The standard terms governing all Purivo Inc. consulting engagements, proposals, and service arrangements.
These Terms and Conditions ("Agreement") govern all consulting engagements, statements of work, proposals, and service arrangements between Purivo Inc. ("Purivo", "we", "us") and the client organization ("Client", "you"). By accepting a proposal, signing a statement of work, or engaging Purivo's services, you agree to be bound by this Agreement.
Purivo provides technology consulting services including but not limited to Salesforce platform implementation, configuration, and customization; ERP system integration (including Sage 300 and SYSPRO); custom application development (Apex, Lightning Web Components, Visualforce); data migration and integration services; and related advisory and training services.
The specific deliverables, timelines, and fees for each engagement are defined in a mutually agreed Statement of Work ("SOW") or Proposal. In the event of any conflict between this Agreement and an SOW, the SOW shall prevail with respect to the specific engagement.
Any request to modify the scope of an engagement — including additional features, integrations, configuration changes, or deliverables not described in the original SOW — must be submitted in writing and will be subject to a Change Order.
Change Orders will include a description of the additional work, revised timeline impacts, and any additional fees. Work on changed scope will not commence until the Change Order is approved in writing by an authorized representative of the Client.
Consulting fees are set out in the applicable SOW or Proposal. Fees are denominated in Canadian dollars (CAD) unless otherwise specified. Purivo reserves the right to adjust its standard rates on an annual basis with thirty (30) days written notice.
Invoices are issued in accordance with the payment schedule outlined in the SOW. Where no schedule is specified, invoices are issued monthly in arrears. Payment is due within thirty (30) days of the invoice date.
Overdue balances are subject to interest at a rate of 1.5% per month (18% per annum) from the due date until payment is received. Purivo reserves the right to suspend services on accounts with balances outstanding beyond sixty (60) days.
Pre-approved out-of-pocket expenses will be invoiced at cost with supporting documentation. Travel within the Greater Toronto Area is included unless otherwise specified.
The Client agrees to provide timely access to systems, data, personnel, and information reasonably required to perform the services. Delays caused by the Client's failure to provide required access, decisions, or approvals may result in timeline extensions and additional fees. The Client is responsible for:
Upon receipt of full payment, Purivo assigns to the Client all rights, title, and interest in custom deliverables developed specifically for the Client under an SOW, including custom Apex code, Lightning components, and Salesforce configurations created exclusively for the Client's use.
Purivo retains ownership of all pre-existing intellectual property, methodologies, frameworks, templates, and accelerators. The Client receives a non-exclusive, non-transferable licence to use such Purivo IP solely as embedded in the deliverables.
Deliverables may incorporate third-party platforms or open-source components. The Client's use of such components is subject to the applicable third-party terms and licences.
Each party agrees to hold in strict confidence all non-public information received from the other party, including business strategies, technical architecture, pricing, and customer data. Confidential Information shall not be disclosed to any third party without prior written consent. This obligation survives termination of the engagement for a period of three (3) years.
Purivo may reference the Client's name and a general description of services in its marketing materials unless the Client requests otherwise in writing.
Purivo will access Client data only as necessary to perform the services and will not use, copy, or retain Client data for any other purpose. Each party is responsible for compliance with applicable privacy legislation, including PIPEDA, with respect to personal information under its control.
Purivo warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Purivo will correct, at no additional charge, any defects in deliverables reported in writing within thirty (30) days of delivery, provided the defect is attributable to Purivo's work and the deliverable has not been modified by the Client.
Purivo's aggregate liability to the Client for any claims arising out of or related to an engagement shall not exceed the total fees paid by the Client to Purivo under the applicable SOW in the three (3) months preceding the claim.
In no event shall Purivo be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, or business interruption.
Either party may terminate an SOW for convenience upon thirty (30) days written notice. Upon termination, the Client shall pay for all services performed and expenses incurred up to the effective date of termination.
Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice.
Upon termination, each party shall promptly return or destroy the other party's Confidential Information. Sections 5, 6, 7, 9, and 12 survive termination.
Purivo operates as an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between Purivo and the Client. The Client agrees not to solicit or hire any Purivo employee or contractor who was involved in an engagement for a period of twelve (12) months following the completion or termination of that engagement.
This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties attorn to the exclusive jurisdiction of the courts of Ontario for resolution of any dispute arising under this Agreement.
Prior to commencing legal proceedings, the parties agree to attempt in good faith to resolve any dispute through escalation to senior management and, if necessary, non-binding mediation.
Force Majeure: Neither party shall be liable for delays caused by circumstances beyond their reasonable control, including natural disasters, government actions, or failures of third-party infrastructure.
Entire Agreement: This Agreement, together with any applicable SOW, constitutes the entire agreement between the parties and supersedes all prior representations and understandings.
Amendments: This Agreement may only be amended in writing signed by authorized representatives of both parties.
Severability: If any provision is found to be unenforceable, the remaining provisions continue in full force and effect.
Notices: All notices must be in writing and delivered by email to the addresses specified in the applicable SOW, or to hello@purivo.ca for notices to Purivo.