In Pursuit of Profit and Balance

Effective:  June 10, 2010
Last Updated: February 7, 2023

Please read these Terms and Conditions (the “Terms”) and our Privacy Policy at (https://www.wealthbydesign.ca?open=privacy-policy) (“Privacy Policy”) carefully because they govern your use of the services offered by Wealth by Design, Inc. (“Wealth by Design”) or your use of the account receivable platform, vendor payment platform, document imaging platform, payroll and other services you have agreed to receive (collectively, the “Services”).  

SERVICES;
Subject to the terms and conditions of these Terms, Wealth by Design hereby grants you a worldwide, limited, non-exclusive, non-transferable, non-sublicensable right to use, access and/or operate the Services in accordance with these Terms and the Documentation (as defined below) (“Use”) the Services during the Term, solely for your internal business purposes subject to any limits, volume or other measurement or conditions of permitted Use for the Services forth in the applicable agreement/contract form, including any limits on the number of Authorized Users (as defined below) permitted to Use the Services (the “Licensed Volume”).

USE RESTRICTIONS:
You will not at any time and will not permit any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity (each, a “Person”) (including, without limitation, Authorized Users) to, directly or indirectly: (i) Use the Services in any manner beyond the scope of rights expressly granted in these Terms; (ii) modify or create derivative works of the Services or any accompanying documentation (the “Documentation”), in whole or in part; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iv) frame, mirror, sell, resell, rent or lease Use of the Services to any other Person, or otherwise allow any Person to Use the Services for any purpose other than in accordance with these Terms; (v) Use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any Person, or that violates any applicable law; (vi) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; (vii) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Wealth by Design and its partners for use expressly for such purposes; or (viii) Use the Services, Documentation or any other Wealth by Design and its partners Confidential Information (as defined below) for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services.

AUTHORIZED USERS:  
You will not allow any Person other than an employee or contractor whom (i) you have authorized to Use the Services for purposes of operating and maintaining the Services; and (ii) signs up for an account to Use the Services in accordance with Wealth by Design's then-current account registration procedures (each, an “Authorized User”) to Use the Services.  You may permit Authorized Users to Use the Services, provided that (i) the Use, including the number of Authorized Users, does not exceed the Licensed Volume; and (ii) you ensure each Authorized User complies with all applicable terms and conditions of these Terms and you are responsible for acts or omissions by Authorized Users in connection with their Use of the Services.  You will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Services in accordance with customary security protocols, and will promptly notify Wealth by Design if you know or reasonably suspect that any user name and/or password has been compromised.  Each account for the Services may only be accessed and used by the authorized user for whom such account is created.

THIRD-PARTY SERVICES:  
Certain features and functionalities within the Services may allow you and your Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Services.  Wealth by Design does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors, or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto.  You are solely responsible for maintaining the Third-Party Services you license and obtaining any associated licenses and consents necessary for you to use the Third-Party Services in connection with the Services outside of the agreed/contracted services.
We may purchase or license from third party vendors materials used in your project (including source code, work-up files, software programs, photographs, illustrations etc.). Where we license such material, the intellectual property rights in the licensed material remain the property of the third-party vendors.

RESERVATION OF RIGHTS:
Subject to the limited rights expressly granted hereunder, Wealth by Design reserves and, as between the parties, will solely own the Services, the underlying software provided in conjunction with the Services, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services or any the implementation and/or other professional services, if any, to be provided by Wealth by Design to you as set forth in the relevant agreement/contract form (“Professional Services”), Documentation and Aggregate Data (as defined below), all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all intellectual property rights in and to any of the foregoing (collectively, “Wealth by Design IP”) and all rights, title and interest in and to the Wealth by Design IP.  To the extent ownership of any rights in any Wealth by Design IP vests in you, such rights are hereby automatically assigned by you to Wealth by Design.  No rights are granted to you hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.
 
FEEDBACK:  
From time to time, you or your Authorized Users may provide Wealth by Design with suggestions, comments, feedback or the like with regard to the Services (collectively, “Feedback”).  You hereby grant Wealth by Design a perpetual, irrevocable, royalty-free and fully paid-up license to use and exploit all Feedback in connection with Wealth by Design's business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services.

FRAUD OR SUSPICIOUS ACTIVITY:
Without limiting any other provision of these Terms, or our rights or remedies under these Terms or applicable law, if you or your Authorized Users attempt to defraud or attempts to interfere with the fair operation of the Services (such as, by way of example only, by providing artificial, false or misleading information, material omission), we reserve the right to do any or all of the following, in our sole discretion: (i) remove any or all of your content from the Services; (ii) cancel any or all of your pending transactions on the Services, and cancel, reverse or charge back any other purchases by you that we determine, in our sole discretion, to be fraudulent or in violation of these Terms; (iii) place limits on your purchasing privileges; (v) charge you for costs, expenses and fees incurred by Wealth by Design as a result of your action or inaction, including refunds to a vendor; and (vi) suspend or terminate your account.  For clarity, if we cancel or reverse a transaction pursuant to this Section, you will have no rights to products or services concerning the cancelled or reversed transaction.  You agree to cooperate in any investigation conducted by Wealth by Design, as reasonably requested.

FEES AND PAYMENT:

FEES:  
You will pay Wealth by Design the non-refundable fees set forth in the relevant agreement/contract form in accordance with the terms therein (“Fees”) and without offset or deduction.  Wealth by Design reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon sixty (60) days prior notice to you (which may be sent by email).  Except as otherwise provided in the relevant agreement/contract form, Wealth by Design will issue monthly invoices to the customer during the Term, and you will pay all amounts set forth on any such invoice upon receipt of such invoice via automatic bank account withdrawal or pre-authorized credit card transaction.  Wealth by Design will charge your selected payment method (such as a credit card, debit card, or another method available in your home country) for any Fees on the applicable payment date, including any applicable taxes.  If Wealth by Design cannot charge the customer’s selected payment method for any reason (such as expiration or insufficient funds), you remain responsible for any uncollected amounts, and Wealth by Design will attempt to charge the payment method again as you may update its payment method information.  In accordance with applicable law, Wealth by Design may update information regarding your selected payment method if such information is provided by your financial institution.

Wealth by Design may require payment of a processing/transaction fee but is otherwise commission-free.  You agree to pay such fees as part of the purchase of services via the Services (“Transaction”).  When you make a transaction, you expressly authorize us (or our third-party payment processor) to charge you for such transaction.  We may ask you to supply additional information relevant to your transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”).  You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information.  When you initiate or authorize a transaction, you authorize us to provide your Payment Information to third parties so we can complete your transaction and charge your payment method for the type of transaction you have selected (plus any applicable taxes and other charges).  You may need to provide additional information to verify your identity before completing your transaction (such information is included within the definition of Payment Information).  By initiating a transaction, you agree to the pricing, payment, and billing policies applicable to such fees and charges as posted or otherwise communicated to you.  All payments for transactions are non-refundable and non-transferable by Wealth by Design except as expressly provided in these Terms.  All fees and applicable taxes, if any, are payable in Canadian dollars.

PAYMENTS:

Payments due to Wealth by Design under these Terms must be made in Canadian dollars by automatic electronic payment, wire transfer of immediately available funds to an account designated by Wealth by Design or such other payment method mutually agreed upon by the parties.  All fees, charges, surcharges, penalties, levies and payments are non-refundable. Neither party will have the right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other party under these Terms.  If you fail to make any payment when due, your account will be determined to be delinquent after seven (7) days. Finance charges will accrue at the rate of 2.0% per month, and an administration fee of $75.00 will be levied each month if any amount remains outstanding.  You will reimburse Wealth by Design for all reasonable costs and expenses incurred (including reasonable collection and legal counsel fees) in collecting any late payments, penalties, levies or interest.

PAYMENT PROCESSOR:
We use a third-party payment processor, Plooto, to facilitate transaction payments.  Your use of Plooto Payments services is governed by the Plooto account agreement and other such terms available at  https://www.plooto.com/terms-and-conditions (“Payment Processor Terms”) and not these terms.  You agree to comply with these Payment Processor Terms. 

All payments to be made under these Terms are non-refundable and shall be made in full (pursuant to the applicable contract form) without set-off or counterclaim and free and clear of and without deduction of or withholding for or on account of any tax of any nature now or subsequently imposed unless required by law. 

TAXES:  
You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, provincial, multinational or local governmental regulatory authority on taxable amounts payable by you to Wealth by Design hereunder.  

CONFIDENTIAL INFORMATION:

As used herein, “Confidential Information” means any information that one party (the “Disclosing Party”) provides to the other party (the “Receiving Party”) in connection with these Terms, whether orally or in writing, that is designated as confidential, or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure.  For clarity, the Services and the Documentation will be deemed Confidential Information of Wealth by Design.  However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (iv) is independently developed by or for the Receiving Party without the use of or access to any Confidential Information of the Disclosing Party.  Without limiting the foregoing, nothing in these Terms will limit or restrict Wealth by Design's ability to use or disclose any general know-how, experience, concepts and/or ideas that Wealth by Design or its personnel acquire or obtain in connection with the performance of Wealth by Design's obligations hereunder.

The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under these terms, provided that Wealth by Design may use and modify your Confidential Information in deidentified form for purposes of developing and deriving any data that is derived or aggregated in deidentified form from (i) any User Materials (as defined below), in anonymized form; or (ii) your and/or your Authorized Users’ Use of the Services, including, without limitation, any usage data or trends with respect to the Services and its component features and functionalities, in each case in anonymized form (collectively, “Aggregate Data”).  The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under these terms and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in these terms, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure. 

Each party’s obligations of non-disclosure with regard to Confidential Information will expire seven (7) years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.

The terms and conditions of these Terms will constitute Confidential Information of each party but may be disclosed on a confidential basis to a party’s advisors, legal advisors, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and legal counsel) for due diligence purposes. 

USER MATERIALS AND DATA:
Wealth by Design acknowledges that as between you and Wealth by Design, you own and retain all rights, title and interest in and to all information, data, content and other materials in any form or medium that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of you or your Authorized Users through the Services or to Wealth by Design in connection with your and your Authorized Users’ Use of the Services, but excluding, for clarity, Aggregate Data and any other information, data, data models, content or materials owned or controlled by Wealth by Design and made available through or in connection with the Services (collectively, “User Materials”).
You hereby grant Wealth by Design a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, and modify the User Materials solely for the purpose of hosting, operating, improving and providing the Services, Professional Services and Wealth by Design's other related products, services and technologies during the Term.
You represent and warrant that (i) you have obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the User Materials (including any personal data provided or otherwise collected pursuant to your privacy policy) as contemplated by these Terms and (ii) Wealth by Design's use of the User Materials in accordance with these Terms will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between you and any third party.

REPRESENTATIONS AND WARRANTIES:
Each party hereby represents and warrants to the other party that: (i) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into these Terms and (ii) the execution, delivery and performance of these Terms and the consummation of the transactions contemplated hereby are within the corporate powers of such party and have been duly authorized by all necessary corporate action on the part of such party, and constitute a valid and binding agreement of such party.

DISCLAIMER:
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES, PROFESSIONAL SERVICES AND OTHER WEALTH BY DESIGN IP ARE PROVIDED ON AN “AS IS” BASIS. WEALTH BY DESIGN MAKES NO WARRANTIES OR REPRESENTATIONS TO YOU, YOUR AUTHORIZED USERS OR ANY OTHER PARTY REGARDING THE WEALTH BY DESIGN IP, THE SERVICES, PROFESSIONAL SERVICES OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WEALTH BY DESIGN HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.  WITHOUT LIMITING THE FOREGOING, WEALTH BY DESIGN HEREBY DISCLAIMS ANY WARRANTY FOR THE USE OF THE SERVICES OR PROFESSIONAL SERVICES WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED.

LIMITATIONS OF LIABILITY:
While our aim is to deliver top quality full client satisfaction, there are some things we are unable to accept responsibility for.  We will provide our services with reasonable care and skill. Our liability to
you is limited to losses, damages, costs and expenses caused by our negligence or willful default.

We cannot and do not promise or guarantee that services or products purchased or licensed from third-party vendors will be free from interruption or failure or will remain available for use for any specific period.


EXCLUSION OF DAMAGES:  
EXCEPT FOR: (I) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (III) BREACH OF THE CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE WEALTH BY DESIGN IP OR THE PROVISION OF THE SERVICES AND PROFESSIONAL SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON AGREEMENT/CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

TOTAL LIABILITY: 
IN NO EVENT WILL WEALTH BY DESIGN'S TOTAL LIABILITY TO YOU OR YOUR AUTHORIZED USERS IN CONNECTION WITH THESE TERMS, THE WEALTH BY DESIGN IP OR THE PROVISION OF THE SERVICES OR PROFESSIONAL SERVICES EXCEED THE FEES ACTUALLY PAID BY YOU TO WEALTH BY DESIGN IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Specifically, we will not be responsible or liable to you for damages or loss caused by:
    - your use of the information in ways that are not covered by the licenses we grant to you;
    - anything that is done by us on your instructions or using the material you provided to us;
    - any breach of these terms and conditions by you;
    - any legal, governmental, contractual or other approvals that were required but which you did not obtain, and you will keep us indemnified from and for all damages, costs, fees, expenses and legal fees on an indemnity basis that we incur due to any of these specific actions and omissions.

 INDEMNIFICATION:
To the extent permitted by applicable laws, You agree that You will defend, indemnify and hold harmless us and our officers, directors, shareholders, employees, agents and representatives from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to your breach of these Terms; your access to and/or use of the Services; and any loss of, or damage to, any property, or injury to, or death of, any person caused by your and your authorized users access to and/or use of the Services; and specifically, your breach of the intellectual property rights or privacy rights of any third party to these Terms.

You agree that You will be solely responsible for all activities under your account, regardless of whether you are aware of them. You agree to hold us harmless and release us from any loss or liability whatsoever that you may incur as a result of someone other than you or an authorized user using your password or account, either with or without your knowledge. You agree to indemnify us for any damages, third-party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.

BASIS OF THE BARGAIN:
THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN US AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.

DISENGAGEMENT:

Should we resign or be requested to resign, a disengagement letter will be issued to ensure our respective responsibilities are clear.

Each of us may terminate this agreement by giving not less than 30 calendar days' notice in writing to the other party except where you fail to cooperate with us, or we have reason to believe that you have provided us or CRA or any other taxing authority with misleading information in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.

In the event of termination of this agreement, we will endeavour to agree with you the arrangements for the completion of work in progress at that time unless we are required for legal or regulatory reasons to cease work immediately. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination. You further agree to pay us immediately upon termination the balance of any outstanding amounts.  Once outstanding accounts are settled in full, the cloud accounting file will be turned over to you for your exclusive use.  The document Imaging files will be made available to you for a separate fee.  The payroll platform will be turned over to you for your exclusive use.

EFFECT OF DISENGAGEMENT: 
Upon expiration or termination of these Terms: (i) the rights granted will terminate; and (ii) you will return or destroy, at Wealth by Design's sole option, all Wealth by Design Confidential Information in its possession or control, including permanent removal of such Wealth by Design Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in your possession or under your control, and at Wealth by Design's request, certify in writing to Wealth by Design that the Wealth by Design Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted.  No expiration or termination will affect your obligation to pay all Fees that may have become due or otherwise accrued through the effective date of expiration or termination or unless expressly set forth herein, entitle you to any refund.

TRADEMARKS:
You hereby grant Wealth by Design a limited, non-exclusive, royalty-free license to use and display your name, designated trademarks and associated logos (the “User Marks”) during the Term in connection with (i) the hosting, operation and maintenance of the Services; and (ii) Wealth by Design's marketing and promotional efforts for its products and services, including by publicly naming you as a customer using Wealth by Design and in case studies.  All goodwill and improved reputation generated by Wealth by Design's use of the User Marks inures to your benefit.  Wealth by Design will use the User Marks in the form stipulated by you and will conform to and observe such standards as you prescribe from time to time in connection with the license granted hereunder.

RUSH FEES
The proposal attached does not cover any work that has to be rushed ahead of the project schedule or work outside the project scope that is to be executed on a rush basis. Rush work means work that you request us to complete on an accelerated schedule from that stated in this agreement upon receipt of your request.

Our rush service fees are charged at a premium basis of 160% (one hundred and sixty percent) of the amount stated in the proposal or executed contract (or, if not previously quoted, of our standard charge) for the type of work requested.

DELAYS TO THE PROJECT SCHEDULE:
We understand that sometimes it’s impossible to reply to emails and messages immediately, so we don’t expect you (or us) to be able to do so. At the same time, we’ve found that keeping the momentum going produces the best results for both us and our clients.

To encourage everyone involved to do this, a delay fee of five percent (5%) of the monthly fee will kick in for every fourteen (14) consecutive days that either you or us go unresponsive - not providing information, instructions, materials or anything else necessary for the project to proceed.

The maximum amount that either you or us can claim under this clause is a sum that is equal to the contract/agreement amount.

MATERIALS PROVIDED BY YOU
Where you provide us with materials in the course of the project, you guarantee that you own them or have been given permission to use them. Ownership of these materials will remain with you (or the persons who licensed them to you) at all times. You grant us a royalty-free license to use them for the project and to retain copies in our business records.

We will not be responsible for any damage or consequences if the materials you provide infringe on someone else’s rights or are unlawful or illegal. You will indemnify us and pay for all damages, costs, fees, expenses and legal fees on an indemnity basis that we incur due to your materials being infringing, unlawful or illegal in any country.

ERRORS AND OMISSIONS
We will use our best efforts to prevent errors and omissions from occurring in processing your information. If such errors or omissions occur, please notify us immediately upon discovery, and we will correct them without additional fee, and that will be the extent and limit of our responsibility and liability.

CONFIDENTIAL INFORMATION
“Confidential Information” means information marked as secret or confidential or which, based on the circumstances in which it was disclosed, ought to be treated as confidential.

In the course of this project, we may receive from you (and you from us) Confidential Information. If either you or we receive from the other Confidential Information, the receiving party agrees to keep the Confidential Information secret, ensure that its agents and employees keep it secret, and not disclose it to any other person, organization or entity without obtaining written notification.

However, the receiving party may use or disclose Confidential Information received from the other in order to comply with completing the scope of this project, a court order, law or regulation, or direction of governmental or statutory authority. The receiving party may also use or disclose Confidential Information that entered the public domain due to no fault of that party or that was disclosed to the receiving party by another source lawfully and without any obligation of confidentiality.

PERSONAL INFORMATION PROTECTION AND ELECTRONIC
DOCUMENTS ACT (PIPEDA)
We confirm that we will comply with the provisions of the Personal Information Protection and Electronic Documents Act when processing personal data about you and your employees and family. In order to carry out the services of this engagement and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention, we may obtain, process, use and disclose personal data about you.

GENERAL:
ENTIRE AGREEMENT:  
These Terms, including any applicable agreement/contract form(s), are the complete and exclusive agreement between the parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, written and oral, with respect to its subject matter.  These Terms may be amended or modified only by a written document executed by duly authorized representatives of the parties. 

NOTICES: 
All notices required or permitted under these Terms will be in writing, will reference these Terms, and will be sent via email to admin@wealthbydesign.ca. Any notices or other communications provided by Wealth by Design under these Terms will be sent to you via email to your designated email address or through the Services.  For notices made by postal mail, the date of receipt will be deemed seven (7) days after the date on which such notice is transmitted. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

WAIVER:
Either party’s failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision.  No waiver of any provision of these Terms will be effective unless it is in writing and signed by the party granting the waiver.

SEVERABILITY: 
If any provision of these Terms is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of these Terms will remain in full force and effect.

 GOVERNING LAW:
 JURISDICTION:
These Terms will be governed by and construed in accordance with the laws of the Province of Ontario without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction.  The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.  Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or provincial courts in Hamilton, Ontario, Canada. The parties irrevocably consent to the personal jurisdiction and venue therein. 

ASSIGNMENT: 
Neither party may assign or transfer these Terms, by operation of law or otherwise, without the other party’s prior written consent.  Any attempt to assign or transfer these Terms without such consent will be void.  Notwithstanding the foregoing, either party may assign or transfer these Terms to a third party that succeeds to all or substantially all of the assigning party’s business and assets relating to the subject matter of these Terms, whether by sale, merger, operation of law or otherwise.  Subject to the foregoing, these Terms are binding upon and will inure to the benefit of each of the parties and their respective successors and permitted assigns.

EQUITABLE RELIEF:  
Each party agrees that a breach or threatened breach by such party of any of its obligations would cause the other party irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other party will have the right to seek immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security or to prove actual damages or that monetary damages are not an adequate remedy.  Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

FORCE MAJEURE:  
Neither party will be responsible for any failure or delay in the performance of its obligations under these Terms (except for any payment obligations) due to causes beyond its reasonable control, which may include, without limitation, labour disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God.

SUBCONTRACTING:
Wealth by Design may use subcontractors and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate, provided that Wealth by Design remains responsible for the performance of each such Subcontractor.  Notwithstanding anything contrary to these Terms, with respect to any third-party vendors, including any hosting (e.g. AWS) or payment vendors (e.g. PayPal. Plooto), Wealth by Design will use commercially reasonable efforts to guard against any damages or issues arising in connection with such vendors. Still, we will not be liable for the acts or omissions of such third-party vendors except to the extent that it has been finally adjudicated that such damages or issues are caused directly by the gross negligence or willful misconduct of Wealth by Design.

RELATIONSHIP OF THE PARTIES:  
The relationship between the parties is that of independent contractors.  Nothing in these Terms will be construed to establish any partnership, joint venture, employer-employee or agency relationship between the parties.  Neither party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other party’s prior written consent.

NO THIRD-PARTY BENEFICIARIES:  
No provision of these Terms is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties and their respective successors and assigns.

COUNTERPARTS:
These Terms may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.