Terms and Conditions

Last Updated: November 1, 2024

Welcome to CanadaProgramming (CanadaProgramming). These Terms and Conditions ("Terms") govern your use of our website canadaprogramming.org and our enterprise software development services. By accessing our website or engaging our services, you agree to be bound by these Terms.

Please read these Terms carefully before using our services. If you do not agree with any part of these Terms, you may not access the website or use our services.

1. Definitions

For the purposes of these Terms:

"Company," "we," "us," or "our" refers to CanadaProgramming, operating as CanadaProgramming, a corporation registered in the Province of Ontario, Canada
"Client," "you," or "your" refers to the individual or entity accessing our website or engaging our services
"Services" refers to the enterprise software development, consulting, and related services we provide
"Deliverables" refers to the software, documentation, and other work products created as part of our Services
"Agreement" refers to these Terms together with any Statement of Work, proposal, or other contractual documents

2. Acceptance of Terms

By accessing our website or engaging our Services, you acknowledge that:

You have read, understood, and agree to be bound by these Terms
You have the legal authority to enter into this Agreement on behalf of yourself or your organization
You are at least 18 years of age or the age of majority in your jurisdiction
You will comply with all applicable laws and regulations in your use of our Services

3. Services Description

3.1 Scope of Services

We provide enterprise software development services including, but not limited to:

Custom software application development
Cloud architecture design and implementation
Auto systems integration and telematics solutions
API development and system integration
DevOps and CI/CD pipeline implementation
Software maintenance and support services
Technical consulting and advisory services

3.2 Service Agreements

Specific project engagements are governed by individual Statements of Work (SOW), proposals, or service agreements that supplement these Terms. In case of conflict, the specific service agreement takes precedence.

4. User Responsibilities

As a client, you agree to:

Provide accurate and complete information during project discussions and throughout the engagement
Respond to requests for feedback, approvals, and materials in a timely manner
Designate an authorized representative with decision-making authority
Ensure that all content and materials you provide do not infringe on third-party rights
Maintain confidentiality of access credentials and project information
Comply with all applicable laws in your use of the Deliverables
Make payments in accordance with agreed-upon terms

5. Intellectual Property Rights

5.1 Client Materials

You retain all rights to materials, data, and content you provide to us for use in the project ("Client Materials"). You grant us a limited license to use Client Materials solely for the purpose of providing the Services.

5.2 Deliverables

Upon full payment, ownership of custom Deliverables specifically created for you transfers to you, except for:

Pre-existing intellectual property and tools we bring to the project
Open-source components subject to their respective licenses
Third-party software and services integrated into the Deliverables
Reusable frameworks, libraries, and methodologies we develop

5.3 License Grant

For components we retain ownership of, we grant you a perpetual, non-exclusive, royalty-free license to use such components as part of the Deliverables for your internal business purposes.

6. Payment Terms

6.1 Pricing and Invoicing

Prices are quoted in Canadian Dollars (CAD) unless otherwise specified
All prices are exclusive of applicable taxes (GST/HST/PST)
Invoices are due within 30 days of invoice date unless otherwise agreed
Late payments are subject to interest at 1.5% per month

6.2 Payment Methods

We accept payment via bank transfer, corporate cheque, and major credit cards. Payment details are provided on each invoice.

6.3 Disputes

Any invoice disputes must be raised in writing within 10 business days of invoice date. Undisputed portions remain payable according to standard terms.

7. Confidentiality

7.1 Mutual Obligations

Both parties agree to maintain the confidentiality of proprietary information shared during the engagement. Confidential information includes technical specifications, business strategies, pricing, and other non-public information.

7.2 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 prior to disclosure
Is independently developed without reference to confidential information
Is required to be disclosed by law or court order

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that:

Services will be performed in a professional and workmanlike manner
Deliverables will substantially conform to agreed specifications
We have the right to provide the Services and grant the licenses described herein

8.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

9. Limitation of Liability

9.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES.

9.2 Cap on Liability

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.3 Exceptions

These limitations do not apply to liability arising from gross negligence, willful misconduct, or breaches of confidentiality obligations.

10. Indemnification

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

Your use of the Services or Deliverables
Your breach of these Terms
Your violation of any third-party rights
Client Materials that infringe on third-party intellectual property

11. Termination

11.1 Termination for Convenience

Either party may terminate a project engagement with 30 days written notice. Upon termination, you shall pay for all work performed through the termination date.

11.2 Termination for Cause

Either party may terminate immediately if the other party materially breaches these Terms and fails to cure such breach within 15 days of written notice.

11.3 Effect of Termination

Upon termination, we will deliver all completed Deliverables upon receipt of all outstanding payments. Confidentiality, intellectual property, and limitation of liability provisions survive termination.

12. Dispute Resolution

12.1 Negotiation

The parties shall first attempt to resolve disputes through good-faith negotiation.

12.2 Mediation

If negotiation fails, disputes shall be submitted to mediation administered by the ADR Institute of Ontario before pursuing arbitration or litigation.

12.3 Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

12.4 Jurisdiction

Any legal proceedings shall be brought exclusively in the courts of Ontario, Canada, and both parties consent to such jurisdiction.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any service agreements and SOWs, constitute the entire agreement between the parties regarding the subject matter hereof.

13.2 Amendments

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or website notice. Continued use of Services after changes constitutes acceptance.

13.3 Severability

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

13.4 Waiver

Failure to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

13.5 Assignment

You may not assign these Terms or any rights hereunder without our prior written consent. We may assign our rights and obligations to an affiliate or successor entity.

13.6 Force Majeure

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

14. Contact Information

For questions about these Terms, please contact:

CanadaProgramming
Legal Department
350 Bay Street, Suite 1200
Toronto, ON M5H 2S6
Canada

Email: [email protected]
Phone: +1 (416) 847-2963