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Terms of Service

Your relationship with and use of Visca products and services is governed by our client friendly universal terms and conditions of service.

Visca Universal Terms of Service Our universal terms of service makes dealing with Visca straight forward and stress free. We believe in customer satisfaction and it shows in our terms.
Terms of Service
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By approving Visca Corporation to conduct work either verbally, in writing or electronically, you have confirmed that you have read in full and agree to all of the terms and conditions set forth in this document. This universal terms and conditions document is effective as of March 01 2011 on all assignments, projects, billable hours, contracts and other engagements of any type with Visca Corporation.

I. General Terms

Visca Corporation reserves all rights. This document represents the full and complete understanding of the general terms and conditions of all work undertaken by Visca Corporation, replacing all other agreements and verbal arrangements pertaining to this project. Upon the client indicating their acceptance to proceed with the project as described in this document, the client has acknowledged complete and full understanding and binding to all terms and conditions set forth in this document. Visca Corporation reserves the right, in the event of errors or omissions in the invoices, proposals, quotations and other such correspondences provided to customers, to either retract or make changes and modifications to remedy such errors or omissions by providing a revised version correcting any deficiencies or erroneous information deemed necessary by Visca Corporation. The revised version becomes the master document superseding all previous iterations.

II. Project and Assignment Timelines

Project and assignment completion times are estimates only, and are subject to the timely completion of any client side requirements and other influencing factors which may hamper our ability to complete the project within the anticipated timeline. We request that clients respond to all correspondences and requests in a prompt and timely manner to ensure project timelines can be met.

III. Information and Advice Provided

All information, advice, recommendations, technical specifications, and other such data provided by Visca Corporation is on an "as-is" basis and are provided with no warranty or claim as to their accuracy, reliability or suitability. Visca Corporation makes no claims or guarantees as to its ability to provide accurate legal advice or content. All legal related content is provided as-is and does not replace or represent the views of a certified lawyer or legal professional. Visca Corporation makes every effort to ensure the accuracy of the information it provides in its proposals and marketing materials. However, all quoted prices, timelines, features, specifications and other such information are subject to change in the event that the information provided is considered erroneous by Visca Corporation. Visca Corporation reserves the right to modify, retract or make corrections to any such information it deems to have been misprinted.

IV. Labor and Expenses

Billable labor is considered any time in which an assigned resource is engaged in or performing but not limited to: research, analyzing, monitoring, designing, artistic work, graphical manipulation of images and video, programming, development, implementation, configuration, phone conversations, in-person meetings and the coordination and or collaboration with other resources towards completion of the solution. Billable labor is exclusively in payment of resource time only and is not inclusive of items such as but not limited to photography and software licensing, third party applications, software which functions as connectors, internet connectivity, registrations, third party services and hardware, which are all the sole responsibility of the client. Tracking and billing of labor is recorded and charged based on 30 minute (or part thereof) minute increments. Each 30 minute block is represented by 0.5 units in billing; 1.0 units are comprised of two 0.5 units.

Expenses require pre-approval in writing or verbally by the client prior to purchase. Depending on the total value of purchases being incurred in an assignment or project, Visca Corporation may elect at its sole discretion whether the client must pay directly to the supplier of the product or server; or whether Visca Corporation will expense the cost and bill the client during the normal billing cycle. The client is responsible for all renewals, fees, charges, on-going licensing and other such costs. All international expenses will be converted to the currency consistent with the primary currency of a client's invoice, at an exchange rate that reflects the date on which Visca Corporation chooses to convert such funds, based on the Visca Exchange Rate. Once an expense has been approved by the client, it is the client's obligation to make full payment of such expense within the next billing cycle.

The honoring of all warranties, guarantees, rebates, return policies and renewal terms pertaining to purchased goods or services are the sole responsibility of original retailers, manufacturers and service providers. Visca Corporation assumes no obligation, responsibility or liability for the handling or honoring of any third party product or service warranty, guarantee, rebate, return policy or renewal.

V. Client Accounts

Upon agreeing to the terms and conditions set forth in this document, a client account is created within Visca Corporation for the client. The account records generated by Visca Corporation are the single point of reference which is relied upon to determine a) amounts of money that are owed by the client; b) amounts of money paid by the client; c) amounts of money owed by Visca Corporation to the client and d) the payment status of all projects and billable work. These account records supersede all other measurement mechanisms and records. Clients are required to make payment on all amounts indicated in their account records to be owing to Visca Corporation, in the timelines and manners set forth in the project specific documentation produced by Visca Corporation and or the terms and conditions agreed to. Similarly, any money indicated to be owed by Visca Corporation to the client will be made based on the mutually agreed contractual agreements surrounding any specific payment obligation. All deposits, retainers and expenses paid to Visca Corporation are non-refundable. All monetary account deposits which are unused and unclaimed for a period of 365 calendar days from the date of deposit become the property of Visca Corporation.

VI. On-Site and Travel

On-site engagements within the Greater Toronto Area are charged at a minimum of 1 hour per incident; on-site billable time commences from time of arrival and ends at time of departure. Engagements requiring travel outside of the Greater Toronto Area will expense all associated travel, accommodation and reasonable living costs to the client account based on pre-negotiated amounts. Travel and accommodation arrangements can be made by client or Visca Corporation, at the discretion of the client. Visca Corporation reserves the right to refuse client travel or accommodation recommendations that are not in the best interest of its resources. Depending on the specific circumstances of the on-site engagement, Visca Corporation may require billing to be calculated based on a mutually agreed upon per diem rate.

VII. Fixed Price Projects and Assignments

All projects and assignments billed at a "fixed cost" will be charged at the pre-agreed hourly rate multiplied by the number of hours the project or assignment is fixed to be produced within plus expenses. Clients with "fixed cost" projects or assignments exceeding the amount of time allotted for completion will not be charged for additional hours unless the specifications of the project or assignment are changed after commencement; or the number of revisions or corrections required to complete the project are unrealistic for the agreed number of hours. Clients with "fixed cost" projects or assignments that end up requiring less time to complete than allotted are charged at the full rate of the project or assignment.

VIII. Payment Methods

Visca Corporation accepts a variety of payment methods including standard or certified check, money order and major credit cards. All declined or returned payments will incur a $50 handling fee; and do not constitute payment of an invoice until such time payment has been resubmitted, properly processed and cleared. All payments made by credit card (Visa, MasterCard, American Express or Discovery) are subject to a 3% service fee based on the total amount of the invoice. The table below outlines fees associated with each payment type:

  • Standard or Certified Check - No fees are associated with this payment method.
  • Money Order - No fees are associated with this payment method.
  • Major Credit Card - 3% of total invoice amount will be applied to each transaction.

IX. Billing and Payment

Invoicing for projects, billable labor and expenses is typically issued monthly, on the first day of the month after any time of expense or cost is incurred. For Ontario based clients, billable labor is subject to a 13% HST (Harmonized Sales Tax) which will be charged automatically on your invoice, unless appropriate proof of exemption status is produced. Clients based in Canadian provinces outside of Ontario will be taxed at the rates dictated by the current taxation policies of their particular province. United States of America and international clients do not incur taxes.

At the discretion of Visca, if an invoice total does not meet the minimum threshold of $50.00, the amount owing may be carried forward to future month(s) until such time that the total owing exceeds $50.00 or three calendar months has elapsed, whichever comes first.

Invoices are to be paid in full no later than 20 calendar days after the Invoice Date or by the payment date specified within the invoice. Please review the chart below for a breakdown of important payment timeline milestones starting from the Invoice Date displayed on an invoice:

Within 20 Days - Full Amount Owing Is Due
The total amount due on your invoice must be paid in full within 20 calendar days from the Invoice Date displayed on your invoice.

30 Days - Notice of Late Payment is Issued
If the total amount has not been received within 20 days, a payment reminder will be issued requesting the total sum be paid immediately.

60 Days - Interest Begins Accruing on Account
If payment has not been received within 60 days; your account will begin accruing interest at a rate of 3.89% per calendar month compounded; based on the total amount outstanding. Interest will be invoiced to the client monthly from this point onward until the account has been paid in full. Visca Corporation reserves the right to halt or cancel all in-progress work and projects until full payment of owing amount is paid.

120 Days - Collections Agent and or Legal Action
Unless a payment plan has been arranged and agreed to in writing by Visca Corporation, the account will be transferred to a collections agent for processing and or legal action will be initiated without further warning or notice.

The client will be held fully accountable for all costs and expenses incurred by Visca Corporation in the collection of such funds including but not limited to collection agent fees, lawyer fees and internal hourly labor required to administrate such efforts. Interest will continue to accrue during the collection process or legal proceedings.

X. Property Ownership, Licensing and Retention

All data and materials developed by Visca Corporation remain the property of Visca Corporation until such time that payment is made in full. Upon full timely payment, non-exclusive ownership of all produced data and materials is transferred to the client. Visca Corporation retains the right to reuse without restriction, any developed programming code segments; imagery and layouts in subsequent unrelated projects excluding trademarks, logos and intellectual property specific to the client. Visca Corporation retains the rights to use client name, trademark and non-functional reproductions of any produced deliverables as examples of prior work in marketing materials.

Some projects may involve the use of licensed intellectual property. The client is bound to all terms and conditions governing the use of any third party intellectual property purchased or licensed for use in project deliverables. Once the project deliverables have been transferred to the client, the client assumes all responsibility in maintaining compliance with all licensing terms and conditions. Visca Corporation uses stock photography and images that are to the best of its knowledge free from copyright, trademark or licensing restrictions prohibiting their use within the scope of a project's deliverables. However, Visca Corporation cannot be held responsible for any negative results or damages caused directly or indirectly from the use of intellectual property that is ultimately deemed unlawful or in contradiction to a licensing agreement.

Upon the client's written, electronic or verbal approval of a deliverable; or their use of deliverables produced by Visca Corporation; the client indemnifies Visca Corporation of any liability for losses or suffering incurred directly or indirectly from the deliverables.

XI. Deliverables Retention

Visca Corporation makes a concerted effort to store and retain all deliverables created for customers, both on a pre-production file (design and development stage) and production file (finalized deliverables stage) level; this data is stored indefinitely within secured internal archives. Retrieval of retained deliverables outside of the initial warranty period can be performed by request at the standard hourly rate. Archives of deliverables are provided purely on a customer convenience basis; their availability is not guaranteed completion of a project or assignment. It is highly recommended that clients store their own copies of all deliverables for future reference.

XII. Protection of Client Information

From time to time client information that may be classified as private or confidential may be necessary in order to complete a project such as but not limited to credit card details; bank account details; payment gateway information; server passwords; firewall configurations; and other such critical information. While Visca Corporation will safeguard such information to the best of its ability; it cannot be held liable for any consequences due to the loss, theft or obtainment with malicious intent that may occur. Such information will be kept on file indefinitely for future use or until the client specifically requests the information be destroyed.

XIII. Confidentiality

There may be situations or circumstances where you are exposed to confidential, proprietary or trade secret information specific to Visca Corporation, its partners or third parties related to a project being undertaken for you. You will be notified prior to exposure to such information either by writing or verbally. You are obligated to keep such information strictly confidential indefinitely or until such time that the information has been relived from its confidential status. You must obtain written permission from Visca Corporation in order to determine the confidential status of information.

XIV. Liability

Under no circumstances shall Visca Corporation be held responsible or liable for any direct or indirect losses suffered, including but not limited to financial loss, injuries or business damages, as a result of using Visca Corporation services, or produced deliverables, even if due to the negligence of Visca Corporation. The client, without exception, assumes all responsibility and risk associated with the ownership and use of Visca Corporation produced deliverables.

During the regular course of work, some assignments may involve Visca Corporation subscribing, purchasing or creating accounts for third party services, obtaining licensing intellectual property rights, and other similar activities for your use. By requesting Visca Corporation to perform such tasks, you agree that Visca Corporation may act on your behalf to agree to the terms and conditions and other legal agreements governing use of such offerings. In effect binding you to the contract and releasing Visca Corporation of all legal obligations and responsibilities outlined in such agreements. It is your responsibility to ensure and verify that all legal obligations have been met in the deliverables produced by Visca Corporation and to maintain legal compliance.

XV. Revision Allowances

During the prototyping and creation process of a project, mockup designs and revisions may occur to best suit the needs of the client. However the number of revisions constructed during a fixed price project will be limited to what is reasonably acceptable for the scope of the time allowed within the project. Visca Corporation reserves the right, at its sole discretion; to limit the number of partial or full revisions if additional revisions would cause insufficient time for completion of remaining project components.

XVI. Search Engine Optimization

Any work performed to improve traffic, search engine optimization, directory eligibility, spider crawling, or any methods to attempt an increase in web site rankings on search engines, directories or similar such entities by means of application, web page, scripting, page content or server optimization are not guaranteed to deliver specific results due to the nature and ongoing changes of search engine technologies, policies and employed algorithms.

XVII. Resource Unavailability

In the unlikely event a resource assigned to a project becomes unavailable due to an emergency, sickness, death or other situation in which the resource is unable to proceed with a project; Visca Corporation will make a best effort attempt to source a similarly skilled and capable resource as a replacement. If the replacement resource is of a differing standard hourly rate, the cost of the project may require adjustment to accommodate the difference in resource cost. Additionally, an adjustment of project timeline may be required to compensate for time needed to source and implement a replacement resource. If a replacement which is capable of fulfilling all of the necessary requirements of a project cannot be found, it may be deemed appropriate by Visca Corporation to terminate the project. In such a case, all billable hours and expenses to that point will be invoiced to the client for full payment.

XVIII. Warranty and Support

Based on the type of work arrangement entered into for a particular project or work assignment; the warranty and support coverage differ as per below:

Fixed Price Projects

Fixed priced projects are covered by a 30 day limited warranty covering defects in workmanship commencing from the time and date of delivery which is limited to graphical, wording, technical malfunction due to erroneous programming or linkages between subsystems. Performance issues will be corrected if found to be caused in part or full by Visca Corporation, based on the sole discretion of a Visca Corporation representative. Customer service coverage during warranty period is specifically for purpose of working to resolve any arising issues covered within scope of warranty coverage. Labor to correct warranty issues is at no cost to client within first 10 hours and 50% of cost for all labor exceeding 10 hours.

Billable Time Projects

Billable hour projects which are not bound in cost by a fixed-price agreement will incur standard hourly rates to resolve or correct any issues that may arise after delivery of the deliverables.

XIX. Termination

Visca Corporation reserves the right at its sole discretion to terminate a project and related contracts at any time if the client is deemed to be acting in contradiction to any of the terms and conditions within this agreement, that are not remedied within 14 calendar days from written or electronic notice by Visca Corporation. In such event all accumulated billable labor and expenses will be invoiced to the client and payment is to be made within the standard payment timeline from issuance of invoice.

XX. Client Inactivity

A project is considered "inactive" in the event the client is incapable or unwilling to respond to correspondences, reply to requests for information or provide assistance or materials critical to the project's progress for a period in excess of 14 calendar days or 30% of the project's estimated duration, whichever comes first. Such dormant projects will be placed into a "hold" status which suspends all further work and commitments related to the project. A project can be resumed by the client through a written request within 45 calendar days from the first date of hold status, in such case the project will be re-instated based on the current availability of Visca Corporation resources, on a revised delivery timeline and budget, if necessary as determined by Visca Corporation. A project can be placed on hold for a maximum of two times per project. Visca Corporation may choose to terminate a project when the duration of a hold exceeds 45 calendar days, or when the two hold limit is exceeded. At which time, all work and commitments related to the project are canceled, and the client will be billed and held responsible for full payment of all work performed and expenses incurred up to such date.

XXI. Customer Service

Clients have business hours access to customer service Monday through Friday, 9am to 5pm Eastern Time excluding Canadian holidays and some United States holidays via access to phone and email throughout the duration of their project and the 30 day limited warranty period if applicable. While we endeavor to handle all customer service inquires in a timely manner, response times may be impacted due to resource availability; emergencies; technical faults; vacations and other such impedances.

XXII. Currency Handling

All client accounts will have their primary currency defined as part of their profile. Any incurred expenses not in the primary currency defined for the client account will be converted using Visca specified currency exchange rates ("Visca Exchange Rates") posted on the Visca web site, or can be made available upon request. The pre-conversion totals, post-conversion totals and rate at time of calculation will be line itemed in invoices. The rate used for calculations is based on the current rate as of the date an invoice is generated. The posted Visca Exchange Rate will closely match average rates of typical bank exchange rates, but may differ depending on the costs and overheads comprised in performing conversions at a particular point in time. Visca Exchange Rates are subject to change at any time and without prior notice. It is the responsibility of the client to be aware of the Visca Exchange Rates prior to authorizing expenses or charges to their account which may require Visca Exchange Rate calculations.

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