These terms of service govern your access to and use of the UniteNow website and the computer systems design, computer integrated systems design, and related services provided by Unite Now Canada, a company located at 800-1070 Douglas St, Victoria - V8W 2C4, Canada (CA). The website and the services are developed and operated by the developer UniteNow.
By accessing this website, by contacting us, or by entering into an engagement with us, you agree to be bound by these terms. If you are using this website or our services on behalf of a company or other organization, you represent that you have authority to bind that organization, and in that case the terms refer to you and to that organization together.
If you do not agree to these terms, please stop using the website and do not proceed with a project. We are happy to discuss the terms with you before you sign anything, and we would rather answer your questions than have you agree to something you do not understand.
UniteNow provides professional and technical services in the computer systems design industry. Our work includes systems design and architecture, data services and analytics, platform engineering, systems integration, security and compliance, and managed care and support. A complete description of each service is available on the services page of this website.
The exact scope of any particular engagement is defined in a written proposal or statement of work that we prepare for each client. The terms of that written document, together with these terms of service, form the agreement between us.
Where there is a conflict between these terms and a specific statement of work, the statement of work governs for that engagement, unless the conflict concerns liability, payment, or confidentiality, in which case these terms prevail.
By using this website and our services, you confirm that you are at least the age of majority in your jurisdiction and that you have the legal capacity to enter into a binding agreement. Our services are intended for businesses, government organizations, and professional firms, and they are not offered to consumers for personal, family, or household purposes.
You agree that the information you provide to us, including your name, contact details, and company details, is accurate, complete, and current, and that you will update it if it changes.
We may refuse to provide services to any person or organization for a lawful reason, including a conflict of interest, a security concern, or a compliance obligation.
The website is provided for the purpose of learning about our services and contacting us. You may browse the site freely and share links to it. You agree not to use the website in any way that is unlawful, harmful, or disruptive.
This includes attempts to gain unauthorized access to our systems, attempts to interfere with the operation of the site, the transmission of malware or malicious scripts, the scraping of content at a scale that burdens our servers, and the impersonation of any person or organization.
We may restrict access to the website at any time for maintenance, security, or operational reasons, and we may suspend accounts that we reasonably believe have been used in violation of these terms.
Some of our services, particularly managed care and platform operations, may involve the creation of accounts, credentials, or access keys on systems we operate or administer on your behalf. You are responsible for safeguarding any credentials that we issue to you and for the activity that occurs under them.
If you believe a credential has been lost or compromised, notify us immediately so that we can revoke it and issue a replacement. We will follow your reasonable instructions regarding access to the systems we manage, and we will maintain a record of who has access to what.
You agree to notify us promptly when a member of your team leaves your organization or changes roles, so that we can update access accordingly.
Nothing in these terms transfers ownership of intellectual property between us. All content we produce that is original, including architecture documents, designs, diagrams, code, configuration, documentation, and other deliverables, becomes your property upon full payment for the engagement, except as provided in a written statement of work.
We retain ownership of our pre-existing materials, our internal tools, our methodologies, our templates, and any software that we license from third parties on your behalf. You retain ownership of your data and of the rights you hold in your own content.
To the extent any of our pre-existing materials are embedded in your deliverables, we grant you a perpetual, non-exclusive license to use them as part of the delivered system.
A successful project depends on the client as much as on us. You agree to assign a named contact who can make decisions, to provide accurate and complete information about your operations, systems, and requirements, and to respond to our requests for review and approval within reasonable time frames.
You agree to provide access to the systems and environments that are needed for us to perform the work, in a manner that is lawful and consistent with your own security policies. If we ask for information or access and it is not provided, we may pause the work without liability for resulting delays.
We will keep you informed of anything that is blocking progress, and we will work with you to remove the block as quickly as possible.
Before we begin work, we prepare a proposal or a statement of work that describes the scope, the deliverables, the timeline, the assumptions, and the fees. The statement of work is part of the agreement between us and must be signed or otherwise accepted by an authorized person at your organization.
Changes to scope are handled through a written change request. We will not begin changed work until the change is approved and, where applicable, the adjusted fee is agreed. If the parties cannot agree on a change, the original scope continues to apply and either party may treat the proposed change as out of scope.
Any verbal instructions that are not reflected in a written change request are not part of the scope.
Fees are set out in the proposal or statement of work for each engagement. We invoice on the schedule stated in that document, which is usually a deposit before work begins and progress invoices as milestones are completed.
Invoices are due within the number of days stated on the invoice, typically thirty days from the date of the invoice. If an invoice is not paid when due, we may pause work until payment is received, and overdue amounts may accrue interest at the rate allowed by applicable law.
Fees do not include taxes. Applicable taxes are added to invoices as required by law. We may suspend delivery of deliverables that have not been paid for, and we may apply any amounts paid to the oldest outstanding invoice first.
Deliverables are completed when they are submitted to you for review. We use an acceptance period, typically fourteen days, during which you may review the deliverable and report defects. We will correct defects that do not conform to the agreed specification at no additional cost.
If we do not receive a report of defects within the acceptance period, the deliverable is considered accepted. A deliverable that is accepted does not prevent you from requesting later changes, but later changes are treated as new work under the change request process.
Deliverables are provided in the formats stated in the statement of work, and we will assist you with deployment in accordance with the agreed scope.
Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the engagement, including technical designs, business plans, financial data, client lists, and trade secrets.
We will use your confidential information only for the purpose of performing the engagement, and we will not disclose it to anyone outside of our team and our contracted service providers who need it for the engagement.
This obligation does not apply to information that is publicly available through no fault of the receiving party, that was known before disclosure, that is independently developed, or that must be disclosed by law. Confidentiality obligations continue for the term of the engagement and for a reasonable period afterward.
We warrant that our services will be performed in a professional and workmanlike manner consistent with the standard of care in the computer systems design industry, and that deliverables will conform to the agreed specification.
Except for these warranties, and to the maximum extent permitted by law, our services and the website are provided as is, without warranties of any kind, whether express or implied. We do not warrant that the website or any system we deliver will be free from errors, that it will operate without interruption, or that it will meet requirements that are not described in the statement of work.
Some jurisdictions do not allow the exclusion of certain implied warranties, and in those cases the exclusions in this section apply to the maximum extent permitted by law.
To the maximum extent permitted by law, the total liability of Unite Now Canada and the developer UniteNow arising out of or related to an engagement, whether in contract, tort, or otherwise, will not exceed the total fees paid by you for that engagement.
We will not be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, loss of revenue, loss of data, loss of goodwill, or interruption of business, even if we were advised of the possibility of such damages.
Because some jurisdictions do not allow the limitation or exclusion of liability for certain damages, these limitations apply to the maximum extent permitted by law. This section does not limit liability that cannot be limited by law, including liability for fraud or for willful misconduct.
You agree to defend, indemnify, and hold harmless Unite Now Canada and the developer UniteNow, and their directors, officers, employees, and contractors, from and against any claims, damages, liabilities, costs, and expenses, including reasonable legal fees, arising out of your use of the website, your breach of these terms, or your violation of the rights of a third party.
This includes claims that arise from data or content that you provide to us, from the operation of systems that you control, and from instructions that you give us that result in a third party claim.
This obligation survives the end of the engagement and the end of these terms.
Either party may terminate an engagement for convenience by giving the other party written notice of at least thirty days. We may terminate an engagement immediately if you fail to pay amounts due, if you breach a material obligation and do not cure the breach within fourteen days of written notice, or if continuing the engagement would require us to act unlawfully.
Upon termination, you pay for work performed and deliverables delivered up to the effective date, and we return any materials that belong to you.
Provisions of these terms that by their nature should survive termination, including payment, confidentiality, intellectual property, limitation of liability, and indemnification, continue to apply after termination.
Some engagements involve software, platforms, or services provided by third parties, including cloud providers, software vendors, and payment processors. We select these providers with care, but we do not control them and we do not warrant their products or services.
Third party services are subject to the terms and conditions of their respective providers, which we will point you to when relevant. If a third party changes or discontinues a product that our work depends on, we will work with you to identify an alternative, but we are not liable for changes that are made by the third party.
Fees charged by third party providers, such as hosting costs, are separate from our fees unless the statement of work says otherwise.
These terms and any engagement between us are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in that province, without regard to conflict of law principles.
The parties submit to the exclusive jurisdiction of the courts of British Columbia for the resolution of any dispute arising out of these terms or out of an engagement.
If you are a government entity or if your location makes exclusive jurisdiction impracticable, we will discuss an appropriate forum before the engagement begins. By entering into an engagement with us, you agree to the application of these governing law provisions.
We prefer to resolve differences directly. Before any legal proceeding begins, the parties agree to attempt to resolve the dispute through good faith negotiation between senior representatives.
If negotiation does not resolve the dispute within thirty days, the parties may submit the dispute to mediation before a mediator agreed by both parties, with the costs of mediation shared equally unless the mediator directs otherwise.
If the dispute is not resolved through negotiation or mediation, either party may bring a claim in the courts described in the governing law section. This process does not apply to urgent matters such as requests for injunctive relief, and it does not prevent either party from seeking immediate protection of its intellectual property.
We may revise these terms from time to time to reflect changes in our services, our operations, or the law. When we do, we will update the date at the top of this page and post the revised terms on this website.
For significant changes, we will take reasonable steps to notify you before the change takes effect. Your continued use of the website after revised terms are posted means that you accept the revised terms, to the extent permitted by law.
Terms that are in effect on the date you enter into an engagement govern that engagement, even if the website terms are updated later, unless we agree otherwise in writing.
If any provision of these terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.
The unenforceable provision will be replaced with a provision that comes as close as possible to the original intent while remaining lawful.
This severability provision applies so that an invalid clause in one jurisdiction does not undermine the agreement as a whole.
These terms, together with any proposal or statement of work that you sign, constitute the entire agreement between the parties regarding the subject matter of this website and of the engagement, and they supersede all prior agreements, understandings, representations, and communications, whether written or oral.
Each party acknowledges that it has not relied on any representation that is not set out in these terms or in the statement of work.
No modification of these terms is effective unless it is in writing and signed by both parties.
If you have questions about these terms, you may contact us by email at request@unitenow.buzz, by telephone at +19594107521, or by mail at Unite Now Canada, 800-1070 Douglas St, Victoria - V8W 2C4, Canada (CA).
We will respond to your questions as quickly as we reasonably can.