Terms & Conditions, Digital Adoption Website Services Grant
Terms and Conditions
- Introduction
These CDAP Terms and Conditions (these "Terms and Conditions") are incorporated by reference into that Canada digital adoption recipient agreement (the "Agreement") between the Ontario Chamber of Commerce ("OCC") and the program recipient (the "Recipient"). All capitalized terms not defined in these Terms and Conditions have the meanings given in the Agreement. The Recipient agrees to abide by these Terms and Conditions.
- Eligible Costs
The Recipient acknowledges that the following criteria will be used by OCC as guidance in determining whether the costs set out in the Report are Eligible Costs:
Eligible Costs must be related to the implementation of an e-commerce solution for the Recipient or the net new cost for improving an existing e-commerce plan of the Recipient, including:
- costs related to the implementation or improvement of the Recipient’s digital e-commerce plan (including, but not limited to, website development and electronic payments);
- costs related to website search optimization;
- costs related to the installation of an e-commerce platform (including subscription fees);
- costs of back-office solutions to support the Recipient’s e-commerce strategy;
- costs of social media advertising; and,
- costs related to the creation of customer databases.
The following costs will not be considered by OCC to be Eligible Costs, and will be considered Non-Eligible Costs under the Agreement:
- costs of connectivity;
- cost of e-commerce solutions or subscriptions incurred or committed to prior to the date on which OCC notifies the Recipient of its acceptance into the Program (the "Program Acceptance Date");
- costs related to the shipping of goods purchased through e-commerce platform; and
all Goods and Services Tax, Provincial Sales Tax, and Harmonized Sales Tax (collectively, the "Taxes") paid by the Recipient, including for great certainty any Taxes paid by the Recipient in connection with any Eligible Cost.
Eligible Costs must contribute to the objective of the CDAP and the Program, which is to help small businesses expand their customer bases online by ensuring they can access support to digitize and take advantage of e-commerce opportunities.
Eligible Costs must be purchased or acquired at competitive prices that are no greater than Fair Market Value after deducting all trade discounts and similar items. "Fair Market Value" means the price that would be agreed to in an open and unrestricted market between knowledgeable and willing parties dealing at arm’s length, who are fully informed and not under any compulsion to transact.
Any Eligible Costs associated with awarding contracts for the Project shall be the result of a fair and competitive or otherwise justifiable and generally accepted sound business process that results in competent and qualified contractors working on the Project.
The Recipient further acknowledges that OCC has sole and absolute discretion in determining whether, and in what quantum, the costs set out in the Report are Eligible Costs. Eligible Costs and criteria may be changed at any time at the discretion of the OCC.
- Conditions of the Grant
The net aggregate amount received by the Recipient from (a) OCC in the form of the Grant, and (b) all other government sources (including, but not limited to, any grants, contributions, implicit subsidies, forgivable loans, investment tax credits and any other tax credits received from any government source) may not exceed the actual amount paid by the Recipient for all Eligible Costs set out in the Report. For further certainty, the Recipient may not obtain a net financial benefit from the Grant and other programs in respect of any Eligible Costs submitted by the Recipient to OCC. The Recipient must disclose to OCC whether and to what extent any costs set out in the Report are funded by government sources.
The Recipient agrees to promptly notify OCC, within 5 days, in the event that any other financial assistance related to any costs set out in the Report, other than governmental assistance set out above, is approved and provided prior to March 31, 2026. The Recipient acknowledges and agrees that, at OCC’s sole discretion, the amount of the Grant may be reduced to the extent of any additional financial assistance, and OCC may require the Recipient to repay all or part of any excess received by the Recipient, at OCC’s sole discretion.
- Record-Keeping; Auditing; Surveys
The Recipient must maintain complete and accurate accounts and records of all Eligible Costs in the Report (including all paper records with personal information) until March 31, 2028.
Beginning on the Program Acceptance Date and continuing until March 31, 2028, OCC, Canada, and the Minister, including each of their representatives, have the right to access and audit the books and accounts of the Recipient relating to the Eligible Costs set out in the Report, and have the right to access the premises of the Recipient as required. The Recipient acknowledges that the Minister may share information collected with other federal departments and governments who are providing funding for the CDAP.
The Recipient agrees to release to OCC, upon request and in a timely manner, for the purpose of releasing to the Office of the Auditor General of Canada (the "Auditor General"): (a) all records held by the Recipient or by agents or contractors of the Recipient relating to the Report and the use of the Eligible Costs set out in the Report, (b) all relevant information, as may reasonably be required to undertake a performance audit of the Program, and (c) such further information and explanations as the Auditor General or anyone acting on behalf of the Auditor General may request relating to any part of the Agreement or the use of funds. The Auditor General may discuss any concerns raised in its inquiry with the Recipient and with the Minister. The results may be reported to the Parliament of Canada in a report of the Auditor General.
The Recipient agrees to participate in meetings with OCC at its request for the purpose of discussing the Recipient's submissions, or for the purposes of discussing the Recipient's experience with the Program. The Recipient consents to participating in follow-up surveys, having their information shared with the Government of Canada (Innovation, Science and Economic Development Canada and Statistics Canada), and having the name of its business published as a recipient of funding. The Recipient consents to being contacted by the Minister or government officials in relation to follow up on surveys and success stories. The consents set forth in this paragraph shall survive the termination of the Agreement.
- Payment
Upon review of the Recipient's Report, a fully executed CDAP Recipient Funding Acceptance Form, and any other documentation required by OCC, OCC shall determine the value of the grant available to the Recipient, and shall notify the Recipient of its Grant, if any. The Grant will be paid by OCC to the Recipient within 45 Business Days of such notification by OCC to Recipient. "Business Days" means any day other than a day which is a Saturday, a Sunday or a statutory holiday in the Province of Ontario or a day on which banks in the City of Toronto are not generally open for business.
- E-Commerce Advisor and E-Commerce Platforms
In accordance with the Program Guidelines, OCC shall coordinate and make available to the Recipient E-Commerce Advisor(s) (the "E-Commerce Advisors") following the Effective Date to assist the Recipient with exploring its e-commerce and digital capabilities. The Recipient acknowledges that its contact information will be shared with the E-Commerce Advisors, and consents to being contacted by the E-Commerce Advisors. OCC makes no representation as to the adequacy of the skills or abilities of any E-Commerce Advisor.
In accordance with the Program Guidelines, OCC or the E-Commerce Advisors may provide the Recipient with a list of e-commerce platform or e-commerce supplier options, which the Recipient may choose from in building its Project. The Recipient is not required to use any particular e-commerce platform or e-commerce supplier, including any of those options provided by OCC or an E-Commerce Advisor to the Recipient.
- Confidential Information
The Parties may disclose Confidential Information one to another to facilitate performance of the Agreement. Each Party will safeguard and not disclose such Confidential Information received from the other Party except to those of the receiving Party’s personnel who have a need to know and an obligation to protect it. For the purposes of the Agreement, "Confidential Information" means non-public, proprietary, or sensitive information of a Party. Confidential Information does not include information that:
Is already known by the receiving Party;
Is in or becomes part of the public domain without breach of the Agreement;
Is obtained from a third party, provided that such third party is not in breach of any confidentiality obligations; or
Is required by law, regulation, rule act or order of any governmental authority or agency to be disclosed by the receiving Party.
Notwithstanding the foregoing obligations of confidentiality, the Recipient hereby consents to the sharing or release of Recipient’s Confidential Information by OCC to its technology and delivery partners, to the respective E-Commerce Advisors' post-secondary institutions, to provincial and territorial governments, and to Canada. OCC shall ensure that any disclosure respects all legal requirements relating to Recipient Confidential Information.
- Privacy
OCC is committed to operating in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA). Any information provided to OCC in connection with the Program or otherwise in connection with the Agreement shall be collected, used, and disclosed in accordance with the terms contained in the Agreement.
The CDAP is a program funded by Canada. Accordingly, Canada or its designated agent ("Canada’s Third Party") may need the personal information collected and compiled pursuant to the Agreement to:
measure the results of the Program and evaluate the success of the Program;
evaluate more generally, the success of the CDAP in achieving its objective; and
meet its obligation of accountability to Canadian Parliament and the Canadian public for the operation of the CDAP by reporting on the results of the CDAP and its success in achieving its objective.
By participating in the Program, the Recipient may be subject to a longitudinal study administered by Statistics Canada.
When provided to Canada, the personal information collected under the Agreement is administered in accordance with the Privacy Act (Federal) and the Department of Employment and Social Development Canada Act (Federal). The Recipient has a right under the Access to Information Act (Federal) to obtain access to that information from Canada. When provided to Canada’s Third Party, the personal information collected and compiled pursuant to the Agreement is administered in accordance with the Privacy Act (Federal). The Recipient has a right under the Access to Information Act (Federal) to obtain access to that information.
OCC and its Partners and Affiliates may from time to time contact applicant organizations to promote OCC’s programs or services. If you have any questions about the collection, use, or disclosure of personal information by OCC as referenced on this form, please contact: OCC CDAP Personnel at
- Public Recognition and Announcement
The Recipient shall, in all public communications relating to the Project or any Eligible Costs set out in the Report (including but not limited to web sites, publications, news releases, presentations, annual reports, on-site signage) acknowledge the financial support of the Minister in a form that is satisfactory to the Minister.
The Recipient shall give reasonable prior notice to the Minister and OCC of a proposed public announcement or ceremony relating to the Project. The Minister, or his/her designated representative, and OCC, will be invited to participate in such an announcement or ceremony to take place where possible at a mutually agreed date. Where the Minister or his/her representative, or OCC, wishes to participate in such an announcement or ceremony, the Recipient shall cooperate with the representative(s) in respect of such announcement or ceremony.
The Recipient acknowledges that that the name of the Recipient, the amount of the contributions and the general nature of the Project may be made publicly available by (a) Canada in accordance with the Government of Canada’s commitment to proactively disclose the awarding of grants and contributions, and/or (b) OCC. This acknowledgement shall survive the termination of the Agreement.
- Intellectual Property
OCC makes no claim to ownership of any assets and any intellectual property generated by the Recipient through its participation in the Program and its receipt of the Grant, with the exception of information contained in Recipient’s reports and other materials provided to OCC in respect of the Recipient's reporting obligations under the Agreement. OCC encourages ownership by the Recipient of intellectual property created or acquired as part of the Program, in accordance with relevant intellectual property policy and provincial and federal legislation, if applicable.
- Change of Status
The Recipient will immediately inform OCC should any significant changes in status occur; including a major restructuring, merger or change of ownership, change of business or location, or any other change that results or may result in the Recipient no longer qualifying for the CDAP.
- Adherence to laws
The Recipient shall comply with all federal, provincial, territorial, municipal, and other applicable laws governing the Recipient and any Eligible Costs set out in the Report, including but not limited to, statutes, regulations, by-laws, rules, ordinances and decrees.
- Control
The Recipient shall ensure that membership, shareholders or directors of the Recipient are not controlled by representatives or agents of the federal government.
- Conflict of Interest
A "Conflict of Interest" includes a situation in which a person associated with the Recipient or any member of his or her family is able to benefit financially from his or her involvement in the CDAP or the Program or any circumstances where the Recipient or any person who has the capacity to affect the Recipient’s decision, has outside commitments, relationships, or financial interests that could, or could be seen to, interfere with its, his, or her objective, unbiased and impartial judgment relating to the CDAP, the Program and/or the use of Grant funds.
If the Recipient believes there may be a Conflict of Interest, the Recipient shall (a) disclose to OCC without delay any situation that a reasonable person would interpret as either an actual, potential, or perceived Conflict of Interest and (b) comply with any subsequent instructions from OCC to resolve or remedy the actual, potential, or perceived Conflict of Interest.
- Representations and Warranties
The Recipient represents and warrants that:
no member of the House of Commons or Senate of Canada shall be admitted to any share or part of the Agreement or to any benefit arising from it, that is not otherwise available to the general public; and
no current or former public servant or public office holder, to whom the Values and Ethics Code for the Public Sector, the Policy on Conflict of Interest and Post-Employment or the Conflict of Interest Act applies, shall derive direct benefit from the Agreement, including any employment, payments, or gifts, unless the provision or receipt of such benefits is in compliance with such codes and the legislation.
- General
Nothing in the Agreement shall be construed to create any association, partnership, joint venture, agency, fiduciary, or employment relationship between the Parties, for any purpose, and neither Party has the authority to contract for or bind the other Party in any manner whatsoever.
All notices, documents or other communications required or permitted to be given under the Agreement shall be in writing and are effectively given if delivered personally, sent by prepaid courier service or registered mail, or by email transmission (provided sending Party receives receiving Party’s email read receipt or a reply email), to the other Party at the address or email address set out in the Agreement, as applicable, or to such other address or email address that either Party has designated by notice in writing to the other Party, and be deemed to have been given or made and to have been received on the day of delivery if delivered personally, or on the day of email transmission, provided that such day is a business day and the communication is so delivered, emailed or sent prior to 4:30pm EST on such day.
Time is of the essence and all references to time in the Agreement are considered conditions of the Agreement. No extension or waiver of any time periods amends this provision.
Neither Party may assign the Agreement without the prior written consent of the other Party. The Agreement will be interpreted and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom.
The Agreement is binding upon the Parties, and enures to the benefit of their respective successors and permitted assigns.
The Program Guidelines are incorporated into and form part of the Agreement. The Agreement, Appendices A to C that are attached hereto and the Program Guidelines together constitute the entire agreement between the Parties and supersede all prior communications, negotiations, statements, representations, and agreements, whether written or oral. In the case of any conflict between the provisions of the Agreement and the Terms and Conditions or the Program Guidelines, the provisions of the Agreement shall govern. In the case of any conflict between the provisions of the Terms and Conditions and the Program Guidelines, the provisions of the Terms and Conditions shall govern.
OCC may amend the Terms and Conditions and Program Guidelines at will, provided that OCC will make such amendments generally available to the Recipient.
If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Agreement, or invalidate or render unenforceable such term or provision in any other jurisdiction.
