Master agreement

This agreement is between your organisation (“you”) and Atheron Network Inc., a company incorporated in British Columbia, Canada.

It applies to every project, support plan, retainer, dedicated team and hosting service we provide to you under a statement of work. The person who accepts it for you confirms that they may bind your organisation.

Formal notices to us go to 1631 Dickson Ave., Suite 1100, Kelowna, BC, V1Y 0B5, CA or by email to legal@aton-network.org.

You and we sign this agreement, each quote and each SOW electronically, and we both agree that an electronic signature binds as a handwritten one does. The person who accepts names anyone else at your organisation who must also sign. A document binds once every named signer and we have signed it. It may be signed in counterparts, which together make one document.

Before signing, each signer verifies their identity with a government-issued ID and a live face match, checked by our identity provider, Didit. The name on the ID must match the name the signer gives. The check is done once per person and reused for documents they sign within 12 months. A check that fails, or a name that does not match, pauses signing for a review by us, with one retry.

For each step (sent, viewed, verified, signed and countersigned) we record the time, the network address, the approximate city, region and country, and the device and browser used. These are printed on a certificate page added to the signed PDF, with the fingerprint of the document before and after signing and the reference of the identity check. The signed PDF is sealed with our digital signature, so any later change shows. Our privacy notice says how long this evidence is kept.

You sign this agreement once. Each later project needs only its own quote and SOW. Once a project's documents are fully signed, we issue its deposit invoice, and we start when it is paid.

Our work for you is governed by these documents, each in the version in force on the day you accept the statement of work it applies to:

• this agreement;
• the statement of work terms, which say how quotes, deposits, milestones, sign-off, changes and late payment work;
• each statement of work (“SOW”), usually the quote you accept: the scope, deliverables, milestones, price, currency and dates of one project or service;
• the data processing addendum, whenever we handle personal information for you;
• the hosting SLA, when we host what we build;
• the acceptable use policy.

If they conflict, the data processing addendum wins on personal information. A SOW wins for its own project only where it names the clause of this agreement or of the SOW terms it changes. Otherwise this agreement wins over the SOW terms, and both win over a SOW.

We provide the services each SOW describes, with reasonable skill and care, by people with the right experience, and in line with good industry practice.

We decide how the work is done and who does it, and we stay responsible for it. We may use subcontractors. When we do, we remain responsible for their work, and they are bound by confidentiality at least as strict as ours.

Where an estimate or a SOW shows effort by role, it is an estimate of effort, not a timesheet. A fixed-price SOW is billed on its payment schedule, not by the hour.

• A named contact who can make decisions, and people authorised to approve work in the client portal.
• The information, content, access, accounts and decisions the SOW lists, when the plan needs them.
• Materials you give us that you have the right to use, and that are lawful for us to use for the project.
• Your own accounts, passwords and keys kept safe, and our access removed when it is no longer needed.
• Use of what we build and host in line with the acceptable use policy.

When something we need from you arrives late, the dates that depend on it move by at least as long, as the statement of work terms set out.

Prices are in Canadian dollars. A client billed in the United States may be invoiced in US dollars so it can pay by ACH; the exchange rate is locked when its SOW is signed and used for every invoice under it.

We send each invoice through Stripe, with our invoice number. It is due by the date printed on it.

We add GST or HST, and a provincial sales tax where we are registered for it, as Stripe Tax calculates it from your billing address. A client billed outside Canada pays no Canadian sales tax, and the invoice says the service is exported. You keep your billing address up to date, because the tax follows it.

Ways to pay:

• in Canadian dollars: card or Canadian pre-authorized debit on Stripe's invoice page, wire transfer, EFT or Interac e-Transfer;
• in US dollars: card or ACH on Stripe's invoice page, or wire transfer;
• in USDC, sent only to the address and on the network printed on the invoice. A Canadian-dollar invoice is converted to US dollars at the day's rate when it is issued. We do not accept USDT.

We do not add a surcharge for paying by card. A payment counts when it reaches us in full; for USDC, when we have confirmed the transaction. A payment made outside Stripe is also recorded against the Stripe invoice, so both records match.

If you dispute part of an invoice, tell us in writing before it is due, saying what and why, and pay the rest on time. We will work it out with you promptly.

We send one reminder when an invoice is overdue. Overdue amounts carry interest at 1.5% per month (18% per year), counted by the day from the due date until paid, and invoiced on their own.

At 14 days past due the project is paused, and nothing new is invoiced while it is paused. When everything overdue is paid, the work starts again and every later date moves by the length of the pause. A pause does not end the agreement.

Your materials stay yours. You give us a licence to use them only to do the work for you.

The deliverables we create for you under a SOW, including the code written for your project and its documentation, become yours once the SOW's fees are paid in full. From launch until then, you may use them in your business. To the extent the law allows, the people who wrote them waive their moral rights in them in your favour.

Our own tools, libraries, components, templates and know-how, made before or apart from your project, stay ours. Where they are part of a deliverable, you get a perpetual, worldwide, royalty-free, non-exclusive licence to use, change and run them as part of that deliverable, which you may pass on with it.

Open-source and other third-party components keep their own licences, and we tell you which ones a deliverable includes. We do not include a component whose licence would require you to publish your own code without asking you first.

We do not name you as a client or show your work in public without your written permission.

Each of us keeps the other's confidential information confidential, uses it only for our work together, and shares it only with people who need it for that work and are bound to keep it confidential. Confidential information is anything shared in connection with this agreement that a reasonable person would understand to be confidential, including code, plans, prices and data.

This does not cover information that is public through no fault of the one receiving it, that the receiver already had or developed independently, or that it received lawfully from someone else. Either of us may disclose information when the law or a court requires it, after telling the other first where the law allows.

These duties last for five years after our last SOW ends, and for as long as the information remains a trade secret or personal information.

When we handle personal information on your behalf, the data processing addendum applies and forms part of this agreement.

We keep the data of projects we host in Canada by default, with DigitalOcean in Toronto, unless the SOW names another region or provider. How we build and run software securely is set out on our security page.

For 30 days after launch, we fix at no charge any defect you report in the client portal. A defect is a way a deliverable fails to do what its accepted scope says. The statement of work terms say how the warranty and the holdback work together.

The warranty does not cover changes made by anyone else, hosting or services we do not run, third-party products, or use outside what the scope describes.

Beyond what this agreement says, and to the extent the law allows, we give no other warranty or condition, express or implied, including of merchantability or fitness for a particular purpose. We do not promise that software will be free of every error, or that third-party services will always be available.

Neither of us is liable to the other for indirect or consequential loss, or for lost earnings, revenue, goodwill or data, however it arises. Where data is lost through our fault, we restore it from the backups we keep.

Each of us is liable to the other for no more, in total, than the fees paid and payable under the SOW the claim arises from in the 12 months before the event that caused it.

These limits do not apply to fraud or wilful misconduct, to your duty to pay our fees, to either side's breach of the confidential information clause, to the promises in the next clause, or to anything the law does not allow to be limited.

If someone claims that a deliverable we wrote for you infringes their copyright or misuses their trade secret, we defend you and pay what a court awards or what we agree to settle for. You tell us promptly, let us run the defence and help us at our cost. We may instead change or replace the deliverable so it no longer infringes, or, if that is not reasonable, refund what you paid for it.

This does not cover your materials, changes made by others, combinations with things we did not supply, or use outside what the scope describes.

You defend us in the same way against claims arising from your materials, or from use of what we build or host in breach of the acceptable use policy or the law.

This agreement starts when you first accept it or a SOW, and lasts until every SOW under it has ended.

Either of us may end a SOW, or this agreement, by giving the other 30 days' written notice. You then pay for the work done up to the day it ends: every milestone accepted, the work in progress on the current milestone in proportion to its progress, third-party costs we have committed to for you, and any change already approved. The deposit is applied to those amounts first, and anything left of it is refunded.

Either of us may end a SOW, or this agreement, by written notice if the other materially breaches it and does not fix the breach within 30 days of being told, or becomes insolvent. We may also end a SOW if an invoice under it is 30 days past due.

Support plans, retainers, dedicated teams and hosting run for their minimum term and then month to month, and end as the statement of work terms and the hosting SLA describe.

When a SOW ends, we hand over the work you have paid for, and we return or delete your information as the data processing addendum says. The clauses on ownership, confidentiality, liability, claims and law survive.

The laws of British Columbia, Canada, and the federal laws of Canada that apply there, govern this document. Disputes are heard by the courts of British Columbia, Canada.

Before going to court, we each try in good faith to settle a dispute by talking, first between our contacts and then between senior people, for 30 days after one of us raises it in writing. Either of us may still ask a court for an urgent order.

• Neither of us is responsible for a delay or failure caused by events beyond its reasonable control, such as a natural disaster, war, a public authority's act, or a widespread failure of the internet or of a provider's region. This does not excuse a payment.
• We are independent contractors. Nothing here makes either of us the other's employee, partner or agent.
• Neither of us may transfer this agreement without the other's written consent, except to a business that takes over all or most of its business and accepts this agreement.
• An approval given in the client portal binds as much as a signature on paper.
• We send notices about a project by email to the people your organisation authorises in the client portal, and formal notices to the addresses under who this agreement is between. You send yours to the legal address above, or in your project's thread.
• If a part of this agreement cannot be enforced, the rest still applies. Not enforcing a right is not giving it up.
• This agreement, the documents named under how the documents fit together, and your SOWs are the whole agreement between us about their subject, and replace anything said before. Changes to a SOW are made in writing, or as an approved change in the client portal.

We may publish a new version of this agreement. It applies to SOWs accepted after its date. A SOW already accepted stays under the version in force when it was accepted, unless we both agree in writing to move it. Every version stays readable on this page.

We give your organisation at least 30 days' written notice before a change to the price or terms of a running support plan, retainer, dedicated team or hosting service takes effect. If you do not accept the change, you may end that service before it takes effect, at the old price.

You and we have asked that this agreement and the documents related to it be drawn up in English and in French. Both versions are equally authoritative.