Terms and Conditions

Terms and Conditions

LAST UPDATED OCTOBER 10TH, 2023


1. Standard Terms and Conditions


These are the standard terms and conditions for Business Management Systems and apply to all contracts and all work undertaken by Sqale Systems Inc. for its clients.


2. Our Fees and Deposits

Deposit Requirement: Upon instructing us to proceed with your website design, CRM, marketing, automated workflows, and any development work, the first payment collected from you will be considered the non-refundable deposit amount. This deposit will be a mutually agreed-upon percentage of the total fee outlined in our proposal.

Commencement of Work: We reserve the right not to commence any work until the agreed-upon deposit has been paid in full. Commencement of work signifies your acceptance of our terms and conditions.

Payment Schedule: The remaining percentage of the total fee shall become due upon the completion of the project to your reasonable satisfaction, subject to the terms described in the "Approval of Work" and "Rejected Work" clauses.

Monthly Fees: Following the completion of website design and development work, a monthly fee will be applicable based on the plan you select. These fees will be outlined in a separate agreement or plan documentation.

Late Payments: Failure to make timely payments for monthly fees may result in suspension or termination of services as outlined in our separate payment and subscription agreement.

Project Pause Fee Clause:

If, during the course of a project, the client fails to respond or provide necessary information or feedback for a period exceeding 15 consecutive days ("Pause Period"), the service provider reserves the right to impose a pause fee. The pause fee shall be calculated based on the total value of the project before taxes and will be assessed for each day beyond the initial 15-day Pause Period until communication is re-established or the project is officially terminated.

The purpose of the pause fee is to compensate the service provider for the costs and resources allocated to the project during the interruption. The client will be notified in writing of the imposition of the pause fee and the amount to be charged once contact has been made again by the client. The client will have the option to either resume the project by paying the pause fee or officially terminate the project as outlined in the termination clause of these terms and conditions.

Please note that the imposition of a pause fee does not relieve the client of their obligations under this agreement, including the ultimate payment of the total project cost upon project completion, unless otherwise agreed upon in writing.

3. Supply of Materials

You must supply all materials and information required by us to complete the work in accordance with any agreed specification. Such materials may include, but are not limited to, photographs, written copy, logos and other printed material. Where there is any delay in supplying these materials to us which leads to a delay in the completion of work, we have the right to extend any previously agreed deadlines by a reasonable amount.

Where you fail to supply materials, and that prevents the progress of the work, we have the right to invoice you for any part or parts of the work already completed.


4. Variations


We are pleased to offer you the opportunity to make revisions to the website design. However, we have the right to limit the number of design proposals to a reasonable amount and may charge for additional designs if you make a change to the original design specification.

5. Project Delays and Client Liability


Any time frames or estimates that we give are contingent upon your full co-operation and complete and final content in photography for the work pages. During development there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available on a daily basis in order to expedite the feedback process.


6. Approval of Work (For Websites)

On completion of the work you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the 7-day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected and the contract will be deemed to have been completed and the 50% balance of the project price will become due.


7. Rejected Work


If you reject any of our work within the 7-day review period, or not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as at an end and take measures to recover payment for the completed work.

8. Payment


Upon completion of the 7-day review period for the initial website design, we will invoice you for the 50% balance of the project. Following payments will count towards the subscription cost of the plan you select.


9. Warranty by You as to Ownership of Intellectual Property Rights


You must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trade marks, or any other material that you supply to us to include in your website or web applications.

You must indemnify us and hold us harmless from any claims or legal actions related to the content of your website.


10. Licensing


Once you have paid us in full for our work we grant to you a license to use the website and its related software and contents for the life of the website and for as long as you remain a paying customer on your monthly subscription plan.


11. Search Engines


We do not guarantee any specific position in search engine results for your website. We perform basic search engine optimization according to current best practice.


12. Consequential Loss


We shall not be liable for any loss or damage which you may suffer which is in any way attributable to any delay in performance or completion of our contract, however that delay arises.


13. Disclaimer


To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise (other than the express provisions of these terms and conditions) relating in any way to the services we provide to you are excluded. Without limiting the above, to the extent permitted by law, any liability of Sqale Systems Inc. under any term, condition, warranty or representation that by law cannot be excluded is, where permitted by law, limited at our option to the replacement, re-repair or re-supply of the services or the payment of the cost of the services that we were contracted to perform.


14. Subcontracting


We reserve the right to subcontract any services that we have agreed to perform for you as we see fit.


15. Non-Disclosure


We (and any subcontractors we engage) agree that we will not at any time disclose any of your confidential information to any third party.

16. Additional Expenses


You agree to reimburse us for any requested expenses which do not form part of our proposal including but not limited to the purchase of templates, third party software, stock photographs, fonts, domain name registration, web hosting or comparable expenses.


17. Backups


You are responsible for maintaining your own backups with respect to your website and we will not be liable for restoring any client data or client websites except to the extent that such data loss arises out of a negligent act or omission by us.


18. Ownership of Domain Names and Web Hosting


We will supply to you account credentials for domain name registration and/or web hosting that we purchased on your behalf when you reimburse us for any expenses that we have incurred.


19. Governing Law

The agreement constituted by these terms and conditions and any proposal will be construed according to and is governed by the laws of Canada. You and Sqale Systems Inc. submit to the non-exclusive jurisdiction of the courts in and of Canada in relation to any dispute arising under these terms and conditions or in relation to any services we perform for you.


20. E-Commerce

You are responsible for complying with all relevant laws relating to e-commerce, and to the full extent permitted by law will hold harmless, protect, and defend and indemnify Sqale Systems Inc. and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from your or your clients’ use of Internet electronic commerce.

Questions, Complaints and Contacts


If you have any questions regarding this Privacy Policy, please contact us at privacy@Sqale Systems Inc..com, or by mail at the address below:


Sqale Systems Inc.

Attn: Privacy Officer

Whitby, ON


(647) 528-0117

contact@sqalesystems.com

Copyright Sqale Systems Inc. 2022 -- All Rights Reserved

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