Terms & Conditions

The short version

• Our work is governed by a written proposal or agreement. If it conflicts with these terms, the signed agreement wins.
• No signed contract? Your email counts. Approving a quote or scope, asking us to start, or paying an invoice by email is your written acceptance of these terms.
• You own the final deliverables only after you have paid in full.
• Payment is due as set out in our Payment & Refund Policy, and refunds are very limited.
• Our liability is limited, and the laws of Ontario, Canada apply.

1. Acceptance of these terms

By using the Website, requesting a quote, submitting a form, approving a proposal by email, signing a proposal or paying an invoice, you agree to these terms on behalf of yourself and the business you represent. If you do not agree, do not use the Website or our services. You confirm you have the authority to bind your business.

2. Our services

Siman Tech provides custom software and web and mobile app development, cloud and DevOps, managed IT support, cybersecurity, data and AI automation, and developers, engineers and designers for hire by the hour. The exact scope, deliverables, timeline, fees and responsibilities for each engagement are set out in a written proposal, statement of work or services agreement.

Estimates, timelines and quotes are good-faith forecasts based on the information you give us. Work outside the agreed scope is a change request and is quoted and billed separately.

3. Proposals and agreements

• A proposal or quote is valid for 14 days unless it says otherwise, and becomes binding when you accept it in writing (including by email) or pay any part of it.
• Email is enough. If there is no signed written agreement between us, your emails are treated as your written agreement and consent. This includes an email from you, or from anyone at your business with authority to engage us, that approves a quote, proposal or scope, asks us to start or continue work, confirms a date, budget or requirement, or approves a deliverable. Continuing to communicate with us by email about a project after we have sent you a proposal, a quote or a link to these terms and our Payment & Refund Policy is also treated as your consent to them.
• Electronic acceptance is binding. Emails, online form submissions and electronic approvals have the same effect as a handwritten signature, in line with Ontario's Electronic Commerce Act, 2000. We keep copies of our correspondence and may rely on them as a record of what was agreed.
• If you do sign an agreement, it takes priority over these terms where they differ, and anything it does not cover is governed by these terms.
• Your acceptance, or a request to start work, confirms that the scope described is what you require.
• Changes to scope, features, designs or timelines must be agreed in writing and may change the price and the delivery date.

4. What we need from you

Delivery on time depends on you. You agree to:

• give us accurate, complete information, content, assets, access and decisions when we ask for them;
• nominate a person who can approve work and answer questions promptly;
• review deliverables within the testing period set out in the Payment & Refund Policy and report defects in writing;
• make sure you own or have the right to use everything you give us, including text, images, logos, data and code; and
• keep your accounts, credentials and systems secure.

Delays caused by late feedback, missing content or changed requirements may move the delivery date and may increase the cost.

5. Developers and engineers for hire by the hour

When you hire one of our team members by the hour for work at your location or remotely, the following apply in addition to your written agreement:

• Our team members remain engaged by Siman Tech. They are not your employees, and you direct their day-to-day tasks within the role and scope agreed.
• You agree to provide a safe workplace, necessary equipment and access, and to comply with workplace health and safety laws.
• Hours are billed as recorded on timesheets. Timesheets not disputed in writing within three business days of being sent are treated as approved.
• Unless the agreement says otherwise, you will not directly employ or engage a Siman Tech team member introduced to you, and will not invite them to leave us, during the engagement and for 12 months after it ends, without our written consent.
• Confidential information you share will be protected as set out in the confidentiality section below. Our team members may be asked to sign your reasonable site confidentiality or security terms.
• We may replace a team member for illness, leave or other reasons with someone of comparable skill.

6. Fees and payment

Fees, invoicing, late charges and refunds are set out in our Payment & Refund Policy, which forms part of these terms. You must pay all undisputed amounts when they are due. We may suspend work or access to deliverables while any amount is overdue.

7. Intellectual property

• Your materials: you keep ownership of the content, data, trademarks and materials you give us, and you grant us a licence to use them to deliver the services.
• Our deliverables: once you have paid for a deliverable in full, you own the custom code and designs we created specifically for you, other than the items below. Until full payment, we keep ownership and you have only a limited licence to review and test it.
• Our tools and know-how: we keep ownership of our pre-existing and general-purpose code, libraries, frameworks, templates, methods and know-how, and of anything we develop independently. Where it is part of a deliverable, you receive a non-exclusive, perpetual licence to use it as part of that deliverable.
• Third-party and open-source components stay under their own licences, which you must follow.
• We may describe the project and show non-confidential screenshots in our portfolio and marketing unless you tell us in writing not to.

8. Confidentiality

Each party will keep the other's non-public business, technical and financial information confidential, use it only for the engagement, and protect it with reasonable care. This does not apply to information that is public through no fault of the recipient, was already known or independently developed, or must be disclosed by law. These duties continue for three years after the engagement ends, and for as long as the information remains a trade secret.

9. Using the website

You agree to use the Website lawfully and not to:

• attempt to gain unauthorized access to the Website, its servers or other users' data;
• introduce malware, scrape the Website in a way that disrupts it, or overload it;
• submit false, misleading or unlawful content through our forms; or
• copy, reproduce or resell Website content, designs, logos or code without our written permission.

10. Our products

TEVE, StartRadio, GoRides, Forky and any other product we operate may be subject to their own terms, privacy notices and pricing, which apply to your use of that product. If a product's terms conflict with these terms for that product, the product's terms apply.

11. Warranty and disclaimer

We will perform the services with reasonable skill and care. If a deliverable does not substantially conform to the agreed scope and you tell us in writing within the testing period, we will correct it at no extra charge within a reasonable time. That is your sole remedy for defects.

Except as stated in this section and to the fullest extent permitted by law, the Website, deliverables and services are provided “as is”, and we disclaim all other warranties and conditions, express or implied, including fitness for a particular purpose, uninterrupted or error-free operation, and that results (such as traffic, sales, rankings or security outcomes) will be achieved. Software and online services may contain defects and downtime, and no system can be made completely secure.

12. Limitation of liability

To the fullest extent permitted by law, Siman Tech and its owners, employees and contractors are not liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, data, goodwill or business opportunity, even if we were told it was possible.

Our total liability for any claim arising out of or relating to the services or these terms is limited to the amount you paid us for the specific services giving rise to the claim in the three months before the claim arose. Nothing in these terms limits liability that cannot lawfully be limited, such as for fraud or wilful misconduct.

13. Indemnity

You agree to defend and indemnify Siman Tech against claims, losses and reasonable legal costs arising from the materials you provide, your use of a deliverable in breach of law or third-party rights, or your breach of these terms.

14. Suspension and termination

Either party may end an engagement for the other's material breach that is not fixed within 10 days of written notice. We may suspend work immediately if an invoice is overdue or if continuing would breach the law.

If you end an engagement early, you will pay for all work performed and costs committed up to the termination date as set out in the Payment & Refund Policy. Sections that by their nature should survive (payment, intellectual property, confidentiality, liability, indemnity and governing law) continue after termination.

15. Events beyond our control

We are not responsible for delay or failure caused by events outside our reasonable control, including outages of internet, hosting or third-party services, power failures, labour disputes, natural disasters, pandemics and government action.

16. Governing law and disputes

These terms and any dispute relating to them are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there. Before starting a claim, the parties will try in good faith to resolve it by discussion for at least 30 days. Any claim not resolved will be decided exclusively by the courts of Ontario, and each party submits to their jurisdiction.

17. General

• Entire agreement: these terms, our other policies and any signed proposal or agreement are the whole agreement and replace earlier discussions.
• Changes: we may update these terms from time to time. The updated version applies from the date posted, and applies to existing engagements only where you continue to use our services after the change.
• Severability: if a part of these terms is found unenforceable, the rest stays in effect.
• No waiver: failing to enforce a right is not a waiver of it.
• Assignment: you may not transfer your rights without our written consent. We may assign ours in a business sale or reorganization.
• Notices: send notices to info@siman.ca. We may send notices to the email address you gave us.

18. Contact

Siman Tech, Ontario, Canada. Email info@siman.ca or call +1-604-655-1283.

Related policies

• Privacy Policy
• Disclaimer
• Payment & Refund Policy