Terms of Service

Acceptance of These Terms

These Terms of Service, together with any documents referenced herein, form a legally binding agreement between you and Opusgreen Buy And Sell Corporation, operating under the developer name OpusGreen. By accessing or using the website located at https://www.opusgreen.buzz or by engaging our services, you agree to be bound by these terms.

If you are entering into these terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree with any part of these terms, you must not access the website or use our services.

We may require you to accept additional terms for specific engagements, and those additional terms will apply together with these Terms of Service. In the event of a conflict, the terms of a signed service agreement will govern.

Description of Services

OpusGreen provides computer systems design and related services, including systems architecture, software and data integration, cloud and infrastructure engineering, managed services, and technology consulting. A detailed description of the services to be provided for any given engagement will be set out in a written proposal, statement of work, or service agreement.

We reserve the right to modify, suspend, or discontinue any part of our website or services at any time. We may also introduce new services or features from time to time, and such additions will be subject to these terms.

Our services may include, without limitation, systems architecture and design, software and data integration, cloud migration and infrastructure engineering, security auditing and hardening, legacy system modernization, managed monitoring and support, and technology consulting. The precise scope, deliverables, milestones, and acceptance criteria for a project will be described in the applicable service agreement.

Eligibility

You must be at least eighteen years of age and capable of forming a binding contract to use our website and services. By using the website, you represent and warrant that you meet these requirements and that you will comply with all applicable laws and regulations.

If you are using the website on behalf of an organization, you represent that you are authorized to do so and that the organization agrees to be bound by these terms.

If you are located in a jurisdiction where these terms or the use of the website is prohibited by law, you may not access the website, and any access from such a jurisdiction is void where prohibited.

Account and Contact Responsibilities

Certain features of our services may require you to provide contact or account information. You agree to provide accurate, current, and complete information and to keep that information up to date. You are responsible for maintaining the confidentiality of any credentials used to access our services and for all activities that occur under those credentials.

You agree to notify us promptly of any unauthorized use of your account or any other breach of security. We will not be liable for losses caused by your failure to comply with these obligations.

We may suspend access if we have reason to believe that credentials have been compromised. You are responsible for any losses arising from unauthorized access to your account that results from your own negligence.

Acceptable Use

You agree to use our website and services only for lawful purposes and in a manner that does not infringe the rights of others or restrict their use and enjoyment of the services. You must not use our website to upload or transmit malicious code, to attempt unauthorized access to our systems or those of others, or to interfere with the normal operation of the website.

You must not use the website to send unsolicited commercial communications, to engage in deceptive practices, or to violate any applicable law. You agree not to reverse engineer, decompile, or attempt to extract source code from any software provided as part of our services except as expressly permitted by law.

We reserve the right to investigate and take appropriate action, including suspension or termination of access, against any user who violates these terms.

You may not use automated means, including bots, scrapers, or crawlers, to access the website in a manner that imposes an unreasonable load on our systems. You may not attempt to bypass any security measures, access content through unauthorized means, or interfere with the proper working of the website or the networks connected to it.

Any conduct that we determine, in our reasonable discretion, restricts or inhibits another user from using or enjoying the website will not be permitted. We may report unlawful conduct to the appropriate authorities where required.

Intellectual Property

The website and its content, including text, graphics, logos, and design elements, are the property of Opusgreen Buy And Sell Corporation or its licensors and are protected by intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to access and view the website for your personal or internal business use.

You may not copy, reproduce, distribute, or create derivative works from any part of the website without our prior written consent. Nothing in these terms grants you any right or license to our trademarks, service marks, or trade names.

Ownership of any deliverables created in the course of a service engagement, including software, documentation, and designs, will be addressed in the applicable service agreement between you and the Company.

Any feedback, suggestions, or ideas you provide regarding our website or services may be used by us without restriction and without any obligation to compensate you. Unless a service agreement states otherwise, we retain ownership of all pre-existing materials, tools, and methodologies that we bring to an engagement, together with any improvements made to them.

You may not use automated means to reproduce, mirror, or cache any portion of the website without our prior written consent, except as expressly permitted by applicable law.

User Content

You may submit information or materials to us through the website, including inquiries, feedback, and other communications. By submitting content, you grant us a non-exclusive, royalty-free, worldwide license to use, reproduce, and modify that content solely for the purpose of providing our services and improving our offerings.

You represent that any content you submit does not infringe the rights of any third party and is not confidential to a third party unless we have agreed in writing to treat it as such. We are under no obligation to retain or return content you submit.

We do not claim ownership of the content you submit, but you grant us the rights described above so that we may operate the services. We may, but are not obligated to, review, monitor, or remove any content submitted through the website at our sole discretion.

You warrant that you have all rights necessary to grant the license described in this section and that your content will not violate any law or the rights of any third party.

Fees and Payment

Fees for our services will be set out in the applicable proposal, statement of work, or service agreement. Unless otherwise stated, invoices are due within the period specified on the invoice, and late payments may be subject to interest or suspension of services.

You are responsible for any taxes applicable to the services, other than taxes on our income. If you believe an invoice is incorrect, you must notify us in writing within the timeframe stated on the invoice so that we can review it in good faith.

Unless otherwise agreed in writing, all fees are stated in Canadian dollars and are exclusive of applicable taxes. We may require a deposit before commencing work and may invoice additional amounts for out of pocket expenses that are approved by you in advance. Payments not received by the due date may accrue interest and, after notice, may result in the suspension of services.

Confidentiality

During the course of an engagement, each party may disclose confidential information to the other, including business plans, technical specifications, and proprietary data. The receiving party agrees to protect that information with the same degree of care it uses to protect its own confidential information and not to disclose it except as necessary to perform its obligations.

Confidential information does not include information that is publicly available, already known to the receiving party, independently developed, or rightfully received from a third party without obligation of confidentiality. These obligations survive the termination of the applicable service agreement.

Nothing in these terms prevents either party from disclosing information to the extent required by law, regulation, or a valid order of a court or governmental authority, provided that the receiving party gives the other party prompt notice where permitted and reasonably cooperates to limit the scope of disclosure.

The obligations in this section remain in effect for a period of three years following termination, or for as long as the information retains its confidential character, whichever is longer.

Warranties and Disclaimers

The website and our services are provided on an as is and as available basis. To the maximum extent permitted by law, we disclaim all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the website will be uninterrupted or error free, that defects will be corrected, or that the website is free of viruses or other harmful components. You use the website at your own discretion and risk.

We will use reasonable skill and care in performing the services described in an applicable service agreement. To the extent permitted by law, any warranties set out in a signed service agreement are the sole and exclusive warranties with respect to the services, and all other warranties are disclaimed.

Limitation of Liability

To the maximum extent permitted by law, Opusgreen Buy And Sell Corporation will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or goodwill, arising out of or related to your use of the website or our services.

Our total aggregate liability arising out of or related to these terms or the website will not exceed the greater of the amount you paid us for services in the twelve months preceding the event giving rise to liability, or one hundred Canadian dollars.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the limitations above may not apply to you. In such jurisdictions, our liability is limited to the fullest extent permitted by law.

Neither party will be liable for any failure or delay in performing its obligations under these terms to the extent that the failure or delay results from causes beyond its reasonable control, including natural disasters, failures of utilities or telecommunications, acts of government, or labor disturbances.

Indemnification

You agree to indemnify and hold harmless Opusgreen Buy And Sell Corporation, its officers, directors, employees, and agents from and against any claims, damages, liabilities, and expenses, including reasonable legal fees, arising out of or related to your use of the website, your violation of these terms, or your violation of the rights of any third party.

This indemnification obligation survives the termination of these terms and applies to claims brought by third parties, including claims related to content you submit or to your misuse of the website or services.

Termination

We may suspend or terminate your access to the website or our services at any time, with or without cause, and with or without notice. You may stop using the website at any time. Upon termination, provisions of these terms that by their nature should survive, including intellectual property, confidentiality, disclaimers, and limitation of liability, will continue to apply.

Termination of these terms does not affect any rights or obligations that accrued before the termination, nor does it relieve you of any payment obligations incurred before termination.

Upon termination of a service engagement, and subject to our data retention obligations, we will return or destroy your confidential information in accordance with the applicable service agreement. You remain responsible for paying any fees that accrued before the effective date of termination.

Third Party Links and Services

Our website may contain links to third party websites or services that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party website or service.

You acknowledge and agree that we are not liable for any loss or damage arising from your use of any third party website or service. We encourage you to read the terms and conditions of any third party website you visit.

Any dealings you have with third parties found through our website, including the delivery of goods or services and any terms, conditions, warranties, or representations associated with those dealings, are solely between you and the third party.

Governing Law and Dispute Resolution

These terms are governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to conflict of law principles. You agree to submit to the exclusive jurisdiction of the courts located in Ontario for the resolution of any dispute arising out of these terms.

Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute through good faith negotiation. If the dispute cannot be resolved through negotiation, the parties may pursue resolution through the courts as set out above.

If any provision of these terms is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect. A failure by either party to enforce any right under these terms does not constitute a waiver of that right.

Changes to These Terms

We may update these Terms of Service from time to time. When we make changes, we will revise the effective date at the top of this page and, where appropriate, provide additional notice. Your continued use of the website or our services after the changes take effect constitutes acceptance of the revised terms.

We encourage you to review these terms periodically to stay informed of your rights and obligations.

Where we make material changes, we may require your acceptance of the revised terms before you continue to use the services. If you do not agree to the revised terms, you must stop using the website and services.

Contact Information

If you have questions about these Terms of Service, please contact us using the details below.