Terms of Service

1. Acceptance of Terms

Welcome to Vertmix. By accessing or using our website and services, you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our services. These Terms constitute a legally binding agreement between you and Vertmix, operating in Ontario, Canada.

2. Description of Services

Vertmix provides consulting services including operations streamlining, intelligent systems integration, modern design, and digital transformation solutions. We reserve the right to modify, suspend, or discontinue any aspect of our services at any time without prior notice.

3. User Responsibilities

When using our services, you agree to:

• Provide accurate, current, and complete information
• Maintain the security of your account credentials
• Use our services only for lawful purposes
• Not interfere with or disrupt our services or servers
• Not attempt to gain unauthorized access to our systems
• Comply with all applicable laws and regulations
• Not use our services to transmit harmful, offensive, or illegal content

4. Intellectual Property Rights

All content, materials, and intellectual property on our website and in our services, including but not limited to text, graphics, logos, images, software, and designs, are owned by or licensed to Vertmix and are protected by Canadian and international copyright, trademark, and other intellectual property laws.

You may not reproduce, distribute, modify, create derivative works from, publicly display, or exploit any of our content without our prior written permission, except as necessary for your personal, non-commercial use of our services.

5. Service Agreements and Engagements

Specific consulting engagements and projects will be governed by separate written agreements that will include:

• Scope of work and deliverables
• Fees and payment terms
• Project timelines and milestones
• Confidentiality obligations
• Intellectual property ownership and licensing terms
• Warranties and limitations of liability specific to the engagement

In the event of any conflict between these Terms and a separate written agreement, the separate agreement will prevail.

6. Payment Terms

Payment terms for consulting services will be specified in individual service agreements. Unless otherwise stated, all fees are in Canadian Dollars (CAD) and are non-refundable. Late payments may be subject to interest charges as permitted by Ontario law. We reserve the right to suspend or terminate services for non-payment.

7. Confidentiality

We understand that during the course of our engagement, we may have access to confidential and proprietary information. We commit to maintaining the confidentiality of such information in accordance with industry standards and as detailed in separate confidentiality or non-disclosure agreements. You also agree to keep confidential any proprietary methodologies, tools, or processes we share with you during our engagement.

8. Warranties and Disclaimers

We strive to provide high-quality professional services. However, our services and website are provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to:

• Warranties of merchantability or fitness for a particular purpose
• Warranties that our services will be uninterrupted, error-free, or secure
• Warranties regarding the accuracy, reliability, or completeness of any content

We do not guarantee specific results or outcomes from our consulting services. The success of any engagement depends on various factors, including client cooperation and external market conditions.

9. Limitation of Liability

To the maximum extent permitted by Ontario and Canadian law, Vertmix and its officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, or goodwill, arising out of or related to:

• Your use or inability to use our services
• Any unauthorized access to or use of our servers or your personal information
• Any interruption or cessation of our services
• Any errors or omissions in any content or materials
• Any conduct or content of third parties

Our total liability to you for all claims arising from or related to our services shall not exceed the amount you paid us in the twelve (12) months preceding the claim, or CAD $1,000, whichever is greater.

10. Indemnification

You agree to indemnify, defend, and hold harmless Vertmix and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising from your use of our services, violation of these Terms, or infringement of any third-party rights.

11. Term and Termination

These Terms remain in effect while you use our services. We may terminate or suspend your access to our services immediately, without prior notice or liability, for any reason, including if you breach these Terms.

Upon termination, your right to use our services will cease immediately. Sections of these Terms that by their nature should survive termination (including intellectual property rights, disclaimers, limitations of liability, and governing law) will survive.

12. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any disputes arising from these Terms or our services shall be resolved as follows:

• Negotiation: We will first attempt to resolve disputes through good faith negotiation
• Mediation: If negotiation fails, disputes may be submitted to mediation
• Jurisdiction: Any legal action shall be brought exclusively in the courts of Ontario, Canada

13. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of our services after changes constitute acceptance of the modified Terms. We encourage you to review these Terms periodically.

14. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

15. Entire Agreement

These Terms, together with our Privacy Policy and any separate written service agreements, constitute the entire agreement between you and Vertmix regarding our services and supersede all prior agreements and understandings, whether written or oral.

16. Contact Information

If you have questions or concerns about these Terms of Service, please contact us: