Terms and Conditions | Coding Coursesca

Last Updated: November 1, 2024

Effective Date: November 1, 2024

Welcome to Coding Coursesca. These Terms and Conditions ("Terms") govern your use of our website located at codingcoursesca.com (the "Site") and the software development services we provide (the "Services"). By accessing our Site or using our Services, you agree to be bound by these Terms.

Please read these Terms carefully. If you do not agree with any part of these Terms, you must not use our Site or Services.

1. Definitions

In these Terms:

"Company," "we," "us," "our" refers to Coding Coursesca, a Canadian corporation with offices at 200 Bay Street, Suite 3600, Toronto, ON M5J 2J2.
"Client," "you," "your" refers to any individual or entity that accesses our Site or engages our Services.
"Services" refers to software development, consulting, and related professional services we provide.
"Deliverables" refers to all work product, code, designs, documentation, and other materials created as part of the Services.
"Agreement" refers to these Terms, together with any Statement of Work, proposal, or other written agreement between us.

2. Acceptance of Terms

2.1 Agreement to Terms

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

2.2 Changes to Terms

We reserve the right to modify these Terms at any time. Changes become effective upon posting to the Site. Your continued use of the Site or Services after changes constitutes acceptance of the modified Terms. We will make reasonable efforts to notify you of material changes.

2.3 Additional Agreements

Specific projects may be governed by additional agreements (Statements of Work, Master Service Agreements, etc.). In case of conflict, the more specific agreement takes precedence over these general Terms.

3. Services

3.1 Service Description

We provide custom software development services including but not limited to:

Web application development
Mobile application development
Cloud architecture and deployment
Software consulting and technical advisory
System integration services
Maintenance and support services

3.2 Service Delivery

Services are delivered according to the specifications, timeline, and terms outlined in the applicable Statement of Work or project agreement. We use agile development methodologies and provide regular progress updates.

3.3 Client Responsibilities

You agree to:

Provide timely feedback, approvals, and decisions as required
Supply all necessary content, data, and access credentials
Designate a primary point of contact with decision-making authority
Review and test deliverables within agreed timeframes
Pay invoices according to agreed payment terms

4. Intellectual Property Rights

4.1 Ownership of Deliverables

Upon full payment, you will own all intellectual property rights in the custom Deliverables created specifically for you, except for:

Pre-existing materials we owned before the project
Third-party components and libraries
General-purpose tools and frameworks we develop

4.2 License to Pre-Existing Materials

For any pre-existing materials incorporated into your Deliverables, we grant you a perpetual, non-exclusive, royalty-free license to use such materials as part of the delivered solution.

4.3 Portfolio Rights

Unless otherwise agreed in writing, we retain the right to display Deliverables in our portfolio and marketing materials, and to identify you as a client.

4.4 Your Materials

You retain all rights to content, data, and materials you provide to us. You grant us a limited license to use such materials solely for providing the Services.

5. Payment Terms

5.1 Pricing

Pricing for Services is specified in the applicable project agreement. Unless otherwise stated, all prices are in Canadian Dollars (CAD) and do not include applicable taxes.

5.2 Payment Schedule

Typical payment schedules include:

Fixed-price projects: Deposit upon signing, milestone payments, final payment upon completion
Time and materials: Bi-weekly or monthly invoicing for work performed
Retainers: Monthly payment in advance

5.3 Payment Terms

Unless otherwise agreed, invoices are due within 30 days of the invoice date. Late payments may be subject to:

Interest at 1.5% per month on overdue amounts
Suspension of work until payment is received
Collection costs and reasonable legal fees

5.4 Taxes

You are responsible for all applicable taxes, including HST/GST, except for taxes on our net income. We will add applicable taxes to invoices as required by law.

6. Confidentiality

6.1 Confidential Information

Both parties agree to keep confidential any non-public information received from the other party, including but not limited to:

Business plans and strategies
Technical specifications and source code
Customer data and user information
Financial information
Proprietary methodologies and processes

6.2 Exceptions

Confidentiality obligations do not apply to information that:

Is or becomes publicly available without breach
Was known to the receiving party prior to disclosure
Is independently developed without use of confidential information
Is required to be disclosed by law or court order

6.3 Duration

Confidentiality obligations survive termination of the Agreement and continue for three (3) years after disclosure.

7. Warranties and Disclaimers

7.1 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
Deliverables will not knowingly infringe third-party intellectual property rights

7.2 Warranty Period

We will correct any defects in Deliverables reported within 90 days of delivery, provided such defects are reproducible and not caused by modifications made by you or third parties.

7.3 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.4 Website Disclaimer

Information on our Site is provided for general informational purposes only. We do not warrant the accuracy, completeness, or usefulness of this information.

8. Limitation of Liability

8.1 Cap on Liability

OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8.2 Exclusion of Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE.

8.3 Exceptions

The limitations above do not apply to:

Breaches of confidentiality obligations
Intellectual property indemnification claims
Gross negligence or willful misconduct
Payment obligations

9. Indemnification

9.1 Your Indemnification

You agree to indemnify and hold us harmless from any claims, damages, or expenses arising from:

Your breach of these Terms
Your use of the Deliverables
Content or materials you provide to us
Your violation of any third-party rights

9.2 Our Indemnification

We will indemnify you against claims that Deliverables infringe valid Canadian intellectual property rights, provided you notify us promptly and allow us to control the defense.

10. Term and Termination

10.1 Term

These Terms remain in effect until terminated. Individual project agreements have their own terms as specified therein.

10.2 Termination for Convenience

Either party may terminate a project agreement upon 30 days written notice, subject to payment for work completed.

10.3 Termination for Cause

Either party may terminate immediately if the other party:

Materially breaches the Agreement and fails to cure within 30 days of notice
Becomes insolvent or files for bankruptcy
Ceases to conduct business operations

10.4 Effect of Termination

Upon termination:

All outstanding payments become immediately due
Each party returns or destroys the other's confidential information
We deliver all completed work and work in progress
Provisions that by their nature should survive will survive

11. General Provisions

11.1 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.

11.2 Dispute Resolution

Any disputes arising from these Terms shall first be addressed through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in Toronto, Ontario, under the rules of the ADR Institute of Canada.

11.3 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, acts of government, labor disputes, or internet outages.

11.4 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

11.5 Severability

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

11.6 Entire Agreement

These Terms, together with applicable project agreements, constitute the entire agreement between the parties regarding the subject matter hereof.

11.7 Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

11.8 Notices

All notices shall be in writing and sent to the addresses specified in the project agreement, or to:

Coding Coursesca
200 Bay Street, Suite 3600
Toronto, ON M5J 2J2
Canada
Email: [email protected]

12. Contact Information

For questions about these Terms, please contact:

Coding Coursesca
200 Bay Street, Suite 3600
Toronto, ON M5J 2J2
Canada

Email: [email protected]
Phone: +1 (416) 847-2953