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Terms and Conditions

General

Language

Les parties ont consenti à ce que l'anglais soit la langue du présent contrat.
Le Contrat est régi par les lois de la province de Québec.
The parties have consented that English be the language of this contract.
The Agreement shall be governed by the laws of the Province of Quebec.

The client agrees to acknowledge and accept the terms and conditions for all quotes and invoices.

undoLogic Inc. does not accept verbal agreements, all arrangements have to be noted in writing.

 

Changes

Our terms can change without notice.

 

Payment Terms

Invoices are due on receipt. (Unless other arrangements have been agreed upon).

If any invoices are 15 days past due all projects will be put on hold and subscriptions will not be renewed until all overdue invoices are paid in full.

 

Monitoring

Unless the client purchases an “Annual Maintenance Contract” monitoring is not included, and it is therefore the client's responsibility to check at regular intervals the status of their website / online software and request we complete updates as needed.

 

Ownership of Material

The client unconditionally guarantees that any information included in the site is owned by the client, or that the client has permission from the rightful owner to use. The client will hold harmless, protect and defend undoLogic and any subcontractors we use from any claim or suit arising from the use of such information.

 

Indemnification

The client agrees to defend, indemnify, save and hold harmless undoLogic from any claim resulting from the publication or use of material on a website. The client agrees to hold undoLogic harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorney’s fees asserted against undoLogic, and its employees that may arise or result from any service provided or performed. The client agrees to hold harmless undoLogic against liabilities arising out of any injury to person or property by any products or services sold or otherwise distributed in connection with undoLogic.

 

Liability

undoLogic is not responsible for eventual changes to the system made by clients, and any issues that arise from this. The client agrees to defend, indemnify, save and hold harmless undoLogic from any claim resulting from the publication or use of material on a website



Allocated space and resources
All subscriptions and projects have a specified amount of space available, and processing cycles. Exceeding these amounts can cause disruptions that might require refactoring of code, increasing resources (which are billed extra and not included)

 

Data Backup

We make every effort to protect / secure your data; however, all data that is gathered and / or stored with undoLogic solutions is not considered a backup, and undoLogic is not responsible for this data. The client agrees to not hold undoLogic liable for any issue. If the client would like to backup the data please contact support so we can give you your credentials to initiate your download.

 

Ecommerce

The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs and will hold harmless, protect and defend undoLogic and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s use of internet electronic commerce.

 

Screenshots

undoLogic reserves the right to use screenshots of the customers software / website along with text about the solution we created on various undoLogic marketing materials. We only use this on our own projects and do not share this with any 3rd parties. Please inform us in advance if there are any concepts or material which we cannot publicly display.

 

Content

The client agrees that all material added to the website does not contain any material that is abusive or unethical. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, illegal content etc. The client assumes all responsibility for the website content, and agrees that undoLogic is not liable in any way.

 

GDPR

We value our customers' privacy and we are in GDPR compliance. We have already had a high standard for privacy thus, it turned out that we were following the basic principles of GDPR long before the GDPR existed. We have never disclosed the personal data of our hosting customers to any third parties - the only exceptions are when this data should be used for domain registrations and SSL certificates. We have never made profiles of our customers, so we target them with specific offers. We have never made marketing campaigns, filling our customers' emails with bulk offers.

 

Custom Development (Visual / Programming)

Project Phases (Alpha / Beta / Complete)

We balance quality and price to launch projects of great value and adequate security for our customers as Alpha. The online software is fully functional and usable but excludes detailed testing, security audits, optimizations and can contain issues relating to usability, functionality, and security vulnerabilities.

After the development of a project has been completed in Alpha, the client can request to move the project into Beta. This entails detailed testing and finalizing the refactor of the source code and adding integration tests to automatically validate the intended functionality which is billed separately; it does not exclude rare software issues and glitches. A project is considered complete after a sufficient period of time has passed as Beta.

 

Project Billing Methods (You may use different methods for difference projects to suit your needs)

- PER-HOUR (Requires agreeing to an annual billing agreement): Ideal if you have a general idea of the project to be completed and prefer to modify the project as it advances, allowing new features as we are developing the project. Availability is dependent on our schedule, and we cannot guarantee completion dates on work submitted. Billed at our hourly rate. Hours totalling over $500.00 are invoiced every week, the balance is invoiced monthly.

- FIXED-PRICE: Ideal if you have a specific project / set of tasks, and do not foresee any changes to your planned project during development. Guaranteed completion dates. All materials need to be submitted in advance. Any new extra tasks requested for the project will be billed separately, and started after project completion. A down payment is required for each of the milestones and the balance is due on completion. We guarantee a fixed-price project for one year.

- AGILE (Requires agreeing to an annual billing agreement): Ideal for large projects, ensuring ongoing development. All tasks are planned and completed based on priority. Priority of upcoming tasks can be changed as required. Number of monthly hours are agreed in advance, and can be changed at any time.

 

Annual Billing Agreement (Required for per-hour / agile project billing methods)

If you want work completed per hour / agile you will need to agree to an annual billing agreement. 

If you do not sign an annual billing agreement you can choose fixed-price billing to complete a project. If you request any out-of-scope changes to a fixed-price project you will need to sign an annual billing agreement before we can complete them.

An hourly rate is indicated on your annual billing agreement and active between Monday - Friday 9:00 - 17:00. Any emails or phone calls requesting work will be billed per our hourly rate and started within 2 business days. Any requests received as “urgent” will be replied to, and completed as soon as possible, even outside of normal business hours and billed per our emergency rate (Double hourly rate).

A credit limit is assigned to your annual billing agreement. Contact us if you would like to increase so we can discuss. We reserve the right to lower your credit limit if there are any delays in payment.

 

Maintenance (Stability Programming and Adaptive Updates)

- All projects depend on internal / external systems, including, but not limited to Linux servers, Internet connectivity and web standards, which are in a constant state of change, advancement and not within our control. To ensure stability of your project undoLogic will complete updates / upgrades, replace deprecated programming with newer / current technology and / or adjust visuals when needed. (Billed extra per hour. Estimated 1+ hours per month depending on project complexity).

- If you want a more comprehensive service or you have not agreed to an annual billing agreement you can purchase our “Annual Maintenance Contract,” which includes monitoring, corrective updates, enhancement updates, service level agreement, as well as other features for a fixed annual rate.

 

Guarantee

Fixed price projects are guaranteed to work as specified (on the quote / invoice) on servers that are approved by undoLogic for one year after going live. Any updates completed with per-hour / agile billing are guaranteed for 30 days.

 

Warranty

A warranty is not included unless stipulated on the invoice

 

Timelines

Our quotes / invoices calculate allotted time as closely as possible, but do not guarantee the final cost of a project if any changes are requested during development.

We take pride in completing projects in a timely manner, and allocate sufficient time to complete them, if the client modifies the scope or requires extra features during development this can alter the discussed timeline. During our development we might have questions to complete the project, if the client fails to respond to emails / questions in excess of 2 business days this can modify the discussed timeline.

If a project is delayed by the client for over 30 calendar days the project will be put on hold (to make time for our other agreements and timelines). The project can be restarted when the client is ready and per undoLogic’s schedule.

 

Point of contact

We strongly recommend that one point of contact is assigned from the client to be the liaison for questions and approvals, which will mitigate redundant updates and overlapping work. If more than one person is assigned to be able to request updates and approve work it is possible that extra time might be incurred which can delay the project and / or increase the budget / costs. 

 

Copyright

undoLogic creates all projects from our open-source boilerplate source code using the MIT license. The client accepts all the aspects that pertain to this licence for their project. Layouts and views are purchased for each client separately and they own them per the licence for each layout.

 

Translations

All projects are completed in one language during development. Translations into other languages are possible after a project is completed. This is a separate project and is not included, unless stated on the quote/invoice. 

 

Browsers / Devices

All our solutions are first built for one browser and device. Website full width on Chrome using a desktop computer. After the project is approved we adapt the responsive design (mobile / tablet if included on invoice) to reflect the desktop functionality. Some elements that were built on the desktop view might not be possible or will require extra time to make them functional on the tablet / mobile phone views.

 

Intellectual property

All code from custom programming projects is assigned to the customer for full ownership after payment is received in full. If a project has links to a SaaS subscription that is not included in the ownership, undoLogic retains full ownership over our subscriptions including by not limited to: updateCase, setupCase, offlineBox and project browser. These applications are leased to the client without any ownership. The ownership ONLY affects custom programming which is created for the client.

 

Delays

Our project deadlines are given with the understanding that clients respond to all emails within 2 business days. Failing to do so can delay the original project deadline. 

 

SaaS (Software-as-a-Service) / Subscriptions

Subscription Model

undologic leases software-as-a-service applications on a subscription model. UpdateCase, SetupCase, ProjectBrowser and OfflineBox are all owned and maintained exclusively by undoLogic inc. By signing up for these services the client understands they benefit by not having to pay to maintain the software and inturn they have no ownership over these applications and they accept them as-is in the ALPHA form (The online software is fully functional and usable but excludes detailed testing, security audits, optimizations and can contain issues relating to usability, functionality, and security vulnerabilities). 

We do offer to customise these applications in line with the customers' marketing and requests. Any modifications, scripts, and programming we complete for your account is owned exclusively by undoLogic. 

The visuals and marketing elements that are added to the software for the customer remains the property of the customer. undoLogic will only use this content for the customer while the subscription is active. 

The applications can be offered as a white-label solution meaning our customers can offer our solutions for sale using their branding. The visuals remain property of our customer but all programming is owned by undoLogic. 

 

Hosting

undoLogic hosting services are provided by reliable suppliers with min 99.9% uptime, but we do not guarantee the actual quality. There is a limited number of cpu cycles, inodes, storage space and bandwidth per month for hosting solutions. When exceeding these limits extra charges will apply. From time to time maintenance is required and and can require a server be temporarily offline. The hosting we offer is not considered a backup and we recommend you make regular backups in case of a disaster. It is the clients responsibility to keep a website updated with the latest security updates. If a client’s website get compromised, and is used for illegal purposes we have no choice but to password protect your site to block the activity until any vulnerabilities are fixed. POP email and IMAP email (allows sync) are included with hosting packages where specified and these include a webmail access. Webmail is meant for temporary or emergency access to your email, since some features are slow. A local email application (Outlook, Thunderbird, Mail etc.) is a lot faster.

 

Domains

A domain name is used to allow users on the internet to connect to your hosting. All domain names have a registrant email which is the exclusive owner of the domain and this is always the clients email. undoLogic does not take any responsibility for the actual domain itself. The client takes full responsibility of the domain name and what ownership entails. The client must keep their domain email safe from hacking and understands that their domain can be transferred away from their control if they do not keep their domain email safe. It is the clients responsibility to request a domain name be transferred into our solution or we assume that they prefer to keep control on their own registrar. Our solution only registrars a domain name but all responsibility remains exclusively with the client. 

undoLogic hosting services are provided by reliable suppliers with min 99.9% uptime, but we do not guarantee the actual quality. From time to time maintenance is required and and can require a server be temporarily offline.

 

Domain registration policy

undoLogic registers customer domains at the ICANN-accredited registrar Enom Inc. Therefore, all domains are a subject of the Domain Registration Agreement of Enom Inc. If you register domain(s) with SureSupport, or transfer an existing domain registration, you must be acquainted with the Registration Agreement of Enom Inc.: http://www.enom.com/terms/agreement.asp

By registering/transferring a domain at undoLogic, you confirm that you have read and you agree with the Registration Agreement of Enom Inc and you provide accurate contact information which we submit for registration. Domain privacy is available as an extra service that can be installed on your account, which forwards mail / email to your private information using anonymous information on your domain: contact us for details. 

 

Liability

It is the clients responsibility to ensure their devices and/or computers are always using the latest security updates and most secure configurations to connect to our services. undoLogic is not responsible for any data loss/compromise by neglecting to ensure they are up to date. The client agrees to defend, indemnify, save and hold harmless undoLogic from any claim resulting from data loss/compromise due to unsecure/misconfigured computers/devices. undologic is not liable for any consequences due to clients actions breaching local laws, including, but not limited to pirated software, hacking tools, adult content, spamming software, and failing to do so may result in suspension of hosting services that we manage as a reseller.

 

Renewal

undoLogic does not renew accounts automatically. For the clients' convenience, undoLogic will send a renewal reminder to the contact email address on file for the corresponding account. The client is ultimately responsible for renewing the hosting account through one of the options given by undoLogic. Clients can only renew services if their account is in good standing and no amounts / invoices are due.

 

Support
Individual plans include 2 business day email support
Business plans include 1 business day email support
Executive plans include same same day email and phone support