1. Agreement to Terms
These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and ProgrammingCA Inc. ("Company," "we," "us," or "our"), a corporation registered in Ontario, Canada, with its principal office located at 180 University Avenue, Suite 1500, Toronto, ON M5H 3M7.
By accessing our website at programmingca.online, engaging our auto software development services, or entering into a service agreement with us, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access our website or use our services.
2. Definitions
For the purposes of these Terms and Conditions:
- "Services" refers to software development, AI integration, cloud architecture, consulting, maintenance, and related technology services provided by the Company
- "Deliverables" refers to any work product, software code, documentation, designs, or materials created by the Company for the Client
- "Project Agreement" refers to any statement of work, proposal, or contract specifying project details, scope, timelines, and pricing
- "Confidential Information" refers to any non-public information disclosed by either party during the course of the engagement
- "Auto" refers to automated processes and systems developed as part of our services
3. Services Description
3.1 Scope of Services
ProgrammingCA provides custom software development, AI and machine learning integration, cloud solutions, enterprise application development, API development, cybersecurity consulting, and related technology services as described on our website and in individual Project Agreements.
3.2 Service Delivery
Services will be delivered in accordance with the specifications, timelines, and milestones outlined in the applicable Project Agreement. Our typical delivery methodology includes:
- Discovery and requirements gathering phase
- Design and architecture planning
- Agile development in 2-week sprint cycles
- Quality assurance and testing
- Deployment and launch support
- Post-launch maintenance and optimization
3.3 Client Responsibilities
The Client agrees to:
- Provide accurate and complete information necessary for service delivery
- Respond to requests for feedback and approvals within 5 business days unless otherwise specified
- Provide access to necessary systems, data, and personnel
- Designate a primary point of contact for project communications
- Review and accept deliverables within the timeframes specified in the Project Agreement
- Ensure compliance with all applicable laws regarding the use of our services
4. Intellectual Property Rights
4.1 Client Materials
The Client retains ownership of all materials, data, content, trademarks, and intellectual property provided to the Company for use in the Services. The Client grants the Company a limited, non-exclusive license to use such materials solely for the purpose of delivering the Services.
4.2 Deliverables Ownership
Upon full payment of all fees, the Client receives ownership of custom Deliverables created specifically for the Client, except for:
- Pre-existing Materials: Any tools, libraries, frameworks, or materials owned by the Company prior to the engagement
- Third-Party Components: Open-source software, licensed frameworks, and third-party APIs
- General Knowledge: Skills, techniques, methodologies, and know-how of general applicability
4.3 License to Pre-existing Materials
Where Deliverables incorporate pre-existing materials owned by the Company, the Client is granted a perpetual, non-exclusive, worldwide, royalty-free license to use such materials as an integrated part of the Deliverables.
5. Payment Terms
5.1 Fees and Deposits
All fees for Services shall be as specified in the applicable Project Agreement. Unless otherwise agreed:
- A deposit of 30% of the total project value is required to commence work
- Milestone payments are due upon completion and approval of each phase
- Final payment is due upon project completion and delivery
5.2 Late Payments
Invoices not paid within 30 days of the invoice date may be subject to:
- Late payment interest at 1.5% per month
- Suspension of Services until payment is received
- Withholding of Deliverables and source code
6. Confidentiality
Both parties agree to maintain the confidentiality of all Confidential Information received from the other party. This obligation shall continue for a period of three (3) years following the termination of the engagement. Confidential Information does not include 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 by the receiving party
- Is required to be disclosed by law or legal process
7. Warranties and Disclaimers
7.1 Service Warranty
The Company warrants that:
- Services will be performed in a professional manner consistent with industry standards
- Deliverables will materially conform to the specifications in the Project Agreement for a period of 90 days following delivery
- The Company has the right to provide the Services and grant the licenses described herein
7.2 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
- The Company's total liability for any claims arising under or related to these Terms shall not exceed the total fees paid by the Client during the twelve (12) months preceding the claim
- In no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities
- The limitations in this section apply regardless of the theory of liability and even if the Company has been advised of the possibility of such damages
9. Termination
9.1 Termination for Convenience
Either party may terminate an engagement by providing thirty (30) days written notice. Upon termination:
- Client shall pay for all Services performed and expenses incurred through the termination date
- Company shall deliver all completed work and work-in-progress
- Both parties shall return or destroy Confidential Information of the other party
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 such breach within fifteen (15) days of receiving written notice.
10. Governing Law and Dispute Resolution
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.
Any dispute arising out of or relating to these Terms shall be resolved through the following process:
- Good faith negotiation between the parties for a period of thirty (30) days
- If negotiation fails, non-binding mediation administered by a mutually agreed mediator
- If mediation fails, binding arbitration in Toronto, Ontario in accordance with the Arbitration Act, 1991
11. General Provisions
11.1 Entire Agreement
These Terms, together with any applicable Project Agreement, constitute the entire agreement between the parties and supersede all prior communications, representations, or agreements.
11.2 Amendment
No amendment to these Terms shall be effective unless in writing and signed by both parties. We reserve the right to update these Terms, with changes becoming effective upon posting to our website.
11.3 Severability
If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
11.4 Assignment
The Client may not assign these Terms without the prior written consent of the Company. The Company may assign these Terms to any successor to its business.
12. Contact Information
If you have any questions about these Terms and Conditions, please contact us:
- Company: ProgrammingCA Inc.
- Address: 180 University Avenue, Suite 1500, Toronto, ON M5H 3M7, Canada
- Phone: +1 (416) 847-3291
- Email: [email protected]
- Website: https://programmingca.online
By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.