TERMS OF SALE — SOFTWARE LICENCES
Process Weave Inc.
01 — What these terms cover
These are the standard terms on which Process Weave Inc., an Alberta corporation, sells and resells third-party software licences and subscriptions.
They cover the sale of licences only. They do not cover services. If you want us to design, configure, migrate, support, or manage anything, that is a separate engagement under a separate agreement.
02 — We are a reseller
We resell software published by other companies. We are not the publisher, author, or owner of that software, and we do not modify it.
Our role is to place your order, arrange your entitlements, and bill you. What you are buying is a licence from the publisher, sold through us.
03 — The publisher’s terms govern your use
Your use of the software is governed by the publisher’s own licence agreement, terms of service, acceptable use policy, service levels, and privacy terms — not by these terms. Those agreements are between you and the publisher.
Before we place an order, you are responsible for reviewing those terms and for accepting them where the publisher requires you to accept them directly. Some publishers require you to sign or click through their customer agreement in your own name; we cannot do that for you.
By ordering through us, you confirm you have read and accepted the applicable publisher terms and that you are authorized to accept them for your organization.
04 — Orders
We provide a quote. An order is placed when you accept that quote in writing, or issue a purchase order referencing it, and we confirm.
Quotes are valid for the period stated on them, or thirty days if none is stated. Prices, availability, and entitlement rules are set by the publisher and can change before an order is placed.
Purchase orders and vendor portals are for your administrative convenience. Any additional or conflicting terms in them have no effect unless we agree to them in a signed document.
05 — Quantities and entitlement
You choose the products, editions, quantities, and term. We order what you tell us to order.
You are responsible for buying the right licences for how you actually use the software — the right edition, the right user or device counts, and any prerequisites. We are not responsible for shortfalls, over-deployment, or the outcome of a publisher audit or true-up, and any resulting charges are yours.
06 — Delivery and provisioning
We deliver licence keys, entitlement confirmations, or portal access by email to the contact you name. Delivery is complete when we send it.
Where provisioning happens in a publisher’s platform under a partner or reseller relationship, that relationship is administrative. It does not give us rights to your data beyond what the publisher’s terms and your own configuration allow, and you can end it with the publisher at any time.
07 — Commitment, price, and payment
Licences are sold on a twelve-month commitment unless the quote says otherwise. You are committing to the full term at the quantities shown on the quote.
We invoice monthly in advance against that commitment. Monthly invoicing is a payment schedule, not a shorter term. It does not make the licences month-to-month, and it does not give either of us a right to walk away at the end of a month.
Prices are in Canadian dollars unless the quote says otherwise, and exclude GST and other applicable taxes, which we add and you pay. If you claim a tax exemption, give us valid documentation before we invoice.
Invoices are due thirty days from the invoice date.
Overdue amounts carry interest at 1.5% per month (19.56% per year), calculated from the due date.
Dispute an invoice within fifteen days of receiving it, in writing, with your reasons, and pay the undisputed portion on time. You may not set off amounts owed to us against any other claim.
If you stop paying or end an order before the committed term is up, the remaining months of that term become due immediately.
08 — Term, renewal, and price changes
Each order runs for twelve months from the date we provision it (the “committed term”), and renews automatically for a further twelve months unless you give us written notice not to renew, at least thirty days before the anniversary or by the publisher’s deadline if that is earlier.
The monthly rate is fixed for the committed term. Taxes and government or regulatory charges are the exception and are passed through as they change.
Renewal is at the then-current price. Where the publisher raises its price, changes its packaging, or changes its terms, we pass that through at renewal, and mid-term only where the publisher applies the change to committed terms. We will give you as much notice as the publisher gives us.
09 — Cancellation and changes
Committed-term orders are non-cancellable and non-refundable once placed. Stopping your monthly payments does not cancel the commitment, and the balance of the term stays payable.
Where the publisher allows a cancellation or reduction window, it is short — often only a few days from provisioning — and we can only act within it if you tell us in time.
You can add seats at any time. Added seats co-terminate with the existing anniversary, are billed monthly for the remainder of the term, and carry the same commitment for that remainder.
Seat reductions take effect at renewal, on the anniversary, and need the same thirty days’ written notice, unless the publisher permits a mid-term reduction.
Perpetual licences, keys, and digital downloads are non-returnable once delivered.
If a publisher charges us for an order we placed on your instruction, you are responsible for that charge even if you later change your mind.
10 — Support and service levels
Support, uptime commitments, and service levels come from the publisher, on the publisher’s terms. We are not providing support under these terms.
Where the publisher offers a partner-assisted support channel, we may pass your request through as a courtesy. That is not a service commitment, carries no response time, and does not make us responsible for the outcome.
11 — Warranty
We warrant that we are authorized to resell the licences we sell you and that you will receive the entitlements described on the quote.
Everything else about the software — that it works, that it is fit for your purpose, that it is secure, available, error-free, or free of infringement — is the publisher’s to warrant, on the publisher’s terms. To the extent permitted by law, we give no warranties of our own about the software, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
We pass through to you whatever warranty, remedy, indemnity, or credit the publisher gives, to the extent the publisher permits us to.
12 — Publisher acts and changes
We are not liable for anything the publisher does or fails to do. That includes outages, defects, data loss, security incidents, suspension or termination of your account, changes to features, packaging, or terms, price increases, end-of-life and end-of-support decisions, and refusal to honour a warranty or credit.
13 — Limitation of liability
To the extent permitted by law, neither of us is liable for indirect, incidental, consequential, special, or exemplary damages, or for lost profits, revenue, business, data, or goodwill — whether the claim is framed in contract, tort, or otherwise, and whether or not the loss was foreseeable or we were advised of it.
To the extent permitted by law, our total aggregate liability for all claims relating to an order is limited to the amount you paid us for the specific licences giving rise to the claim in the three months before the event that gave rise to it.
These limits do not apply to your obligation to pay, to either party’s breach of confidentiality, or to liability that cannot be limited under applicable Alberta or Canadian law. Nothing here shortens any limitation period.
14 — Indemnity
You will indemnify us against claims, losses, and reasonable legal costs arising from your use of the software, your breach of the publisher’s terms, your under-licensing or over-deployment, or your breach of these terms.
15 — Confidentiality
Each of us will protect the other’s confidential information, including pricing, use it only for the purpose it was shared, and disclose it only to people who need it and are bound to equivalent obligations. This runs for three years after the last order. Where a separate confidentiality agreement is in place, that agreement governs.
16 — Personal information
We collect and use your contact and billing information to place orders and administer your account, in accordance with our Privacy Policy and applicable Alberta and Canadian privacy law. Where a publisher requires us to share your details to provision or support your entitlements, we share only what is needed.
17 — Termination
Either of us may stop placing new orders at any time, on notice. Orders already placed run to the end of their committed term and remain payable in full.
If you are more than thirty days overdue, we may decline to place further orders and may decline to renew existing ones, and the unpaid balance of any committed term becomes due immediately. Where non-payment causes a publisher to suspend or cancel your entitlements, that is not our responsibility.
18 — General
Notices must be in writing, sent to the addresses on the quote, or to info@processweave.ca for notices to us. Email is sufficient, and a notice is deemed received on the next business day after it is sent.
Neither of us may assign without the other’s written consent, which won’t be unreasonably withheld. Either of us may assign to a successor in a merger, reorganization, or sale of substantially all assets, on notice.
Nothing here creates a partnership, joint venture, agency, or employment relationship between us.
These terms and the applicable quote are the whole agreement between us on their subject matter. Changes must be in writing and signed by both of us. A failure to enforce a provision is not a waiver of it. If any provision is found unenforceable, the rest remain in effect.
These terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable in Alberta, and both of us submit to the exclusive jurisdiction of the courts of Alberta.
We may update these terms from time to time. The version in effect when an order is placed applies to that order for its term.