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TERMS & CONDITIONS

 

LAST UPDATE: SEP 23RD, 2022

Welcome to our website. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which, together with our Privacy Policy, govern PROCASY INC. relationship with you in relation to this website.

The term ‘PROCASY INC.’ the company, or ‘us’ or ‘we’ refers to the owner of the website whose registered office is 912 Bourne Cres. Oshawa, ON Canada, L1H 8X5. Our company BN is 77346 2890. The term ‘you’ refers to the user or viewer of our website.

The use of this website is subject to the following terms of use:

  • The content of the pages of this website is for your general information and use only. It is subject to change without notice.

  • Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

  • Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services, or information available through this website meet your specific requirements.

  • This website contains material that is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.

  • All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.

  • Unauthorized use of this website may give rise to a claim for damages and/or be a criminal offense.

  • From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).

  • You may not create a link to this website from another website or document without PROCASY INC. prior written consent.

  • Your use of this website and any dispute arising out of such use of the website is subject to the laws of Ontario, Canada.

 

 

Website Disclaimer

The information contained on this website is for general information purposes only. The information is provided by PROCASY INC. and while we endeavor to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website.

Through this website, you are able to link to other websites which are not under the control of PROCASY INC. We have no control over the nature, content, and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.

Every effort is made to keep the website up and running smoothly. However, PROCASY INC. takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.

 

1 Interpretation

1.1 “The Company” is PROCASY INC. “Client” is the person or organization, to which the Company supplies goods or services. “Contract” means the Contract between Company and Client, under which both are subject to “conditions”, meaning these terms and conditions.

 

2 Basis of the Contract

2.1 Subject to Clause 2.2 the Contract is subject to these conditions, to the exclusion of any others purported to be imposed by the Client in any way.

2.2 Conditions may be varied if both parties agree in writing. The conflict between a written agreement and this Contract shall be resolved in favor of the agreement.

2.3 Unless specified in a new agreement, the conditions of this Contract apply to any variation.

 

3 Quotes and Variations

3.1 Quotes and schedules issued by the Company are valid for 1 month after issue, subsequently, they may be amended or withdrawn.

3.2 Errors in literature, proposals, quotation, price list, or invoices of the Company are subject to correction without liability on the part of the Company.

3.3 The Client is responsible for ensuring the accuracy of the terms of any order.

3.4 The Company will endeavor to complete work at agreed dates, but the time of completion shall not be the essence of the Contract.

 

4 Price

4. 1 Unless specified in the Contract, the Client will be liable to the Company for:

4.1.1 Accommodation, communications, delivery, subsistence, and out-of-pocket expenses incurred in fulfilling the Contract. Mileage at 40p/mile to/from the Company’s office, or other relevant sites, rail, and air travel at business class rates unless otherwise stated.

4.1.2 Time spent in pursuance of the Contract including, but not limited to meetings, travel, and professional attendance. The Company’s standard rate is $122 per person, per hour, or part thereof. The Company’s standard meeting or attendance allowance is 2 hours, after which charges may be made at the standard rate.

4.1.3 Items obtained from external suppliers may be subject to a management fee unless otherwise stated.

4.1.4 Costs incurred by the Company in performing the Contract, beyond the reasonable foresight or control or of the Company in its estimate. Such costs will be charged on terms no less advantageous to the Company than in this Contract. The Company may refuse to agree to any requested variation without any liability.

4.1.5 TAX, Import Duties, or other taxation levied on the Company in pursuance of the Contract.

 

5 Deliverables

5.1 Unless specified in a Contract, the Client will receive one copy of each deliverable.

5.2 The Client shall provide the Company with a free specimen or photographs of the results of completed work or photographs if available.

5.3 Work in uncompleted form may not be used or published as finished work without the prior written consent of the Company.

5.4 No modifications to work relating to the Contract may be made during its course without the prior written agreement of the Company.

5.5 The Company asserts its right to be identified as the author of work resulting from the contract including in any publication, subject to approval by the Company.

5.6 When creating websites we support the latest versions of Internet Explorer (IE), Chrome, Firefox and Opera on both Windows and Mac platforms. We also support the latest version of Safari on Mac and do our best to ensure that the website is accessible using the latest version of Safari on iOS.

5.7 By default we don’t support IE6-8 as it has a declining user base and doesn’t support many of the new features that our sites incorporate.

 

6 Acceptance of Work

6.1 The Client acknowledges that the Company’s work and charges for any part of a Contract are satisfactory on written or verbal acceptance or:

6.1.1 On the Client’s instruction to proceed to a different, or subsequent stage in the Contract, or a new Contract based on the original Contract’s results.

6.1.2 On payment, part payment, or notification of the intent to pay for invoices relating to the Contract.

6.1.3 In the event of no complaint within the credit terms agreed in the Contract.

 

7 Payment, Credit Terms & Refunds

7.1 The Company will commence work on receipt of an invoice for 50% of each Contract stage and issue another invoice for 50% before delivery, for payment on return, unless otherwise stated on the invoice, subject to variations as outlined at 4.1.

7.2 The Company will issue invoices for additional costs and expenses at the conclusion of each stage, or at the end of the month in which the cost was incurred.

7.3 Invoices must be settled in full on invoice date unless otherwise stated on the invoice. Time of payment is of the essence of the Contract.

7.4 The Company reserves the right if any invoice remains unpaid (whether wholly or in part) for over 14 days from its date of issue to:

7.4.1 Give immediate notice to the Client that works on the project will cease until outstanding payments are made;

7.5 If the Company is unable to complete work by an agreed date due to any factors outside its control, the Company may invoice for work completed at that date.

7.6 If a Client has any outstanding invoices after sixty days, the Company will pass the debt to a 3rd party for chasing.

7.7 No work will be carried out by the Company if a Client has any outstanding invoices that are sixty days overdue until the outstanding invoices are paid.

7.8 A 50% non-refundable deposit is required before we begin on a project.  We do not issue refunds for fees paid in advance. Once a payment or deposit is made, it is non-refundable. All Setup fees are nonrefundable as it is applied to costs immediately incurred in initiating services. If a project is canceled or postponed, all monies paid are retained by PROCASY INC. and if applicable, a fee for all work completed beyond what was already paid for shall be paid by the client.

7.9 The remaining balance will be invoiced upon completion of the job

7.10 Additional charges will be discussed and agreed upon before the final invoice is sent (more on this topic below)

7.11 Additional charges (for graphics) will be applied if any pictures or illustrations are needed through stock sites such as iStock or Dreamstime. (We will not purchase any images until we have client approval)

7.12 Original image files will not be emailed until the full balance has been paid

7.13 Additional charges (for site builds) will be applied if the client needs additional work that is outside of the original quote or package specifications.

7.14 Client has 10 days to make their final payment or a 2.5% late fee will be applied for every month that the client is late after that time

 

8 Termination

8.1 This Contract may be terminated upon either party giving notice to the other party if that party breaches any term of the Contract, or:

8.1.2 Is made bankrupt; enters into any arrangement or composition with creditors, enters comparable insolvency procedure in any jurisdiction, is petitioned for winding up or for an administration order to be made against it, has a receiver, manager, or administrative receiver appointed over, all or any part of its assets.

8.1.3 Gives written notice that in their opinion the Contract is not achievable by the agreed program, subject to independent arbitration if parties disagree.

8.2 If a Contract is to be carried out by the Company in stages when a delay of more than one month occurs during a stage, or between any two stages occasioned by instruction or act or omission of the Client, the Company may withdraw from the Contract and be entitled to payment of amounts set out in Clause 11.3.

8.3 On termination of the Contract (whether under this clause or otherwise) the Client will pay the Company for all work carried out in pursuance of the Contract and:

8.3.1 The Client indemnifies the Company for the Company’s liability under contracts entered into to perform any obligations under the Contract for which the Company remains liable notwithstanding termination of this Contract.

8.4 Termination of this Contract for any reason shall not affect the parties’ accrued rights and liabilities arising under the Contract prior to termination.

8.5 The Company reserve the right, as part of its credit control procedures, to withdraw all of its services until any outstanding debt is paid in full.

8.6 The Company may terminate without liability to the Client part or all of their services immediately and at any time if they believe the Client has supplied them with false, misleading, inaccurate, or incomplete information.

8.7. If the Client is on a hosting and/or maintenance package with the Company, then they will need to provide at least 90 days advance notice of termination and pay for the remainder of the current year.

8.8 If a Client’s website needs to be transferred from the Company’s servers to another party, any invoices that may be an outstanding need to be paid in full before a transfer can be made.

8.9 Projects that are canceled at least 30 days prior to the start date may be rescheduled at the end of our queue. Cancellations made less than 30 days from the project start date result in the full loss of deposit and may be rescheduled only with payment of another deposit.

 

9 Confidential Information

9.1 The Company, its agents, and employees will keep confidential Client disclosures in the course of setting up or working on the Contract. From this is excluded information that is or becomes in the public domain, is received by the Company in good faith from a third party, or is in the Company’s possession already.

9.2 Any matter submitted by the Company to the Client before the Contract is agreed is confidential and must not be shown, copied, or used for any purpose.

9.3 The Company retains ownership of all materials and works in any form, including intellectual property rights until invoices relating to the Contract stage and additional costs and expenses are paid in full. No information relating to the Contract or its results may be disclosed without the Company’s written permission if any invoices for the Contract are unpaid after their due date.

9.4 On payment of invoice, the Client may request assignment of relevant intellectual property rights arising from the Contract’s deliverables, at the cost of the Client.

9.5 Work completed during a project in any form is the property of the Company unless referred to as deliverables in a quotation.

9.6 During the course of the Contract, neither Company nor the Client may use the name of the other for publicity purposes without the written consent of the other. The Company may use commissioned work for promotion if the Contract’s results have been promoted openly or with permission from the Client.

 

10 Refunds

10.1 Due to the custom nature of our work, PROCASY INC. does not issue refunds for any reason. Please note our cancellation policy (above) for information about canceling your project.

 

11 The Company’s Liability

11.1 Statements of Company staff or others engaged by the Company shall not be binding on the Company until confirmed by it in writing.

11.2 The Client agrees that claims in relation to the Contract or anything connected to it would be against the Company, not against any person/s.

11.3 The Company will use every endeavor to achieve the Contract objectives, but offers no warranty, express or implied that project conclusions will be a complete or partial solution to the problem, or that recommendations will be acceptable to the Client.

11.4 It is the responsibility of the Client to ensure that the correct issue of any data is maintained by the Client and any subcontractors or customers.

11.5 The Company recommends that Clients seek professional advice relating to existing or claimed intellectual property rights. The Client indemnifies the Company against liability, loss, costs, expenses, claims or proceedings relating to intellectual property claims or rights arising from the Contracts results.

11.6 It is the Client’s responsibility to ensure that any outcomes of the Contract are reasonably fit for purpose. The Company recommends that accurate prototypes are made and thoroughly tested. Production of parts from a master prototype may incur damage to it and additional charges to the Client. Items supplied by the Client to the Company shall at all times be at the risk of the Client and the Company shall not be liable in respect of any loss or damage arising from such items.

11.7 Unless specified in a Contract, measurements undertaken by the Company and reported to the Client may not use calibrated equipment.

11.8 Should a Client require completion in advance of an agreed schedule, the Company cannot accept liability for any subsequent modifications.

11.9 The Company shall not be liable to the Client under common law, or under the terms of the Contract for damage to reputation or goodwill, loss of future business, damages, costs or expenses payable by the Client to third parties, or any loss whatsoever in connection with the Contract.

11.10 If any liability attaches to the Company, the amount recoverable by the Client shall not exceed amounts paid by the Client for completed Contract stages.

11.11. In the case of Website Hosting, PROCASY INC. does not take responsibility for any costs incurred when a website is down due to annual security updates and maintenance. Furthermore, if a website experiences a level of web traffic that’s above and beyond what is forecasted PROCASY INC. does not take responsibility and liability for costs incurred due to any downtime.

11.12 We do not guarantee a completion date for any project. Most blog/web design projects can be completed in 3-4 weeks. This usually depends on the speed of the client’s feedback and the number of revisions required. If you have a project deadline, please let us know.

11.13 We work with an average of 40 clients at a time and though we are able to work on several client projects at once – we do keep clients in order of first come – first serve. If you are in a hurry and need something done within a week, we offer a special “Rush” pricing – you can contact the team for further details.

 

12 General

12.1 Failure or neglect by the Company to enforce any of the Conditions shall not be a waiver of the Company’s rights under the Contract.

12.2 If any provision of these Conditions is held by competent authority to be unlawful, invalid, or unenforceable, the other provisions and the remainder of the provision in question shall not be affected and shall be valid and enforceable to the fullest extent permitted by law.

12.3 The Client may not transfer, assign or sub-contract obligations under the Contract without the Company’s prior written consent. The laws of England and Wales govern the construction, validity, and performance of the Contract. The Client and the Company submit to the jurisdiction of the courts of England and Wales.

 

13 Payment Terms

13.1 As stated at each stage, or per the accompanying terms and conditions.

 

14 Payment Method

14.1 Online payment through our invoicing system or similar electronic credit. Cheques made payable to PROCASY INC.

14.2 Please note that no work will commence until payment has cleared, as per the terms and conditions.

 

15 Proofs

15.1 Proofs of all work may be submitted for the Client’s approval and the Company shall incur no liability for any errors not corrected by the Client in proofs so submitted. Additional charges shall be made for any additional proofs that are required as a result of alterations required by the Client. When style, type or layout is left to Company’s discretion, any subsequent changes to such style, type or layout required by the Client shall be subject to additional charges on a time and materials basis.

 

16 Copy

16.1 Where any additional work of whatever nature is necessary as a result of copy supplied by a Client not being clear and/or legible, the Company may be entitled to make additional charges on a time and materials basis to cover such additional work.

 

17 Company Imprint

17.1 Unless otherwise specifically requested in writing, any work may carry the Company’s imprint which will be positioned at the Company’s discretion.

 

18 Full-Colour Printing

18.1 All reasonable efforts shall be made to obtain the best possible color reproduction on the Client’s work, but variation is inherent in the print process. It is understood and accepted as reasonable that, the Company shall not be required to guarantee an exact match in color or texture between the Client’s photograph, transparency, proof, electronic graphic file, previously printed matter (whether printed by the Company or any other party) or any other materials supplied by the Client and the printed article the subject of the Client’s order.

 

19 Claims

19.1 Advice of damage, delay, or partial loss of goods in transit or of non-delivery must be given in writing to the Company and the carrier within three clear days of delivery (or, in the case of non-delivery within 28 days of despatch of the goods) and any claim in respect thereof must be made in writing to the Company and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 42 days of despatch). All other claims must be made in writing to the Company within 28 days of delivery. The Company shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the Client proves that (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as reasonably possible.

 

20 Our Professional Standards

20.1 Where the individuals to be involved with the Client are identified in our initial meeting or call, the Company shall use reasonable endeavors to ensure that they are involved. The Company may, however, substitute them for others with similar skills but will ensure that the Client is kept fully aware of any such changes.

20.2 Should the Company acquire confidential information from the Client concerning their business or affairs, the Company will not disclose this information to any party outside of our Company without the Client’s prior consent.

 

21 Your Records

21.1 When the Company’s services are complete the Company will return to the Client any original documents and records obtained or made available to use which belong to the Client unless they specifically instruct the Company otherwise. The Company will hold all records for a period no longer than seven years unless they deem them to be of continuing importance.

21.2 Unless the Company is providing software, the Client will be responsible for maintaining backups and implementing all other IT procedures to maintain the security and validity of their data, including any data used or processed by the Company.

 

22 Your Obligations

22.1 Whatever the Company’s duties and responsibilities in relation to the services they provide, the Client will in all cases retain the responsibility for:

22.1.1 Deciding on the use of, and the extent to which they will implement or follow, advice is given by the Company; and,

22.1.2 Achieving any benefits related to the Company’s services that require implementation or other action by the Client.

22.2 The Company acknowledges responsibility to coordinate and cooperate with the Client with regard to the health and safety of its employees. While on the Client’s business premises you agree to provide the Company’s employees with the protection due to them under the above legislation.

 

23 Use of Our Advice

23.1 The Company may give the Client advice or present a report to them orally, in written form, or electronically. The Client may not rely on any oral advice or report unless the advice is confirmed in writing.

 

24 Data Protection

24.1 The Company confirm that when processing data on the Client’s behalf they will comply with the Canadian Data Protection and any other relevant legislation.

24.2 The Company will only use the Client’s personal data (including names, addresses, and any personal details) to provide the Company’s services to the Client, which may include sending them mailshots, technical and other updates, and seminar invitations, and for other related purposes. The Company may also send the Client marketing and promotional material either by post, telephone, or e-mail in relation to services, which the Company believes may be of interest to you.

 

25 Electronic Communication

25.1 The electronic transmission of information cannot be guaranteed to be secure or free of viruses or error and such information could therefore be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or otherwise became adversely affected or unsafe. The Company uses commercially reasonable procedures to check its systems for the current most commonly known viruses. The Client, however, is responsible for protecting its own systems and interests in relation to electronic communications and viruses.

 

26 GDPR

26.1 When the Company is sent data directly to them, or it’s inputted into software, such as with email marketing, the Company will use this information and trust that the Client has done all necessary checks on their end. The Client understands that they are fully responsible for the data that they provide to the Company and that it complies with GDPR. This is not the responsibility of the Company to check or monitor.

 

27 Complaints

27.1 If at any time the Client would like to discuss with the Company how their service could be improved or if they are dissatisfied with the service they are receiving please let the Company know by contacting the director responsible for their affairs. The Company will look into any complaint carefully and promptly and do all it reasonably can to resolve the position.

 

28 Payment Schedule

28.1 Unless otherwise agreed in writing, the below payment terms will be followed:

28.2 Branding & Rollout

  • 50% Upfront Payment – Due 1 day from invoice date

  • 50% On Completion – Due 7 days from invoice date

  • Additional work to be invoiced in full separately and due 7 days from the invoice date

 

28.3 Web Design & eCommerce

  • 50% Upfront Payment – Due 1 day from invoice date

  • 25% On Design Sign Off – Due 7 days from invoice date

  • 25% On Completion – Due 7 days from invoice date

  • Additional work to be invoiced in full separately and due 7 days from the invoice date

 

28.4 Illustrations
50% Upfront Payment – Due 1 day from invoice date
50% On Completion – Due 7 days from invoice date
Additional work to be invoiced in full separately and due 7 days from the invoice date

 

28.5 Ongoing Support Services (Retainers, Hosting, Maintenance, etc.)
monthly payments will be scheduled

 

29 Client Agreement

29.1 By making the initial payment you are agreeing to the above terms.

 

30 Variations to Terms and Conditions

30.1 These terms and conditions may be amended from time to time. The latest version of these terms and conditions may be accessed via the Website.