Terms & Conditions

Welcome to Canada Coding School. These Terms and Conditions ("Terms") govern your use of our website canadacodingschool.com and our software development services. By accessing our website or engaging our services, you agree to be bound by these Terms.

1. Definitions

In these Terms:

• "Company," "we," "us," or "our" refers to Canada Coding School, located at 180 John Street, Suite 402, Toronto, ON M5T 1X5, Canada.
• "Client," "you," or "your" refers to the individual or entity using our website or services.
• "Services" refers to the software development, consulting, and related services we provide.
• "Website" refers to canadacodingschool.com and all its subdomains.
• "Deliverables" refers to the software, code, documentation, and other materials created as part of our services.

2. Acceptance of Terms

By accessing our website or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not use our website or services.

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 such entity to these Terms.

3. Services

3.1 Service Descriptions

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

• Custom software development
• Cloud migration and architecture
• Application modernization
• Cybersecurity consulting
• Data analytics solutions
• Technology consulting
• Support and maintenance

3.2 Project Agreements

All projects are governed by a separate Statement of Work (SOW) or Service Agreement that will specify:

• Detailed scope of work
• Project timeline and milestones
• Pricing and payment terms
• Acceptance criteria
• Warranty provisions

In case of conflict between these Terms and a specific SOW, the SOW will prevail for that particular project.

3.3 Change Requests

Any changes to the agreed scope of work must be documented in writing as a Change Request and signed by both parties before implementation. Additional fees may apply for scope changes.

4. Intellectual Property

4.1 Client Materials

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

4.2 Deliverables

Unless otherwise specified in your SOW:

• Upon full payment, you will own all intellectual property rights in custom code developed specifically for your project
• We retain ownership of any pre-existing tools, frameworks, or code libraries used in your project
• We grant you a perpetual, non-exclusive license to use any retained materials necessary for the operation of your deliverables

4.3 Portfolio Rights

Unless you request otherwise in writing, we may include a general description of our work for you in our portfolio and marketing materials, without disclosing confidential information.

4.4 Website Content

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

5. Payment Terms

5.1 Fees and Invoicing

• Fees for services will be specified in your SOW or Service Agreement
• Unless otherwise agreed, invoices are due within 30 days of the invoice date
• All fees are in Canadian Dollars (CAD) unless otherwise specified

5.2 Late Payments

• Late payments may incur interest at 1.5% per month (18% annually)
• We may suspend work on any project with outstanding invoices over 30 days past due
• You are responsible for any collection costs, including reasonable legal fees

5.3 Taxes

All fees are exclusive of applicable taxes. You are responsible for paying all applicable taxes, including HST/GST, except for taxes on our income.

6. Confidentiality

6.1 Confidential Information

Both parties agree to maintain the confidentiality of any confidential information disclosed during the course of our relationship. Confidential information includes, but is not limited to:

• Business strategies and plans
• Technical specifications and designs
• Source code and algorithms
• Financial information
• Customer data

6.2 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 disclosed with the written consent of the disclosing party
• Is required to be disclosed by law

7. Warranties and Disclaimers

7.1 Service Warranty

We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. If deliverables contain defects, we will correct them at no additional charge during the warranty period specified in your SOW (typically 30-90 days after acceptance).

7.2 Website Disclaimer

OUR WEBSITE AND ITS CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM SERVICES SHALL NOT EXCEED THE FEES PAID BY YOU FOR THOSE SERVICES IN THE 12 MONTHS PRECEDING THE CLAIM
• WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• WE SHALL NOT BE LIABLE FOR LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES

8. Indemnification

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

• Your use of our website or services
• Your violation of these Terms
• Your violation of any third-party rights
• Client Materials that infringe intellectual property rights

9. Term and Termination

9.1 Term

These Terms remain in effect until terminated by either party.

9.2 Termination for Convenience

Either party may terminate a project engagement with 30 days written notice, subject to payment for work completed and applicable termination provisions in your SOW.

9.3 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 15 days of notice
• Becomes insolvent or files for bankruptcy
• Engages in illegal or fraudulent activity

9.4 Effect of Termination

Upon termination:

• All outstanding invoices become immediately due
• Each party will return or destroy confidential information of the other party
• Provisions that by their nature should survive will remain in effect

10. Dispute Resolution

10.1 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.

10.2 Dispute Resolution Process

In the event of a dispute:

1. Negotiation: Parties will first attempt to resolve the dispute through good-faith negotiation
2. Mediation: If negotiation fails, parties agree to participate in mediation in Toronto, Ontario
3. Arbitration or Litigation: If mediation fails, disputes may be resolved through binding arbitration or litigation in the courts of Ontario

11. General Provisions

11.1 Entire Agreement

These Terms, together with any SOW or Service Agreement, constitute the entire agreement between the parties concerning the subject matter hereof.

11.2 Amendments

We may update these Terms at any time by posting the revised version on our website. Continued use of our website or services after changes constitutes acceptance of the updated Terms.

11.3 Severability

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

11.4 Waiver

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

11.5 Assignment

You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

11.6 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control.

11.7 Notices

All notices under these Terms should be sent to:

12. Contact Us

If you have any questions about these Terms, please contact us: