Terms & Conditions

Effective Date: November 1, 2024

Last Updated: November 1, 2024

Welcome to CodeCampCA. These Terms and Conditions ("Terms") govern your use of our website (codecampca.com) and services. By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or services.

1. Definitions

In these Terms and Conditions:

"CodeCampCA," "we," "our," or "us" refers to CodeCampCA Inc., a corporation registered in Ontario, Canada.
"Client," "you," or "your" refers to any individual or entity accessing our website or engaging our services.
"Services" refers to software development, consulting, and related services provided by CodeCampCA.
"Deliverables" refers to any work product, code, documentation, or materials created as part of our Services.
"Project" refers to a specific engagement governed by a separate Statement of Work or agreement.

2. Services and Engagement

2.1 Scope of Services

CodeCampCA provides software development, consulting, and related technology services. The specific scope, deliverables, timeline, and pricing for any project will be outlined in a separate Statement of Work (SOW) or service agreement, which forms part of these Terms.

2.2 Service Agreement

Before commencing any project, both parties will execute a Statement of Work that includes:

Detailed project scope and requirements
Deliverables and acceptance criteria
Timeline and milestones
Pricing and payment terms
Any project-specific terms

2.3 Changes to Scope

Any changes to the agreed scope of work must be documented in a written Change Order signed by both parties. Additional work may result in adjustments to timeline and fees.

3. Client Responsibilities

To ensure successful project delivery, you agree to:

Provide accurate and complete project requirements and information
Make timely decisions and provide feedback within agreed timeframes
Designate a primary point of contact with authority to make project decisions
Provide necessary access to systems, accounts, and resources as required
Review and approve deliverables within the specified acceptance period
Make payments according to the agreed payment schedule

Delays caused by failure to meet these responsibilities may result in timeline extensions and may incur additional charges.

4. Intellectual Property Rights

4.1 Client Materials

You retain all rights to materials, content, and intellectual property you provide to us ("Client Materials"). You grant us a non-exclusive license to use Client Materials solely for the purpose of providing our Services.

4.2 Deliverables

Upon full payment of all fees, ownership of custom Deliverables created specifically for your project transfers to you, subject to the following:

We retain ownership of our pre-existing intellectual property, tools, and methodologies
We retain the right to use general knowledge, skills, and experience gained during the project
Third-party components (libraries, frameworks, APIs) remain subject to their respective licenses

4.3 Portfolio Rights

Unless otherwise agreed in writing, we reserve the right to display completed work in our portfolio and marketing materials. We will not disclose confidential information without your consent.

5. Payment Terms

5.1 Pricing

All prices are quoted in Canadian Dollars (CAD) unless otherwise specified. Prices do not include applicable taxes, which will be added to invoices as required by law.

5.2 Payment Schedule

Unless otherwise agreed in the Statement of Work:

A deposit of 30-50% is required before project commencement
Progress payments are due at agreed milestones
Final payment is due upon project completion and acceptance

5.3 Late Payments

Invoices are due within 14 days of issue. Late payments may incur:

Interest charges of 1.5% per month on overdue amounts
Suspension of services until payment is received
Collection costs and legal fees if formal collection is required

6. Warranties and Disclaimers

6.1 Service Warranty

We warrant that our Services will be performed in a professional and workmanlike manner consistent with industry standards. We provide a 90-day warranty period following project completion during which we will correct any defects in our work at no additional charge.

6.2 Limitations

Our warranty does not cover:

Issues caused by modifications made by you or third parties
Problems resulting from misuse or unauthorized alterations
Compatibility issues with systems or software we did not develop
Issues arising from third-party services or APIs

6.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, OUR SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

Our total liability for any claims arising from our Services shall not exceed the total fees paid by you for the specific project giving rise to the claim.
We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities.
We shall not be liable for any delays or failures in performance resulting from circumstances beyond our reasonable control.

8. Confidentiality

8.1 Confidential Information

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the engagement. This includes business plans, technical specifications, pricing information, and client data.

8.2 Exceptions

Confidentiality obligations do not apply to information that:

Is or becomes publicly available through no fault of the receiving party
Was already 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

8.3 Duration

Confidentiality obligations survive termination of the engagement for a period of three (3) years.

9. Termination

9.1 Termination for Convenience

Either party may terminate a project with 30 days written notice. In such case, you are responsible for payment for all work completed through the termination date.

9.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

Materially breaches these Terms and fails to cure within 14 days of notice
Becomes insolvent or files for bankruptcy
Engages in illegal activity related to the project

9.3 Effect of Termination

Upon termination, we will deliver all completed work and work in progress. You agree to pay for all services rendered through the termination date.

10. Indemnification

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

Your breach of these Terms
Your use of our Services or Deliverables
Any claims that Client Materials infringe third-party rights
Your violation of any applicable laws or regulations

11. Website Use

11.1 Acceptable Use

When using our website, you agree not to:

Violate any applicable laws or regulations
Attempt to gain unauthorized access to our systems
Transmit malware, viruses, or harmful code
Interfere with the proper functioning of the website
Collect or harvest information about other users

11.2 Website Content

All content on our website, including text, graphics, logos, and images, is protected by copyright and other intellectual property laws. You may not reproduce, distribute, or create derivative works without our written permission.

12. Governing Law and Dispute Resolution

12.1 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.

12.2 Dispute Resolution

Any disputes arising from these Terms or our Services shall first be subject to good faith negotiation between the parties. If unresolved within 30 days, disputes shall be submitted to binding arbitration in Toronto, Ontario, in accordance with the Arbitration Act (Ontario).

12.3 Jurisdiction

For matters not subject to arbitration, you consent to the exclusive jurisdiction of the courts of the Province of Ontario.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any Statement of Work, constitute the entire agreement between the parties and supersede all prior agreements or understandings.

13.2 Amendments

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 services after changes constitutes acceptance.

13.3 Severability

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

13.4 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 or affiliate.

13.5 Force Majeure

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

14. Contact Information

For questions about these Terms and Conditions, please contact us:

CodeCampCA Inc.
350 Bay Street, Suite 1200
Toronto, ON M5H 2S6
Canada

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