TERMS AND CONDITIONS OF SALE
1. General
These Terms and Conditions of Sale ("Terms") govern all sales of services and products by easier.digital ("Company," "we," "us," or "our") to you ("Client," "you," or "your"). By placing an order or purchasing services from us, you agree to be bound by these Terms.
These Terms apply in addition to any Statement of Work, proposal, or service agreement entered into between the parties. In the event of a conflict, the specific service agreement shall take precedence over these Terms.
2. Quotations and Orders
2.1 Quotations: All quotations provided by us are valid for thirty (30) days from the date of issue unless otherwise stated. Quotations are subject to change based on scope modifications or changes in requirements.
2.2 Acceptance: An order is deemed accepted upon our written confirmation or upon commencement of work, whichever occurs first.
2.3 Changes: Any changes to an accepted order must be agreed upon in writing by both parties. Changes may result in adjustments to pricing, timelines, and deliverables.
3. Pricing
3.1 Fees: All prices are quoted in Canadian Dollars (CAD) unless otherwise specified. Prices are based on the scope of work defined at the time of quotation.
3.2 Taxes: All prices are exclusive of applicable taxes, including GST, HST, PST, and any other sales or value-added taxes. You are responsible for all applicable taxes unless you provide a valid tax exemption certificate.
3.3 Additional Costs: Any expenses incurred on your behalf, including but not limited to travel, third-party software licenses, hosting fees, and materials, will be billed separately unless included in the original quotation.
4. Payment Terms
4.1 Invoicing: Invoices will be issued according to the payment schedule specified in the applicable service agreement. For projects without a defined schedule, invoices will be issued monthly for work completed.
4.2 Due Date: Payment is due within thirty (30) days of the invoice date unless otherwise agreed in writing.
4.3 Payment Methods: We accept payment by credit card, electronic funds transfer (EFT), wire transfer, or cheque. Payment instructions will be provided on each invoice.
4.4 Deposits: We may require a deposit before commencing work. Deposit requirements will be specified in the quotation or service agreement.
4.5 Late Payment: Overdue invoices will accrue interest at a rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend work on any project with invoices overdue by more than thirty (30) days.
4.6 Collection Costs: You agree to pay all costs of collection, including reasonable legal fees, incurred by us in collecting overdue amounts.
5. Delivery and Performance
5.1 Timeline: Delivery dates and project timelines are estimates unless expressly stated as guaranteed in writing. We will make reasonable efforts to meet agreed-upon deadlines.
5.2 Delays: We are not liable for delays caused by circumstances beyond our reasonable control, including delays resulting from your failure to provide required information, access, approvals, or resources.
5.3 Acceptance: Upon delivery of any deliverable, you will have ten (10) business days to review and notify us of any deficiencies. If no written objection is received within this period, the deliverable will be deemed accepted.
6. Client Obligations
You agree to cooperate with us and provide all information, materials, access, and decisions necessary for us to perform our obligations in a timely manner. Failure to do so may result in project delays and additional charges.
7. Intellectual Property
7.1 Ownership: Upon full payment, you will own the rights to custom deliverables specifically created for you, excluding any pre-existing intellectual property, third-party components, or licensed materials.
7.2 License: For any pre-existing materials or tools incorporated into deliverables, we grant you a non-exclusive, perpetual license to use such materials solely in connection with the deliverables.
7.3 Retention: Until full payment is received, we retain all rights to deliverables and may withhold delivery of final work product.
8. Warranties
8.1 Workmanship: We warrant that services will be performed in a professional manner consistent with industry standards. For a period of thirty (30) days following delivery, we will correct any defects in workmanship at no additional charge.
8.2 Limitations: THE WARRANTY SET FORTH ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8.3 Exclusions: Warranties do not apply to defects arising from: your modifications or misuse; third-party software or services; changes to your systems or environment; or issues outside our reasonable control.
9. Limitation of Liability
9.1 Cap: OUR TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO A SALE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SPECIFIC SERVICE OR PRODUCT GIVING RISE TO THE CLAIM.
9.2 Exclusions: IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Cancellation and Refunds
10.1 Cancellation by Client: You may cancel an order by providing written notice. Upon cancellation, you are responsible for payment of all work completed and expenses incurred up to the date of cancellation, plus any non-cancellable commitments made on your behalf.
10.2 Cancellation by Company: We may cancel an order if you fail to make timely payments, breach these Terms, or fail to provide necessary cooperation. In such cases, you remain liable for all amounts due for work completed.
10.3 Refunds: Deposits and payments for completed work are non-refundable. Refunds for prepaid but unperformed services will be issued at our discretion and may be subject to a cancellation fee.
11. Confidentiality
Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of the engagement. This obligation survives termination of the business relationship.
12. Indemnification
You agree to indemnify and hold harmless easier.digital from any claims, damages, or expenses arising from: your use of deliverables; content or materials you provide; your breach of these Terms; or your violation of any third-party rights.
13. Force Majeure
Neither party shall be liable for failure or delay in performance due to causes beyond their reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, pandemics, or infrastructure failures.
14. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the Province of Newfoundland and Labrador and the federal laws of Canada applicable therein. Any disputes shall be resolved exclusively in the courts located in St. John's, Newfoundland and Labrador, Canada.
15. General Provisions
15.1 Entire Agreement: These Terms, together with any applicable quotation, proposal, or service agreement, constitute the entire agreement between the parties regarding the subject matter hereof.
15.2 Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
15.3 Waiver: No waiver of any provision shall be deemed a waiver of any other provision or a continuing waiver.
15.4 Assignment: You may not assign your rights or obligations under these Terms without our prior written consent.
15.5 Notices: All notices shall be in writing and sent to the addresses specified in the applicable service agreement or to the contact information below.
15.6 Amendments: We reserve the right to modify these Terms at any time. Updated Terms will be posted on our website and will apply to all orders placed after the effective date of the changes.
16. Contact Information
For questions about these Terms and Conditions of Sale, please contact us at:
easier.digital
St. John's, Newfoundland, Canada
Phone: +1 844-709-EASY (3279)
Email: [email protected]
Website: https://easier.digital