These Terms of Services ("Terms") govern services performed by Amiri Digital Inc. ("Amiri Digital", "we", "us"), including custom software development, cloud infrastructure, configuration, deployment and support ("Services"). By accepting a quote, proposal or statement of work ("SOW"), or by asking us to start work, you ("Client", "you") agree to these Terms.
If you and Amiri Digital have signed a separate written agreement covering the Services, including a contract awarded through a public procurement process, that agreement governs where it conflicts with these Terms. Where an SOW conflicts with these Terms, the SOW governs for that engagement. Purchases of third-party products are covered by our Terms of Product Sales.
1. Scope and changes
- Each engagement is described in an SOW or quote, which sets out the scope, deliverables, schedule and fees.
- Work outside that scope requires a written change request agreed by both parties, which may adjust fees and timelines.
2. Client responsibilities
You will provide timely decisions, accurate information, access to systems, accounts and personnel, and any third-party consents we reasonably need. We are not responsible for delays or extra cost caused by missing or late input, and may charge for reasonable additional time it causes. You are responsible for the security of your own systems and credentials and for keeping backups of your data.
3. Fees and payment
- Fees are as stated in the SOW, on a fixed-price, time-and-materials or retainer basis, in Canadian dollars, plus applicable taxes.
- We may require a deposit before work starts.
- Unless the SOW says otherwise, we invoice monthly or at milestones, and invoices are due within 30 days of the invoice date.
- Overdue amounts bear interest at 1.5% per month (18% per year), calculated and compounded monthly, or the maximum rate allowed by law if lower. We may pause work while any amount is overdue.
- Pre-approved, reasonable expenses (such as travel or third-party fees incurred for you) are billed at cost.
4. Acceptance
You have 10 business days after we deliver a deliverable to tell us in writing how it fails to meet the requirements in the SOW. We will correct material non-conformities and redeliver. If we don't receive a written notice within that period, or you use the deliverable in production, it is deemed accepted.
5. Intellectual property
- Your materials. You keep all rights in the data, content, trademarks and other materials you provide.
- Custom deliverables. On payment in full for an engagement, you own the custom code and materials we create specifically for you under that engagement and identify as deliverables in the SOW.
- Our materials. We keep all rights in our pre-existing tools, libraries, templates, know-how and anything we develop independently of your engagement ("Amiri Materials"). Where Amiri Materials are included in a deliverable, we grant you a non-exclusive, perpetual, royalty-free licence to use them as part of that deliverable for your business.
- Third-party and open-source components. Deliverables may include third-party or open-source software, which is licensed to you under its own licence terms.
- Until paid in full, you have a licence to use deliverables only for evaluation and testing.
6. Warranty
- We will perform the Services in a professional and workmanlike manner, consistent with generally accepted industry practice.
- For 30 days after acceptance, we will correct any deliverable that does not materially conform to the SOW, at no additional charge. If we cannot correct it within a reasonable time, we will refund the fees paid for the non-conforming portion. This is your only remedy for breach of this warranty.
- The warranty does not cover issues caused by changes made by anyone other than us, misuse, third-party software or services, or your hosting environment.
- To the extent permitted by law, we make no other warranties or conditions, express or implied. We do not guarantee that software will be error-free or uninterrupted.
7. Confidentiality
Each party will keep the other's confidential information confidential, use it only for the engagement, and share it only with personnel and advisors who need it and are bound by similar obligations. This does not apply to information that is public, already known, independently developed, received lawfully from a third party, or required to be disclosed by law, including freedom of information legislation that applies to public bodies. On request at the end of an engagement, each party will return or delete the other's confidential information, except copies kept in routine backups or required by law.
8. Personal information
Where we handle personal information on your behalf, we will use it only to perform the Services and on your instructions, protect it with reasonable security safeguards, and notify you promptly of any unauthorized access we become aware of. Our handling of personal information is also described in our Privacy Policy.
9. Limitation of liability
- Neither party is liable for indirect, incidental, special, consequential or punitive damages, including lost profits, revenue or data, or business interruption, however caused.
- Each party's total liability arising from an engagement is limited to the fees paid or payable under that engagement in the 12 months before the event giving rise to the claim.
- These limits do not apply to your obligation to pay fees, to breaches of confidentiality, or to liability that cannot be limited by law.
10. Term and termination
- Either party may terminate an SOW if the other materially breaches it and fails to fix the breach within 30 days of written notice (10 days for non-payment).
- Either party may terminate immediately if the other becomes insolvent or bankrupt.
- On termination, you will pay for Services performed and expenses incurred up to the termination date, and any non-cancellable commitments we made for you.
- Sections on payment, intellectual property, confidentiality, limitation of liability and governing law survive termination.
11. Non-solicitation
During an engagement and for 12 months after it ends, neither party will directly solicit for employment any employee or contractor of the other who worked on the engagement. General job postings are not solicitation.
12. General
- We are independent contractors. We may use subcontractors and remain responsible for their work.
- Neither party may assign an SOW without the other's written consent, except to a successor of its business.
- Neither party is liable for delays caused by events beyond its reasonable control.
- We may list you as a client only with your written consent.
- These Terms are governed by the laws of British Columbia and the federal laws of Canada that apply there. The courts of British Columbia have exclusive jurisdiction.
- If any part of these Terms is unenforceable, the rest remains in effect. A failure to enforce a term is not a waiver. Electronic signatures and email acceptance are binding.
- We may update these Terms. The version in effect when an SOW is signed applies to that SOW.