General Terms and Conditions of Service
Last updated: April 24, 2021
Welcome to Billdr!
The following general terms and conditions of service (the "Terms and Conditions" or this "Agreement") consist of an agreement that is in full force and effect between the client ("Client") and the general contractor ("General Contractor") (the Client and General Contractor being collectively referred to as the "User" or "you" or "your") and Billdr Canada inc. ("Billdr", "we", "our"), governing your use of the Website accessible via billdr.co, as well as all other services linked to it and used by Billdr (collectively referred to as the "Website"), applications for cell phones, tablets, and any other smartphones developed and/or used by Billdr (collectively referred to as the "Application") (the Website and Application to be collectively referred to as the "Billdr Services") in Canada. For the purposes of the present agreement, the Users and Billdr shall be collectively referred to as the "Parties" or individually as the "Party".
By accessing the Billdr Platform you expressly acknowledge that you understand and accept these Terms and Conditions.
IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE BILLDR PLATFORM AND MUST IMMEDIATELY STOP USING THE BILLDR PLATFORM, IN ACCORDANCE WITH YOUR OBLIGATIONS AS DESCRIBED HEREIN
1. The Billdr Platform
1.1 The Billdr Platform is a public online marketplace (Online Marketplace) that puts Clients and General Contractors into contact with one another, with the aim of completing the construction project (the "Project") that the Client posts on the Billdr Platform. Each User must create a User account in order to access the Billdr Platform. For the purposes of this agreement, the construction services provided by the General Contractors to the Clients within the framework of the Billdr Platform shall be collectively referred to as the "Services". All decisions taken by a User to offer or accept Services are taken at the sole discretion of the User and create a legal relationship between the General Contractors and any given Client, to the full exoneration of Billdr.
1.2 Billdr will not acquire nor sell, provide, control, administer, offer or deliver in any way the Services, Billdr acting only as an intermediary in the contractual relationship between the General Contractors and the Client. The Clients are solely responsible for their Project and the General Contractors are solely responsible for the Services provided. When the Users carry out or accept a Project, a contractual relationship is created directly between them. It is the responsibility of the Users to agree amongst themselves on the terms, conditions, and modalities of payment that will govern the execution of the Project, while using the Billdr Platform. Billdr is not and will in no way become a party to or otherwise participate in any contractual relationship between the Users, and at no point will Billdr be considered a broker. Billdr will not act as an agent in any capacity for a User.
1.3 To avoid any ambiguity, any quote and/or cost estimate and/or cost study that may be provided by General Contractors will not have the effect of binding the Users and only a formal agreement between the Users on a fixed price following the acceptance of a quote and subsequently, for an adjustment to the fixed price by a Change Order, will serve as a bilateral agreement and in no way will Billdr be a part of this agreement, nor bound, in any way whatsoever, by the exchanges between the Users.
Likewise, Billdr will not be a party to, nor responsible for any Change Orders that may occur during the course of the Project and/or any dispute arising at this point, in particular, if such a dispute concerns the sufficiency and/or clarity of the information published and/or transmitted via the Billdr Platform by the Users.
1.4 Billdr has no control over, nor guarantees in any way, the following contractual elements between the Users:
i. the legality, compliance with applicable laws and regulations, feasibility or suitability of any Project, as well as any proposals and/or quotes made in relation to a Project;
i.i the veracity of any Rating, Review or other Content provided by the User, including the exactitude and precision of any calculations or measurements as well as any general descriptions or explanations made in relation to a Project;
i.i.i the precision, compliance with applicable laws and regulations, conformity or the sufficiency of any plan, sketch, or design (where applicable);
i.v any declaration, affirmation, presentation, abstention and more generally, any behavior of the Users on the Billdr Platform;
v. the financial assessment and economical feasibility of any Project proposed by the Client, as well as the financial assessment provided in any Quote by the General Contractor provided for the Project;
v.i the content of any document exchanged between Users, nor the authenticity or the provenance of said documents;
v.i.i the integrity, security, or conformity of any Project that is being discussed and/or proposed by the Users;
Any and all mention of acceptance and/or validation that may appear on the Billdr Platform in no way refers to an acceptance and/or validation of any of the above-mentioned elements by Billdr but simply indicates that the Users have completed every step required for the appropriate use of the Billdr Platform.
Billdr does not provide any support, validation, inspection, nor guarantee with respect to any User, Project, or Service whatsoever. Any reference to a User as being "verified" and/or "accepted" (or any other similar language) only indicates that the User in question has completed the steps required to be admitted to the Billdr Platform.
At no time shall such use of such words be considered as a guarantee of payment or quality, or a certification or guarantee by Billdr relative to any Project or Service or any given User, including their identity or background or if the User is an honest or trustworthy person. Before accepting a Project or agreeing to the Services being carried on, the Client must always complete its own due diligence and always act with prudence and diligence. All the User content published on the Billdr Platform is for information purposes only to showcase the Client's Project and the General Contractor’s Services and cannot at any time be considered as a guarantee or an undertaking from Billdr with respect to them.
1.5 By choosing to use the Billdr Platform, Users do not become party to a contractual agreement with Billdr with respect to any Service or Project and Billdr shall remain at all times the third party. Equally, in no way can Users be equated with employees, agents, representatives, or trustees of Billdr.
Any Project featured on the Billdr Platform remains the project of the Client, for which the Client assumes sole and entire responsibility and accountability and it must be clearly understood that the use and publication of any content remain the sole responsibility and initiative of the Client.
Likewise, the publication of any and all quotes, proposals, negotiations, exchanges, addenda, or price modifications by a General Contractor cannot in any way be attributable to Billdr, in content or in form, and such a publication is considered to be solely and entirely attributable to the General Contractor.
All exchanges, negotiations, writings, or other document or contractual agreements produced by the Users shall be considered part of the exclusive contractual agreement existing between them and do not involve, nor are they the result of any initiative of, Billdr.
1.6 In order to promote the Billdr Platform and increase the exposure of the Projects, a User's content may be featured on other websites, applications, emails, and on- or offline advertising. In order to assist Users who speak a foreign language, the Projects and other User Content may be translated in whole or in part into other languages by using translation services (i.e. Google Translate) and consequently, Billdr may not be held accountable for the accuracy of such translations. At no point shall Billdr be held responsible for an erroneous or inaccurate translation.
1.7 The Billdr Platform may contain links to third-party Websites ("Third-Party Websites") and such Third-Party Websites may be subject to different terms and conditions and practices concerning the use of your personal information. Consequently, Billdr cannot be held responsible for the availability or accuracy of such Third-Party Websites nor for the content, products, or services available on such Third-Party Websites.
1.8 Due to the nature of the internet, Billdr cannot guarantee the continuous, uninterrupted availability and accessibility of the Billdr Platform. Billdr may temporarily suspend the availability of the Billdr Platform or certain parts or components of said Platform if Billdr judges, at its sole discretion, that modifications must be brought to the Billdr Platform to protect the security and entirety of its servers, or for the purpose of maintaining or improving the Billdr Platform. You recognize and acknowledge that Billdr may occasionally improve or modify the Billdr Platform or occasionally introduce new Billdr Services.
2. Modifications to the Agreement
2.1 To the extent permitted by law, Billdr may occasionally modify at its sole and absolute discretion any part of the Terms and Conditions of this Agreement. However, such modifications will be binding to the User only insofar that Billdr has sent out, at least thirty (30) days preceding the coming into effect of the modifications, a clear and legible written notice exclusively containing the new clause or the modified clause, as well as the earlier version and the date at which the modification comes into effect. The User can refuse the modification and terminate its use of the Billdr Platform free of charge or termination penalty. However, the User shall remain liable, at its sole costs, towards any other User for any ongoing Projects and/or Services, where applicable. To the extent permitted by law, the continued use of the Billdr Platform by a User after any such modification will constitute an acceptance of said modification.
3.1 In order to access and use the Billdr Platform or to open a Billdr Account, you must be eighteen (18) years old and/or a legal person, company, partnership or other legal entity duly organized in accordance with the applicable laws of the province in which you reside and are able to enter into and conclude contracts.
3.2 Billdr may subject the access to and the use of the Billdr Platform or certain components of the Billdr Platform to certain conditions or requirements such as the obligation to complete a process of verification related to a criminal record, meeting quality requirements or eligibility criteria, providing documents, information, permits, licenses or other similar documents in accordance with the laws and applicable regulations of your province, meeting a certain standard regarding your Rating or Reviews received and/or verifying your history of providing Services and/or publishing Projects. Such requirements shall not constitute a validation by Billdr of a User’s qualifications or expertise with respect to Services.
3.4 Billdr assumes no responsibility for the confirmation of a User's identity. Notwithstanding the above, for purposes of transparency and to prevent any and all fraud and to the extent permitted by the applicable laws, Billdr may, but is in no way obliged to, i) request that Users provide proof of government-issued identification or other information or undertake additional verifications in order to allow Billdr to confirm the identity or background of the User and ii) when Billdr has sufficient information to identify a User, obtain or request to obtain the criminal record of said User.
3.5 Access to and use of certain components of the Billdr Platform may be subject to separate policies, norms, and standards or may require that you accept additional terms and conditions before gaining access to or using certain components of the Billdr Platform. In the event that there is a conflict between the provisions of these Terms and Conditions and the applicable terms and conditions of another part of the Billdr Platform, the terms and conditions of such other part of the Billdr Platform will take precedence, except if otherwise specified in said terms and conditions.
3.6 If you access or download the Application from Apple's Appstore or Google's Play Store, you accept all the licensing terms and conditions from Apple and the Google Play Store. It is possible that, during your use of the Billdr Platform, Google Maps / Google Earth are opened and your use of these services is subject to the terms and conditions of Google / Maps Google Earth.
4. Opening a Billdr Account
4.1 To access and use the Billdr Platform, you must open an account ("Billdr Account") to publish a Project or provide Services. In the event that you create a Billdr Account for a company, organization, or other legal entity, you represent and guarantee that you have the legal authority to bind the aforementioned entity and you give permission and license to Billdr in accordance with these Terms and Conditions.
4.2 You may open a Billdr Account by using an email address and creating a password or, where possible and accepted, you may open an account through social media providers such as Facebook and Google ("Social Media Accounts").
4.3 When you open a Billdr Account, it is your responsibility to provide accurate, complete information and keep it up to date at all times.
4.4 You may not open more than one Billdr Account, nor give up or otherwise transfer your Billdr Account to another party.
4.5 You are responsible for maintaining the privacy and the security of your Billdr Account and to not disclose the information of your Billdr Account to anyone. In the event that you discover or have reason to suspect that your Billdr Account information has been stolen, lost or otherwise compromised, you must immediately notify Billdr. You acknowledge and accept being responsible for all activity conducted through your Billdr Account.
4.6 Subject to the terms and conditions herein, Billdr can at any time impose additional terms and conditions for the opening of a Billdr Account.
5. User Content
5.1 Billdr can, occasionally and at its sole and absolute discretion, permit Users to i) create, download, publish, transmit, receive and exchange content such as text, photos, videos or other materials and information on or through the Billdr Platform (the "User Content"); ii) access and post the User Content and all content that Billdr may make available on or through the Billdr Platform, including content belonging to Billdr and all content granted under license or authorized to be used through Billdr by a third party ("Billdr Content" and collectively with the User Content, the "Content").
5.2 The Billdr Platform, Billdr Content, and User Content may, in whole or in part, be protected by copyright, trademark, and/or other applicable laws of Canada and other countries. You recognize and acknowledge that the Billdr Platform and the Billdr Content, including all the associated intellectual property rights, are and will remain the exclusive property of Billdr and/or its licensors or third parties allowing for their usage. You will not remove, alter, or otherwise challenge the copyrights, trademarks, or other notices of intellectual property rights in or accompanying the Billdr Platform, the Billdr Content, or the User Content. All trademarks, brands, logos, trade names, and other intellectual property of Billdr's or linked to the Billdr Platform and the Billdr Content are trademarks registered by Billdr in Canada, the United States, and other countries, where applicable. You recognize and acknowledge that the trademarks, service marks, logos, trade names, and other intellectual property rights of third parties used in association with the Billdr Platform, the Billdr Content, and/or the Content are used for identification purposes only and may be the property of their respective owners.
5.3 You will not use, copy, adapt, modify, prepare, distribute, license, sell, transfer, publicly display, share, or otherwise exploit the Billdr Platform or Content, except insofar as you are the owner in good standing of the User Content or in accordance with the present Terms and Conditions. No license or right is implicitly or otherwise accorded to you by virtue of intellectual property rights being controlled by or the property of Billdr or its licensors except for the licenses and rights accorded herein.
5.4 Subject to your respect of the present Terms and Conditions, Billdr grants you a limited, non-exclusive, non-transferable, revocable sub-license to i) use the Website ii) download and use the Application on your personal devices, and iii) access and look at any Content made available to you on or through the Billdr Platform for your personal and non-commercial use.
5.6 You are solely responsible for any and all User Content that you make available on or through the Billdr Platform. Consequently, you represent and guarantee that i) you are the sole owner of the User Content that you have made available on or through the Billdr Platform and that you have every right, title and interest, license, and consent necessary to grant Billdr the rights to the User Content in question as provided herein, and ii) neither the User Content nor your publication, download, submission or transmission of any User Content or the use by Billdr of the User Content or any part of the User Content as envisaged herein will violate any third party intellectual property rights such as copyrights, trademarks, trade secrets, moral rights or other intellectual property rights or result in the violation of any applicable laws and regulations.
5.7 You will not publish, download or share any User Content that i) is fraudulent, fake, misleading, or untrue; ii) is libelous, obscene, pornographic, vulgar, or hurtful; iii) promotes discrimination, racism, hate, or any similar sentiment against an individual or group; iv) is violent, menacing or promotes violence or menacing behavior against anyone; v) violates any policy occasionally modified by Billdr. Billdr may, without advance notice, remove or restrict access to any User Content judged by Billdr to be in violation of all applicable laws, the present Terms, and Conditions, or any policy or norm of Billdr's currently in effect that might harm Billdr, its Users, third parties or its properties.
5.8 Billdr respects all copyright laws and expects its Users to comply equally. If you believe that any content on the Billdr Platform violates any intellectual property laws that you may have, please inform us.
6. Billdr Service Fees
6.1 As a measure of compensation or consideration for the use of the Billdr Platform, Billdr is entitled to charge General Contractors a fee on the sum(s) they receive in return for Services provided to the Client (the "Billdr Services Fees").
6.2 As more fully described in the General Terms and Conditions of Payment, transaction fees for Users may be required by service providers working for Billdr such as, without limitation, Stripe Canada Payment Services Ltd. and/or PayPal Canada Co. in order to process their transactions (the "Transaction Fees").
6.3 For any information related to the Billdr Service Fees and the Transaction Fees and the ways in which they can apply and be calculated, we refer you to the General Terms and Conditions of Payment.
7. Specific conditions for Clients
7.1 When you create a Project and publish it on the Billdr Platform, you must to the extent that is possible:
a. provide as much information as possible on your Project, notably: i) is it an existing construction or new construction? residential, commercial; ii) the kind of work, renovation, transformation, repairs, maintenance; iii) kind of room/ space; iv) nature of the work to be done; v) provide plans (if applicable); vi) do you need an architect?; vii) dimensions; viii) measurements; ix) required materials; x) start date; xi) projected finish date for the work; and xii) total duration of the work, etc.
b. disclose, to the greatest extent possible, all the foreseen difficulties, restrictions, and requirements that may arise and provide all other information that may be required by the Billdr Platform. You are responsible for keeping all information related to your Project up to date at all times. All the terms and conditions or information included in the description of your Project cannot conflict with our Terms and Conditions.
7.2 The images, animation, and videos (collectively referred to as "Client's Images") used in your project must accurately reflect the quality and condition of your project. Billdr may require that projects featured on the Billdr Platform respect certain conditions, namely the image format, the number of images, the resolution, etc.
7.3 You accept and acknowledge that the preliminary cost estimate of your Project published on the Billdr Platform is for reference purposes only and Billdr does not guarantee or make any representations to the effect that the General Contractor will complete your Project at said cost. The final cost of your Project may vary depending on many variables beyond the control of Billdr namely the labor costs of the General Contractor, the cost of materials, the cost of Change Orders, etc.
7.4 The position and rank of your Project in the search results of the Billdr Platform may depend on and vary according to numerous factors such as, but not limited to, the research parameters of the General Contractors, requirements, price, availability, the number and quality of of the Client's images, search history, Ratings, Reviews, etc. Billdr in no way incurs any responsibility regarding the position and rank of your Project within the search results of the Billdr Platform.
7.5 When you accept a Quote provided by a General Contractor, you accept and acknowledge that a legal contract has been formed between you and the General Contractor and you acknowledge that you must pay the General Contractor the sum indicated on the Quote and on any subsequent Change Orders, if need be, as well as any applicable taxes for the Services, all in accordance with the terms and conditions of the contract concluded between you and the General Contractor. Billdr is not part of this contract and assumes no liability in connection with such contract between you and the General Contractor.
8. Specific conditions for General Contractors
8.1 A General Contractor who has been cleared by Billdr and who has an active Billdr Account may begin to use the Billdr Platform to find Projects that interest him/her. Before sending out the quote ("Quote") to a Client, the General Contractor may request additional information related to the Client's Project and communicate with the Client at the number indicated on the Client's project page, organize a visit, add, remove or modify tasks in the Project and/or request additional details.
8.2 The General Contractor, after having relayed his request for information to the Client in compliance with paragraph 8.1, must submit a fixed price to the Client, by breaking down and including the applicable taxes.
8.3 The General Contractor is solely responsible for establishing the price indicated in the Quote, including all applicable taxes and subject to the change orders ("Change Orders") accepted by the Client and/or the General Contractor, you may not, after acceptance by the Client, demand a price higher than your Quote.
8.4 The General Contractor is obligated to complete the Project according to the conditions agreed upon in the Quote including the price submitted in the Quote and respecting the agreed-upon time frame, and only a Change Order accepted by the Users will allow the General Contractor to claim additional sums to the initial fixed price established in the Quote. The General Contractor must, at all times and at its sole cost, have and maintain in full force and effect a civil liability insurance policy as well as a "builder’s risks" insurance policy covering the amounts for the Services the General Contractor provides and in compliance with the thresholds required (in Quebec the threshold for minimum coverage being established at $2,000,000);
8.5 Once the Project is completed, the General Contractor agrees to provide Billdr with a certificate or any other document occasionally requested by Billdr, at its sole discretion, in order to certify that the Project is completed and also a certificate or receipt or any other document confirming that the General Contractor has been paid for the Services it performed.
8.6 The General Contractor recognizes and acknowledges that where payment(s) have been made by the Client for Services that the General Contractor has provided, the General Contractor will occasionally receive through Billdr monies collected and the General Contractor accepts that Billdr is entitled to charge and deduct Billdr Service Fees for the sum(s) received from the Client, as is indicated in greater detail in the General Terms and Conditions of Payment.
8.7 In addition to any applicable legal warranties, the General Contractor accepts and acknowledges that the Services he/she provides to the Client are guaranteed for one (1) year against pre-existing defects, or defects discovered in the year following the Services rendered, and this warranty is, notwithstanding any conventional manufacturer's warranty, applicable to the goods provided and/or installed by the General Contractor during the execution of the Project.
9. Change Orders
9.1 If during the course of the Project, the Client wishes to modify its Project in any way that involves a variation in cost and/or delays related to the Quote, the Client must deliver a change order to the General Contractor who may accept, modify or refuse it (hereafter the "Change Orders"). Similarly, the General Contractor, during the course of the Project, may submit a Change Order to the Client if he/she considers it necessary and the Client may accept, modify or refuse it.
9.2 All Change Orders mutually accepted by the Users bind them and constitute a modification to the agreement binding them with respect to the Project and the Services, and does not bind nor create any obligations with respect to Billdr.
10. Representations et and warranties
10.1 By providing Services on or through the Billdr Platform, the General Contractor represents and warrants that:
a) the General Contractor possesses all the licenses, permits, and other authorizations needed to provide Services in the jurisdictions in which the General Contractor is providing the Services;
b) the Services that the General Contractor provides will be in compliance with the Quote accepted by the Client, will be of good quality, and will respect best applicable practices, all in accordance with the rules, regulations, and norms applicable within the jurisdiction in which the General Contractor will provide the Services;
c) the Services that the General Contractor provides will be completed within the agreed-upon Project time frame and if not, the General Contractor will inform the Client without undue delay;
d) the General Contractor will not engage in any false representation relative to the General Contractor’s experience or ability to provide the Services or the General Contractor’s status;
e) the General Contractor agrees, in providing the Services, not to operate outside of the Billdr Platform by requesting that the Client pay in cash or by using a credit card reader (ex.: Square) to accept payment or to engage in any other activity that is not in compliance with your obligations regarding this Agreement or the General Terms and Conditions of Payment. The General Contractor also agrees not to accept or solicit additional work from the Client outside of the Billdr Platform and without Billdr’s approval;
f) the General Contractor accepts and acknowledges that Billdr may request information regarding your criminal record;
g) the General Contractor has a civil liability insurance policy as well as a "builder’s risks" insurance policy covering amounts appropriate for the Services the General Contractor provides and in compliance with the thresholds required (in Quebec the threshold for minimum coverage being established at $2,000,000);
h) the General Contractor will pay all applicable federal, provincial, municipal, and other taxes related to the amounts owed for the provision of the Services.
10.2 By presenting Projects and/or agreeing to Quotes, on or through the Billdr Platform, the Client represents and guarantees that:
a) he or she has obtained or will obtain all the necessary authorizations and permits from any municipal or governmental authority and from any relevant third party for the completion of his or her Project, within the time frame expected in the jurisdiction in which his or her Project will be done;
b) the Client requires the Services for himself or herself and that he or she is the owner of the location in which the Project will take place and/or he or she has obtained the appropriate authorizations from all concerned parties, where necessary;
c) the Client will pay, through the Billdr Platform, all sums owed to the General Contractor in compliance with the terms and conditions and payment deadlines agreed upon between the Client and the General Contractor in accordance with the General Terms and Conditions of Payment.
d) the Client agrees not to pay the General Contractor outside of the Billdr Platform, nor to pay in cash or using a credit card reader (ex.: Square) to pay the General Contractor or to engage in any other behavior that may violate the modalities provided for in this Agreement or in the General Terms and Conditions of Payment.
11. Ratings, reviews, and comments
11.1 Within a set period of time following the completion of the Project, the General Contractor, and Client can leave a public review ("Review") and fill out and submit a starred rating ("Rating") for each other. The Ratings and Reviews are the individual opinions of the Users and do not reflect in any way the opinion of Billdr, nor do they bind Billdr. The ratings and Reviews prepared by the General Contractors and Clients must be accurate and cannot contain any offensive or libelous language or else Billdr may, at its sole discretion, refuse to publish them.
11.2 It is forbidden for Users to manipulate the Billdr system of Ratings and Reviews in any way whatsoever such as, but not limited to, by asking a third party to write positive or negative Reviews about another User.
11.3 Billdr may, at its sole and absolute discretion and without advance warning, restrict access to the Billdr Account of a User who has a Rating deemed to be less than exemplary by Billdr. The exemplarity of a User's Rating is decided at the sole and absolute discretion of Billdr.
12. Prohibited activity and rules of conduct
12.1 The Users are solely responsible for complying with all laws, rules, regulations, and fiscal obligations that may apply during the course of their use of the Billdr Platform. During the course of your use of the Billdr Platform, you agree to not assist or permit others to:
a) violate or bypass any applicable law or regulation, any agreement involving third party rights or any provisions of the Agreement, the General Terms and Conditions or the General Terms and Conditions of Payment or the policies or norms occasionally adopted by Billdr;
b) use the Billdr Platform or its content for purposes that are not expressly authorized by these Terms and Conditions;
d) use the Billdr Platform in connection with the distribution of unsolicited commercial electronic messages ("spam");
e) publish a Project as a Client through the Billdr Platform with respect to a building that you do not own or for which you do not have the permission of the owner;
f) contact another User for purposes other than those related to a Project;
g) use the Billdr Platform to solicit, work on or accept a Project independently of the Billdr Platform in order to bypass the Billdr Service Fees or for any other reason;
h) solicit, accept or make any payments for Billdr Service Fees or other fees occasionally required by Billdr outside the Billdr Platform. In the event that you commit any of the actions described above, you recognize and acknowledge that you are in violation of this Agreement, and that, to the extent that the law permits it in your jurisdiction, you are jointly responsible to Billdr for all damages and losses related to such a violation and you accept all the risks and responsibilities for such payment(s);
i) discriminate or harass any person based on their race, origin, religion, gender, identity, marital status, age, sexual orientation, or other;
j) use the Billdr Platform or the Content or any other individual component found inside the Billdr Platform, the Billdr name, the Billdr trademark, the logo or any other right of intellectual property or the design of any page included on the Billdr Platform, without having obtained the express authorization in writing in advance from Billdr;
k) infringe, affect, or otherwise violate any Billdr trademark in any way whatsoever through the unauthorized use of Billdr Content by registering and/or using Billdr or derivative terms in domain names, business names, trademarks, or other identifiers that closely imitate or aim to approximate confusingly the Billdr domain name or trademark;
l) use any kind of malware to gain access or collect any data related to any Content found on the Billdr Platform;
m) attempt to decipher, compile or reverse engineer any software used or provided by the Billdr Platform;
n) take any action that affects or could cause damage or affect the performance or the proper functioning of the Billdr Platform;
o) violate or infringe the rights of any person or otherwise cause harm to any person while using the Billdr Platform.
12.2 While you are working on the Project you agree to behave and interact with the other Users in accordance with the following principles:
a) Avoid any form of discrimination or harassment on the basis of race, origin, religion, gender, identity, marital status, age, sexual orientation, or other;
b) Behave in a collaborative manner by being punctual for any visits made and by respecting the logistical provisions taken for the completion of the project;
c) Be respectful;
d) Demonstrate understanding and good faith in the event that unforeseen events arise while working on the Project;
12.3 You recognize that Billdr does not have any obligation whatsoever to monitor access to or the use of the Billdr Platform for any User or revise or block access to whomever or modify any User Content but has the right to do it, at its sole discretion, to i) operate, secure and improve the Billdr Platform, ii) ensure that the Users comply with and respect the Terms and Conditions, iii) comply with any applicable laws, rulings or requirements of a Court or any other governmental organization, iv) respond to any User Content that Billdr deems, at its sole and absolute discretion, to be harmful or unacceptable or v) otherwise as is described to a greater extent in the present Terms and Conditions. Users agree to cooperate and assist Billdr in good faith and to provide Billdr with any and all information and take any action that can reasonably be required by Billdr to comply with any inquires undertaken by Billdr or a representative of Billdr related to the use or abuse of the Billdr Platform.
12.4 If you find that a User with whom you are interacting online or in-person is acting or has acted in an inappropriate manner, you must immediately report such a person to the appropriate authorities in your jurisdiction.
13. Duration and Termination
13.1 This Agreement becomes valid at the moment your Billdr Account is created and remains so indefinitely. This Agreement may be terminated:
a) By a User, without cause, with advance notice of seven (7) days given to Billdr; or
b) By any Party, immediately, without cause, upon violation of any provision in this Agreement.
c) In addition, Billdr may terminate this Agreement or deactivate your Billdr Account immediately or in the event that:
- You are no longer qualified to provide the Services in accordance with all the laws, codes, regulations, rulings, or others;
- You no longer meet the applicable thresholds determined by Billdr for your Rating;
- You no longer respect the provisions of the Billdr policies in effect;
- Billdr believes in good faith that this action is necessary to protect the security of the Billdr community or of Third Parties, it being understood that in the aforementioned case you will have the opportunity to resolve the defect alleged by Billdr to its complete satisfaction before Billdr permanently terminates the Agreement with you; or
If Billdr terminates this Agreement for one of the above reasons, Billdr shall send you a written warning thirty (30) days in advance to the effect that the Agreement will be terminated.
13.2 Provisions that, by their nature, must continue past the termination of this Agreement will continue to be in effect despite the termination. In the event of a termination of this Agreement, you will remain responsible for your ongoing obligations towards any other parties, for any and all ongoing Projects and/or Services, where relevant, and you agree to promptly pay any outstanding amount owed to any party, including the General Contractor and Billdr, in accordance with the Payment Agreement. If this Agreement is terminated, you agree that all other agreements entered into with Billdr, including the Payment Agreement and the project management agreement, will also be automatically terminated.
14. Warranty disclaimer
14.1 IF YOU CHOOSE TO USE THE BILLDR PLATFORM OR ITS CONTENT, YOU DO SO AT YOUR OWN RISK AND PERIL. THE BILLDR PLATFORM OR THE CONTENT IS PROVIDED AS IS, AS AVAILABLE, WITHOUT ANY GUARANTEE, IMPLICIT OR OTHERWISE, INCLUDING ANY GUARANTEE FOR THE COST OF A PROJECT CALCULATED BY THE PRELIMINARY COST ESTIMATE TOOL AVAILABLE ON THE BILLDR PLATFORM.
14.2 YOU RECOGNIZE AND ACKNOWLEDGE THAT YOU HAVE HAD THE OPPORTUNITY TO INFORM YOURSELF ABOUT THE BILLDR PLATFORM AND/OR THE BILLDR SERVICES, OF ANY LAWS, RULES OR REGULATIONS THAT MAY BE APPLICABLE TO YOUR PROJECT AND/OR SERVICE THAT YOU RECEIVE OR PROVIDE, THAT YOU DO NOT BASE YOURSELF ON ANY LEGAL DECLARATION OR FACT PROVIDED BY BILLDR RELATIVE TO YOU PROJECT OR THE SERVICES PROVIDED.
14.3 IF, TO THE EXTENT PERMITTED BY LAW, WE CHOOSE TO INVESTIGATE YOUR IDENTITY OR THE CRIMINAL RECORD OF ANY USER, WE MAKE NO GUARANTEES, IMPLICIT OR OTHERWISE, THAT SUCH INVESTIGATIONS WILL UNCOVER THE PAST MISCONDUCT OF A USER OR GUARANTEE THAT A USER WILL NOT ENGAGE IN FURTHER MISCONDUCT IN THE FUTURE.
14.4 YOU ACCEPT THAT CERTAIN SERVICES MAY COME WITH RISKS AND YOU AGREE TO VOLUNTARILY ASSUME THESE RISKS. YOU ACCEPT FULL RESPONSIBILITY FOR THE CHOICES YOU MAKE BEFORE, DURING, AND AFTER PROCURING THE SERVICES.
14.5 THE FOREGOING WARRANTY DISCLAIMERS APPLY TO THE FULL EXTENT PERMITTED BY LAW.
15. Limitation of liability
YOU RECOGNIZE AND ACCEPT THAT, TO THE EXTENT PERMITTED BY LAW, THE ENTIRETY OF THE RISK RESULTING FROM YOUR ACCESS AND USE OF THE BILLDR PLATFORM AND ITS CONTENT, THE PUBLICATION BY YOU OF YOUR PROJECT VIA THE BILLDR PLATFORM, THE EXECUTION OF THE SERVICES OR THE USE OF ALL OTHER SERVICE OR ANY OTHER INTERACTION THAT YOU MAY HAVE WITH OTHER USERS, IN PERSON OR ONLINE, IS SOLELY ASSUMED BY YOU, TO THE COMPLETE EXONERATION OF BILLDR. NEITHER BILLDR NOR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE BILLDR PLATFORM OR ITS CONTENT WILL BE HELD RESPONSIBLE FOR ANY DAMAGE, UNUSUAL INCIDENT, EXEMPLARY OR INDIRECT DAMAGES, INCLUDING THE LOSS OF PROFITS, THE LOSS OF DATA, A LOSS OR INTERRUPTION OF BUSINESS, DAMAGE TO COMPUTERS, SYSTEM FLAWS, REPLACEMENT COSTS OR FOR ANY HARM OR DAMAGE OR INCONVENIENCE OR EMOTIONAL DISTRESS RELATED TO I) THESE TERMS AND CONDITIONS, II) THE USE OR INABILITY TO USE THE PAYMENT SERVICES, OR III) ALL COMMUNICATION, INTERACTION OR MEETING WITH OTHER USERS OR OTHER PEOPLE WITH WHOM YOU MAY COMMUNICATE, INTERACT OR MEET AS A RESULT OF YOUR USE OF THE BILLDR PLATFORM OR IV) THE PUBLICATION OF YOUR PROJECT, INCLUDING THE PROVISION OF SERVICES, BE IT BASED ON LEGAL GUARANTEE, CIVIL OR NON-CONTRACTUAL LIABILITY (INCLUDING NEGLIGENCE), RESPONSIBILITY FOR PRODUCTS OR ANY OTHER LEGAL THEORY OR THAT BILLDR WAS OR WAS NOT INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS REGARDS THE OBLIGATIONS OF BILLDR, WHERE APPLICABLE, TO PAY THE SUMS OWED TO USERS IN ACCORDANCE WITH THESE TERMS AND CONDITIONS OR IN ACCORDANCE WITH ANY OTHER AGREEMENTS, BY NO MEANS WILL THE TOTAL RESPONSIBILITY OF BILLDR, RESULTING FROM OR IN CONNECTION TO THESE TERMS AND CONDITIONS AND YOUR USE OF THE BILLDR PLATFORM, INCLUDING, BUT NOT LIMITED TO YOUR PUBLICATION OF YOUR PROJECT ON THE BILLDR PLATFORM OR YOUR USE OR INABILITY TO USE THE BILLDR PLATFORM OR ITS CONTENT OR IN REGARD TO ANY SERVICE OR INTERACTION WITH OTHER USERS EXCEED ONE HUNDRED CANADIAN DOLLARS (100 $ CDN), RESPECTING THE AMOUNT OWED TO YOU BY BILLDR ACCORDING TO THE CURRENT GENERAL CONDITIONS OF PAYMENT. THE LIMITATIONS OF DAMAGES ESTABLISHED HEREIN ARE ESSENTIAL CONDITIONS OF THIS AGREEMENT BETWEEN YOU AND BILLDR. CERTAIN JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF LIABILITY FOR INDIRECT OR INCIDENTAL DAMAGES, AND THEREFORE IT IS POSSIBLE THAT THE LIMITATION OF LIABILITY MENTIONED HEREIN DOES NOT APPLY TO YOU.
16.1 To the maximum extent permitted by all applicable laws, you agree to liberate, defend (at Billdr's discretion), compensate, and hold Billdr and its affiliates, including but not limited to, its managers, directors, administrators, employees, and agents, harmless from and against any complaint, responsibility, damage, loss or expense, including, without limitation, any legal or accounting fees, resulting from or being in any way related to i) your violation of these Terms and Conditions or any other Billdr policy or norm, ii) your inappropriate use of the Billdr Platform or Billdr Services, iii) your interaction, relationship or agreement with any User, the execution of the Services, the publication on the Billdr Platform and assessment of the scope and price of the Project, including without limitation, any harm, losses or damage (be they compensatory, direct, indirect or other) incurred as a result thereof or iv) your violation of any laws, regulations or rights of third parties.
17. Dispute resolution and arbitration
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW FOR AN AGREEMENT TO INSIST ON ARBITRATION IN THE EVENT OF A DISPUTE OR THAT YOU RENOUNCE RIGHTS THAT YOU CLAIM TO HAVE IN ORDER TO INITIATE LEGAL PROCEEDINGS RELATED TO A DISPUTE THAT YOU CLAIM TO HAVE AGAINST BILLDR, AND IN SUCH A SITUATION, SOME OR ALL OF THE PROVISIONS PROVIDED FOR BELOW RELATIVE TO OBLIGATORY ARBITRATION AND THE RENUNCIATION OF YOUR RIGHTS MAY NOT APPLY TO YOU AND YOU MAY HAVE THE RIGHT TO INITIATE LEGAL PROCEEDINGS.
17.1 Negotiations in good faith
If a dispute arises related to the interpretation of or in regards to something lacking in this Agreement or its termination, the Parties must attempt to negotiate in good faith.
If the dispute cannot be resolved in good faith, it must then be resolved in a definitive manner through arbitration involving a single arbitrator. If the Project is located in Québec, the dispute shall be resolved in accordance with the provisions of articles 624 et seq. of the Quebec Civil Procedure Code, on the understanding that the proceedings must take place in the district of Montreal, province of Quebec, unless otherwise specified by the Parties in question. If the Project is located in Ontario, the proceedings must take place in the district of Toronto, Province of Ontario, unless otherwise specified by the Parties in question.
Any judgment, decision, or assignment rendered by an arbitrator in accordance with the present section must: i) be final and bind the Parties, ii) not be subject to any other procedure before common law courts other than those necessary for the ratification and enforcement of the decision by a court having appropriate competence in the matter, iii) not be disclosed to third parties unless such a disclosure is deemed necessary by the law in order to enforce the decision or for other reasons.
Arbitration fees including professional rates and the disbursements of the Parties involved are assigned by the arbitrator according to his/her own judgment in the circumstances.
18. Procedure in case of dispute between Users
18.1 Users agree that negotiations in good faith must occur at all times and agree to value this method of dispute resolution.
18.2 However, in the case of a dispute that, in whole or in part, cannot be resolved through negotiation, the Users may contact Billdr who may then act as or designate someone to act as a mediator with the aim of reaching an agreement between the Users. If necessary, this should occur in the course of the dispute resolution, without undue delay and at the joint request of the Users.
18.3 This intervention by Billdr or any designated person in no way makes Billdr or the designated person responsible and is carried out subject to the rights of Users.
18.4 This process is confidential and no discussions that may occur nor any documents that may have been transmitted during the course of the mediation can be used by the other User or invoked at a later stage if the mediation does not resolve the dispute.
18.5 In the case of mediation undertaken by Billdr and/or a person designated by Billdr, the mediation fees will be attributable to the Project and shared equally between the Users.
19. Applicable laws
19.1 This Agreement, as well as any norms or policies adopted occasionally by Billdr relatively to the Services will be interpreted and governed in accordance with the laws of the Province of Quebec and Canada if the Project takes place in the Province of Quebec. If the Project takes place in the Province of Ontario or elsewhere other than the Province of Quebec, this Payment Agreement, as well as any norms or policies adopted occasionally by Billdr relatively to the Payment Services will be interpreted and governed in accordance with the laws of the Province of Ontario and Canada.
19.2 To the extent that the arbitration procedure is not legally binding to you as a consumer, you agree to submit your dispute to the non-exclusive jurisdiction of a Court of the province of Quebec or a Court in the jurisdiction where you reside. If Billdr decides to initiate proceedings against you and you are a consumer, Billdr may do so in a Court of the jurisdiction in which you reside. If you are a company and not a consumer, you agree to submit your dispute to the arbitration procedure mentioned above.
20.1 You agree not to use any of the technical, financial, strategic, or other information belonging to Billdr related to the company, its operations, and its properties, including any information belonging to the Users (collectively the "Confidential Information"), disclosed to you by Billdr for your personal use or for any reason other than those mentioned herein. You will not disclose nor will you permit the disclosure of any Confidential Information to third parties. You agree to take reasonable measures to protect the confidentiality of and prevent the disclosure or the use of Confidential Information related to Billdr and its affiliates in order to prevent it from being publicly divulged. Notwithstanding the above, you have no responsibility to Billdr related to any Confidential Information insofar as you can demonstrate that the Confidential Information:
a) was part of the public domain at the moment in which it was divulged by Billdr;
b) was publicly divulged through no fault of your own;
c) was known to you, without restriction, as demonstrated by existing files at the moment of divulgement;
d) is disclosed with the prior consent of Billdr;
e) became known to you, without restriction, through a source other than Billdr, without you having breached the terms of this Agreement or otherwise being in violation of the rights of Billdr; or
f) is disclosed in accordance with a provision or requirement of a Court, governmental authority, or other governmental organization; it is understood that you must provide, with no undue delays, a notice of such a ruling or requirement to Billdr in order to allow Billdr to request a protection order or otherwise prevent or restrict such a divulgement.
21.1 If any provision of this Agreement is or becomes invalid or non-binding, the Parties will continue to be bound by the other provisions of this Agreement. You accept that this Agreement and the entirety of the agreements defined as an integral part of it can be automatically ceded by Billdr at its sole and absolute discretion without notifying you, subject to applicable laws.
21.2 Except as otherwise provided, any notice to Billdr must be forwarded by registered or certified mail, postage prepaid and with acknowledgment of receipt to:
Billdr Canada inc.
299-4000 Rue Saint-Ambroise, Montréal, QC, H4C 2C7, Canada
Any notice addressed to you will be delivered through the Billdr Platform or via the email address or postal address that you provided to Billdr when creating your Billdr Account.
21.3 The headings in this Agreement are used for purposes of reference only and cannot be used in such a way as to interpret a given section. The terms "included" and "including" should be followed by the words "without limitation".
21.4 The failure of any Party to act in response to a violation by another Party does not constitute a renunciation of the rights of this Party to act in response to subsequent or similar violations.
21.5 This Agreement, together with the Payment Agreement and the project management agreement, establish the complete agreement between you and Billdr concerning the intended purposes herein and takes precedence over any previous agreements concluded between the Parties be they verbal or written.
For any questions related to the Payment Services, please contact our customer service department at [email protected].