Last updated: January 1, 2025
Please read these Terms carefully before using our services. By engaging Clever Clowns, you agree to these Terms. If you have questions, email us at deepsagararyal0@gmail.com before proceeding.
These Terms and Conditions ("Terms") form a legally binding agreement between you ("Client," "you," or "your") and Clever Clowns ("we," "us," or "Company"), a software development and automation service based in Ontario, Canada.
By signing up, submitting a project brief, making a payment, or using any of our services, you confirm that you have read, understood, and agreed to these Terms.
Clever Clowns provides the following categories of services (each a "Service"):
The specific Services, scope, and pricing for your engagement will be confirmed in a separate project brief or proposal ("Statement of Work") before work commences.
Monthly Plans: Subscription services are billed monthly in advance. Your subscription renews automatically each month unless cancelled in accordance with Section 7.
Annual Plans: Annual subscriptions are billed upfront for the full year at a discounted rate. Annual plans are non-refundable except as described in Section 8.
One-Time Projects: Fixed-scope projects require a 50% deposit before work begins, with the remaining 50% due upon delivery. Deposits are non-refundable once work has commenced.
Pricing: All prices are in USD unless otherwise specified. Pricing starts from $300/month depending on service type and complexity, as indicated in our pricing calculator. We reserve the right to update pricing with 30 days' written notice to existing subscribers.
Late Payments: Invoices are due within 7 days of issue. Accounts more than 14 days overdue may result in suspension of services until payment is received.
All work is delivered according to the agreed Statement of Work. Monthly subscribers receive ongoing development, hosting, maintenance, and reasonable feature requests within their service tier. We will flag any requests that fall materially outside agreed scope and provide a revised estimate.
For one-time projects, revisions are limited to two rounds of feedback based on the original brief. Additional revision rounds or scope changes will be quoted separately.
Client Ownership: Upon full payment of all amounts due, you own all custom code, designs, and deliverables we create specifically for your project. This excludes open-source libraries, third-party tools, and any pre-existing frameworks or components we use.
Our Tools & IP: We retain ownership of any internal tools, boilerplate code, frameworks, and methodologies we use or develop as part of our service delivery that are not uniquely specific to your project.
License During Subscription: For subscription-based services, you are granted a non-exclusive, non-transferable license to use the hosted application for the duration of your subscription. Full ownership transfers upon cancellation only if all outstanding amounts have been paid.
Portfolio Rights: We may reference your company name and project type in our portfolio and marketing materials unless you request otherwise in writing. We will never share confidential details or proprietary business logic.
You agree to:
By You: You may cancel your monthly subscription at any time by providing 30 days' written notice to deepsagararyal0@gmail.com. You will continue to receive service through the end of your current billing period. No partial-month refunds are provided.
By Us: We reserve the right to terminate services with 14 days' notice if: (a) payment is overdue by more than 14 days; (b) you breach these Terms; (c) we determine we are unable to continue delivering quality services for any reason. In the event of termination by us without cause, we will provide a pro-rated refund.
For subscription plans that include managed hosting, we will make reasonable efforts to maintain uptime and performance. We target 99% uptime but do not provide a formal SLA guarantee for plans below $1,000/month. Scheduled maintenance will be communicated in advance where possible.
You are responsible for maintaining access credentials and notifying us promptly of any security concerns.
Both parties agree to treat as confidential any non-public information disclosed in connection with the Services ("Confidential Information"), including business strategies, technical specifications, customer data, and pricing. Neither party will disclose Confidential Information to any third party without prior written consent, except as required by law.
This obligation survives the termination of our engagement for a period of 3 years.
Our collection and use of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. In providing Services to you, we may act as a data processor on your behalf for any personal data of your customers or employees. We will process such data only in accordance with your instructions and applicable law.
To the maximum extent permitted by applicable law, Clever Clowns' total liability to you for any claims arising from or related to our Services shall not exceed the total fees paid by you in the 3 months preceding the claim.
We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, or business interruption, even if we have been advised of the possibility of such damages.
We are not liable for delays or failures caused by factors outside our reasonable control, including third-party service outages, internet disruptions, or changes to third-party APIs your application depends on.
We warrant that our Services will be performed in a professional and workmanlike manner. However, to the extent permitted by law, we disclaim all other warranties, express or implied, including implied warranties of merchantability or fitness for a particular purpose.
We do not guarantee that applications we build will generate specific revenue, achieve specific business outcomes, or be free from all defects. Software inherently contains imperfections, and we commit to fixing material bugs as part of our ongoing service.
You agree to indemnify, defend, and hold harmless Clever Clowns and its principals from any claims, damages, losses, or expenses (including legal fees) arising from: (a) your use of our Services in violation of these Terms; (b) content or data you provide to us that infringes any third-party rights; or (c) your violation of any applicable laws.
These Terms are governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to conflict of law principles. Any disputes will be subject to the exclusive jurisdiction of the courts of Ontario, Canada.
Before initiating any legal proceedings, both parties agree to attempt to resolve any dispute through good-faith negotiation. If negotiation fails, both parties agree to mediation before litigation.
We may update these Terms from time to time. We will notify you of material changes with at least 14 days' notice via email or website notice. Your continued use of our services after the effective date of the updated Terms constitutes your acceptance.
For any questions about these Terms: