Terms

A1. Using this site

By using codatraining.ca you agree to these terms. You may use the site for lawful purposes only. Don't attempt to disrupt the site, gain unauthorized access to it, or submit false information through our forms.

A2. Free resources

Our guides, checklists and templates are owned by CODA. You may use, copy and share them within your organization, and adapt the templates for your own projects, as long as you keep CODA's name on any copies you share. You may not sell them or republish them as your own.

A3. No professional or legal advice

Content on this site is general information. It is not legal advice and may not reflect the latest changes to laws and standards, including accessibility and privacy requirements. Check the official sources, or get professional advice, before relying on it for a specific situation.

A4. Links and liability

Links to other websites are provided for convenience; we are not responsible for their content. The site and free resources are provided "as is." To the extent permitted by law, CODA is not liable for any loss arising from your use of the site or its free resources.

B1. When these terms apply, and what comes first

These terms apply when an organization (the "Client") engages CODA for services, unless the parties sign a different agreement. If there is a conflict, documents apply in this order:

1. A contract issued under the Client's procurement process, or another agreement signed by both parties
2. The statement of work, proposal or quote accepted by the Client (the "Statement of Work")
3. These terms

Public-sector clients' own contract terms will usually govern, and these terms fill any gaps.

B2. Scope and changes

The Statement of Work sets out the services, deliverables, timeline, sign-off points and fees. Changes to scope are agreed in writing, including by email, with any effect on timeline or fees stated before the change is made.

B3. Working together

The Client will name a project lead, give CODA timely access to subject matter experts, information and systems reasonably needed, and coordinate internal reviews and approvals. Timelines depend on the Client meeting the review dates in the Statement of Work. If reviews or information are delayed, the timeline moves by a matching amount.

B4. Review and acceptance

CODA will submit deliverables for review at the sign-off points in the Statement of Work. The Client will either approve a deliverable or give consolidated written feedback within 10 business days, unless the Statement of Work says otherwise. Each deliverable includes up to two rounds of revisions. A deliverable is accepted when the Client approves it in writing, or when it is used with learners.

B5. Fees and payment

Fees are set out in the Statement of Work, in Canadian dollars, plus applicable taxes. Unless the Statement of Work says otherwise, CODA invoices at each phase sign-off and invoices are due within 30 days. Pre-approved expenses, such as travel or third-party licences, are billed at cost.

B6. Intellectual property

1. Deliverables. Once the Client has paid for them in full, the Client owns the deliverables created specifically for it, including editable source files.
2. CODA's existing materials. CODA keeps ownership of the methods, tools, templates, frameworks and know-how it had before the engagement or develops independently. Where any of these appear in a deliverable, the Client receives a perpetual, royalty-free, non-exclusive licence to use, copy and adapt them as part of that deliverable within its organization.
3. Client materials. The Client keeps ownership of everything it provides and gives CODA permission to use it only for the engagement.
4. Third-party materials. Stock images, fonts, software and platforms are subject to their own licences, which CODA will identify.
5. Indigenous knowledge. Traditional knowledge, cultural content and community information shared with CODA remains with the community that shared it, and is used only as the community permits.
6. Mentioning the work. CODA may describe the type of work in general terms. CODA will only name the Client, or show the deliverables publicly, with the Client's written permission.

B7. Confidentiality

Each party will keep the other's confidential information confidential, use it only for the engagement, and share it only with people who need it and are bound by similar obligations. This doesn't apply to information that is public, already known, independently developed, or required to be disclosed by law, including access-to-information laws. This obligation continues after the engagement ends.

B8. Personal information

Where CODA handles personal information about the Client's staff, volunteers or learners, CODA will use it only to provide the services and as the Client instructs, protect it with reasonable safeguards, tell the Client promptly about any breach, and return or securely delete it at the end of the engagement. Each party will comply with the privacy laws that apply to it. Our Privacy Policy has more detail.

B9. Standards and warranty

CODA will perform the services with the care and skill of a qualified learning design professional. Digital materials that CODA creates will meet WCAG 2.1 Level AA unless the Statement of Work sets a different standard. This does not cover third-party platforms or content added by the Client.

If a deliverable doesn't meet the Statement of Work, and the Client tells CODA within 30 days of acceptance, CODA will correct it at no additional cost. Learning outcomes depend on many factors outside CODA's control, so CODA does not guarantee specific results for learners or the organization. Apart from what this section says, no other warranties apply, to the extent the law allows.

B10. Limitation of liability

Neither party is liable for indirect, special or consequential damages, or for lost profits. Each party's total liability under an engagement is limited to the fees paid or payable under the relevant Statement of Work in the 12 months before the claim. These limits don't apply to breaches of confidentiality, infringement of intellectual property, or gross negligence or wilful misconduct.

B11. Insurance

Where a Client requires insurance, the types and amounts are set out in the Client's contract or the Statement of Work, and CODA will provide certificates on request.

B12. Termination

Either party may end an engagement with 30 days' written notice. Either party may end it immediately if the other materially breaches these terms and doesn't fix the breach within 15 days of written notice. On termination, the Client pays for work completed and approved expenses to the termination date, and CODA delivers all work in progress for which it has been paid.

B13. General

• Relationship. CODA is an independent contractor. CODA may use qualified subcontractors, remains responsible for their work, and will get the Client's approval first where the Client's contract requires it.
• Events outside our control. Neither party is responsible for delays caused by events beyond its reasonable control.
• Assignment. Neither party may transfer an engagement without the other's consent, which won't be unreasonably withheld.
• Notices and signatures. Notices may be given by email to each party's project lead. Electronic signatures and approvals are binding.
• Governing law. These terms are governed by the laws of Ontario and the federal laws of Canada that apply there. The parties will try to resolve disputes through good-faith discussion first, then in the courts of Ontario.
• Whole agreement. The documents in section B1 are the whole agreement for an engagement. If any part is unenforceable, the rest still applies.

Contact

Questions about these terms: info@codatraining.ca