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Terms & Conditions

Meticulosity Enterprises Inc.

Below are our Terms and Conditions for all contracts and agreements:

Physical and Mailing Address:

71 West 2nd Ave
Suite 327
Vancouver, BC V5Y 0J7
Canada

 

AGREEMENT:

IN CONSIDERATION of the background and the promises, conditions, covenants, and warranties herein contained, the Parties agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In addition to any terms defined in the Order (defined below) and elsewhere in these Terms, the following capitalized words shall have the meanings set forth below:

      1. "Affiliate" means with respect to either Party, any Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with that Party.  For the purposes of this definition, “control” shall mean the direct or indirect beneficial ownership of fifty (50%) percent or more of voting securities or interest in an entity.
      2. “Applicable Privacy Legislation” means applicable privacy or personal information protection legislation, including any regulations thereto, including without limitation, the Personal Information Protection Act (British Columbia) and where applicable, the Personal Information Protection and Electronic Documents Act (Canada).
      3. “Business Day” means a day of the year on which banks are not required or authorized by law to close in Vancouver, British Columbia.
      4. “Claims” means any and all manner of claims, demands, actions, suits, proceedings, including without limitation, all rights with respect to any and all Losses.
      5. “Confidential Information” means:
        1. disclosed by the Disclosing Party or on its behalf, directly or indirectly, through any means of communication or personal inspection, to the Receiving Party, or
        2. in any way otherwise accessed, directly or indirectly, by the Receiving Party;
        1. these Terms, an Order, and the terms and contents of any related or resulting discussions, negotiations, or agreements between the Parties (including their existence);
        2. the Documentation; 
        3. with respect to each Disclosing Party, any knowledge or information, regardless of form, that is proprietary to or maintained in confidence by the Disclosing Party, including any knowledge or information relating to discoveries, ideas, concepts, know-how, patents, patent applications, provisional patents, methods, scalability, improvements, technology, research, plans, techniques, procedures, processes, specifications, systems, equipment, diagrams, flow charts, technical data, computer programs, source code, algorithms, interfaces, interactive elements, functionality, treatments, scripts, outlines, designs, drawings, models, engineering, manufacturing, analyses, studies, working papers, practices and relationships with third Parties, trade secrets, research and development, strategies, opportunities, business plans, marketing plans, future projects or products, projects or products under consideration, product release schedules, sales forecasts, sales histories, market projections, finances, capital and operating cost estimates, costs, prices, budgets, suppliers, vendors, licensors, licensees, customers, employees, and any other matter relating to the operations, business, financial affairs, products, services, projects, technologies, facilities, creations or intellectual properties of the Disclosing Party that is: 
        4. anything (whether tangible or intangible) which is labeled “Confidential” or is identified at the time of such disclosure or access as being confidential; and
        5. any knowledge or information described above which the Disclosing Party obtains from a third Party and which the Disclosing Party treats as proprietary or confidential information, whether communicated in written form, orally, visually, demonstratively, technically or by any other electronic form or other media, or committed to memory, and whether or not designated, marked, labeled or identified as confidential or proprietary. Confidential Information does not include Excluded Information.
      6. “Consulting Services” means those services provided by Meticulosity to Customer.
      7. “Consulting Fee” has the meaning ascribed to that term the Order.
      8. “Customer” has the meaning ascribed to that term in the Order.
      9. “Disclosing Party” means the Party providing Confidential Information under an Order.
      10. “Effective Date” means the date of the Customer’s execution of the Order, as set out thereon.
      11. “Excluded Information” means information which the Receiving Party can demonstrate, by written records and in reasonable detail, is information which:
        1. was available to or known by the public before the Effective Date of Customer’s Order;
        2. became available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its Personnel, provided that the source is not, to the knowledge of the Receiving Party after due inquiry, bound by any confidentiality obligation to the Disclosing Party or otherwise prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation; or
        3. is or becomes available to or known by the public other than as a result of disclosure by the Receiving Party or any of its Personnel.
      12. "Feedback" means Customer's recommendations, enhancement requests, suggestions, or other feedback on the features or functionality of the Software.
      13. “Fees” has the meaning ascribed to that term in s. 5 of the Order.
      14. "Force Majeure Event" means any act, occurrence, condition, or event beyond the control of a Party that materially affects the performance of that Party’s obligations under an Order that could not reasonably have been foreseen or provided against (including but not limited to strikes, riots, insurrections, wars, acts of terrorism, military or national emergencies, acts of Governmental Authority, natural disasters, power outages and interruptions, brownouts, internet service provider failure or delay, cyber-attacks and fire), but does not include lack of finances or inability to perform because of a Party's financial condition.
      15. “Harmful Code” means any: (a) virus, Trojan horse, worm, backdoor, or other software or hardware device the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm, any computer, systems, or software; or (b) time bomb, drop dead device, or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of any person, or otherwise deprive Meticulosity or any Customer of its lawful right to exploit the Software.
      16. “Meticulosity” has the meaning ascribed to that term in the Order.
      17. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, design rights, trade secret, trademark, moral rights, and other similar rights, whether registered or unregistered.
      18. “Losses” means any and all manner of losses, damages, fines, penalties, costs, and expenses (including legal fees on a solicitor and own client basis), known or unknown, foreseeable or not foreseeable, liquidated or unliquidated.
      19. “Order” means a separate document completed for each Customer, specifying the Subscription, Support, and Consulting Services to be sold or made available to the Customer, the price Customer shall pay Meticulosity for the Subscription, Support, and Consulting Services, and incorporating these Terms and signed by the authorized representatives of the Parties whereby Customer accepts the Order and agrees to be bound by these Terms.
      20. “Party” means Meticulosity or Customer as the context may require.
      21. “Parties” means, collectively, Meticulosity and Customer.
      22. “Person” means an individual, partnership, a limited liability partnership, limited partnership (including a limited liability limited partnership), limited liability company, joint venture, trust, business trust, cooperative, or association, or a corporation, as the case may be.
      23. “Personnel” means with respect to a Party, such Party’s or its Affiliates’ directors, officers, employees, contractors, sub-contractors (of any tier), suppliers, agents, representatives, invitees, professional legal advisors, and any other individuals, entities or organizations directed by such Party in the performance of its obligations hereunder.
      24. “Personal Information” means personal information about an identifiable individual.
      25. “Receiving Party” means the Party to whom Confidential Information is provided by a Disclosing Party.
      26. “Support” means advisory technical support and services described in Schedule A and provided virtually by proxy, by telephone, or by electronic mail for the Software to educate and assist the Customer in its proficiency and use of the Software and to remedy defects in the Software. 
      27. “Terms” means these Terms and Conditions.

1.2 Interpretation.

The interpretation of an Order shall be governed by the following rules:

      1. headings contained in these Terms and an Order are for convenience and reference only and are not to be considered in the interpretation of, or affect the meaning of, any of the provisions of the foregoing;
      2. all dollar figures shall mean United States Dollars, unless otherwise specifically referenced;
      3. words importing the singular, include the plural, and vice versa;
      4. words importing the masculine gender, include the feminine and neuter, and vice versa;
      5. “Article,” "Section,” or “Schedule” refers to the specified article, section, or schedule of these Terms or Customer’s Order (as applicable), unless expressly noted otherwise;
      6. where a reference is made to a “day,” “week,” “month,” or “year,” the reference is to the calendar period;
      7. the word “include” or “including,” when following a general term or statement, is not to be construed as limiting the term or statement to the specific items or matters stated or to similar items or matters, but rather as referring to all items or matters that could reasonably fall within the broadest possible scope of the term or statement;
      8. in the calculation of time, the first day shall be excluded and the last day shall be included;
      9. The language in these Terms and Customer’s Order shall be in all cases construed simply according to its fair meaning and not strictly for or against either Party.  Any rule of construction that any ambiguities are to be resolved against the drafting party to these Terms and Customer’s Order shall not be employed in the interpretation of these Terms or Customer’s Order.
1.3 Incorporation of Schedules. 

The following Schedules, annexed to the main body of these Terms, are incorporated into these Terms and are deemed to be a part of these Terms and any references to these Terms shall mean these Terms including the Schedules:

Schedule “A” The Consulting Services

In the event of a conflict or inconsistency between the terms of the Schedules and the terms of the main body of these Terms, the terms of the main body of these Terms shall prevail.

1.4 Order of Precedence.

In the event of a conflict or inconsistency between the Terms and the Order, the order of precedence of documents, from highest to lowest, shall be:

      1. the Order; and,
      2. these Terms & Conditions. 

2. CONTROLLING NATURE OF THE ORDER CONFIRMATION

2.1 Order

Each Order shall be deemed to be subject to these Terms and have incorporated these Terms by reference for all purposes.

2.2 No Obligation.

These Terms neither obligate Meticulosity to accept an Order nor a customer to request an Order from Meticulosity. 

2.3 Non-exclusivity.

Customer acknowledges that the rights granted to it under an Order are non-exclusive and that nothing in an Order or these Terms will be interpreted or construed to prohibit or in any way restrict Meticulosity's right to sell or otherwise make available the Consulting Services to any third party.

3. PROPRIETARY RIGHTS AND LICENSES

3.1 Feedback.

Notwithstanding the terms of Article 5 (Confidentiality), Customer hereby grants Meticulosity a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully transferable, fully sub-licensable, unlimited right and license to exploit all Feedback.

4. CONFIDENTIALITY

4.1 Use Restrictions

The Receiving Party will keep, and will cause its Personnel to keep, all Confidential Information confidential, and agrees to use the Confidential Information only in the performance of its obligations and exercise of its rights under an Order. 

4.2 Disclosure Restrictions

The Receiving Party will limit the disclosure of the Confidential Information to those of its Personnel who have a need to know the Confidential Information in order for Receiving Party to perform its obligations and exercise its rights under an Order, who are informed by the Receiving Party of the confidential nature of the Confidential Information, and who agree to hold such information in confidence on terms no less stringent than these Terms, to act in accordance with and be bound by the terms and conditions of these Terms. 

4.3 Legally Compelled Disclosure

Recipient may also disclose the Confidential Information of the Discloser if required by any governmental request, order or law, provided that the Recipient discloses only that portion of the Confidential Information legally required to be disclosed and agrees to provide the Discloser with prompt notice of such request so that Discloser may contest the requirement, seek an appropriate protective order and/or waive Recipient’s compliance with the provisions of these Terms. 

4.4 Protection of Confidential Information

The Receiving Party will take appropriate measures, greater than or equivalent to the measures taken to protect its own confidential information of similar nature and in any event not less than a reasonable degree of care, to protect the Confidential Information from disclosure to any Person other than as permitted by these Terms.

5. PRIVACY OF PERSONAL INFORMATION

5.1 Privacy.

Except where otherwise permitted or required by Applicable Privacy Legislation, Meticulosity shall only collect, use, retain, and disclose Personal Information received by Meticulosity from Customer or handled or processed by Meticulosity for Customer for the purposes specified in an Order.  Meticulosity shall collect, use, retain, and disclose Personal Information in accordance with reasonable instructions provided by Customer to Meticulosity from time to time. Meticulosity shall comply with Applicable Privacy Legislation, including allowing individuals to access their Personal Information in accordance with Applicable Privacy Legislation.  Except where permitted or required by Applicable Privacy Legislation, Meticulosity shall only retain Personal Information so long as is necessary for the purposes specified in an Order.

Meticulosity shall ensure that all Personal Information is subject to security measures appropriate to safeguard against unauthorized or unlawful processing, accidental loss or destruction of, or damage to, such Personal Information.  Meticulosity shall promptly notify Customer regarding any accidental or unauthorized access or disclosure of Personal Information or of any breach of this provision under an Order. If at any time Meticulosity is unable to comply with all or any part of this provision, then Meticulosity shall immediately inform Customer of the same and Customer shall have the right to immediately suspend transfers of Personal Information to Meticulosity, suspend all collection, use, and disclosure of Personal Information by Meticulosity, demand return of Personal Information collected under an Order or terminate an Order.

Upon request of Customer or the termination or expiry of the Order, Meticulosity shall cease to use and disclose Personal Information, destroy or return to Customer all of the Personal Information and any copies thereof, delete and render unusable all Personal Information stored on any hard disk or other form of storage.

If you have any questions, comments, or concerns after reading this, please email us at: privacy@meticulosity.com.

6. NO WARRANTY

6.1 No Warranties.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, CONSULTING SERVICES ARE MADE AVAILABLE ON AN "AS-IS," "AS AVAILABLE" AND “WHERE AS” BASIS. METICULOSITY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, SECURITY, ACCURACY, SUITABILITY, QUALITY, FREEDOM FROM HARMFUL CODE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.  METICULOSITY DOES NOT WARRANT THAT THE SOFTWARE OR UPDATES ARE SUITABLE FOR OR WILL MEET YOUR REQUIREMENTS, ARE FREE OF DEFECTS OR HARMFUL CODE, THAT THE OPERATION OF THE SOFTWARE OR UPDATES WILL BE FREE FROM INTERRUPTION; OR ERROR-FREE.

SOME JURISDICTIONS MAY NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES AND THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU TO THE EXTENT DISCLAIMED.

7. LIMITATION OF LIABILITY

7.1 Limitation of Liability

METICULOSITY IS NOT RESPONSIBLE FOR CUSTOMER’S USE OF CONSULTING SERVICES AND CUSTOMER ACCEPTS THAT ITS ACCESS TO AND USE OF THE SOFTWARE, UPDATES, SUPPORT, AND CONSULTING SERVICES SHALL BE AT CUSTOMER’S SOLE RISK AND EXPENSE.  THE FEES TO BE PAID TO METICULOSITY HEREUNDER DO NOT INCLUDE ANY ASSUMPTION OF RISK AND THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGES. CUSTOMER FURTHER ACKNOWLEDGES THAT (A) THE FEES CONTEMPLATED UNDER THE ORDER ARE BASED UPON THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY SPECIFIED HEREIN AND (B) SUCH FEES WOULD BE SUBSTANTIALLY HIGHER IF ANY OF THESE PROVISIONS WERE UNENFORCEABLE.

7.2 Exclusion of Liability - Losses of any kind.

METICULOSITY AND ITS PERSONNEL SHALL NOT BE LIABLE FOR ANY LOSSES OF ANY KIND WHATSOEVER REGARDLESS OF THE THEORY OF LIABILITY (WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, EQUITY, OR UNDER ANY OTHER LEGAL THEORY) INCLUDING WITHOUT LIMITATION, FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, ARISING IN CONNECTION WITH CUSTOMER’S ACCESS TO AND USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE, UPDATES, SUPPORT AND CONSULTING SERVICES EVEN IF METICULOSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

7.3 Aggregate Limitation of Liability.

IF METICULOSITY IS FOUND LEGALLY RESPONSIBLE TO CUSTOMER FOR ANY CLAIMS BROUGHT AGAINST OR LOSSES CUSTOMER MAY HAVE SUFFERED ARISING FROM OR IN CONNECTION WITH CUSTOMER’S ACCESS TO AND USE OF, OR INABILITY TO ACCESS OR USE THE SOFTWARE, UPDATES, SUPPORT AND CONSULTING SERVICES THEN METICULOSITY'S LIABILITY TO CUSTOMER SHALL BE NO MORE THAN FIFTY DOLLARS ($50.00) AND CUSTOMER HEREBY WAIVES ALL CLAIMS AGAINST AND RELEASES METICULOSITY FOR ALL LOSSES IN EXCESS THEREOF.

THIS LIMITATION UPON CLAIMS AND LOSSES SHALL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF CUSTOMER’S ORDER HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

8. INDEMNITY

8.1 General Indemnification.

Customer shall indemnify and hold harmless Meticulosity and its Personnel (collectively, the “Indemnitees”) from and against any and all inter-party and third party Claims made against any of the Indemnitees and all Losses suffered, sustained, or incurred by any Indemnitee, in either case, as a result of any matter or thing arising from or connected with Customer’s breach of an Order and Customer’s use of our Consulting Services.

9. REPRESENTATIONS AND WARRANTIES OF CUSTOMER

9.1 Warranty

Customer hereby represents, warrants, and covenants that it has the full right, power, and authority to enter into an Order.

10. TERM AND TERMINATION

10.1 Term. 

An Order is effective on the Effective Date specified in the Order and shall continue until termination in accordance with these Terms.

10.2 Termination by Customer.

For customers with a fixed price/project proposal, customer may terminate its Order and Customer’s rights under it, at any time and for any reason on 30 days prior written notice to Meticulosity. Customers on a retainer may terminate its Order and Customer’s rights under it, at any time and for any reason on 90 days prior written notice to Meticulosity. Customer may still be liable for payment as specified in the Order. 

10.3 Termination by Meticulosity.

Meticulosity may terminate any Order and the Customer’s rights under it, upon seven (7) days prior written notice.

10.4 Effect of Termination.

  1. Neither termination nor expiration of an Order shall relieve Customer of liabilities previously accrued hereunder or any liability, obligation, or agreement which is to survive or be performed after such termination or expiration. The Parties shall co-operate in good faith after the termination or expiration of an Order to fulfill any such liabilities, obligations, or agreements. 
  2. All intellectual property rights, including but not limited to digital assets, data, and website code, associated with the services provided by Meticulosity shall remain the exclusive property of Meticulosity until full payment of all invoices and obligations related to the services rendered by the Order is received from the customer. Upon receipt of full payment, Meticulosity shall transfer all intellectual property, including all assets, data, and code rights to Customer.

10.5 Surviving Provisions.

Articles 2, 4, 5, 6, 7, 8, and 9 and Sections 11.4, 12.1, 12.2, 12.3, 12.4, 12.6, 12.7, 12.8 and this Section 11.5 of these Terms and Articles 1 and Sections 6.d, 6.e, 6.f, 6.g, and 6.h of the Order together with any provisions necessary for the interpretation and construction of an Order shall survive and continue notwithstanding any expiry or termination of the Order.

11. GENERAL PROVISIONS

11.1 Successors/Assigns

Neither Party may assign an Order without the prior written consent of the other Party, which consent may be arbitrarily withheld.  Notwithstanding the foregoing, either Party may assign an Order to any of its Affiliates or to any third party which amalgamates or merges with that Party or which acquires all or substantially all of the assets of that Party, conditional upon the successor covenanting and agreeing to be bound to the other Party by the provisions of the Order.

Subject to the foregoing, an Order shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

11.2 Entire Agreement and Amendment

An Order sets forth the entire understanding and agreement of the Parties and supersedes any and all oral or written agreements or understandings between the Parties as to the subject matter thereof, and may not be modified or amended except by written agreement executed by the Parties.

11.3 Severability

In any provision of an Order is declared by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Order shall continue in full force and effect.

11.4 Waiver

Any consent by a Party to, or waiver of a breach by the other, whether express or implied, shall not constitute a consent to or waiver of or excuse for any other different or subsequent breach unless such waiver or consent is in writing and signed by the Party claimed to have waived or consented. Except as otherwise provided herein, no term or provision hereof shall be deemed waived and no breach excused.

11.5 Force Majeure.

If performance of an Order, or any obligation thereunder (other than the making of payments), is prevented, restricted or interfered with by any Force Majeure Event, the Party so affected, upon giving prompt notice to the other Party, may delay such performance to the extent of such prevention, restriction or interference.

11.6 Governing Law

The interpretation of any Order, all disputes arising thereunder, and Meticulosity’s and Customer's legal relationship with Meticulosity shall be governed by and construed in accordance with the laws of the Province of British Columbia, together with the federal laws of Canada applicable therein, without regard to its conflicts of laws principles. The application of the 1980 United Nations Convention on Contracts for the Sale of Goods is expressly excluded.

11.7 Forum Selection.

Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party that arises from or relates to an Order, regardless of legal theory (whether by contract, equity, tort, fraud,  under statute or other) in any forum other than the courts of British Columbia and any appellate court thereof. Each Party irrevocably and unconditionally accepts and submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the courts of British Columbia.  Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by action on the judgment or in any other manner provided by law.

Customer waives any objection based on venue or forum non conveniens with respect to any Claim arising under an Order or in any way connected to or related to or incidental to the dealings of Customer and Meticulosity in respect of an Order or any related transactions, in each case whether now existing or hereafter arising and whether in contract, tort, equity or otherwise.

11.8 Notice

Any notices required or permitted hereunder will be given to the appropriate party at the address specified on the signature page attached to the Order or at such other addresses as the party will specify in writing. Such notice will be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, three days after the date of mailing, or upon delivery if sent by a reputable courier, with confirmation of receipt. The parties also agree that notices may be given by email to the authorized representative of each such party and that a notice given by email is not deemed received unless (if receipt is disputed) the party giving notice produces a printed copy of the email which evidences that the email was sent to the email address of the party given notice. The authorized representatives of each party, and their respective email addresses, are specified below in the signature pages to this Agreement. Either party may change its authorized representative to receive email notices at any time, or update or change the email addresses specified above, or from time to time, by notice to the other party.

11.9 Counterparts

An Order may be executed by the Parties in one or more counterparts and transmitted by facsimile or electronic means and, if so executed and transmitted, then an Order shall be as effective as if the Parties had delivered one single executed original Order.

11.10 Promotional Use

Meticulosity retains the right to use samples/examples of Final Products in its own promotional materials. Meticulosity will attribute or credit any materials so used to Customer in a manner customary in the industry.

11.11 Approvals

Customer's emails shall be conclusive as to the approval of all artwork, websites, applications, content, documents, and any other items prior to their release for publication. Customer is responsible for the accuracy of all content (i.e.: spelling) so approved.

 

SCHEDULE A: Consulting Services

Please refer to your proposal/order for specifics on the scope of work within our arrangement.