Effective date: January 1st, 2025
Proverbs Intelligence Inc. is a market research data collection company with its principal place of business at 70 Thistle Down Blvd, Etobicoke, ON M9V 1H9, Canada, providing services through its website, https://proverbsintelligence.com/. These Terms of Service are designed to govern the relationship between the Company, its Clients and Subcontractors, minimize legal risks, and ensure compliance with industry ethical standards, such as the ESOMAR Code.
Client Terms of Service:
1. Definitions
Company: Proverbs Intelligence Inc., located at 70 Thistle Down Blvd, Etobicoke, ON M9V 1H9, Canada.
Client: An entity or individual engaging the Company to provide market research services.
Services: Market research services, including data collection, analysis, and reporting, as specified in a Proposal or Agreement.
Deliverables: Outputs of the Services, including reports, data, and insights.
Confidential Information: Non-public information disclosed by one party to the other during the provision of Services.
Personal Data: Any information relating to an identified or identifiable individual.
2. Scope of Services
The Company shall provide market research services as outlined in the Proposal or Agreement, exclusively for market research purposes.
The Client may not use the Services for any other purpose without the Company’s prior written consent.
3. Payment Terms
Payment Deadline: Payments are due within 60 days of invoice issuance.
Late Payment Fees: 1.5% per month, or the maximum rate permitted by law, shall accrue on overdue amounts.
Currency: All fees are payable in U.S. dollars.
4. Confidentiality
Both parties shall maintain the confidentiality of the other’s Confidential Information.
Confidential Information shall not be used beyond the Services or disclosed to unauthorized third parties.
5. Intellectual Property
The Company retains all rights in proprietary methodologies, tools, and platforms.
The Client retains ownership of its data.
Deliverables become the Client’s property upon full payment.
6. Data Protection
The Company complies with applicable data protection laws (e.g., DPDPA).
Personal Data is processed solely for service delivery with appropriate safeguards.
Processing sensitive data requires explicit consent.
Clients have access, correction, and deletion rights.
7. Limitation of Liability
No liability for indirect or special damages, except in cases of gross negligence or wilful misconduct.
Total liability limited to the project fee.
8. Termination
Termination upon breach or with 30 days’ notice.
Client pays for all rendered Services upon termination.
Company must return or destroy Confidential Information and Personal Data.
9. Governing Law and Dispute Resolution
Ontario law applies.
Disputes resolved via arbitration in Etobicoke, Ontario.
10. Miscellaneous
This Agreement supersedes prior agreements.
Invalid provisions do not affect the rest of the Agreement.
Subcontractor Agreement
1. Definitions
Prime Contractor (Prime): Proverbs Intelligence Inc.
Subcontractor: An entity or individual providing services to the Prime Contractor.
Services: Work defined by Task Orders.
Deliverables: Outputs of the Services.
Confidential Information: Non-public information from the Prime Contractor or Clients.
2. Scope of Work
Subcontractor must meet all Task Order requirements and comply with relevant laws.
3. Payment
Compensation per Task Order.
Invoices submitted per Task Order terms.
Payment within 60 days of valid invoice.
Late payment fee of 1.5% per month or legal maximum.
4. Confidentiality
Subcontractor must protect Confidential Information.
No unauthorized use or disclosure.
5. Intellectual Property
Pre-existing IP remains with Subcontractor.
New IP created belongs to Prime Contractor.
6. Indemnification
Subcontractor indemnifies Prime Contractor against claims from Service performance.
7. Termination
Prime may terminate with 30 days’ notice or immediately upon material breach.
Subcontractor must return/destroy Confidential Information upon termination.
8. Governing Law
Ontario law applies.
Disputes resolved via arbitration in Etobicoke, Ontario.
9. Miscellaneous
This Agreement supersedes all previous agreements.
Invalid provisions do not affect the remainder.
