CANADA

 

Terms and Conditions

 

This is an Agreement between you, the Customer, and all the persons you represent (in this agreement, “person” refers to any natural, corporate, legal or moral person) and DESIGN WSDM INC., doing business under the name WISDOM or BUILD YOUR WISDOM (herein “WISDOM”). These General Terms and Conditions of Use (“Terms”) together with Customer’s invoice or individual service contract (“ISC”), if applicable, constitute the “Agreement” and govern the relationship between WISDOM and Customer including for access to and use of the web site located at the URL: http://buildyourwisdom.com   (the “Site”) and the WISDOM products and services. To the extent of any inconsistency between the terms herein and the terms set forth in the ISC, the terms of the ISC section shall control. This Agreement also provides benefits to members of WISDOM group, service providers, suppliers and sub-contractors (collectively “Members of the group and suppliers”).  Each time you use WISDOM products and services you signify your acceptance and agreement and that all the persons you represent are being bound by this Agreement, and you represent and warrant that you have the legal authority to agree personally and on behalf of the persons you represent to accept this Agreement.  If you do not agree with each provision of this Agreement, please do not use the WISDOM Site or products and services.

 

Products and services

 

WISDOM currently provides users with access to a collection of resources, including designs, plans, books, audio-visual material, classrooms, fundraising platforms, various communications tools, databases of information, blogs, collections of expressions, forums, and content through its web site(s), resources and offerings (collectively referred to as the “products” and/or “services” or both). In the event that you or the Customer contribute any work, design, idea, product or services or any photo, video or other material, such contribution shall and is hereby transferred to WISDOM and you consent to the use of any work, images, pictures, names and other reproductions thereof.

 

Unless explicitly stated otherwise, any new feature that augments or enhances the current Service, including the release of new WISDOM sites, designs, plans, know how, trade secrets and features, shall be subject to the Terms herein. WISDOM reserves the right to change, alter or vary the scope or extent of the WISDOM products and services offered at any time, provided that if the changes significantly impact the WISDOM products and services in a negative manner, WISDOM will use commercially reasonable efforts to provide, direct or indirect, notice of the changes.

 

General Duties of Customer

 

Customer is obligated to access and use the Site and the WISDOM products and services, and any content accessed by or provided therein, in accordance with all applicable laws, rules and regulations, including, without limitation, laws regarding privacy, intellectual property and any applicable export laws concerning transmission of data.

 

Duties of the Customer regarding Information

 

In the case that WISDOM is hired to consult or otherwise be involved with design and construction services, of any project (the “Project”) it is the Customer’s obligation to provide any and all information requested by WISDOM, such as surveys, reports and other services as set forth below, the accuracy and completeness of which WISDOM shall be entitled to rely upon, and for which WISDOM shall bear no responsibility whatsoever. Such contracts for the provision of information, surveys, reports and services, whether arranged by the Customer or WISDOM, shall be considered direct contracts with the Customer unless explicitly agreed to be otherwise:

 

  1. (a) Surveys describing physical characteristics, legal limitations and utility locations for the site; (b) a written legal description of the site and adjoining properties, as necessary, showing the following survey and legal information, as applicable: grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights of way; restrictions, easements, encroachments, zoning, deed restrictions; boundaries and contours of the site; locations, dimensions, and data pertaining to existing buildings, and other existing improvements and trees; description concerning utility services, both public and private, above and below grade, including inverts and depths.

 

  1. Subsurface investigation and related reports which include, but are not limited to soil reports, test borings, test pits, determination of soil boring values, percolation tests, a list and evaluations of toxic and hazardous substances and material present at the Project, ground corrosion and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate professional recommendations.

 

  1. Reports and appropriate professional recommendations of specialized consultants, when required by WISDOM.

 

  1. Investigation, laboratory and field tests, and related reports, as required by WISDOM or the Consultants, as stipulated by the construction documents, or as prescribed by authorities having jurisdiction, such as the following: air and water pollution tests; tests for toxic and hazardous substances and materials; and tests on structural, mechanical, chemical or environmental characteristics.

 

  1. Legal, accounting and insurance counselling services as may be necessary at any time for the Project, including such auditing services as the Customer may require to verify the contractor’s application for payment or to ascertain how or for what purpose the contractor uses the monies paid by or on behalf of the Customer.

 

Additional Duties of the Customer

 

In the case that WISDOM is hired to consult or otherwise be involved with design and construction services, it is the Customer’s obligation to:

 

  1. Examine documents submitted by WISDOM and give WISDOM the required decisions or approvals promptly.

 

  1. Obtain and pay the cost of all required approvals and permits from authorities having jurisdiction.

 

  1. Immediately notify WISDOM, in writing, if the Customer observes or otherwise becomes aware of any defect in the Project or any non-conformity with the contract documents.

 

  1. Fulfill his responsibilities promptly to avoid delaying WISDOM’s services or the orderly progression of the Work.

 

  1. When necessary, authorize, in writing, a person to act on his behalf and shall define that person’s scope of authority with respect to the Project.

 

Permits from Authorities Having Jurisdiction

 

DO NOT ASSUME THAT PERMITS WILL BE GRANTED FOR YOUR PROJECT. PERMITTING IS OUTSIDE OF WISDOM’S REASONABLE CONTROL AND THERE ARE NO REPRESENTATIONS OR WARRANTIES THAT A PERMIT WILL BE ISSUED FOR ANY PLAN OR DESIGN.

 

The drawings that the Customer can purchase online are complete to a level that allows a builder to review and evaluate for construction. Drawings that can be used for construction will not be available until a mutually approved prototype is built and tested. A field-tested prototype protects the Customer.

 

In the process we are prototyping, the customer remains responsible for obtaining the permit from the local municipality and sending it to WISDOM at least 8 weeks before the agreed upon delivery date. This timeline will vary from project to project. For the Customer’s own protection, this requirement must be met before starting excavation, foundation or site development work. If additional information is required, or if the Customer requires help with the building permit application or negotiations, we are happy to provide consulting services to support this.

 

Notwithstanding the above, every authority having jurisdiction is unique, and has unique procedures and requirements. It is impossible to guarantee that an authority having jurisdiction will grant any permit of any kind. Not even the authority having jurisdiction can guarantee this. The Customer therefore remains responsible and assumes the full risk for obtaining permits and ensuring that the authority in their jurisdiction has the information they need to grant permits.

 

Climates

 

DO NOT ASSUME THAT THE CONCEPTS IN THESE DRAWINGS WILL APPLY FOR DIFFERENT CLIMATES.

 

The drawings the Customer can purchase online are designed for climates similar to what is found in Montreal, Canada. However, every site and climate is unique, and has unique building physics challenges. While building physics principles remain the same, the environment is different from place to place, and that means the building must change to suit that unique intersection of variables. If you are considering a different type of site or climate, we are happy to provide consulting services to support the modifications to the drawings that your site may need.

 

Expertise

 

DO NOT ASSUME THAT ANY BUILDING CAN BE BUILT WITHOUT PROFESSIONAL DIRECTION AND HELP.

 

In the process WISDOM is prototyping, the homes are NOT for self-builders. A WISDOM-qualified general contractor for your particular project is required for fabrication and it is recommended that such contractor be obtained through WISDOM to begin. WISDOM-qualification requires a WISDOM training course, and the approved or qualified builder must attend and pass this course for fabrication to begin.

 

If drawings are used for construction without an order for fabrication through WISDOM, the Customer takes ALL responsibility for the success of the work, and releases WISDOM from any responsibility whatsoever for the success of the work. Using drawings without the right team for building is unwise, and WISDOM cannot take responsibility for it.

 

In addition, it is LIKELY that a diversity of engineering and site planning services will be required to prepare the site and foundations for your home. These services are not included in the products and services the Customer can purchase online. The purchase of plans comes with a guide to which additional products and services may be required for your project.

 

In the process we are prototyping, it is estimated that the time may take approximately 12 weeks from the signing and payment of the contract to the arrival of the pre-built part of the home on the site. The foundations and all other preparatory work, including water, septic and, if required, power, communication and energy sources, must be in place at this time. WISDOM is designing for a 30-day installation of the shell and core on the foundations, with only finishes left before the home is ready to live in. This timeline will likely vary from project to project. Upon purchase, WISDOM will provide customers a guide that describes the project schedule. Such guide is merely an estimate and cannot be guaranteed.

You acknowledge and agree that: (i) the following items are your builder’s and your responsibilities; (ii) you will use your best efforts to cause your builder to fulfill such responsibilities; and (iii) WISDOM shall have no responsibility or liability with respect to such items:

 

A.Your builder is responsible for assuring that all work is in accordance with the latest edition of all applicable national, state, and local building codes, construction industry standards and other applicable laws.

 

B.Your builder is responsible for obtaining the required permits and inspections from local governmental agencies.

 

C.Your builder is responsible for checking the plans prior to construction to verify all dimensions and details for overall accuracy appropriate to the local conditions.

 

d.Your builder is responsible for working with you on decisions for the final selection of materials such as masonry, floor joists, lumber, structural members, construction panels, roofing, etc., all of which can create variations in dimension and details. For example, if standard lumber joists are used in place of engineered floor joists, the floor-to-floor dimension would vary from the plans and require revised stair dimension and framing.

 

  1. Your builder is responsible for providing standard construction details and practices which will result in a structurally sound and weatherproof finished product.

 

F.Your builder is responsible for all construction means, methods, sequencing, techniques, and safety on the job site of construction workers and third parties.

 

G.Your builder is responsible for assuring that all materials, equipment and components are new and of good quality.

 

h.Your builder is responsible for assuring that all manufactured articles, material, and equipment are applied, installed, connected, erected, used, cleaned, adjusted, operated and conditioned as directed by the manufacturers. Your builder must follow all instruction to sustain and preserve all expressed or implied warranties and guarantees.

 

Pricing and Invoicing

 

  1. Fees are invoiced in advance prior to the commencement of the applicable term. The Customer agrees to pay all invoices within thirty (30) days after date of invoice. Except as set forth in Limited Warranty, all fees paid by Customer are non-refundable. b. WISDOM reserves the right to increase the price of any fees, products or services prior to the commencement of any particular term and will inform Customer of any price increase at time of order.

 

Misprints, Errors, and Prices

 

Although WISDOM strives to provide reliable and current information through WISDOM services, misprints or other errors may occur.  Accordingly, WISDOM reserves the right to change the prices, fees and charges associated with WISDOM products or services at any time and from time to time without any notice or any liability to you or any other person.  If you order a product for which the price was incorrectly displayed in association with WISDOM services, or which is unavailable, WISDOM will provide you with an opportunity to cancel your order.

 

All prices and other amounts related to WISDOM services are quoted in American (US$) dollars.  The total price of your order, which will appear on the completed order form, will include the price of the ordered products plus all applicable taxes and delivery charges.  Taxes will be calculated based on the ship-to location, and the sales tax rate in effect at the time of shipping, if applicable, it being agreed that you will be liable for all sales, use, value added and any other taxes thereto.  Delivery charges will be calculated according to the then current delivery charge schedule.

 

Ordering and Payment

 

WISDOM services contain an invitation to request an order, which are not offers to sell.  Your duly completed and delivered purchase order constitutes your offer to purchase the products or services referenced in your order.  WISDOM will indicate its acceptance of your order by displaying a confirmation page, link or other communication, which you should download, copy, print and keep for your reference, and, if available, by sending a confirmation email to the address specified on your order form.  If your order is not accepted, WISDOM will only reimburse the amounts paid in advance by you, if any, less any reasonable costs for expenses, handling and administration, and will not be liable for any other resulting amounts, losses or damages.

 

Prices displayed on the Web Site are quoted excluding any tax, or shipping and handling costs to the destination, fees for the process of your order and gift-wrapping or ancillary costs. We can accept your orders to the extent of supplies available. We inform you of the availability of items sold on the Web Site on the information page of each item.

 

Any order through the Web Site and delivered outside Canada may be subject to other potential taxes and to duties imposed when the parcel reaches its destination. Those duties and potential taxes related to the delivery of an item are your responsibility. We are not obliged to verify and to inform you of applicable duties and taxes. To know them, we advise you to obtain information from the competent authorities of your country.

 

You may pay for your purchase with debit, credit or payment cards, or by PAYPAL, if you have an account authorized with WISDOM. The cards issued by banks domiciled outside Canada must be recognized bankcards acceptable for payment by WISDOM’s bank. In the case of payment with a debit or payment card, the amount of your order is debited at the time of your order immediately. You may pay your purchase with the following credit cards:  VISA, MasterCard, and American Express or PAYPAL approved credit cards.  The purchase payment will be charged to your credit card immediately upon receipt of the order and if the order is not confirmed, only the amounts actually received, less reasonable expenses, handling and administration fees, will be reimbursed.

 

Because WISDOM strives to fill your order as quickly as possible after it has been accepted, you may not cancel an order after WISDOM has accepted it or sent an order confirmation or email to you or your email address.  WISDOM will also strive to inform you about your order status and may send you related information if available. If you wish to cancel an order that has not yet been accepted, you may request a cancellation by sending an email to:

 

explore@buildyourwisdom.com or calling +1-514-755-1308.

 

However, WISDOM may not receive and process your cancellation request prior to it having accepted and processed your order, in which case your cancellation request will not be effective.

 

Collection and delivery

 

WISDOM ships the products that you ordered to the delivery address (including email if applicable) appearing on your purchase order. Products are shipped FOB at WISDOM’s place of business. You are responsible for freight, insurance, customs, duties and other charges. If applicable, you can take possession of certain products ordered through WISDOM services at certain locations designated by WISDOM. Delivery fees are extra and will be the fees as indicated on the invoice or published from time to time. There will be an electronic invoice only.

 

The delivery address must be a physical address that can be delivered by national or international couriers used by WISDOM and if it cannot be delivered you assume full responsibility thereof for any costs and fees for re-delivery. Such address cannot consist of a postal box or a rural route.

 

WISDOM IS NOT LIABLE IN ANY WAY FOR LOSSES OR DAMAGES SUFFERED BY YOU OR ANY OTHER PERSON ARISING FROM A DELAY OR A DEFAULT OF EXECUTION CAUSED BY CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL OR A DELAY IN THE DELIVERY OF PRODUCTS OR SERVICES THAT YOU ORDERED THROUGH WISDOM SERVICES.

 

Late Payment Charges

 

WISDOM may assess late payment charges per month of the lesser of 1.5% per month (18% per year) or the maximum amount allowable by law for payments not received within thirty (30) days of the date of the invoice.

 

Right of WISDOM to Stop Rendering Services

 

Without limiting WISDOM’s rights under the Agreement at law or in equity, WISDOM may suspend or terminate access to the WISDOM Site or the products and services at its sole option, with or without notice to Customer including if: (i) any payment is delinquent by more than thirty (30) days, or (ii) Customer breaches any provision of the Agreement.

 

If WISDOM stops rendering services on the Project as above, the Customer shall not have any claim whatsoever against WISDOM for any loss, cost, damage, or expense incurred or anticipated to be incurred by the Customer as a result.The rights of WISDOM given by this sub-section are in addition to and not in substitution for any other rights WISDOM may have under this Agreement or otherwise.

 

Taxes

 

The Customer shall be responsible for payment of all taxes. The fees charged to Customer are exclusive of any direct or indirect taxes, consumption taxes, duties, tariffs and any similar levy imposed by a government now or hereafter imposed on the transactions contemplated hereunder and/or payments of fees hereunder (“Taxes”). Customer will make all payments hereunder free and clear of, and without reduction for, any withholding taxes. Upon WISDOM’s request, Customer will provide WISDOM with official receipts issued by the appropriate taxing authority or other evidence of Customer’s payment of Taxes.

 

Third Party Web Site Links and Third Party Content

 

The Site and WISDOM products and services may provide hyperlinks (in the form of a URL) to articles published online by a third party publisher. Third Party web sites are independent from WISDOM and WISDOM is not liable and has no control over Third Party web sites or their businesses, products, services and content. Links with Third Party web sites are only provided as a convenience. WISDOM does not sponsor or support any other web sites, nor the content or products or services that other web sites can offer.

 

Certain information and content provided by such third party publishers are owned by, and in each case is the copyrighted work of, such third party publishers (“Third Party Content”). Customer will not violate any intellectual rights of third party publishers in and to the Third Party Content.

 

Your use of other web sites is at your own risk and you cannot present any claim to WISDOM following your use of other web sites or your operations with owners or developers. Sections stated in Disclaimer, Liability Exclusion, and Liability Limitation of this Agreement applies, with applicable changes, to your access to other web sites, to their enterprises, products, services and content.

 

Prerequisite for Use of

 

Customer is responsible for obtaining and maintaining all computer hardware, software, communications equipment and network infrastructure required to access and use the Site and/or the WISDOM products and services, and for paying all third-party fees and access charges (e.g., ISP, telecommunications, etc.) incurred while using the WISDOM products and services.

 

Permitted Users

 

Access to the Site of WISDOM is not restricted to persons of the age of majority. However, only persons who have reached the age of majority in their jurisdiction and who can form legally binding contracts under applicable law may order WISDOM products or services.  You may only use WISDOM products or services in the manner described expressly in this Agreement.

 

Permitted Uses

 

You agree not to transmit material or use WISDOM services in a way that may be unlawful, defamatory, denigrating, fraudulent, false, harmful, abusive, threatening, invasive of the privacy, intellectual or other proprietary rights of others, or otherwise objectionable including material that illustrates, encourages, defenses, or tends to encourage such conduct or use that could weaken or undermine the value of the name and reputation of WISDOM and Members of the group and suppliers. WISDOM products and services are exclusively provided for your personal use and shall not be published, copied, licensed or resold and any letters, e-mails, news, instructions, or other information obtained through WISDOM services shall not be retransmitted or published in any way, including by e-mail, by spam, by blog, forum or otherwise.

 

WISDOM services shall not be used with any device, software, executable or application program, including robots or “bots” that may directly or indirectly, bypass the proper functioning of WISDOM services or harm or attempt to damage their proper functions, nor impose an unreasonable charge or disproportionate volume to the servers of WISDOM services or to their infrastructures, nor disturb the use or the enjoyment of WISDOM services by other persons.

 

WISDOM is not obliged to monitor or edit the use of WISDOM services, although it reserves the right to do so in its sole discretion.  WISDOM will respond, as it considers appropriate, if it becomes aware of any inappropriate use of WISDOM services and shall have the right to terminate, without prior notice, any rights you enjoy including the right to be a member. Please communicate any violation of this Agreement or inappropriate use of WISDOM services to explore@buildyourwisdom.com.

 

Users who violate this Agreement or use WISDOM services in an inappropriate manner may incur criminal or civil liability, and WISDOM may report perceived violations of applicable law to police enforcement authorities.  WISDOM will co-operate fully with law enforcement authorities in the investigation of suspected unlawful conduct.

 

Use of Documents

 

The Customer may retain copies, including reproducible copies, of plans, sketches, drawings, graphic representations and specifications for information and reference in connection with the Customer’s use and occupancy of the Project. He may not use these documents for additions or alterations to the Project or for any other projects.

 

All fees and reimbursable expenses of WISDOM must be paid in full, as a condition for use of the plans, sketches, drawings, graphic representations and specifications of the Project. The Customer shall not be entitled to keep original models or architectural renderings even if specifically commissioned and shall only have a non-exclusive right of use.

 

Passwords

 

Certain WISDOM services, for instance certain parts of WISDOM web site are only accessible with a username and a unique password. In addition, a password can protect the material transmitted to or displayed on WISDOM services and in this way restrict the access to this material. However, the use of an account password does not prevent WISDOM from having access to the material.

 

If required by WISDOM, the Customer will create or receive a password to login to the Site and access the WISDOM products and services or any storage, Members or other area of the Site. The Customer is responsible for maintaining the confidentiality of Customer’s password and account and agrees not to grant access to third parties and to follow the highest data security principles.

 

Customer is solely responsible for all activities that occur under the Customer’s account. The Customer will immediately notify WISDOM if Customer’s password becomes lost, stolen, is disclosed to an unauthorized third party or is otherwise compromised. Customer further agrees to notify WISDOM of any unauthorized use of Customer’s account or any other breach of security in relation to the Site known to Customer.

 

All user names and passwords remain WISDOM’s property which can cancel or suspend their use at all times without prior notice to you or another person and without engaging its liability towards you or another person. WISDOM is not obliged to verify the identity or authority of a person using a user name or password.

 

THE SECURITY AND CONFIDENTIALITY CONFERRED BY USER NAMES AND PASSWORDS ARE NOT PERFECT AND CAN POTENTIALLY BE HACKED, COPIED OR BYPASSED BY THIRD PARTIES. YOU ACCEPT TO USE THE USER NAMES AND PASSWORDS AT YOUR OWN RISK.

 

Registering for Products and services

 

Customer agrees to provide WISDOM with its current, accurate and complete information when registering for the WISDOM products and services. Customer also agrees to notify WISDOM promptly of any changes to such information.

 

Right of Use

 

Subject to the terms and conditions of the Agreement, WISDOM grants Customer a nonexclusive and non-transferable right to use the products or services while in good standing herein and if all fees are fully paid hereto. If the Customer has acquired additional rights or licenses, as agreed to in writing by WISDOM, then the right of use may permit the Authorized Users located in Canada specified in the ISC to access and use the WISDOM products and services in Canada (limited to the number of Agents and Feeds, as applicable, specified in the ISC) solely for Customer’s Internal Use (defined below) (“Access Right”). As used herein, the term “Internal Use” means for ordinary personal purposes of Customer and does not include provision of products and services for commercial use or for the benefit of other third parties, even if such third parties are related and/or affiliated entities of the Customer. Notwithstanding anything to the contrary in the foregoing, the definition of Internal Use shall not preclude Customer from designating third party consultants who use the WISDOM products and services solely for the benefit of Customer as Authorized Users.

 

Restrictions

 

Customer acknowledges that nothing herein provides Customer with a right to directly access the software that enables the WISDOM products and services or any modifications thereto (collectively, the “Software”) and that such Software will be installed only on servers owned or controlled by WISDOM or its third party service providers and hosted from such servers. Customer shall not exceed the limit of Authorized Users or Agents set forth in the ISC. Customer shall not rent, lease, distribute, sell, resell, use as an application service or for timesharing or service bureau purposes the WISDOM products and services. Customer shall not use the Site, WISDOM products and services, Software, the news, links, search results and/or other content accessed on and through the Site and/or the WISDOM products and services in any other way except as expressly permitted under the Agreement and with WISDOM’s prior written consent.

 

Term

 

The Agreement shall commence on the Commencement Date and shall continue for the Initial Term (as specified in the ISC), unless earlier terminated in accordance with these Terms. Thereafter, the Agreement will automatically renew for successive Renewal Terms that are the same length as the Initial Term, unless either party gives the other party written notice of its intent not to renew at least sixty (60) days prior to the expiration of the Initial Term or then-current Renewal Term. Customer must give notice of intent not to renew via e-mail to explore@buildyourWISDOM.com and WISDOM will confirm acceptance of such notice within seven (7) working days of WISDOM’s receipt of such notice.

 

Termination

 

WISDOM may, at any time and for any reason and in its sole discretion: (a) change, suspend or terminate, temporarily or permanently, the WISDOM services or any part of it; or (b) restrict, suspend or terminate (in whole or in part) your permission to access or use the WISDOM services, all without any notice or liability to you or any other person. If you breach any provision of this Agreement, you may no longer use the WISDOM services.

 

If this Agreement or your permission to access or use the WISDOM services is terminated by you or by WISDOM, then: (a) this Agreement will continue to apply and be binding upon you and any persons you represent, jointly and severally, regarding your prior access to and use of WISDOM services, and anything connected with, relating to or arising therefrom; and (b) WISDOM may continue to use and disclose your personal information in accordance with the Privacy Policy as amended from time to time.

 

Procedure for Termination

 

A Project contract for products, services or additional products or services may not be terminated by the Customer unless Customer provides prior written notice to WISDOM with details of its defaults and such defaults are not cured within ten (10) business days it being agreed that WISODM is not responsible for any breaches, faults or defaults that may be, in whole or in part, attributed to the Customer or any other person. This notice is also applicable in the event the Project is permanently abandoned.

 

In the event of termination, WISDOM shall be paid, within thirty (30) days of the date that an invoice is submitted, for all products or services provided or performed to the effective termination date, together with reimbursable expenses and applicable taxes then due, and all termination expenses.

 

Termination expenses are expenses directly attributable to a suspension or abandonment of the Project, or to a termination, for which WISDOM is not otherwise compensated, and, in addition, an amount computed as a percentage of the total fees for WISDOM’s basic services and additional services earned to the time of termination, as follows:

 

  1. Twenty per cent (20%) addition to the fees if suspension or termination occurs during the schematic design phase.
  2. Ten per cent (10%) addition to the fees if the suspension or termination occurs during the design development phase.
  3. Five per cent (5%) addition to the fees if suspension or termination occurs during a phase subsequent to the design development phase.

 

Effects of Termination

 

Upon expiration or termination of the Agreement, Customer’s Access Rights and any other rights granted to Customer hereunder shall immediately cease and Customer shall return all products and services, including any designs or plans. Termination of the Agreement shall not act as a waiver of any breach of the Agreement and shall not release a party from any liability for breach of such party’s obligations under the Agreement that occurred prior to the effective date of termination. Neither party shall be liable to the other party for damages of any kind solely as a result of terminating the Agreement as provided for herein. Notwithstanding any other provision of this Agreement, in the event of the expiration or termination of the Agreement for any reason, the Customer shall remain responsible for payment in respect of all products and services provided hereunder prior to expiration or termination.

 

Survival

 

The sections applicable after use of any products or services shall survive the expiration or termination of the Agreement in full force and effect, including Effects of Termination, Survival, Taxes, Intellectual Property, Third Party Web Site Links and Third Party Content, Indemnification, Warranty Disclaimer, Waiver of Consequential Damages, Limitation of Liability, Waiver of Consequential Damages, Arbitration, Choice of Law, General Provisions.

 

Privacy Policy

 

Customer’s use of the Site and WISDOM products and services is governed by WISDOM’s then-current Privacy Policy. WISDOM collects, uses, and discloses your personal information, and WISDOM may change the Privacy Policy from time to time in its sole discretion.  Each time you use WISDOM services, you consent to WISDOM’s collection, use and disclosure of your personal information in accordance with the Privacy Policy as it then exists without any further notice or any liability to you or any other person.

 

The current privacy policy is located at

 

http://buildyourWISDOM.com/privacypolicy or such other URL address as indicated from time to time.

 

Intellectual Property, Copyright and Ownership of Services

 

Customer acknowledges that all right, title and interest in and to the Site, WISDOM products and services and Software, including all intellectual property rights therein, are owned by WISDOM. All information (in text, graphical, video and audio forms) and other elements available on or through WISDOM services are owned or licensed by WISDOM, Members of the group and suppliers and others, and are protected by Canadian and international copyright, trade-mark, and other laws.

 

The Customer agrees that the Customer does not acquire any rights in the Site, Software or WISDOM products and services, including all intellectual property rights therein (except for the limited rights granted to Customer under the Agreement). Your use of the WISDOM services does not transfer to you any ownership or other rights in WISDOM services or its content. The Customer shall not represent that it has any rights, title or interest in and to the intellectual property owned by WISDOM.

 

In particular, except as expressly stated otherwise in this Agreement, WISDOM services may not be copied, imitated, reproduced, uploaded, posted, transmitted, modified, indexed, or distributed in any way, in whole or in part, without the express prior written consent of WISDOM.

 

Plans, sketches, drawings, graphic representations and specifications, including computer generated designs, are instruments of WISDOM’s services and shall remain the sole property of WISDOM whether the Project for which they are made is executed or not. They may not be duplicated, reproduced or used for more than one project unless there is a formal agreement stating otherwise. This rule also applies to all electronic files.

 

Submissions or distribution of WISDOM’s plans, sketches, drawings, graphic representations and specifications to meet official regulatory requirements or for other purposes in connection with the Project shall not be construed as publication in derogation of WISDOM’s reserved rights.

 

Trade-mark Information

 

WISDOM, and other marks and logos appearing on the WISDOM services are registered and unregistered trade-marks, trade names, commercial or trade secrets or service marks owned or licensed by WISDOM.  Other product and company names and logos appearing on WISDOM services may be registered or unregistered trade-names or trade-marks of their respective owners. Any use of the trade-names, trade-marks, and logos (collectively “Marks”) displayed on WISDOM services is strictly prohibited.  Nothing appearing on the WISDOM services or elsewhere shall be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any Marks displayed on WISDOM services.

 

PROJECT IDENTIFICATION

 

WISDOM shall be entitled to permanently identify the building as a WISDOM building, with an inscription or otherwise on a suitable and reasonably visible part of the permanent fabric of the building.

 

WISDOM shall be entitled to erect a sign identifying WISDOM and the Consultants at the Place of the Work and shall have the right to use any image, photo, video or reproduction of the Project or any part thereof on its websites, portfolio, blogs, publicity, posts or other communications.

 

Software use Contracts

 

WISDOM may make available third party software through or with respect to WISDOM services. That software is owned by third parties or was granted under license and your download and use of that software is governed by the applicable software license contracts.

 

Links and frames creation

 

The creation of links with WISDOM services or their content without WISDOM’s explicit consent is strictly forbidden. In order to ask the authorization to establish a link with WISDOM services, you may contact us at

 

explore@buildyourwisdom.com .

 

WISDOM reserves the right to cancel or revoke, at any time, for any reason any authorization given, without prior notice to you or any other person and without engaging its liability towards you or any other person. The creation of frames targeting the WISDOM website or its content, in any manner is strictly forbidden.

 

Indemnification

 

Customer agrees to defend, indemnify and hold harmless WISDOM and its directors, officers, employees, agents, representatives, affiliates, parents, subsidiaries, licensors, suppliers, service providers and other contractors (collectively, “WISDOM Indemnified Parties”) from and against any and all claims, actions, demands, damages, losses, liabilities costs, expenses (including attorneys’ fees), causes of action and other proceedings (“Claims”) arising out of or relating to: (a) Customer’s breach of these Terms; (b) Customer misuse of the Site and/or WISDOM products and services; (c) misuse of Customer’s password; (d) violation of the privacy policies and terms and conditions governing Third Party Content and Third Party Web Sites; or (e) Customer’s provision to WISDOM of information or other data in violation of the intellectual property rights of a third party.

 

Limitation of WISDOM’s Obligations

 

In the case that WISDOM is hired to consult or otherwise be involved with design and construction services, WISDOM shall not be responsible for the acts or omissions of the Contractor, Subcontractors, Suppliers or any other persons performing any part of the Work, or for the failure of any of them to respect Contract Documents. Furthermore, WISDOM shall not have control over, charge of supervision of, or responsibility for construction means, methods, techniques, sequences, or procedures or for safety precautions required in connection with the Work.

 

Furthermore, neither WISDOM nor the Customer have control over the cost of labour, material and equipment, over the Contractor’s methods of determining bid prices, or over competitive bidding, market, or negotiating conditions; and therefore WISDOM cannot and does not guarantee nor represent that bids or negotiated prices will not vary from any Construction Cost Estimate prepared by WISDOM.

 

Warranties, License and Consent

 

WISDOM does not claim copyright or ownership in the material submitted to WISDOM services or through them.  Those rights always remain with the original owner, and are not affected by this Agreement in any way.  In order to allow it to operate WISDOM services, however, WISDOM requires that you grant to WISDOM and Members of the group and suppliers a non-exclusive, royalty-free license to access, use, copy, display, and publish (in the context of the exploitation of WISDOM services) all works and material in connection with the operation of the WISDOM services.  In addition, you represent and warrant to WISDOM and Members of the group and suppliers that their use of the materials as well as its use by a third party to whom you give access to your account does not and will not infringe the rights (including copyright, moral rights, and other intellectual property rights and privacy and personality rights) of any other person.

 

Limited Warranty

 

During the term of this Agreement and subject to Customers strict compliance with these Terms, WISDOM will use commercially reasonable efforts to make available the WISDOM products and services to Customer except during any Excluded Events. “Excluded Events” means, collectively, (i) Routine Maintenance (as defined below), (ii) Urgent Maintenance (as defined below) and (iii) any reasons not reasonably within WISDOM’s control, including, without limitation, voluntary down periods initiated by Customer; down periods due to force majeure events, systemic Internet failures, a party’s telecommunications or Internet service providers; a failure in Customer’s hardware, software or network connection; down periods resulting from misuse by Authorized Users (e.g., an unapproved hack or denial of service attack initiated by an Authorized User); and/or illegal third-party activity (e.g., virus attack or network intrusion attempts).

 

In the event that WISDOM fails to use reasonable commercial efforts and the WISDOM products and services is unavailable to Customer for reasons other than Excluded Events (“Outage”) and WISDOM is unable to restore the WISDOM products and services within 3 working days of Customer first notifying WISDOM in writing of the Outage, WISDOM will issue to Customer a credit or refund in an amount equal to the pro-rated charges of one day’s usage fees (calculated by dividing the total subscription fee paid by Customer for the then-current Initial Term or Renewal Term by the total number of days in that Initial Term or Renewal Term) for every day that the WISDOM products and services are unavailable for the Customer due to an Outage.

 

Warranty Disclaimer

 

Except for the limited warranty expressly provided above, the WISDOM products and services, Software, Site, Third Party Content and any information, material and content contained in or presented on or through the foregoing, including any Plans, drawings or designs are provided on an “AS-IS” AND “AS AVAILABLE” basis. To the maximum extent permitted by applicable law, WISDOM makes no other warranties, express, implied, statutory or otherwise, including, without limitation, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND USE OF REASONABLE SKILL, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. To the maximum extent permitted by applicable law, WISDOM makes no representation or warranty as to the accuracy, timeliness, quality, completeness, suitability or reliability of any information or data accessed on or through the WISDOM products and services. WISDOM is not responsible for the deletion or failure to store any Customer communications or personalization and web site customization settings.

 

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WISDOM AND MEMBERS OF THE GROUP AND SUPPLIERS MAKE NO REPRESENTATION, WARRANTY OR CONDITION THAT:

 

(A) WISDOM SERVICES WILL BE COMPATIBLE WITH YOUR COMPUTER AND RELATED EQUIPMENT AND SOFTWARE;

(B) WISDOM SERVICES WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR WILL BE FREE OF ERRORS OR THAT ANY ERRORS WILL BE CORRECTED;

(C) THE USE OF WISDOM SERVICES WILL BE FREE OF VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE OR DISRUPTIVE COMPONENTS;

(D) THE USE OF WISDOM PRODUCTS AND SERVICES WILL NOT INFRINGE THE RIGHTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON;

(E) THE PASSWORD PROTECTING THE MATERIAL THAT YOU USE OR ALLOW OTHERS TO USE RELATED TO WISDOM SERVICES WILL PREVENT ANY NON USER TO HAVE ACCESS

AND WISDOM AND MEMBERS OF THE GROUP AND SUPPLIERS DISCLAIM ANY AND ALL LIABILITY REGARDING SUCH MATTERS TO THE FULLEST EXTENT PERMITTED BY LAW.

 

Waiver of Consequential damages

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WISDOM BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OR LOSS OF BUSINESS, LOST PROFITS OR REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, LOST DATA OR ANY FAILURE OF SECURITY ARISING OUT OF OR RESULTING FROM IN ANY WAY THE WISDOM PRODUCTS AND SERVICES, NEWS, LINKS, SEARCH RESULTS, SOFTWARE, SITE, THIRD PARTY CONTENT, THIRD PARTY WEB SITES AND ANY INFORMATION, MATERIAL AND CONTENT CONTAINED IN OR PRESENTED ON OR THROUGH THE WISDOM PRODUCTS AND SERVICES AND/OR THE SITE, AND/OR THE USE OF OR INABILITY TO USE ANY OF THE FORGOING, WHETHER OR NOT WISDOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES WERE REASONABLY FORESEEABLE.

 

Limitation of Liability

 

To the maximum extent permitted by applicable law, WISDOM’s total, aggregate liability arising out of or in connection with this Agreement shall in no event exceed the total amount of payments made by Customer to WISDOM during the Initial Term or the then applicable renewal Term of the Agreement.

 

System Outages

 

WISDOM will need to perform routine maintenance (“Routine Maintenance”) of the Site and WISDOM products and services that will or is likely  to result in the downtime of the WISDOM products and services, during which all or certain functions of the Site will not be available. WISDOM will use commercially reasonable efforts to provide advance notice to Customer of Routine Maintenance. Notwithstanding the foregoing, if WISDOM determines that immediate maintenance on the Site and/or WISDOM products and services is required (“Urgent Maintenance”), WISDOM can perform such Urgent Maintenance at any time and for any period of time (as determined by WISDOM), and WISDOM will use commercially reasonable efforts to provide Customer with notice of Urgent Maintenance as soon as reasonably practicable under the circumstances.

 

Unsolicited Submissions

 

WISDOM hopes that you find WISDOM services to be an innovative and valuable service and we welcome your feedback (send comments to explore@buildyourwisdom.com ).  However, WISDOM does not accept unsolicited ideas, including ideas for new advertising campaigns, new or improved products, plans, designs, services or technologies.  The purpose of this policy is to avoid potential misunderstandings or disputes.  Accordingly, please do not send any unsolicited ideas, drawings, plans, designs, suggestions or other materials (“Unsolicited information”) to WISDOM.

 

If you do send unsolicited information to WISDOM, WISDOM must have the right to use them. Therefore, you grant (or warrant that the owner of the Unsolicited information grants) to WISDOM and its assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, assignable, transferable, sub-licensable, right and license to copy, modify, publish, create derivative works from, distribute, display and otherwise use the Unsolicited information or any ideas, concepts, know-how or techniques associated with the Unsolicited information for any purpose whatsoever. You also agree, represent and warrant that all moral rights in the unsolicited information are waived in favour of WISDOM and its assigns.

 

Promotions, Discounts and contests

 

From time to time WISDOM may offer special promotions, coupons, or discounts on products or services purchased through the WISDOM services.  All such promotions and discounts are subject to specific terms and conditions.  WISDOM services may also make contests available to users of the WISDOM services. All contests are governed by this Agreement and any specific applicable Contest rules which WISDOM may provide.  By participating in a contest through the WISDOM services, you signify your agreement and acceptance of this Agreement and any applicable Contest rules that WISDOM may provide.

 

Choice of Law

 

WISDOM controls WISDOM services from Montreal, Quebec. This Agreement and all related matters are governed solely by the laws of Quebec, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws.  The Customer irrevocably agrees that all disputes arising out of or in connection with this Agreement shall be finally settled before the Courts of Quebec sitting in the City of Montreal, Quebec, Canada, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those Courts in respect of all Disputes. Any proceeding with respect to a dispute must be introduced before a competent Court in the city of Montreal, Quebec, in Canada in the 6 months following date when the Dispute arose; thereafter your right to introduce a procedure or claim is waived and extinguished.

 

General Provisions

 

Except for Customer’s payment obligations, neither party shall be liable for any delay or failure in performance (except the payment of fees due hereunder) due to causes beyond its reasonable control. A party’s waiver of a breach or default by the other party of any provision of the Agreement shall not be construed as a waiver of any succeeding breach or default by the other party, nor shall a party’s failure to exercise or enforce any right or provision of the Agreement be deemed to be a waiver of such right or provision.

 

The Agreement contains the entire agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior or contemporaneous communications, representations, agreements and/or undertakings, either verbal or written, between the parties in respect of said subject matter.

 

WISDOM may, in its sole discretion, change, supplement or amend this Agreement as it relates to your future use of the WISDOM services from time to time, for any reason, and without any prior notice or liability to you or any other person.  You may not change, supplement, or amend this Agreement in any manner.

 

WISDOM may freely assign the Agreement and the rights and obligations hereunder to any other party, it being agreed that the benefits and rights of WISDOM herein shall enure to WISDOM, its affiliates, subsidiaries and other person part of their organization or working group, including any subcontractors thereto. Neither this Agreement nor any obligation or right hereunder, including without limitation the access right, may be assigned or transferred by Customer without WISDOM’s prior written consent, which consent will not be unreasonably withheld; provided, however, Customer may assign this Agreement in whole without WISDOM’s prior written consent to a successor in interest in connection with a death or permanent incapacity on condition that such successor in interest agrees in writing to comply with all terms and conditions of this Agreement.

 

If any provision of the Agreement shall be determined to be invalid, unlawful, or unenforceable to any extent, then such term shall be enforced to the maximum extent permitted by law and the remainder of the Agreement shall not be affected thereby and shall remain in full force and effect.

 

Customer and WISDOM agree that notices may be sent by electronic mail, to the electronic mail address indicated on the ISC, or then-current electronic mail address provided by a party to the other party and designated as the proper electronic mail address, and agree that notices are deemed received forty-eight (48) hours after transmission. Each party agrees that any electronic communications will satisfy any legal communication requirements, including all such communications required by the applicable laws to be in writing.

 

The Parties confirm that it is their wish that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only. Les parties aux présentes conferment que c’est leur volonté que la présente convention de meme que tous les documents, y compris les avis, s’y rattachant, soient redigés en anglais seulement.

 

Other Matters

 

The provisions of this Agreement will inure to the benefit of and be binding upon each of WISDOM and Members of the group and suppliers and each of their respective successors and assigns and related persons, and you and your heirs, executors, administrators, successors, and personal representatives (and those of any person you represent).

 

You and the persons you represent may not assign this Agreement or the rights and obligations under this Agreement without the express prior written consent of WISDOM, which may be withheld in WISDOM’s sole discretion.  WISDOM may assign this Agreement and its rights and obligations under this Agreement without your consent or the consent of any persons you represent.

 

No consent or waiver by any party to or of any breach or default by any other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party.

 

You and the persons you represent (on the one hand) and WISDOM and Members of the group and suppliers (on the other hand) are independent contractors and no agency, partnership, joint venture, employment or franchise relationship is intended or created by this Agreement or your use of the Web Site.

 

Any rights not expressly granted by this Agreement are reserved to WISDOM.

 

Contacting WISDOM

 

WISDOM would always like to hear from you.  You may contact WISDOM by telephone, email, or postal mail as below:

 

Telephone:        1-514-755-1308

Email:               explore@buildyourwisdom.com

Postal Mail:       DESIGN WSDM INC

642 rue de Courcelle, Montréal, Québec, H4C 3C7

 

AGREED AND ACCEPTED.