Terms & Conditions

Last Updated: November 1, 2024

Welcome to Canadacoders, operating as Canada Coders ("Company," "we," "us," or "our"). These Terms and Conditions ("Terms") govern your access to and use of our website canadacoders.info ("Website") and the software development services we provide ("Services").

By accessing our Website or engaging our Services, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Website or Services.

1. Acceptance of Terms

1.1 Agreement to Terms

By accessing or using our Website or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

1.2 Modifications to Terms

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our Website. Your continued use of our Website or Services after changes are posted constitutes your acceptance of the modified Terms. We will notify registered users of material changes via email.

1.3 Additional Agreements

Specific Services may be subject to additional terms and conditions contained in project agreements, statements of work, or service level agreements. In the event of a conflict between these Terms and a specific project agreement, the project agreement shall prevail for that engagement.

2. Description of Services

2.1 Services Offered

Canada Coders provides professional software development services, including but not limited to:

• Custom web application development
• Mobile application development (iOS, Android, cross-platform)
• Cloud infrastructure and DevOps services
• API development and integration
• AI and machine learning solutions
• Software consulting and technical advisory
• Maintenance, support, and optimization services

2.2 Service Availability

We strive to maintain continuous availability of our Website. However, we do not guarantee uninterrupted access and may suspend access for maintenance, updates, or circumstances beyond our control. Services are provided during our regular business hours (Monday through Friday, 9:00 AM to 6:00 PM Eastern Time), unless otherwise specified in a project agreement.

3. Client Responsibilities

3.1 Accurate Information

You agree to provide accurate, current, and complete information when engaging our Services. This includes project requirements, technical specifications, contact information, and billing details. You are responsible for updating this information promptly if it changes.

3.2 Cooperation and Communication

Successful project delivery requires your active participation. You agree to:

• Designate authorized representatives to communicate with our team
• Respond to requests for information, feedback, or approvals within agreed timeframes
• Provide necessary access to systems, data, and resources required for project delivery
• Review and approve deliverables within specified review periods
• Communicate scope changes, concerns, or issues promptly

3.3 Client-Provided Materials

If you provide materials (including but not limited to content, data, designs, or third-party software) for use in your project, you represent and warrant that:

• You have all necessary rights, licenses, and permissions to use and share these materials
• The materials do not infringe any third-party intellectual property rights
• The materials do not contain viruses, malware, or other harmful components
• The materials comply with all applicable laws and regulations

4. Intellectual Property Rights

4.1 Client Ownership

Upon full payment for completed work, you will own the intellectual property rights to custom work product created specifically for your project, including custom code, designs, and documentation. This does not include pre-existing materials, open-source components, or our proprietary tools and frameworks.

4.2 Canada Coders Ownership

We retain all rights to:

• Pre-existing code, frameworks, libraries, and tools we use in delivering Services
• General knowledge, skills, and experience gained during project work
• Methodologies, processes, and best practices
• Reusable components that do not contain your confidential information

4.3 License Grants

To the extent our proprietary materials are incorporated into your deliverables, we grant you a non-exclusive, perpetual, royalty-free license to use those materials as part of the delivered solution for your internal business purposes.

4.4 Open Source Software

Our deliverables may incorporate open-source software components. These components remain subject to their original open-source licenses. We will provide documentation of open-source components used in your project upon request.

5. Payment Terms

5.1 Fees and Pricing

Service fees are specified in project proposals, statements of work, or other written agreements. Unless otherwise stated, fees are quoted in Canadian Dollars (CAD) and do not include applicable taxes.

5.2 Payment Schedule

Payment terms are specified in individual project agreements. Standard terms include:

• Initial deposit upon project commencement
• Milestone-based payments upon delivery of defined project phases
• Final payment upon project completion and acceptance

5.3 Late Payments

Payments not received within 30 days of the invoice date may be subject to:

• Late payment charges of 1.5% per month (18% per annum)
• Suspension of Services until payment is received
• Collection costs and reasonable legal fees

5.4 Taxes

You are responsible for all applicable taxes, including GST/HST, provincial sales taxes, and any other taxes or duties imposed by governmental authorities. Quoted fees do not include taxes unless explicitly stated.

6. Confidentiality

6.1 Definition

Confidential Information means any non-public information disclosed by either party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

6.2 Obligations

Each party agrees to:

• Protect the other party's Confidential Information with at least the same degree of care used to protect its own confidential information
• Use Confidential Information only for purposes of fulfilling obligations under these Terms
• Not disclose Confidential Information to third parties without prior written consent
• Return or destroy Confidential Information upon request or termination of the engagement

6.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party before disclosure
• Is independently developed by the receiving party without use of Confidential Information
• Is disclosed with the disclosing party's prior written approval
• Is required to be disclosed by law, provided reasonable notice is given

7. Warranties and Disclaimers

7.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• We have the right to provide the Services and grant the licenses described herein
• Deliverables will conform to agreed specifications for 30 days following acceptance

7.2 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.3 No Guarantee of Results

While we strive to deliver high-quality solutions, we do not guarantee specific business outcomes, revenue increases, or performance metrics unless explicitly committed in writing.

8. Limitation of Liability

8.1 Exclusion of Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY.

8.2 Cap on Liability

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR ANY PROJECT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8.3 Exceptions

The limitations in this section do not apply to:

• Breaches of confidentiality obligations
• Infringement of intellectual property rights
• Your payment obligations
• Fraud or willful misconduct

9. Indemnification

9.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Canada Coders and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from:

• Your breach of these Terms
• Your use of our Services or deliverables
• Materials you provide to us
• Your violation of any third-party rights

9.2 Our Indemnification

We agree to indemnify, defend, and hold you harmless from claims that our Services or deliverables infringe any third-party intellectual property rights, provided that you give us prompt notice, reasonable assistance, and sole control over the defense and settlement.

10. Term and Termination

10.1 Term

These Terms remain in effect as long as you use our Website or Services. Individual project engagements are governed by the terms and timelines specified in project agreements.

10.2 Termination for Convenience

Either party may terminate a project engagement with 30 days written notice, subject to payment for all work completed and any applicable cancellation fees specified in the project agreement.

10.3 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 30 days of written notice
• Becomes insolvent, files for bankruptcy, or ceases operations
• Engages in illegal or unethical conduct

10.4 Effect of Termination

Upon termination:

• All outstanding payments become immediately due
• Each party shall return or destroy the other's Confidential Information
• Provisions that by their nature should survive (including confidentiality, intellectual property, indemnification, and limitation of liability) shall survive termination

11. Dispute Resolution

11.1 Negotiation

The parties agree to attempt to resolve any dispute through good faith negotiation before initiating formal proceedings.

11.2 Mediation

If negotiation fails, the parties agree to submit the dispute to mediation administered by the ADR Institute of Canada before pursuing arbitration or litigation.

11.3 Arbitration

Any dispute not resolved through negotiation or mediation shall be resolved by binding arbitration in Toronto, Ontario, in accordance with the Arbitration Act, 1991 (Ontario). The decision of the arbitrator shall be final and binding.

11.4 Governing Law

These Terms shall be 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.

12. General Provisions

12.1 Entire Agreement

These Terms, together with our Privacy Policy and any project agreements, constitute the entire agreement between you and Canada Coders regarding the subject matter hereof.

12.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

12.3 Waiver

No waiver of any term shall be deemed a further or continuing waiver of that term or any other term.

12.4 Assignment

You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to a successor in connection with a merger, acquisition, or sale of all or substantially all of our assets.

12.5 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions.

12.6 Notices

All notices under these Terms shall be in writing and delivered by email, registered mail, or courier to the addresses specified in the project agreement or to the general contact addresses below.

13. Contact Information

For questions about these Terms, please contact:

Canadacoders (Canada Coders)
Legal Department
180 John Street, Suite 402
Toronto, ON M5T 1X5
Canada

Email: [email protected]
Phone: +1 (416) 847-2938

By using our Website or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.