Terms & Conditions

1. Definitions

1.1 In these Conditions, the following words and expressions shall have the meaning set out below:
- Agreement means these Conditions read in conjunction with the Specification and Letter of Engagement.
- Client means the individual or business named on the Specification attached.
- RootQuotient is a trading name of RootQuotient Technologies Inc. (Company No:BC1217426).
- Project means described by the Specification and governed by this Agreement.
- Specification means the Project details in or annexed to the Letter of Engagement.
1.2 The construction, validity and performance of these Conditions and this order shall be governed by the laws of Canada.
1.3 All services provided by RootQuotient to the Client shall be governed by these Conditions not withstanding other terms stipulated at the point of order.
1.4 If there is any conflict between these Conditions and any other agreement made between RootQuotient and the Client, these Conditions shall prevail.

2. Projects' Deal and Development

2.1All specifications and conditions are drafted in the Letter of Engagement with respect to the assigned project.
2.2Prices are stated in the Letter of Engagement provided by RootQuotient are valid for 30 days of the date specified in the drafted agreement. RootQuotient reserve the right to withdraw the terms prior to approval by the Client.
2.3 Projects' will only be developed, based on the client's specfications defined in the Letter of Engagement
2.4 Terms will not be deemed accepted until RootQuotient receive the Letter of Engagement and the Specification signed by the Client.
2.5Subject to payment of the Fees and the provision of client content by the Client, RootQuotient agrees to design and implement the Project using reasonable endeavours and in accordance with the Specification, the Letter of Engagement and the other provisions of this Agreement.
2.6RootQuotient shall notify the Client when the Project or any agreed part is available for approval testing. The Client shall advise RootQuotient of any errors in that version of the Project within 20 working days of notification by e-mail. RootQuotient will use reasonable endeavours to correct such errors.
2.7 If the Client notifies RootQuotient of any amendments to the original specification, the provisions of clause 3 shall apply.
2.8 If the Client does not notify RootQuotient of any errors within 20 working days of the Project being available for acceptance testing, the Project will be deemed to have been completed to a satisfactory standard and payment will be due in accordance with clause 4.
2.9 RootQuotient reserve the right to assign subcontractors to complete part or the whole of the Project.

3. Improvised Specification

3.1 Any improvisations to the Specification must be sent to RootQuotient by the Client in writing by e-mail. RootQuotient will assess the amendments required and discuss with the client an improvised Specification.
3.2 RootQuotient reserves the right to charge for any additional work and will provide the Client with an additional quotation as part of the improvised Specification. RootQuotient also reserve the right to request payment for amendments to the original Specification before continuing work.
3.3 The Client will be required to agree the improvised Specification in writing by email before work on the amendments can commence.
3.4 If the Client does not return the signed improvised Specification to RootQuotient within 20 working days, the Client shall be allowed not to require such amendments and the Project shall be assumed, complete with payment due in accordance with clause 4.

4. Payment

4.1 The Client shall pay a deposit as requested by RootQuotient in the Letter of Engagement. RootQuotient will not commence any work on the Project until deposit monies are received by RootQuotient.
4.2 The balance of the price shall become due at the completion of the Project (or deemed completion in accordance with clauses 2 or 3).
4.3 All invoices must be settled within 30 days of the invoice date. Payment may be made by cash, cheque (made payable to RootQuotient) or bank transfer.
4.4 All prices quoted for work are subject to taxable charges at the prevailing rate.
4.5 Returned cheques will incur an additional fee of £50 per returned cheque. RootQuotient reserves the right to consider an account in default in the event of a returned cheque.
4.6 Payment can also be made through RootQuotient's Payment gateway portal.

5. Outstanding Payments

5.1 RootQuotient reserves the right to refuse to undertake any further work for the Client if an invoice remains outstanding.
5.2 RootQuotient reserves the right to remove any work done for a Project from any computer systems and the internet if invoice payments are not received within 30 days of the invoice date.
5.3 If payment is not received within 30 days of the invoice date, interest will be charged at 8% above the base rate of the Bank of Canada and will continue to be charged on a daily basis until payment is received in full.
5.4 RootQuotient’s removal of Project material does not relieve the Client of its obligation to pay the due amount. Clients whose accounts are in default agree to pay RootQuotient's reasonable legal expenses and third party collection agency fees in the enforcement of these Conditions.

Client Obligations

The Client complies with the following conditions :

6.1 RootQuotient will not be liable for the Client’s failure to comply with any laws or taxes affecting e-commerce.
6.2 The resale or distribution of the Project in full or part is forbidden unless prior written agreement is made between the Client and RootQuotient.
6.3 RootQuotient may include developmental credits and links within any code, designs, builds or amends.
6.4 RootQuotient may include any work done for the Client within their portfolio of work.
6.5 Client has to provide any information or content required by RootQuotient, promptly. Failure to provide required information or content within 20 working days of request will result in payment being due for the work done in accordance with clause 4 and RootQuotient will not be liable for any failure to subsequently meet targeted dates for completion of any related task.
6.6 If a problem with the design or code arises which does not allow the original Specification to be met, RootQuotient may apply the nearest available alternative solution.
6.7 Client has to keep all passwords confidential at all times.
6.8 Clients are responsible for providing and maintaining suitable equipment telecommunications and support services to facilitate access to the Project.
6.9 If a choice of design is presented by the Client, only one solution is deemed to be given by RootQuotient as fulfilling the Project.