Boximity Inc. - Business-to-Business Terms and Conditions

GENERAL

1. DEFINITIONS AND INTERPRETATION

In these Conditions, the Rate Schedule and every Quote, Order, Plan contract, or other arrangement in connection with the supply of Goods or Services by Boximity Inc. the following words have the following meanings:

• "After Hours" means from 17:30 - 09:00 hours Monday to Friday and all day Saturday and Sunday, including Public Holidays
• "Business Client" means the client is a business entity (corporation, partnership, sole proprietorship, or other legal entity) purchasing Goods or Services for business purposes, and explicitly excludes consumers purchasing for personal, family, or household use
• "Business Hours" means Monday to Friday from 09:00 to 17:30 hours excluding Public Holidays
• "Client", "You" or "Your" means a Business Client who seeks or obtains a quote for, or who orders, Goods or Services from Us for business purposes
• "Conditions" means these business-to-business terms and conditions
• "Goods" means any goods and/or services sourced by Us or provided by Us in connection with any such goods and/or services including computer hardware and Software and any goods or services provided in connection with any of those things
• "HST" means Harmonized Sales Tax as defined under the Excise Tax Act (Canada), currently applicable in Ontario at the rate of 13%
• "Order" means any order requested by You to Us for Goods or Services in any form
• "Quote" means a quote provided to You by Us
• "Public Holidays" means any day which is a public holiday throughout Ontario, Canada
• "Rates" means the hourly rates and other charges for Services as set out in the Rates Schedule
• "Rate Schedule" means the schedule of rates, charges and conditions for Our services as set, and as may be varied by Us from time to time
• "Return/Cancellation Fee" means a fee charged pursuant to clause 12.5 as set by Us from time to time
• "Service request" means a request for service such as adds, moves, changes and technical assistance
• "Services" means the provision of any services by Us including Work, advice and recommendations
• "Software" includes software and any installation, update, associated software and any services provided in connection with any of these things
• "Us", "Our" or "We" means Boximity Inc., a corporation incorporated under the laws of Ontario, Canada
• "Work" means anything We may do, provide, customise, produce or acquire for You

2. APPLICATION OF THESE CONDITIONS

2.1 Unless otherwise agreed by Us in writing, these Conditions are deemed incorporated in and are applicable to every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods and/or Services by Us to You.

2.2 The invalidity or unenforceability of any one or more of the provisions of this Agreement will not invalidate, or render unenforceable, the remaining provisions of this Agreement.

2.3 Business Client Acknowledgement: By accepting these terms, ordering Goods or Services, or by making payment for Goods or Services, You represent and warrant that You are a business entity purchasing for business purposes only.

3. COMMITMENT TERM

3.1 The minimum term is outlined in Our Quote, beginning from the first of the next month after signing.

3.2 After expiry, the term automatically extends for the same period unless terminated under clause 4.

4. TERMINATION

4.1 You may terminate upon ninety (90) days written notice if We materially fail to fulfil obligations and don't cure within thirty (30) days.

4.2 We may terminate upon ninety (90) days written notice.

4.3 We will assist with orderly termination and You agree to pay for such assistance at Our normal rates.

4.4 Early termination requires payment of all remaining payments as liquidated damages.

5. REPRESENTATIONS

5.1 You acknowledge that no employee or agent of Ours has any right to make any representation, warranty or promise in relation to the supply of Goods or Services other than subject to and as may be contained in the Conditions.

6. NOTICES

6.1 Notices shall be in writing and sent by email or registered mail.

6.2 Email notices are deemed received on the business day sent if during Business Hours.

7. GOVERNING LAW AND JURISDICTION

7.1 These Conditions shall be governed by and construed in accordance with the laws of the Province of Ontario.

7.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of Ontario.

8. ASSIGNMENT

8.1 You may not assign without Our prior written consent.

8.2 We may assign with written notice.

9. VARIATION OF THESE TERMS AND CONDITIONS

9.1 We may vary these Terms and Conditions with at least thirty (30) days' written notice.

9.2 You may terminate if You disagree with variations.

GOODS AND SERVICES

10. QUOTES

10.1 Quotes are valid for thirty (30) days and are invitations to treat.

10.2 Once confirmed, prices are final.

10.3 We may vary quotes for changes requested by You.

10.4 Quotes are based on specifications provided.

10.5 Orders are subject to Our Terms and Conditions of Sale.

10.6 Minimum three (3) business days for quote turnaround.

10.7 Special promotions may exclude other discounts.

10.8 We may update prices for fluctuations beyond Our control.

10.9 Non-stocked product prices confirmed once ordered.

10.10 Quotes expire after validity period.

10.11 ETA information is estimates only.

10.12 Freight charges added unless stated.

10.13 Restocking fees may apply for returns.

10.14 Prices exclude HST.

10.15 Goods covered by manufacturer's warranty.

10.16 We may vary or withdraw quotes in Our reasonable discretion.

11. ORDERS

11.1 Orders may be placed through completed forms or email approval.

11.2 Orders need to be signed or approved.

11.3 We may rely on apparent validity of orders.

11.4 Orders have no effect until accepted by Us.

11.5 No obligation to deliver until payment received.

11.6 Credit checks may be undertaken.

11.7 Orders cannot be cancelled unless We agree.

11.8 You must co-operate with Our processes and procedures.

12. PRICING AND RATES

12.1 All rates exclude HST and taxes.

12.2 Payment at Rates set in Rate Schedule.

12.3 We may vary Rates with thirty (30) days' notice.

12.4 Call-out fees may apply.

12.5 Return/Cancellation fees may apply.

12.6 Out-of-pocket expenses charged.

12.7 Separate charges for Goods and Services.

12.8 Increments calculated for whole periods.

12.9 Underlying cost increases may vary Rates.

12.10 Pre-Paid Blocks subject to conditions.

13. SERVICES AND PLANS

13.1 Services and Plans may vary with notice.

13.2 Current schedules available on request.

14. CONTRACTING AND SUBCONTRACTING

14.1 We may subcontract Services but retain responsibility.

14.2 Material subcontracting notified if requested.

15. DELIVERY, TITLE AND RISK

15.1 We endeavour to deliver by due date but no liability for delays.

15.2 You must accept delivery during Business Hours.

15.3 Risk passes on delivery.

15.4 You must insure Goods.

15.5 Title retained until full payment.

15.6 We may repossess Goods if unpaid.

16. RETURNS AND CLAIMS FOR GOODS AND SERVICES

16.1 Subject to manufacturer policies.

16.2 Customised Goods not returnable.

16.3 Inspect within seven (7) business days.

16.4 Return in original condition.

16.5 Return costs borne by You.

16.6 Indemnity for use after return period.

17. COMPUTER UTILITY, FUNCTIONALITY AND FITNESS FOR PURPOSE

17.1 IT services involve trial and error.

17.2 Reasonable assistance limited.

17.3 No guarantees for suitability or fitness.

17.4 Follow testing procedures.

18. FORCE MAJEURE

18.1 May cancel or cease supply due to force majeure.

18.2 No liability for force majeure events.

18.3 May terminate if continues 60+ days.

19. PRODUCT SPECIFICATIONS

19.1 Minor variations may occur.

19.2 Substitute goods may be supplied.

20. WARRANTIES

20.1 Rely on manufacturer's warranties.

20.2 No liability for manufacturer's defaults.

21. LIABILITY

21.1 Warranties excluded to extent permitted.

21.2 No liability for data loss.

21.3 No consequential losses.

21.4 No liability for delivery failures.

21.5 Maximum liability limited.

21.6 Essential services recommendations.

21.7 Statutory rights preserved.

21.8 Severance of invalid provisions.

22. ERRORS AND OMISSIONS

22.1 We may correct errors and rescind contracts if material.

OUR RESPONSIBILITIES

23. PRIVACY AND CONFIDENTIALITY

23.1 We collect business information for fulfilment.

23.2 Use for fulfilment and related purposes.

23.3 Disclosure to third parties as necessary.

23.4 We maintain confidentiality of Your information.

23.5 Your confidentiality obligations.

23.6 Exceptions to confidentiality.

23.7 Compliance with privacy legislation.

24. OUR WEBSITE

24.1 No warranties regarding website information.

24.2 Implement sufficient security procedures.

25. INSURANCE COVERAGE

25.1 We maintain commercial general liability insurance.

25.2 Certificates available upon request.

YOUR RESPONSIBILITIES

26. BUSINESS CLIENT WARRANTIES

26.1 Representations regarding business use and authority.

27. LODGING OF SERVICE REQUESTS

27.1 Follow Our process for service requests.

27.2 Provide clear descriptions and details.

28. ACCESS TO SYSTEMS, SITES AND PEOPLE

28.1 Provide timely access to systems and personnel.

28.2 Allow remote access software installation.

28.3 Systems may remain powered outside Business Hours.

28.4 Ensure administrative credentials available.

29. THIRD PARTY AUTHORIZATIONS

29.1 Provide authorizations for third party contacts.

29.2 Ensure authorizations provided promptly.

30. PAYMENT, LATE PAYMENT AND DEFAULT

30.1 Payment terms as stated on invoices.

30.2 Late payment may result in suspension.

30.3 Collection costs recoverable.

30.4 Interest at 2% per month on late payments.

30.5 Application of payments specified.

30.6 Security may be required.

30.7 Payment arrangements subject to conditions.

30.8 Set-off permitted.

30.9 All remedies cumulative.

31. NON-SOLICITATION OF EMPLOYEES

31.1 Non-solicitation for 2 years post-termination.

31.2 Liquidated damages for breach.

31.3 Reasonable calculation of damages.

31.4 Clause survives termination.

32. SOFTWARE LICENSING AND COMPLIANCE

32.1 Software licences are Your responsibility.

32.2 Indemnity for licence breaches.

32.3 Custom software ownership.

32.4 Licence to use custom software.

33. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

33.1 Warranty regarding provided information.

33.2 Breach consequences.

33.3 Our intellectual property rights.

33.4 Licence to use Work product.

33.5 Pre-existing materials.

33.6 Third party rights.

DISPUTE RESOLUTION

34. DISPUTE RESOLUTION PROCESS

34.1 Attempt resolution through good faith negotiations.

34.2 Written notice of disputes.

34.3 Senior representatives meet within 14 days.

34.4 Mediation if negotiations fail.

34.5 Continue obligations during dispute.

34.6 Litigation as final resort.

GENERAL PROVISIONS

35. ENTIRE AGREEMENT

35.1 Constitutes entire agreement.

35.2 No reliance on prior representations.

36. AMENDMENT

36.1 Amendments require written agreement.

36.2 Schedules may be amended with notice.

37. WAIVER

37.1 Waivers must be in writing.

37.2 No waiver of future rights.

38. INDEPENDENT CONTRACTORS

38.1 Parties are independent contractors.

38.2 No authority to bind the other.

39. SURVIVAL

39.1 Specified provisions survive termination.

40. FORCE MAJEURE EXTENDED PROVISIONS

40.1 Notice of force majeure events.

40.2 Duty to mitigate.

40.3 Suspension during force majeure.

41. COMPLIANCE WITH LAWS

41.1 Compliance with all applicable laws.

41.2 Specific warranties regarding use.

42. CURRENCY AND TAXES

42.1 All amounts in Canadian Dollars.

42.2 Prices exclusive of taxes.

42.3 Reimbursement of taxes paid.

APPENDIX A

SERVICE REQUEST LODGEMENT PROCESS

Phone: 289 539-0098

Email: hd@boximity.ca

Requirements:

1. Clear description of problem or service required
2. Relevant screenshots, error messages, or documentation
3. Name, company name, and contact details
4. Reference applicable Plan or agreement number

Important Notes:

• Service requests must not be lodged directly with individual technicians
• Requests are logged, prioritized, and assigned through central system
• Ticket number provided for tracking

SERVICE REQUESTS OUTSIDE OF BUSINESS HOURS

After Hours Support:

• Call 289 539-0098 for immediate attention
• Additional charges apply for After Hours work
• Email requests reviewed next Business Day unless After Hours arrangement agreed

Emergency Services:

• Available for Business Clients with appropriate agreements
• Subject to availability and After Hours rates
• "Emergency" determined per agreement or Our reasonable discretion