limits vary by plan.

11. kleverPayroll - Payroll Services

kleverPayroll is Kodershop's payroll software and payroll processing service that automates pay calculations, tax filing, HR integration, time tracking, employee self-service, leave management, and benefits calculation for businesses operating in Canada and the United States.

11.1 Payroll Processing

kleverPayroll automates payroll calculations based on data you provide, including employee hours, compensation, deductions, and benefits. You are responsible for: (a) the accuracy of all data entered into the system; (b) reviewing all payroll runs before processing; (c) ensuring timely remittance of payroll taxes and source deductions to the applicable tax authorities (Canada Revenue Agency, provincial/territorial revenue agencies, IRS, state tax agencies); and (d) maintaining compliance with applicable employment standards legislation.

11.2 Tax Filing Assistance

kleverPayroll may generate tax forms and facilitate electronic filing on your behalf where configured to do so. Kodershop does not guarantee acceptance of tax filings by tax authorities. You remain solely responsible for the accuracy and timeliness of all filings. Kodershop recommends engaging a qualified accountant or tax professional to review payroll tax obligations.

11.3 Direct Deposit & Payments

Where kleverPayroll facilitates direct deposit or employee payments, such services may be provided through a third-party payment provider. You authorize Kodershop and its payment partners to initiate debit and credit entries to the accounts you designate in connection with payroll processing. You are responsible for ensuring sufficient funds are available. Kodershop is not liable for failed payments resulting from insufficient funds or incorrect banking information provided by you.

11.4 Multi-Jurisdiction Compliance

kleverPayroll is designed to assist with payroll compliance in Canada and the United States. Laws governing payroll, employment standards, and taxation vary by province, territory, and state. Kodershop makes commercially reasonable efforts to keep the platform updated for legislative changes but does not guarantee real-time compliance with all jurisdictions. You are responsible for verifying that your payroll configuration meets the requirements of your specific jurisdiction(s).

12. kleverPay - Payment Processing Services

12.1 Merchant Enrollment

To use kleverPay Payment Services, you must complete a merchant enrollment and underwriting process. Approval is subject to review by Kodershop and its Acquiring Partner. Kodershop and its Acquiring Partner reserve the right to approve, decline, or revoke merchant enrollment at their discretion, including based on business type, risk assessment, geographic restrictions, or regulatory requirements.

12.2 Merchant Obligations

As a Merchant using kleverPay, you agree to:

• Comply with all applicable card network rules (Visa, Mastercard, American Express, Discover, Interac) as updated from time to time;
• Maintain PCI DSS compliance and complete annual attestation as required;
• Maintain a chargeback rate within card network acceptable thresholds;
• Only process transactions for goods and services you are legally authorized to sell;
• Not use kleverPay for any prohibited business activities, including but not limited to: illegal goods or services, money laundering, or transactions in sanctioned countries;
• Maintain accurate and current business and banking information on file with Kodershop;
• Provide Kodershop and its Acquiring Partner with information and documentation reasonably requested for compliance, risk management, or regulatory purposes.

12.3 Fees & Settlement

Payment processing fees applicable to your account are set out in your Merchant Services Agreement and on the kleverPay fee schedule page at kodershop.com/fees. Fees are subject to change with notice as specified in that fee schedule. Processing fees are deducted from transaction proceeds prior to settlement. Transaction fees are non-refundable even if a transaction is subsequently refunded to a cardholder.

12.4 Chargebacks & Disputes

You are responsible for managing and responding to payment disputes and chargebacks within the timeframes required by the relevant card network. Kodershop may, at its discretion, assist with dispute management but is not obligated to do so. Chargeback fees apply per the fee schedule. Excessive chargebacks may result in reserve requirements, suspension, or termination of Payment Services.

12.5 Reserves

Kodershop and its Acquiring Partner reserve the right to establish, maintain, or increase a reserve fund from your transaction proceeds to mitigate chargeback, fraud, or other financial risk. Reserve requirements will be communicated to you and released in accordance with your Merchant Services Agreement.

12.6 Prohibited Transactions

kleverPay may not be used to process payments for: illegal firearms, drugs, or controlled substances; adult content; gambling or gaming (unless specifically approved); money services or currency exchange; pyramid schemes or multi-level marketing without prior approval; counterfeit goods; or any other category prohibited by applicable law or card network rules.

12.7 Regulatory Compliance - Canada

Canadian Merchants are protected under the voluntary Code of Conduct for the Credit and Debit Card Industry in Canada. This code governs the conduct of payment card networks and their acquiring partners. Merchants have the right to cancel their Merchant Services Agreement without penalty within 90 days of receiving notice of a fee change they find unacceptable. These protections are administered through our Acquiring Partner. For information, visit the Financial Consumer Agency of Canada (FCAC) at canada.ca/fcac.

12.8 Regulatory Compliance - United States

U.S. Merchants are subject to applicable federal and state money transmission laws, card network rules, and regulations as administered through our licensed Acquiring Partner. Kodershop is not itself a registered money services business with FinCEN or any state money transmitter licensing authority.

13. AI Services

Kodershop offers artificial intelligence integration, advisory, and implementation services. These may include AI-powered automation, machine learning model integration, AI chatbot development, and related consulting services.

13.1 Nature of AI Outputs

AI-generated outputs, recommendations, and predictions are probabilistic in nature and may not be accurate, complete, or suitable for your specific purpose. You are solely responsible for reviewing, validating, and taking responsibility for any decisions or actions based on AI outputs. Kodershop makes no warranty regarding the accuracy, reliability, or fitness for purpose of AI-generated outputs.

13.2 Third-Party AI Providers

Kodershop may integrate third-party AI services (such as APIs from major AI providers) in delivering AI Services. Such third-party services are subject to their own terms and usage policies. Kodershop is not responsible for third-party AI provider outages, policy changes, or deprecation of models.

13.3 Data Used in AI

Where Client Data is used to train, fine-tune, or prompt AI models, Kodershop will handle such data in accordance with the Privacy Policy and any applicable Data Processing Agreement. You warrant that you have the right to provide any data used in connection with AI Services and that such use complies with applicable privacy laws.

14. Fees & Payment

14.1 Professional Services

Fees for custom software development, ERP implementation, and consulting services are set out in the applicable SOW. Unless otherwise agreed, Kodershop may require a deposit (typically 25-50% of project value) before commencing work. Remaining payments are due at milestones or on terms specified in the SOW.

14.2 Subscription Services

Subscription fees for klever platform products are billed in advance on a monthly or annual basis as selected at enrollment. All Subscription fees are in Canadian Dollars (CAD) unless otherwise stated. You authorize Kodershop to charge the payment method on file at the start of each billing period.

14.3 Late Payment

Invoices not paid within 30 days of the due date may accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower. Kodershop reserves the right to suspend Services for accounts with overdue balances after providing 10 days' written notice.

14.4 Taxes

All fees are exclusive of applicable taxes. You are responsible for all applicable taxes (including HST/GST, PST, sales tax, and withholding taxes) arising from your purchase of Services. Where required by law, Kodershop will add applicable taxes to your invoice.

14.5 Refunds

Subscription fees are generally non-refundable. If you cancel a Subscription mid-period, access continues until the end of the paid period; no pro-rata refund is issued. Professional services deposits are non-refundable unless Kodershop fails to commence work within the agreed timeline for reasons solely attributable to Kodershop. Payment processing fees are non-refundable in all cases. Exceptions may be made at Kodershop's sole discretion.

15. Intellectual Property

15.1 Kodershop IP

All intellectual property rights in the Kodershop platforms, tools, frameworks, methodologies, trademarks, logos, trade names, website content, and pre-existing materials ("Kodershop IP") remain the exclusive property of Kodershop or its licensors. These Terms do not transfer any ownership of Kodershop IP to you. You are granted a limited, non-exclusive, non-transferable license to use Kodershop IP solely as necessary to receive the Services.

15.2 Client IP & Data

You retain all intellectual property rights in your Client Data and any materials you provide to Kodershop. You grant Kodershop a limited, non-exclusive license to access, use, process, and store Client Data solely to the extent necessary to provide the Services and as described in our Privacy Policy.

15.3 Feedback

If you provide Kodershop with feedback, suggestions, or ideas regarding the Services, you grant Kodershop a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without restriction or compensation to you.

15.4 Open-Source Components

Certain Kodershop products are built upon or incorporate open-source software. Open-source components are subject to their respective open-source licenses, copies of which are available upon request. Nothing in these Terms limits rights granted under applicable open-source licenses.

16. Confidentiality

Each party ("Receiving Party") agrees to hold in strict confidence any non-public information of the other party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information includes, but is not limited to, business plans, pricing, technical specifications, source code, Client Data, and financial information.

The Receiving Party agrees not to disclose Confidential Information to any third party (except to its employees, contractors, and advisors with a need to know and who are bound by substantially similar confidentiality obligations) and to use Confidential Information solely for the purpose of performing under or receiving the benefit of these Terms.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt notice to the Disclosing Party.

17. Data Protection & Privacy

Kodershop's collection, use, and disclosure of personal information is governed by our Privacy Policy, which complies with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation. By using the Services, you consent to the collection and use of information as described in our Privacy Policy.

17.1 Data Processing

Where Kodershop processes personal data on your behalf as a data processor (for example, personal data of your employees in kleverPayroll or tenants in kleverPM), Kodershop will: (a) process such data only on your documented instructions; (b) implement appropriate technical and organizational security measures; (c) not use such data for any purpose other than providing the Services; and (d) assist you in meeting your obligations under applicable privacy laws.

17.2 Data Location

Client Data may be stored and processed in Canada, the United States, or other jurisdictions where Kodershop or its sub-processors operate. Kodershop will implement appropriate safeguards for cross-border data transfers as required by applicable law.

17.3 Security

Kodershop implements commercially reasonable technical and organizational measures to protect Client Data from unauthorized access, disclosure, alteration, or destruction. However, no method of electronic storage or transmission is 100% secure. You are responsible for maintaining the security of your account credentials and for any data you transmit to Kodershop.

18. Third-Party Services & Integrations

The Services may integrate with or depend on third-party services, platforms, and APIs, including Odoo, payment networks, benefits providers, HR platforms, AI service providers, and others. Kodershop does not control, endorse, or assume responsibility for third-party services. Your use of third-party services is governed by the applicable third-party terms and privacy policies.

Kodershop is not liable for any unavailability, errors, or changes in third-party services that affect the Kodershop Services. You are responsible for ensuring that any third-party service you connect to Kodershop platforms has authorized such connection.

19. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Kodershop does not warrant that: (a) the Services will be uninterrupted, error-free, or fully secure; (b) any defects will be corrected; (c) the Services or any content therein are free of viruses or other harmful components; or (d) the results of using the Services will meet your requirements.

Nothing in the Services constitutes legal, financial, accounting, tax, or payroll compliance advice. You should consult qualified professionals for advice specific to your situation.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KODERSHOP, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR ACQUIRING PARTNER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES, EVEN IF KODERSHOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

KODERSHOP'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO KODERSHOP IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) CAD $500.

The limitations in this Section apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, Kodershop's liability is limited to the greatest extent permitted by applicable law.

21. Indemnification

You agree to defend, indemnify, and hold harmless T-Soft Consulting Inc. dba Kodershop, its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Services in violation of these Terms; (b) your violation of any applicable law or third-party rights; (c) Client Data you submit to the Services; (d) your breach of any representations or warranties herein; or (e) any transaction processed through kleverPay, including chargebacks, disputes, and regulatory penalties arising from your activities as a Merchant.

22. Term & Termination

22.1 Term

These Terms are effective from the date you first access or use any Kodershop Service and continue until terminated as provided herein. Subscriptions continue for the term selected at enrollment and renew automatically unless cancelled in accordance with the cancellation process.

22.2 Cancellation by You

You may cancel a Subscription at any time through your account settings or by contacting Kodershop. Cancellation takes effect at the end of the current paid billing period. For professional services engagements, cancellation terms are set out in the applicable SOW. Early termination of a professional services engagement may result in cancellation fees as specified in the SOW.

22.3 Termination by Kodershop

Kodershop may terminate or suspend your access to the Services immediately and without liability if: (a) you materially breach these Terms and fail to cure such breach within 10 days of written notice; (b) you breach the kleverPay Merchant obligations; (c) you become insolvent or subject to bankruptcy proceedings; or (d) Kodershop is required to do so by applicable law, card network rules, or its Acquiring Partner.

22.4 Effect of Termination

Upon termination: (a) your license to use the Services ceases immediately; (b) you remain liable for all fees accrued prior to termination; (c) for kleverPay Merchants, Kodershop may hold funds for up to 180 days to cover potential chargebacks, refunds, or other liabilities; (d) Kodershop will provide you a reasonable opportunity to export your Client Data, subject to applicable data retention obligations. Sections 3, 14, 15, 16, 17, 19, 20, 21, 23, 24, and 25 survive termination.

23. Governing Law

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. You hereby consent to the exclusive jurisdiction of the courts of Ontario, Canada for any disputes arising out of or related to these Terms or the Services, except as otherwise provided in Section 24.

For Clients located in the United States, to the extent federal law applies, U.S. federal law governs matters within federal jurisdiction. Nothing in this Section limits the rights of Merchants with respect to mandatory consumer protection provisions of their home jurisdiction.

24. Dispute Resolution

24.1 Good Faith Negotiation

The parties agree to attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to these Terms or the Services through direct negotiation before resorting to formal proceedings. Either party may initiate this process by providing written notice to the other. The parties will meet (in person, by phone, or video) within 15 business days of such notice to attempt resolution.

24.2 Arbitration

If the parties are unable to resolve a dispute through good faith negotiation within 30 days of the notice referred to in Section 24.1, either party may refer the dispute to binding arbitration administered by ADR Chambers or ICDR Canada under their applicable rules, with proceedings conducted in Toronto, Ontario. The arbitration shall be conducted in English by a single arbitrator. The arbitrator's decision is final and binding and may be entered as a judgment in any court of competent jurisdiction.

24.3 Exceptions

Notwithstanding Section 24.2, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration, without waiving the right to arbitrate the underlying dispute.

25. General Provisions

25.1 Entire Agreement

These Terms, together with the Privacy Policy and any SOW, MSA, Subscription agreement, or Merchant Services Agreement between the parties, constitute the entire agreement between you and Kodershop with respect to the Services and supersede all prior or contemporaneous negotiations, representations, warranties, and agreements.

25.2 Amendment

Kodershop may amend these Terms at any time by posting the updated version at kodershop.com/terms-of-service and providing notice via email or through the Services. Amendments take effect 30 days after notice unless you object in writing. Your continued use of the Services after the effective date constitutes acceptance.

25.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it enforceable.

25.4 Waiver

No failure or delay by either party in exercising any right under these Terms constitutes a waiver of that right. A waiver is only effective if given in writing and signed by the waiving party.

25.5 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without Kodershop's prior written consent. Kodershop may assign these Terms or any rights hereunder to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, with notice to you.

25.6 Force Majeure

Neither party is liable for delays or failures in performance resulting from causes beyond their reasonable control, including natural disasters, acts of government, internet or telecommunications failures, power outages, labor disputes, pandemics, or acts of war or terrorism, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

25.7 Language

The parties have agreed that these Terms and all related documents be drafted in English. Les parties ont convenu que les présentes conditions et tous les documents connexes soient rédigés en anglais.

26. Contact Us

If you have questions about these Terms or Kodershop's Services, please contact us: