Terms of Service

1) Company

Constanta Business Group

Contact: contact@constantabg.ca

Mailing address: [Mailing Address, Calgary, Alberta, Canada]

2) Use of the Site

You may use the Site for lawful purposes. You will not: (a) interfere with or disrupt the Site or servers; (b) attempt unauthorized access to systems or data; (c) introduce malware or harmful code; (d) use the Site to transmit unlawful, infringing, or harassing content. We may modify, suspend, or discontinue the Site at any time.

3) Services; proposals; SOWs

Site content is informational. Specific Services, deliverables, fees, milestones, assumptions, and timelines will be defined in a written proposal, order form, or statement of work ("SOW"). If there is a conflict, the signed SOW/proposal controls for that engagement.

4) Fees & payment

Fees and payment schedules are set out in the applicable SOW/proposal. Unless otherwise stated:

• Invoices are due within 30 days of invoice date.
• Late amounts may accrue interest at 1.5% per month (or the maximum permitted by law).
• Client is responsible for applicable taxes and approved expenses.

5) Client responsibilities

Client will (i) provide timely access to relevant personnel, systems, and information; (ii) designate a project owner/decision-maker; (iii) review and approve deliverables without undue delay; and (iv) ensure rights and lawful basis to provide any data or materials shared with us.

6) Intellectual property

Pre-existing IP: Each party retains ownership of its pre-existing IP.

Deliverables: Unless otherwise stated in the SOW, upon full payment Client receives a non-exclusive, perpetual, worldwide license to use deliverables internally for its business.

Tools/know-how: We retain ownership of our methodologies, templates, and know-how, including general skills and knowledge developed while performing the Services.

7) Confidentiality

Each party will protect the other's non-public information and use it only to perform obligations under the engagement. Exceptions apply to information that is public, independently developed, or rightfully obtained without restriction.

8) Data protection

We handle personal information in accordance with our Privacy Policy and applicable laws. If needed for certain engagements, the parties may enter into a data processing addendum (DPA).

9) Third-party services

We may use third-party platforms (e.g., scheduling, analytics, collaboration, payment). Your use of third-party services may be subject to the provider's terms and privacy policies.

10) No professional advice

Our Services provide business consulting only. We do not provide legal, tax, accounting, investment, or medical advice. Obtain independent professional advice before making decisions.

11) Warranties & disclaimers

We warrant that Services will be performed in a professional and workmanlike manner consistent with industry standards. Except for the foregoing, the Site and Services are provided "as is" and "as available," without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

12) Limitation of liability

To the maximum extent permitted by law:

No indirect damages: Neither party is liable for indirect, incidental, special, consequential, or punitive damages (including lost profits, revenue, or data).

Cap: Each party's total aggregate liability arising from or relating to the Site or Services is limited to the fees paid or payable by Client to us in the twelve (12) months preceding the event giving rise to the claim.

These limits do not apply to breaches of confidentiality, IP infringement by a party, or Client's payment obligations.

13) Indemnification

Client will defend, indemnify, and hold us harmless from claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from (a) Client's misuse of the Site/Services, (b) materials or data Client provides, or (c) Client's violation of these Terms or applicable law.

14) Term; termination

The term and termination rights for an engagement are set out in the SOW/proposal. Either party may terminate for material breach not cured within 10 days' written notice. Upon termination, Client will pay for Services performed and approved expenses incurred through the effective date.

15) Non-solicitation (optional)

For 12 months after an engagement, Client will not directly solicit for employment any of our personnel who worked on the project, except through general job postings not targeted at our staff.

16) Governing law; venue

These Terms and any dispute are governed by the laws of the Province of Alberta, Canada, without regard to conflicts-of-law principles. The parties submit to the exclusive jurisdiction of the courts in Calgary, Alberta. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

17) Changes to Terms

We may update these Terms from time to time. The "Last updated" date reflects the latest revision. Continued use of the Site or Services after changes take effect constitutes acceptance.

18) Miscellaneous

Entire agreement: These Terms plus any SOW/proposal constitute the entire agreement regarding the Site/Services.

Assignment: Client may not assign without our written consent; we may assign to a successor in interest.

Severability: If any provision is unenforceable, the remainder remains in effect.

Force majeure: Neither party is liable for delays/failures due to events beyond reasonable control.

Notices: Send legal notices to contact@constantabg.ca