Terms and Conditions

Your (Client’s) access to and use of services provided by Filio Force Inc. is subject to the following Terms and Conditions (the “Terms and Conditions”, the “Agreement”) and all applicable laws and regulations. The Terms and Conditions is a legal agreement between you (the “Client”), and Filio Force Inc., a corporation incorporated under the laws of Canada (“Filio Force”).

BY ACCESSING OR USING SERVICES PROVIDED BY FILIO FORCE, THE CLIENT (I) ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND ACCEPTS THIS AGREEMENT; (II) REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; (III) ACCEPTS AND AGREES THAT IT IS LEGALLY BOUND BY THIS AGREEMENT AND (IV) REPRESENTS AND WARRANTS THAT THE PERSON ACCEPTING THIS AGREEMENT HAS BEEN AUTHORIZED TO DO SO ON CLIENT’S BEHALF. THE PERSON EXECUTING THIS AGREEMENT ON CLIENT’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND THE CLIENT TO THESE TERMS AND CONDITIONS.

IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT ACCESS OR USE SERVICES PROVIDED BY FILIO FORCE.

1. Definitions

1.1. “Agreement” means these Terms and Conditions, as amended or supplemented by mutual written agreement of the parties.

1.2. “Client Content” means any materials provided by Client for incorporation in the Deliverables, including without limitation any text, graphics, video or audio files, photos, designs, trademarks, or other artwork.

1.3. “Deliverables” means any computer software (in object code and source code form), programming code, HTML or other script, data, information or other materials developed or provided by Filio Force to Client, as the same may be modified, corrected or enhanced by Filio Force for Client from time to time.

1.4. “Documentation” means any manuals or other documented instructions, provided to Client in hard copy or machine-readable form, which may be developed by Filio Force for the Deliverables.

1.5. “Services” means web site and/or software development services that Filio Force is to provide to Client including services in connection with the design, development, testing, delivery and installation of the Deliverables.

2. Engagement for Services

2.1. Client hereby retains Filio Force to provide the Services in accordance with the provisions of this Agreement, and Filio Force hereby accepts such retainer.

2.2. Client acknowledges that Filio Force’s performance of the Services is dependent in part on Client’s actions, including without limitation prompt delivery of or access to Client Content, and that any dates or time periods relevant to the performance of the Services by Filio Force shall be appropriately extended to account for any delays due to Client. Client agrees to provide Filio Force with such information, access and co-operation as Filio Force may reasonably request in connection with the performance of the Services.

2.3. This Agreement shall commence as of the date hereof and shall expire one (1) year later (the “Term”), unless earlier terminated pursuant to the terms and conditions hereunder. This Agreement shall automatically renew, pursuant to the terms and conditions set forth hereunder, each year on the anniversary of the date hereof for successive one (1) year periods (each, a “Renewal Term”), unless notice is provided by either party hereto to the other party indicating the intention not to renew the Agreement and which notice must be provided at least sixty (60) days prior to the expiry of the Term or each Renewal Term, as the case may be.

3. Deliverables

3.1 Development and Acceptance Testing

Filio Force shall use commercially reasonable efforts to develop, deliver, and install the Deliverables or any portion thereof, and shall deliver to Client the Documentation and any other additional instructions pertaining to such Deliverables. Filio Force shall notify Client in writing that the Deliverables or any portion thereof are ready for acceptance testing. Client shall have a period of ten (10) business days (the “Acceptance Testing Period”) from the date of such notice to inspect, operate, evaluate and test the Deliverables or any portion thereof delivered to Client for acceptance testing (the “Acceptance Test”). Filio Force shall meet the reasonable requests of Client for advice and assistance in connection with the Acceptance Test to be performed by Client.
If, prior to the end of the Acceptance Testing Period, Client completes the Acceptance Test, it shall provide immediate written notice of such completion to Filio Force. However, if during the Acceptance Testing Period Client notifies Filio Force in writing (a “Deficiency Notice”) of any significant functional or technical deficiencies in the Deliverables or any portion thereof, Filio Force shall correct such deficiencies within five (5) business days following the Deficiency Notice, or provide a timeline if the correction is deemed to require more than five (5) business days to rectify. In such event, the Acceptance Testing Period shall be extended for the applicable period of time and the provisions of this paragraph 3.1(2) shall re-apply.
Client shall be deemed to have completed the Acceptance Test and have accepted the Deliverables or any portion thereof (the “Acceptance Date”) on the earlier of: (a) the provision by Client of a written notice to Filio Force specifying that Client has completed the Acceptance Test; or (b) the expiry of any applicable Acceptance Testing Period if Client does not provide a Deficiency Notice to Filio Force during such Acceptance Testing Period.

4. Charges

4.1. Client shall pay to Filio Force the charges for Services according to invoices issued by Filio Force.

4.2. All taxes payable in connection with this Agreement or with any services rendered or products supplied hereunder shall be borne by Client.

5. Representations, Warranties, and Covenants

5.1 Filio Force Representations, Warranties, and Covenants

Filio Force represents, warrants and covenants to Client as follows and acknowledges that Client has relied upon the completeness and accuracy of such representations, warranties and covenants in entering into this Agreement:

Filio Force shall perform its obligations hereunder in a professional and workmanlike manner and in accordance with accepted industry standards;
Filio Force has not and will not grant any rights or licenses to any other intellectual property or technology, including the Deliverables, that would conflict with Filio Force’s obligations or Client’s rights under this Agreement, or enter into any other agreement or understanding that would conflict with Filio Force’s obligations or Client’s rights under this Agreement;
no portion of the Deliverables contains or will contain any disabling mechanism or protection feature designed to prevent its use including any clock, timer, counter, computer virus, worm, software lock, drop dead device, Trojan-horse routine, trap door, time bomb or any other codes or instructions that may be used to access, modify, replicate, distort, delete, damage or disable the Deliverables, Client’s software, Client’s computer systems or other software or hardware, except as otherwise specifically designed into the Deliverables and to which Client has actual knowledge and has consented.

5.2 Client Representations, Warranties, and Covenants

Client represents that the use and/or embodiment by Filio Force in the Deliverables of any Client Content provided by Client to Filio Force hereunder, does not and will not infringe intellectual property rights of any person; and
Client covenants that it will be solely responsible for and will pay all sums due to any third parties entitled to receive any payments in connection with any Deliverables provided to Client by Filio Force hereunder or any materials which Client otherwise requires Filio Force to obtain in connection with the Services.

5.3 Corporate Warranties

Each party represents and warrants to the other that the execution and delivery of this Agreement and the performance of the covenants and agreements herein contained are not limited or restricted by and are not in conflict with any contract, agreement or other instrument to which either party is bound or by any rights or interests of any other person.

6. Limitation of Liability

OTHER THAN AS EXPRESSLY NOTED IN THIS AGREEMENT, Filio Force MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED BY OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO ANY SOFTWARE PRODUCT OR SERVICE SUPPLIED UNDER THIS AGREEMENT. Filio Force EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATONS AND WARRANTIES TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Termination

7.1 Client shall have the right to terminate all or any part of this Agreement:

forthwith if Filio Force ceases to carry on business, becomes or is declared insolvent or bankrupt, is subject to any proceedings relating to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, makes a general assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension or readjustment of all or substantially all of its obligations
forthwith upon written notice to Filio Force if Filio Force defaults in the performance or observance of any of its obligations under this Agreement and fails to cure such default within thirty (30) days of receiving written notice of such default from Client; or
at any time during the term of this Agreement forthwith upon giving Filio Force sixty (60) days prior written notice provided that Client shall pay all applicable charges incurred by Client under this Agreement up to and including the last day of the notice period.

7.2 Filio Force shall have the right to terminate all or any part of this Agreement:

forthwith if Client ceases to carry on business, becomes or is declared insolvent or bankrupt, is subject to any proceedings relating to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, makes a general assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension or readjustment of all or substantially all of its obligations;
in case of any failure of Client to pay when due any amount payable to Filio Force under this Agreement which continues for more than ten (10) days following notice by Filio Force to Client that this Agreement will be terminated for non-payment of amounts due; or
forthwith upon written notice to Client if Client defaults in the performance or observance of its obligations under this Agreement and fails to cure such default within thirty (30) days of receiving written notice of such default from Filio Force.

8. General

8.1. Amendments

Neither this Agreement, nor any term or provision hereof, nor any Schedule or document made a part hereof or agreed to in connection herewith, may be amended, modified or waived in any respect whatsoever except in writing signed by both parties.

8.2. Non-Waiver

No delay on the part of either party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy under this Agreement preclude any other or further exercise of such right or remedy. Failure of either party to enforce compliance with any term, provision or condition of this Agreement shall not constitute a waiver of such term or condition, and shall not constitute a precedent.

8.3. Severability

It is the intention of the parties that, if any provision of this Agreement shall be held invalid or unenforceable in any respect, such provision shall be enforced to the maximum extent permitted by law, and that the remaining provisions of this Agreement shall continue in full force and effect.

8.4. Assignment

This Agreement shall be binding upon and inure to the benefit of Filio Force and Client and their respective successors and permitted assigns. Neither party shall assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

8.5. Subcontractors

Filio Force shall have the right to subcontract with others for the performance of the Services hereunder provided that no such subcontracting shall relieve Filio Force of any liability with respect to the performance of the Services hereunder.

8.6. Non-Solicitation

Each of the parties hereto covenants and agrees with the other that it will not at any time during the period commencing on the date hereof and ending on the date six months following the termination of this Agreement, directly or indirectly, in any manner whatsoever, approach, solicit, or hire any employee or consultant of the other or attempt to direct or encourage any such employee or consultant away from the other.

8.7. Independent Parties

Filio Force is providing services to Client as an independent contractor. At no time shall either party be deemed to be the agent, partner or joint venturer of the other party, and each party and its employees shall always remain independent of the other party.

8.8. Force Majeure

With the exception of non-payment by Client of any fees or charges due to Filio Force hereunder, each party shall be excused from performance under this Agreement for any period of time and to the extent that it is prevented from performing any of its obligations under this Agreement, in whole or in part, as a result of delays caused by the other party or by an act of God, natural disaster, power interruption, acts of the government of Canada or of any State or Province or governmental agency or official thereof, court order, third party non-performance, or other cause, events or circumstances beyond its reasonable control. Such non-performance will not be a default under this Agreement nor a ground for termination of this Agreement so long as the excused party makes reasonable efforts to remedy, if and to the extent reasonably possible, the cause for such non-performance.

8.9. Governing Law and Jurisdiction

This Agreement, and the rights and obligations of the parties, shall be governed by, subject to and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable thereto, without regard to conflict of laws provisions thereof. The parties hereby consent to the non-exclusive jurisdiction of the courts in the Province of Ontario.

8.10. Notice

All notices under this Agreement, including requests, demands, and other communications pursuant to this Agreement shall transmitted via email or fax.

Email: info@filioforce.ca