These Terms and Conditions apply to services, subscriptions, support, hosting, custom development, automation, integrations, reports, portals, internal systems, and related technical work provided by undoLogic inc. ("undoLogic", "we", "us", or "our") to a client ("client", "you", or "your").
By approving a quote, signing an agreement, submitting a work request, paying an invoice, renewing a subscription, using a hosted service, or continuing to use services provided by undoLogic the Client accepts and agrees to these terms unless expressly modified by a separate written agreement signed by an authorized representative of both parties.
undoLogic does not accept verbal agreements. Quotes, approvals, change requests, subscription terms, support requests, and other project arrangements must be confirmed in writing by email, quote, invoice, statement of work, support ticket, or other written record accepted by undoLogic.
If a quote, invoice, statement of work, or signed agreement contains terms that conflict with this document, the more specific written document controls for that specific conflict only. All other terms in this document continue to apply.
Langue du contrat. Les parties reconnaissent qu'une version française du présent contrat et des documents qui s'y rattachent leur a été remise et qu'elles ont eu l'occasion de l'examiner. Après avoir examiné cette version française, les parties expriment leur volonté expresse d'être liées uniquement par la version anglaise du présent contrat et de tous les documents qui s'y rattachent, y compris les avis et autres communications. Le présent contrat est régi par les lois de la province de Québec.
Language of the contract. The parties acknowledge that a French version of this contract and its related documents was made available to them and that they had the opportunity to examine it. Having examined that French version, the parties expressly wish to be bound solely by the English version of this contract and all related documents, including notices and other communications. This contract is governed by the laws of the Province of Québec.
The courts located in the judicial district of Montreal, Québec, have jurisdiction for matters not subject to the binding arbitration clause below and for any court proceeding permitted by that clause, subject to any mandatory law that requires otherwise.
This section requires business clients to resolve most disputes through final and binding arbitration instead of a court proceeding.
Except where prohibited by mandatory law, any dispute, claim, or controversy arising out of or relating to these terms, the services, or the relationship between the client and undoLogic, including any question concerning the existence, validity, interpretation, performance, breach, or termination of an agreement, shall be resolved exclusively and finally by binding arbitration.
Before commencing arbitration, a party must give the other party written notice describing the dispute and the requested resolution. The parties shall attempt in good faith to resolve the dispute for 30 calendar days after receipt of the notice, unless urgent relief is reasonably required.
The arbitration shall be conducted by one independent and impartial arbitrator, seated in Montreal, Québec, in accordance with the laws of Québec and the arbitration provisions of the Code of Civil Procedure of Québec. The parties shall jointly select the arbitrator. If they do not agree on an arbitrator within 15 calendar days after the negotiation period ends, either party may ask a court of competent jurisdiction to appoint the arbitrator. The arbitration shall be conducted in English unless the parties and the arbitrator agree otherwise. The award shall be final and binding and may be homologated and enforced by a court of competent jurisdiction.
Nothing in this section prevents either party from asking a court of competent jurisdiction for a provisional measure or safeguard order before or during arbitration, or from bringing a proceeding concerning the appointment of an arbitrator, the jurisdiction of the arbitrator, or the homologation or annulment of an award, as permitted by law.
This section does not apply to a client acting as a consumer or to any dispute that mandatory law does not permit the parties to submit to binding arbitration. A consumer may agree to arbitration only after a dispute has arisen and only where permitted by applicable law.
undoLogic may update these terms from time to time. Updated terms apply to new quotes, renewals, new subscriptions, new work requests, and continued use of ongoing services after the updated terms are published or provided. A signed agreement or accepted quote is not changed retroactively unless both parties agree in writing.
Unless otherwise stated in a Managed Services Agreement, the scope of work is limited to the services and deliverables approved by the Client through a quote, agreement, task request, or other written approval.
Any additional requests, changes, enhancements, new features, integrations, reports, workflow changes, design changes, infrastructure changes, or other work outside the approved scope may require separate approval and may be billed separately.
Managed Services Agreements may include proactive maintenance, monitoring, security updates, compatibility updates, troubleshooting, operational improvements, and other ongoing support activities as described in the applicable agreement.
The client is responsible for providing accurate requirements, timely feedback, access credentials, content, legal instructions, business rules, test data, approvals, and any third-party account information required to complete the work.
The client is responsible for reviewing delivered work, testing business workflows, verifying calculations, validating reports, confirming regulatory requirements, and identifying errors or missing requirements in writing.
The client should assign one primary point of contact for approvals and work requests. If multiple people submit conflicting instructions or approvals, additional time may be billed and timelines may be affected.
The client is responsible for all content, data, files, instructions, products, services, and materials supplied to undoLogic or entered into systems provided by undoLogic.
The client confirms that it owns or has permission to use all supplied content, trademarks, data, images, text, customer information, patient information, product information, and third-party materials.
The client must not use undoLogic services for illegal, abusive, unethical, infringing, harmful, deceptive, privacy-invasive, spam-related, malware-related, or security-abusive purposes. undoLogic may suspend or restrict services if continued operation may create legal, security, reputational, infrastructure, or third-party service risk.
undoLogic treats client business information, credentials, project details, data, and non-public materials as confidential. undoLogic will not intentionally disclose confidential client information except as required to provide the services, comply with law, use trusted subcontractors or service providers, protect systems, collect amounts owed, or enforce agreements.
The client must also protect undoLogic confidential information, including non-public source code, credentials, infrastructure details, pricing, internal tools, methods, documentation, and business information.
undoLogic works on systems that may involve personal information, healthcare workflows, patient-related processes, billing records, internal business records, and other sensitive data. The client remains responsible for determining which laws, consent requirements, retention rules, privacy notices, access controls, audit requirements, and regulatory obligations apply to its organization and users.
Unless expressly included in writing, undoLogic services do not include legal advice, medical advice, privacy compliance review, regulatory compliance certification, penetration testing, formal security audit, data protection impact assessment, or industry-specific compliance certification.
undoLogic will use reasonable care when handling client data, but client systems, automations, reports, portals, integrations, and hosting environments are not a substitute for the client's own legal, privacy, compliance, operational, or backup obligations.
Many projects depend on third-party platforms, APIs, libraries, hosting providers, payment processors, email providers, registrars, analytics tools, operating systems, browsers, devices, open-source packages, and other external systems that are outside undoLogic's control.
The client is responsible for third-party accounts, fees, terms, availability, credentials, permissions, data, and legal compliance. undoLogic is not responsible for outages, API changes, policy changes, pricing changes, rate limits, data loss, security incidents, service termination, or functional changes caused by third-party services. Work required because of third-party changes is billable unless a written agreement says otherwise.
undoLogic may reference completed work, general project descriptions, client names, screenshots, or solution summaries in undoLogic marketing materials, proposals, portfolio pages, and internal examples. undoLogic will use reasonable care not to disclose sensitive, confidential, medical, financial, security, or operational information.
The client may request in writing that specific material not be publicly displayed. Confidentiality obligations and separate non-disclosure agreements take precedence over this marketing reference clause.
The client is responsible for complying with laws, taxes, tariffs, product rules, consumer protection rules, payment processor rules, refund policies, privacy rules, accessibility requirements, industry regulations, and other requirements that apply to the client's business, products, services, users, and transactions.
undoLogic is not responsible for the client's legal, tax, accounting, medical, financial, professional, or regulatory obligations unless a written agreement expressly says otherwise.
Invoices are due on receipt unless a written agreement states different payment terms. All amounts are payable in the currency shown on the invoice, plus applicable taxes.
If an invoice is more than 15 calendar days past due, undoLogic may pause projects, support, renewals, subscriptions, hosting changes, new work, deployments, and access to non-essential services until all overdue amounts are paid in full.
The client remains responsible for all approved work, time spent, expenses, subscriptions, hosting, third-party costs, and committed fees incurred before suspension, cancellation, or termination.
undoLogic may assign or modify a credit limit for hourly, agile, subscription, support, or annual billing arrangements. undoLogic may reduce a credit limit, require payment in advance, require deposits, or pause work if payment history, project risk, or outstanding balances justify doing so.
Standard hourly work is performed during undoLogic's regular business hours, Monday to Friday, 9:00 a.m. to 5:00 p.m. Eastern Time, excluding holidays and unavailable periods.
Urgent, emergency, after-hours, weekend, legal, unusually complex, high-risk, or priority work may be billed at an emergency or priority rate, including 1.5 times the standard hourly rate, unless a different written rate applies.
Reduced, legacy, courtesy, or historical rates do not apply indefinitely and may be updated for renewals, new work, emergency work, specialized work, or higher-risk responsibilities. Current rates apply unless a written agreement states otherwise.
Estimates are based on the information available at the time they are prepared. Unless a project is expressly quoted as fixed-price, estimates are not caps, guarantees, or maximum fees.
Unknown requirements, incomplete information, client delays, third-party changes, technical debt, legacy system behavior, data quality issues, security issues, infrastructure problems, regulatory complexity, or changes in client priorities may increase cost and timeline.
undoLogic may provide work under one or more of the following billing models:
Hourly and agile work may require an annual billing agreement or other written billing arrangement. If no hourly or agile arrangement is active, the client may be required to use fixed-price quotes or approve a new billing agreement before work begins.
Work performed by undoLogic may be billable regardless of whether it is delivered through email, telephone, meetings, remote support, documentation, research, planning, troubleshooting, or other professional services.
undoLogic provides specialized software engineering, business automation, systems integration, reporting, internal portals, operational platforms, and long-term technical support. Custom software work often requires understanding client-specific operations, legacy behavior, data structures, workflow constraints, infrastructure, integrations, and business risks.
The client acknowledges that custom software, automation, reporting, integrations, and internal operational tools are complex professional services and are not generic website updates or commodity programming services.
Unless otherwise stated in writing, custom software may be delivered in stages.
Alpha is generally included within the approved quote and consists of a functional working version of the requested solution. Alpha may still require testing, usability refinement, performance tuning, security review, documentation, database hardening, and edge-case handling.
Beta consists of stabilization, testing, refinement, refactoring, bug fixing, integration testing, validation, and other work required after the core workflow is functional.
Production consists of deployment and preparation for active operational use, subject to the agreed scope, maintenance arrangement, third-party dependencies, infrastructure requirements, and known limitations.
Unless expressly included in the approved scope of work, Beta and Production activities are not automatically included in the Alpha phase. Because the scope of Beta and Production work often depends on the completed Alpha version, additional work may require a separate quote, approval, or maintenance agreement.
Unless a project is expressly engaged on a Fixed-Price basis, deliverables are provided in an Alpha state: functional and usable, but not fully tested or hardened, and may contain usability issues, incomplete edge-case handling, and potential security or performance limitations. For each Alpha deliverable, undoLogic will provide an Alpha Delivery & Acceptance Note identifying known limitations, which forms part of this Agreement upon the client's acceptance or use of the deliverable. The client may request a Beta & Release stage, including detailed testing, code finalization, and automated integration tests, quoted and billed separately, before relying on a deliverable for production use or for any sensitive or regulated data. For Alpha deliverables, undoLogic provides a minimum thirty (30) calendar day warranty after delivery that the deliverable will materially function according to the accepted Alpha Delivery & Acceptance Note, subject to the known limitations identified in that note and the exclusions in these terms. This Alpha warranty applies in addition to any express warranty stated in writing, including warranties on Fixed-Price projects, and the legal warranties that cannot be excluded or limited under the Civil Code of Québec. Nothing in this Agreement excludes or limits undoLogic's liability for a defect of which it was aware and failed to disclose, or for gross or intentional fault.
The client must review delivered work promptly. Unless a written agreement states otherwise, delivered work is considered accepted when the client approves it in writing, uses it in production, relies on it operationally, pays the related invoice without written dispute, or does not report a material issue within 10 business days after delivery.
Acceptance does not remove any written warranty that expressly applies, but it confirms that the delivered work generally matches the approved scope as understood at that time.
Changes to workflow, layout, permissions, reports, calculations, exports, imports, integrations, business rules, user roles, devices, browsers, performance expectations, compliance requirements, or deployment environments may require additional work and billing.
New features, enhancements, and support requests must be approved in writing before they are started unless an active hourly, agile, support, or emergency arrangement authorizes undoLogic to proceed.
Timelines depend on timely client feedback, access, approvals, content, data, and decisions. During active development, undoLogic may require responses within 2 business days to maintain a planned timeline. For submitted tasks or approval requests, the client should provide feedback or approval within 10 business days.
If required feedback, access, payment, content, or approval is delayed, the project may be classified as delayed by the client. If a project is delayed by the client for more than 30 calendar days, undoLogic may place the project on hold and reallocate time to other commitments. Restarting the project will depend on undoLogic's schedule and may require updated pricing, updated estimates, or a new quote.
For fixed-price custom development projects, undoLogic warrants for one full year (12 months) after delivery that the custom software will substantially perform according to the written specifications accepted for that fixed-price scope.
This warranty applies only to defects in undoLogic's custom work within the accepted fixed-price scope. It does not cover new features, changed requirements, client or third-party modifications, misuse, unsupported environments, third-party services, hosting issues, browser or operating system changes, security incidents, data quality issues, performance tuning, integrations outside undoLogic's control, or work excluded from the accepted scope.
Warranty work is subject to undoLogic's availability. Expedited warranty response, guaranteed response times, after-hours support, monitoring, or service-level commitments require a separate written service-level agreement.
Hourly, agile, support, troubleshooting, maintenance, consulting, emergency, and exploratory work are professional time-based services. undoLogic will use reasonable professional care and skill in performing such services.
For hourly, agile, support, troubleshooting, maintenance, consulting, emergency, and exploratory work, undoLogic provides a minimum thirty (30) calendar day warranty after delivery that undoLogic's delivered work will materially conform to the written instructions accepted for that work, subject to the known limitations, existing system conditions, third-party dependencies, and exclusions in these terms.
Because time-based work is typically performed incrementally and may involve ongoing changes, evolving requirements, troubleshooting, experimentation, partial implementations, or work on existing third-party systems, it is not subject to a fixed-price warranty, guaranteed outcome, guaranteed completion date, guaranteed compatibility, or unlimited revisions unless expressly stated in writing.
If issues outside this warranty are identified, undoLogic may assist in investigating, correcting, or improving those issues as additional professional services, which may be billable unless otherwise agreed in writing.
Custom systems depend on internal and external systems that change over time, including servers, operating systems, browsers, web standards, APIs, libraries, payment processors, email providers, security requirements, and client business processes.
Maintenance, stability programming, bug fixes, security patches, dependency updates, compatibility changes, monitoring, backups, performance tuning, infrastructure upgrades, deprecated code replacement, and adaptive updates are not included in custom development unless expressly included in writing. These activities are billable separately or handled under an annual billing agreement.
Monitoring is not included unless the client has purchased a written monitoring or maintenance service that expressly includes monitoring. The client is responsible for regularly checking its websites, applications, automations, portals, reports, integrations, subscriptions, background jobs, payment flows, email delivery, and operational systems.
Automations and reports can fail or produce unexpected results because of data changes, access changes, third-party API changes, edge cases, user behavior, server issues, or changed business rules. The client is responsible for human review and operational controls where errors could affect money, inventory, orders, billing, subscriptions, patients, legal obligations, or business operations.
Unless stated otherwise in writing, custom web work is first built and tested for the current stable version of Google Chrome on a desktop computer at full-width layout. Mobile, tablet, responsive layout, accessibility review, cross-browser testing, older browser support, and device-specific adaptations are included only when expressly stated in writing.
Some desktop features may require additional time or a different design to work properly on smaller screens, touch devices, older browsers, assistive technologies, or constrained environments.
Unless stated otherwise in writing, projects are completed in one language. Translation, multilingual content, language switching, localization, translated workflows, translated templates, and translation review are separate work and are billed separately.
The client retains ownership of content, data, trademarks, logos, copy, media, customer information, product information, and other materials supplied by the client, subject to third-party rights and licenses.
The client grants undoLogic the limited right to use client materials as needed to provide the services.
Upon full payment of all related invoices, undoLogic grants the client a perpetual, irrevocable, non-exclusive, worldwide license to use, modify, host, and continue using the custom deliverables created specifically for the client, unless a written agreement states otherwise.
This license does not transfer ownership of undoLogic's underlying intellectual property, reusable code, frameworks, boilerplates, libraries, methods, processes, know-how, development tools, internal systems, pre-existing modules, shared components, SaaS products, infrastructure, or generic functionality.
SetupCase, UpdateCase, OfflineBox, Project Browser, related SaaS products, reusable modules, boilerplates, internal tools, development frameworks, shared infrastructure, and similar components remain the exclusive property of undoLogic unless a written assignment signed by undoLogic expressly states otherwise.
Any assignment of ownership, if agreed in writing, applies only to the specific custom components identified in that written assignment and excludes undoLogic frameworks, SaaS products, shared components, reusable code, tooling, know-how, and pre-existing intellectual property.
Projects may include open-source software, third-party libraries, templates, themes, plugins, frameworks, or other licensed materials. Those materials remain subject to their own licenses. The client is responsible for complying with third-party license terms that apply to client use, distribution, modification, or hosting.
Until all related invoices are paid in full, undoLogic retains all rights in custom deliverables and may withhold source code, deployment, credentials, transfer assistance, documentation, exports, or continued work to the extent permitted by law and applicable agreements.
undoLogic offers maintenance, support, and ongoing development agreements to keep software stable and to add new features over time.
To protect system stability, multiple parties should not simultaneously perform feature development, bug fixes, deployment changes, infrastructure changes, or maintenance on the same codebase unless roles, access, responsibilities, and risk allocation are clearly agreed in writing.
The client may choose to take over software maintenance and new feature development at any time. If a transition is requested, undoLogic may provide up to two months of technical support, codebase orientation, documentation assistance, or handover support for the client's internal team or third-party provider, billed at undoLogic's then-current hourly rate unless otherwise agreed in writing.
After the transition period, undoLogic may remain available for consulting only. undoLogic will not perform further programming, bug fixes, feature development, deployment, or maintenance unless a new written agreement is signed or approved.
The client acknowledges that a transitioned codebase may include active development work, technical debt, known limitations, undocumented behavior, dependencies, and third-party constraints, and is accepted as-is except for any written warranty that expressly remains in effect.
undoLogic may provide software-as-a-service applications, subscription platforms, white-label tools, hosted services, and related account-specific configurations. SaaS products, including SetupCase, UpdateCase, Project Browser, OfflineBox, and related platforms, are owned and maintained by undoLogic unless a written agreement states otherwise.
The client receives access to SaaS products only while the applicable subscription is active, paid, and in good standing. SaaS subscriptions do not transfer ownership of the software, source code, infrastructure, reusable components, or platform modifications.
Unless expressly stated otherwise, SaaS products are provided as-is and may be updated, changed, improved, limited, discontinued, or replaced by undoLogic. Account-specific customizations, scripts, workflows, and programming added to SaaS products remain owned by undoLogic unless a written agreement states otherwise.
Client branding, visuals, marketing content, logos, and customer-provided materials remain the property of the client or their respective owners. undoLogic may use them only as needed to provide the active subscription or as otherwise permitted by agreement.
undoLogic does not automatically renew every account or subscription unless a written agreement states that automatic renewal applies. Renewal reminders may be sent as a courtesy, but the client remains responsible for renewing services before expiry and keeping the account in good standing.
Services may expire, stop, be suspended, lose data, lose domain control, or become unavailable if the client does not renew on time, does not pay amounts due, or does not maintain required third-party accounts.
Email support is included with subscriptions only to the extent described in the applicable plan or written agreement. Phone support, same-day support, priority support, executive support, emergency support, training, consulting, custom development, and after-hours support are included only where expressly stated in writing.
Hosting services may be provided through third-party suppliers, cloud providers, shared hosting, virtual servers, containers, managed infrastructure, or reseller arrangements. undoLogic may choose or change hosting infrastructure where needed to provide the service, unless a written agreement states otherwise.
Hosting is subject to storage, bandwidth, CPU, memory, inode, database, email, process, security, and fair-use limits. Exceeding limits may cause disruptions and may require additional fees, resource upgrades, refactoring, caching, optimization, infrastructure changes, or plan changes.
Hosting may require scheduled or emergency maintenance and may be temporarily unavailable. Uptime, recovery time, backup frequency, monitoring, disaster recovery, redundancy, and response times are not guaranteed unless a written service-level agreement expressly provides them.
The client is responsible for keeping websites, accounts, passwords, software, devices, email accounts, CMS installations, plugins, and third-party systems secure where those items are under the client's control. If a client-controlled system is compromised, abused, or used for illegal or harmful activity, undoLogic may suspend, password-protect, restrict, disconnect, or otherwise limit the affected service until the risk is resolved.
undoLogic uses reasonable efforts to protect systems and data, but hosted systems, SaaS platforms, reports, databases, and operational applications are not guaranteed backups unless a written backup service expressly applies.
Upon request, undoLogic may provide backup services, offline backups, data exports, or other backup arrangements where technically practical. Any such services must be expressly agreed to in writing and may be subject to additional fees, storage limitations, retention policies, and technical constraints.
The Client is responsible for maintaining independent backups and exports appropriate to its business risk. undoLogic is not responsible for data loss, corruption, deletion, ransomware, user error, third-party failure, expired services, or missing backups except to the extent a written agreement expressly says otherwise.
Where technically practical and legally permitted, undoLogic may provide credentials, exports, or assistance for the Client to download data. Export, migration, restoration, conversion, data cleanup, handover assistance, and backup-related services are billable unless expressly included in writing.
The client is responsible for domain names, registrant information, renewal, ownership, DNS decisions, registrar accounts, registrar terms, transfer locks, contact email security, and domain-related legal obligations.
Where undoLogic registers, renews, transfers, or manages a domain for the client, undoLogic does so as an administrative service or reseller only. The registrant email and registrant information should belong to the client unless a written agreement states otherwise. The client must keep registrant email accounts secure because domain control can be lost if those accounts are compromised.
Domain registration and management may be subject to third-party registrar agreements, including Enom or another registrar where applicable. The client agrees to comply with the applicable registrar terms and to provide accurate registration information.
undoLogic may suspend or terminate services, support, hosting, subscriptions, access, deployments, or work if the client fails to pay, breaches these terms, creates security risk, creates legal risk, misuses services, exceeds resource limits, fails to provide required cooperation, or if a third-party provider suspends or terminates a required service.
The client may terminate ongoing hourly, support, or maintenance work by written notice unless a written agreement requires a minimum term, notice period, committed hours, subscription period, or cancellation fee.
Termination does not remove the client's responsibility to pay amounts already incurred, committed subscription fees, third-party fees, approved work, transition support, or other amounts due.
(a) Cap. Except as provided in paragraph (c), the total aggregate liability of undoLogic Inc. to the client for any and all claims arising out of or in connection with the services or these terms, whether in contract, extra-contractual (delictual) liability, or otherwise, shall not exceed the greater of (i) the total fees paid by the client to undoLogic in the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) CAD $10,000.
(b) Excluded damages. Except as provided in paragraph (c), undoLogic shall not be liable for any indirect, incidental, consequential, or special damages, nor for any loss of profits, loss of revenue, loss of data, or business interruption, even if advised of the possibility of such damages.
(c) Exceptions. Nothing in this section excludes or limits the liability of undoLogic for gross or intentional fault, for bodily or moral injury caused to another, or for any other liability that cannot be excluded or limited under the laws of the Province of Québec.
The client agrees to defend, indemnify, and hold harmless undoLogic, its directors, employees, subcontractors, suppliers, and service providers from claims, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, arising from:
undoLogic may use employees, contractors, subcontractors, vendors, hosting providers, cloud providers, software suppliers, registrars, payment processors, and other service providers as needed to provide services.
undoLogic is not responsible for delays or failures caused by events outside its reasonable control, including power outages, internet failures, provider outages, cyberattacks, labour interruptions, illness, emergencies, natural disasters, government action, legal changes, war, civil unrest, third-party platform changes, or supply interruptions.
If any part of these terms is found invalid or unenforceable, the remaining terms continue to apply. The invalid or unenforceable part will be interpreted as closely as possible to the original intent in a lawful and enforceable way.
These terms, together with the applicable quote, invoice, statement of work, subscription terms, support agreement, written approval, or signed agreement, form the agreement between undoLogic and the client for the applicable services.