Last Updated: 2026-01-05
These Terms and Conditions (this "Agreement") are a legal contract between Scaffold Insite Inc. ("Scaffold Insite", "we", "us" or the "Company"), an Ontario, Canada corporation, and the entity or person ("Customer" or "you") who accesses or uses the Scaffold Insite software platform (the "Service"). This Agreement governs your use of the Service. By registering for an account, clicking "I Agree" (or a similar button) or otherwise using the Service, you acknowledge that you have read and understood this Agreement and agree to be bound by its terms. If you are entering this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these terms. If you do not agree with these Terms and Conditions, you must not access or use the Service.
Business Use Only: The Service is a commercial/industrial software-as-a-service platform offered exclusively for business use. Scaffold Insite is based in Ontario, Canada and operates globally, but the Service is not intended for personal, household, or consumer use. By accepting this Agreement, you affirm that you are using the Service for business purposes and not as an individual consumer, and that you are not entitled to consumer protection rights that apply to non-business, personal transactions. No single individual acting in a personal capacity may subscribe to the Service or pay the upfront Project setup fee, which is designed for business project deployments. Scaffold Insite reserves the right to refuse or terminate access to any user we determine is using (or intends to use) the Service in violation of this provision.
For the purposes of this Agreement, the following capitalized terms have the meanings set forth below:
To access and use the Service, Customer must register for an account and provide accurate, current, and complete information, keeping such information updated. Customer is responsible for maintaining the confidentiality of account credentials and for all activities under its account, and must promptly notify Scaffold Insite of any unauthorized use or security breach.
Eligibility Requirements: The Service is only available to business and commercial entities for legitimate industrial or commercial uses. By registering or using the Service, Customer represents and warrants that it is acting for business purposes and that users are at least 18 years old and acting in their capacity as business personnel. No consumer use is permitted. Customer may not use the Service if Customer is a direct competitor of Scaffold Insite, except with Scaffold Insite’s prior written consent.
Subject to compliance with this Agreement (including payment of all fees), Scaffold Insite grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term, solely for Customer’s internal business purposes. All rights not expressly granted are reserved by Scaffold Insite and its licensors.
Project Setup Fee: $2,500 per new Project, invoiced at Project commencement and non‑refundable once setup work is performed. Setup fees may be expressly waived in writing within the application.
Subscription and Usage Fees:
Usage Measurement, Adjustments, and Backcharges: Usage fees are calculated from Tracked Hours recorded in the Service for each Project and company during the applicable cycle(s). If Customer or any Authorized User adds, edits, or adjusts Tracked Hours for dates in the past (including within a prior billing week or a prior cycle), the Service may calculate additional Tracked Hours that were not previously billed. In such cases, Scaffold Insite may invoice and charge the incremental amount as a backcharge on a subsequent billing run (which may be shown as a separate invoice and will describe the applicable period).
No Refunds for Negative Adjustments: If Tracked Hours are later reduced or removed (for example, by deleting timesheets or progress report entries), Customer is not entitled to refunds or credits for previously billed usage fees, except where required by law or expressly approved by Scaffold Insite in writing.
Example: 200 hours in a cycle = $50 base + (100 × $0.50) = $100.
Owner Pays All: If enabled by the Project Owner, the designated owner company is billed for all companies’ Tracked Hours on that Project; otherwise, each participating company is billed only for its own Tracked Hours.
Trials & Grace: Trial access may be offered per company per project. If no valid payment method is on file by trial end, a 14‑day grace period applies for payment and method update. After grace expires, access for that company on the project is suspended except for Billing Management until arrears are paid and a valid payment method is provided.
Late or Failed Payments: On failed charges, we will notify the billing contacts and commence a 14‑day grace period. If unresolved, access will be suspended as above.
Customer Cancellation Requests: Authorized billing managers may request cancellation from within the Service. To protect Customer from accidental or malicious cancellation requests, Scaffold Insite may require additional verification and internal approval (for example, review by our cancellations team) before a cancellation request is accepted and takes effect. Unless and until the request is approved, service and billing may continue as normal.
Cancellation Effective Date and Grace Period: If a cancellation request is approved, cancellation takes effect after a 14‑day read-only grace period. During the grace period Customer may view and export existing data but may not submit new records until billing is resumed. If Customer does not resume service before the grace period expires, project access is revoked and remaining data is retained for up to 30 days for export before deletion.
Payment Method Removal: Removing all valid payment methods or failing to maintain a current method may result in a failed payment and suspension/grace handling as described above, and may also be treated as a cancellation request. To avoid service interruption or data loss, Customer must maintain a current payment method and billing contact information.
Fee Avoidance and Annual Minimum Fee: If, in Scaffold Insite’s reasonable discretion, Customer uses the Service in a manner intended to avoid fees (e.g., heavy use of other modules while not logging labor hours), Scaffold Insite may impose an additional annual service fee of $2,500 (once per 12-month period per Customer), after notice and consideration of legitimate reasons for lack of hour tracking.
Changes to Fees: Fees may change with advance notice, effective on the next billing cycle. Continued use after the effective date constitutes acceptance.
Billing and Invoicing: Scaffold Insite generally bills on a weekly cadence (for example, on Mondays), and may create one or more invoices per billing run (including separate invoices for backcharges). Usage fees are typically billed in arrears based on Tracked Hours recorded to date; base fees are charged once per cycle; setup fees are billed at Project initiation. Customer authorizes Scaffold Insite (and its payment processor) to charge Customer’s on-file payment method(s), including for backcharges and other adjustments as described above, and to deliver invoices/receipts electronically to billing contacts.
Payment Terms: Net 30 days. Customer is responsible for transfer or FX charges and providing accurate billing details.
Taxes: Fees are exclusive of taxes; Customer is responsible for applicable taxes, excluding taxes on Scaffold Insite’s net income.
Late Payments: Interest at 1.5% per month (or the maximum legal rate) may apply; access may be suspended for overdue amounts after notice.
No Refunds: All fees are non-cancellable and non-refundable unless required by law or expressly stated otherwise.
Fee Disputes: Disputes must be raised within 60 days of invoice. Undisputed amounts remain due.
Audit of Usage: Scaffold Insite may review usage to verify compliance and invoice any underpaid fees (including where Tracked Hours were recorded late or adjusted after prior billing runs); audits revealing deliberate circumvention constitute a material breach.
Scaffold Insite uses commercially reasonable efforts to provide the Service on a continuous, 24/7 basis, with planned maintenance and interruptions due to circumstances beyond reasonable control. No specific uptime guarantee is provided unless set out in a separate SLA addendum.
Ownership of Customer Data: Customer retains all rights to data it uploads to the Service ("Customer Data"). Scaffold Insite treats Customer Data as Confidential Information and uses it only as permitted in this Agreement.
License to Use Customer Data: Customer grants Scaffold Insite a limited license to process Customer Data to provide and support the Service and as otherwise instructed by Customer.
Data Usage for Improvements: Scaffold Insite may collect and use aggregated, de-identified analytics about Service use to improve the Service and for industry benchmarking; such data will not include Customer-identifiable information.
Privacy and Personal Data: Scaffold Insite will handle personal data in accordance with applicable privacy laws and its Privacy Policy (incorporated by reference).
Data Security: Scaffold Insite implements industry-standard technical and organizational measures to protect Customer Data, recognizing no cloud service can be guaranteed 100% secure.
Data Retention and Deletion: Upon termination, Customer Data will be available for export for up to 30 days, after which it will be deleted in the ordinary course (subject to backup rotations).
Each party may receive Confidential Information of the other. The Receiving Party will protect Confidential Information using at least a reasonable standard of care, use it only to perform under this Agreement, and disclose it only to those with a need to know under similar obligations. Certain exclusions apply (e.g., public information, independent development). Compelled disclosures are permitted with notice where lawful. Obligations survive for three (3) years, or as long as trade secrets remain protected.
Scaffold Insite retains all rights in and to the Service and related IP. No rights are granted except as expressly stated. Customer will not remove proprietary notices. Feedback may be used by Scaffold Insite without restriction.
Use of Third-Party Services is optional and governed by those providers’ terms. If enabled by Customer, necessary data exchanges may occur. Scaffold Insite is not responsible for acts, omissions, downtime, or data handling by third-party providers, and does not guarantee continued availability of any integration.
This Agreement begins upon acceptance or first use and continues until terminated. Customer may terminate with 30 days’ written notice. Scaffold Insite may suspend or terminate for non-payment or other material breach (subject to any cure periods), for repeated violations, for insolvency events, or for convenience with 60 days’ notice (with applicable refunds of prepaid unused fees). Upon termination, access ceases and data retrieval is available for 30 days as described above.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, SCAFFOLD INSITE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. No advice or information creates any warranty unless expressly stated in this Agreement.
To the fullest extent permitted by law, neither party will be liable for indirect, incidental, consequential, special, punitive, or exemplary damages or lost profits, revenues, or data. Each party’s total liability is capped at the fees paid or payable by Customer to Scaffold Insite in the twelve (12) months preceding the first event giving rise to liability, except for exclusions not permitted by law and for specified exceptions (e.g., payment obligations, confidentiality breaches, indemnification, or willful misconduct).
By Customer: Customer will defend and indemnify Scaffold Insite against third-party claims and losses arising from Customer’s breach of this Agreement, Customer Data, unauthorized or unlawful use of the Service, or Third-Party Services integrations (except to the extent caused by Scaffold Insite’s breach or willful misconduct).
By Scaffold Insite (IP Infringement): Scaffold Insite will defend Customer against claims alleging that the Service, when used according to this Agreement, infringes certain IP rights, and will provide the stated remedies (procure rights, modify/replace, or terminate with pro-rata refund) subject to exclusions and conditions.
This Agreement is governed by the laws of the Province of Ontario, Canada, and applicable federal laws of Canada, excluding conflicts principles and the United Nations Convention on Contracts for the International Sale of Goods. Disputes will be brought exclusively in the courts in Ontario (e.g., Toronto), subject to either party’s right to seek injunctive relief in any competent jurisdiction.
Scaffold Insite may update these Terms from time to time. Material changes will be communicated in advance where feasible and take effect at the next billing cycle or renewal. If Customer objects, Customer may terminate before changes take effect; otherwise continued use constitutes acceptance.
By using the Service, Customer acknowledges that it has read and understood this Agreement and agrees to be bound by its terms.