Terms of Service

1. Acceptance of These Terms

These Terms of Service form a binding agreement between you and Super Fed Inc., a company located at 1222 Rose Way, Milton - L9E 1P1, Canada (CA). By visiting this website, submitting an enquiry or engaging the grant wing desk, you agree to be bound by these terms. If you do not agree, you should not use the website or the desk.

If you accept these terms on behalf of an organisation, you confirm that you have authority to bind that organisation, and references to you include that organisation. If your organisation has signed a separate statement of work with us, the statement of work governs the services it describes, and these terms fill any gap that the statement does not address.

We have written these terms in plain English so that they can be read without a lawyer at your elbow. Plain language does not make them any less binding, and we ask that you read them in full before engaging the desk.

2. Definitions

In these terms, the company, we, us and our mean Super Fed Inc. The website means the pages published at superfed.autos. The desk means the grant wing desk services described on the services page, including any software, templates, processes and support that we provide as part of those services. A client means an organisation that engages the company. An applicant means an individual or organisation that applies for funds through a process we operate. A grantee means a recipient of funds. A partner means an intermediate organisation that passes funds onward. A service provider means a supplier engaged by the company. A statement of work means a written description of services agreed between the company and a client.

Deliverables means the documents, templates, configurations, reports and other materials that we produce for a client under a statement of work. Client materials means information, data and documents supplied to us by a client or on a client behalf. The audit trail means the recorded sequence of actions described on the services page. Section headings are for convenience only.

3. Eligibility and Use of the Website

The website is intended for organisations and for adults acting on their behalf. You must be at least the age of majority in your jurisdiction to engage the desk or to submit an enquiry that creates a contractual relationship. The content of the website is provided for general information and does not itself constitute a grant decision, a legal opinion or a binding offer of services.

We grant you a limited, revocable, non exclusive licence to view and print pages from the website for your own legitimate purposes. You may not copy substantial parts of the site, republish it as your own or use it to train automated systems without our written permission. You may link to our pages freely, provided that the link is not misleading and does not suggest an endorsement that does not exist.

We work to keep the website available, but we do not promise uninterrupted access. Maintenance, security work and events outside our control may interrupt service, and we will not be liable for a delay that results from such an interruption.

4. The Grant Wing Desk Services

The desk comprises six services: intake file bays, disbursement runs, review letter desks, audit trail windows, partner vetting reviews and reporting sittings. Each service is described in working detail on the services page, and the description there forms part of these terms. A client may engage all six or a subset, depending on the scope recorded in the statement of work.

We deliver the desk with reasonable skill and care and in accordance with the methods described on the website. Where a client asks us to operate an existing process rather than design a new one, we will follow the client process to the extent that it is lawful and consistent with these terms.

Unless a statement of work says otherwise, the desk is operated from our Milton office at 1222 Rose Way, Milton - L9E 1P1, Canada (CA), and all personal information handling follows the practices described in our Privacy Policy.

5. Engagement and Statements of Work

An engagement begins when both parties sign a statement of work or, where no document is signed, when we confirm in writing that a described scope is accepted. The statement of work records the services, the delivery dates, the assumptions, the client responsibilities, the fees and the reporting cadence.

A statement of work may be varied by written agreement. Where a change affects cost, schedule or scope, we will describe the effect before the change is made. Informal requests made during a working session will be confirmed in writing before they alter the scope.

If the statement of work and these terms conflict, the statement of work prevails for the services it describes. If a statement of work is silent on a point, these terms apply.

6. Client Responsibilities

The desk depends on accurate input. A client agrees to provide complete and timely information, to nominate a person who can approve files and disbursements, to ensure that its own officers follow the agreed process, and to tell us promptly about any change that affects a grant, a partner or a reporting obligation.

A client is responsible for the lawfulness of the personal information it supplies to us and for providing any notices or consents required in its jurisdiction. We will support that work with descriptions of how the desk handles information, but the responsibility remains with the client as the organisation that decides why the information is collected.

A client is also responsible for its own decisions about awards, including the decision to make an award, the amount of an award and the conditions attached to it. We administer the process; we do not decide who receives funds.

7. Fees, Invoicing and Payment

Fees are set out in the statement of work. Unless the statement of work says otherwise, fees are invoiced monthly in arrears and are payable within thirty days of the invoice date. Invoices may include agreed expenses, such as travel to a client site, and each expense is supported by a receipt.

Fees are stated in Canadian dollars unless the statement of work names another currency. Applicable taxes are added where the law requires them. Late payment may attract interest at the rate stated in the statement of work or, if no rate is stated, at a reasonable commercial rate.

If a client disputes an invoice, it should tell us within fourteen days of receipt so that the matter can be resolved promptly. We will not suspend a live disbursement run because of a billing dispute unless the dispute concerns the fees for that run itself.

8. Disbursement Handling

We schedule and reconcile disbursement runs but we do not act as a bank or a payment institution. Funds are held and moved through the client own financial systems or through a payment provider engaged for that purpose. We prepare the run sheet, perform the reconciliation and record the confirmation, but the final execution rests with the financial institution.

A client must ensure that banking references given to us are correct and current. We will verify a change of banking details through a separate channel before a run is released, and we may delay a run where verification cannot be completed. A delay of this kind is a safeguard, not a breach of these terms.

Where a payment is made in error, the parties will cooperate to recover it. We will provide the records needed to trace the payment and to support recovery, and the client will keep us informed of the outcome.

9. Grant Decisions and No Guarantee of Outcome

We do not guarantee that an applicant will receive funding, that a programme will meet a funder target or that an audit will produce a particular result. The desk improves the reliability of the process; it cannot control the decisions of a panel, the priorities of a funder or the findings of an auditor.

Any examples, timelines or descriptions of outcomes on the website are illustrative. They describe how the desk is intended to work rather than promising a specific result for a specific client.

Where we provide advice on a process or a document, that advice is given in good faith on the information available at the time. It is not a legal opinion, and a client should obtain independent legal advice on matters that carry legal consequences.

10. Records, Audit Trails and Access

We keep the records needed to operate the desk, including the audit trail described on the services page. Records are kept as described in our Privacy Policy and for the period required by a funding agreement or by law. A client may request an extract of the trail for a specified award or round, and we will produce it within a reasonable time.

Ownership of grant records rests with the client or the funder as the statement of work provides. We hold records as a custodian and return or delete them at the end of the engagement in accordance with the retention schedule. Where deletion is not immediately possible because a record is held in a backup, we isolate it and ensure that it is not used for any other purpose until the backup cycle removes it.

We will not destroy an active grant record while a statutory or contractual retention period is running, even if a client asks us to do so, unless the request is supported by a lawful authority.

11. Confidentiality

Each party will keep confidential the non public information of the other party that it learns in the course of the engagement, and will use that information only for the purposes of the engagement. Confidential information includes grant files, applicant details, partner information, financial records and the internal methods of the desk.

Confidentiality does not apply to information that is already public, that is lawfully received from a third party without a duty of confidence, that is independently developed without reference to the confidential material, or that a party is required to disclose by law. Where a disclosure is required, the disclosing party will give notice where it is permitted to do so.

These obligations survive the end of the engagement for as long as the information remains confidential.

12. Privacy and Personal Information

Personal information is handled as described in our Privacy Policy, which forms part of these terms. Where we process information on a client behalf, we act on documented instructions and we apply the safeguards described in that policy. A client must not instruct us to process information in a way that breaches applicable privacy law.

We will notify a client without undue delay if we become aware of a breach that affects information entrusted to us, and we will cooperate with the client response and with any notification required by law.

The Privacy Policy explains how individuals can make access, correction and complaint requests. Those routes remain available to applicants and grantees regardless of the contractual arrangements between the company and a client.

13. Third Party Systems and Providers

The desk may connect to systems operated by a client or by a third party, such as an accounting package, a document repository or a payment provider. We are not responsible for the availability, security or accuracy of a system that we do not control, although we will use reasonable skill in integrating with it.

Where a third party system change breaks an interface, we will work with the parties involved to restore service. Any additional work required by a change outside our control may be treated as a variation to the statement of work.

Links from our website to third party sites are provided for convenience. We do not endorse the content of those sites and we are not responsible for their practices.

14. Intellectual Property

The website, its text, its design and the methods and templates that make up the desk are owned by Super Fed Inc. or licensed to it. These terms do not transfer ownership of that material to a client, and no client may resell, sublicense or publish it without our written permission.

Where a statement of work provides that a client will own a specific deliverable, ownership of that deliverable passes to the client on full payment, and we retain a licence to use the underlying methods and general know how in later work for other clients.

The names Super Fed Inc. and the desk branding may not be used in a way that suggests a partnership or endorsement without our agreement.

15. Client Materials and Licence

A client retains ownership of its materials. The client grants us a limited licence to use, copy and process client materials for the purposes of the engagement, including disclosure to a service provider that supports the desk. The licence ends when the engagement ends, except where retention is required by law or by the record keeping obligations described in section ten.

A client confirms that it has the right to supply the materials it gives us, including any personal information about third parties, and that the supply does not breach a duty owed to someone else.

If a client asks us to remove materials from the desk, we will do so as soon as reasonably possible, subject to any retention obligation that applies.

16. Acceptable Use

You may use the website and the desk only for lawful purposes. You may not attempt to gain unauthorised access to a system, interfere with the operation of the website, submit false information in an application, or use the desk to harass another person. You may not use automated tools to scrape the website in a way that burdens our servers.

If we believe that a use breaches this section, we may suspend access, preserve the relevant records and, where the law requires it, notify the appropriate authority. We will tell the person affected where we are permitted to do so.

Any attempt to circumvent the security of the desk, whether successful or not, is a breach of these terms and may be a criminal offence.

17. Warranties and Disclaimers

We warrant that the desk will be delivered with reasonable skill and care and in accordance with the description on the services page and the statement of work. Apart from that warranty, and to the extent permitted by law, the website and the desk are provided as they are, without any other warranty, whether express or implied.

We do not warrant that the website will be free of errors or interruptions, that a defect will be corrected immediately, or that the desk will meet every expectation a client may hold. We do warrant that we will respond to a reported defect promptly and make reasonable efforts to correct it.

Nothing in these terms excludes a warranty that cannot be excluded by law, including any statutory right that applies in the client jurisdiction.

18. Limitation of Liability

To the extent permitted by law, the company will not be liable for indirect, incidental, special or consequential loss, including loss of profit, loss of funding, loss of reputation or loss of data, arising from the use of the website or the desk.

The total liability of the company for all claims arising from an engagement is limited to the fees paid by the client for the twelve months preceding the event that gave rise to the claim, or to the amount stated in the statement of work if a different limit is agreed. Where no fees have been paid, the limit is one hundred Canadian dollars.

The limitation does not apply to fraud, wilful misconduct or a liability that cannot be limited by law. It applies to the benefit of the company officers, employees and subcontractors.

19. Indemnity

A client will indemnify the company against claims, losses and reasonable costs arising from client materials that infringe the rights of a third party, from a breach by the client of these terms, or from a decision the client makes about an award. This indemnity does not apply where the claim results from the company own negligence or breach.

The company will indemnify a client against direct losses caused by the company breach of confidentiality or by a claim that a deliverable infringes a third party right, subject to the limitation in section eighteen. The indemnified party must notify the other promptly and cooperate in the defence of a claim.

20. Suspension and Termination

Either party may end an engagement by giving the notice period stated in the statement of work or, where no period is stated, thirty days written notice. Either party may end the engagement immediately if the other commits a material breach that is not remedied within fourteen days of notice, or if the other becomes insolvent.

We may suspend access to the website at any time for maintenance or security reasons. We may suspend the desk where a client fails to pay an undisputed invoice, where continuing would breach the law, or where there is a serious risk to a partner or to a person. Any suspension is communicated in writing with the reason and the conditions for restoring service.

On termination, we will hand over the records that belong to the client, provide a final report on open awards, and invoice for work completed. Sections that by their nature should survive will survive, including confidentiality, intellectual property, limitation of liability and governing law.

21. Force Majeure

Neither party is liable for a failure to perform caused by an event outside its reasonable control, including a natural disaster, a widespread power failure, a network outage, a labour dispute, a change in law or a public health emergency. The affected party will notify the other promptly and will resume performance as soon as it is reasonably able.

If such an event continues for more than thirty days, either party may end the affected engagement without penalty, subject to payment for work performed and records already produced.

22. Governing Law and Disputes

These terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. The parties submit to the exclusive jurisdiction of the courts of Ontario, sitting in the region that includes Milton.

Before starting a proceeding, the parties will attempt in good faith to resolve the dispute by discussion between senior representatives. If discussion does not resolve it within thirty days, the parties may agree to mediation before a mediator chosen together. Nothing in this section prevents a party from seeking urgent relief to protect its information or its rights.

23. Changes to These Terms

We may revise these terms from time to time. When we make a material change, we will update the date at the top of this page. A change does not apply retroactively to an engagement that has its own statement of work unless the parties agree in writing.

Continued use of the website after a revision takes effect means that you accept the revised terms. If you do not accept a revision, please contact us before continuing to use the desk.

24. Contact

Questions about these terms should be sent to Super Fed Inc., 1222 Rose Way, Milton - L9E 1P1, Canada (CA), by email to respond@superfed.autos or by telephone to +19127614714. We aim to acknowledge every message within two working days.

These terms are intended to be read together with the Privacy Policy linked in the footer of this page. Thank you for taking the time to read them.