Terms of Service

1 Acceptance of Terms

These Terms of Service, together with our Privacy Policy and any other documents expressly incorporated by reference, constitute a legally binding agreement between you, whether personally or on behalf of an entity, and AxS Insights Inc., a corporation organized under the laws of the Province of Ontario, Canada, with its registered office at 604-150 Metcalfe St, Ottawa, ON K2P 1P1, Canada.

By accessing or using our website at www.axsinsights.buzz, engaging our computer systems design and integrated systems design services, or otherwise interacting with AxS Insights Inc. in a professional capacity, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree with any provision of these Terms, you are expressly prohibited from using our website and services and must discontinue use immediately.

We reserve the right to modify these Terms at any time in accordance with Section 12 below. Your continued use of our website or services after any such modifications constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically for changes.

These Terms apply to all visitors, users, clients, and others who access or use our website and services. Additional terms and conditions may apply to specific services, projects, or engagements, and those additional terms will be provided to you in writing before the commencement of the relevant engagement. In the event of any conflict between these general Terms and any engagement-specific agreement, the engagement-specific agreement shall prevail.

2 Description of Services

AxS Insights Inc. provides professional services in the fields of computer systems design and related services, including but not limited to systems architecture consulting, data analytics and business intelligence, software integration engineering, infrastructure strategy and planning, technical assessment and due diligence, and related advisory services within the Professional, Scientific, and Technical Services sector.

The scope, deliverables, timeline, and fees for each engagement are defined in a separate Statement of Work, Service Agreement, or Engagement Letter executed by both parties. No binding service obligation arises from your use of this website or from preliminary discussions unless and until a written agreement is executed by authorized representatives of both parties.

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time, with reasonable notice to affected clients. We also reserve the right to decline to provide services to any person or entity for any lawful reason, including but not limited to conflicts of interest, capacity constraints, or engagement scope that falls outside our areas of expertise.

The information and materials presented on our website are provided for general informational purposes only and do not constitute professional advice. You should not act or refrain from acting on the basis of any content included on our website without seeking appropriate professional advice tailored to your specific circumstances.

3 Intellectual Property

Our Intellectual Property. Unless otherwise expressly agreed in writing, all intellectual property rights in and to the website, its content, design elements, code, text, graphics, logos, icons, and other materials made available through our website are owned by or licensed to AxS Insights Inc. and are protected by Canadian and international copyright, trademark, and other intellectual property laws. The AxS Insights name, the associated logo, and the taglines Data-Driven Intelligence and See What Others Miss are trademarks of AxS Insights Inc.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and view the content on our website for your personal, non-commercial use. You may not reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, republish, download, store, or transmit any of the material on our website without our prior written consent, except as incidental to normal web browsing or as expressly permitted by applicable law.

Client Deliverables. With respect to deliverables created in the course of a client engagement, the ownership and licensing of intellectual property rights shall be governed by the terms of the applicable Statement of Work or Service Agreement. In the absence of specific provisions to the contrary, AxS Insights Inc. retains ownership of its pre-existing intellectual property, methodologies, tools, frameworks, and know-how used in the delivery of services, and grants the client a perpetual, non-exclusive, royalty-free license to use the specific deliverables produced for that engagement for the client's internal business purposes.

User-Generated Content. If you submit any content, feedback, suggestions, or materials to us through our website or other communication channels, you grant AxS Insights Inc. a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, adapt, publish, and incorporate such content into our services, provided that we will not disclose your confidential business information in violation of Section 6.

4 User Obligations

By using our website and services, you represent, warrant, and agree to the following obligations:

• You will provide accurate, current, and complete information when communicating with us or entering into a service relationship, and you will promptly update such information if it changes.
• You will use our website and services only for lawful purposes and in compliance with all applicable federal, provincial, local, and international laws and regulations, including those governing data protection, intellectual property, and export controls.
• You will not use our website or services to transmit, distribute, or store any material that is unlawful, defamatory, harassing, threatening, invasive of privacy, infringing of intellectual property rights, or otherwise objectionable.
• You will not attempt to gain unauthorized access to any portion or feature of our website, to any systems or networks connected to our website, or to any services offered through our website, by hacking, password mining, or any other illegitimate means.
• You will not interfere with or disrupt the operation of our website or the servers or networks used to make our website available, including by transmitting any worms, viruses, spyware, malware, or any other code of a destructive or disruptive nature.
• You will not engage in any activity that imposes an unreasonable or disproportionately large load on our infrastructure, including through the use of automated scripts, bots, or scraping tools without our express prior written authorization.
• You are responsible for maintaining the confidentiality of any login credentials, project access credentials, or other authentication mechanisms associated with your use of our services.

We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates these obligations, including reporting such violations to law enforcement authorities. We may terminate or suspend your access to our website and services immediately, without prior notice or liability, for any breach of these Terms.

5 Payment Terms

The fees for our professional services are established in the applicable Statement of Work, Service Agreement, or Engagement Letter. Unless otherwise specified in the engagement-specific agreement, the following general payment terms apply:

• Invoicing: Invoices are issued according to the schedule defined in the engagement agreement and are payable within thirty calendar days from the invoice date, unless a different payment period is specified in writing. For ongoing advisory retainers, invoices are typically issued monthly in advance.
• Payment Methods: Payments may be made by electronic funds transfer, wire transfer, or such other methods as we may designate from time to time. Payment details and instructions will be included on each invoice.
• Late Payments: Any amount not paid by the due date may accrue interest at a rate of one and one-half percent per month, or the maximum rate permitted by applicable law, whichever is lower. We reserve the right to suspend the provision of services if payment is more than fifteen days overdue, provided we have given you at least five business days prior written notice.
• Taxes: All fees are exclusive of applicable federal, provincial, and local taxes, including sales tax, value-added tax, goods and services tax, and harmonized sales tax, unless otherwise stated. You are responsible for the payment of all such taxes, levies, and duties imposed by any governmental authority in connection with the services, excluding taxes based on our net income.
• Expenses: Reasonable out-of-pocket expenses incurred in the course of delivering services, such as travel, accommodation, software licensing, and third-party data access fees, will be billed to you either as pass-through costs or as pre-approved amounts as specified in the engagement agreement.
• Disputed Charges: If you believe that any invoice contains an error, you must notify us in writing within fifteen days of receipt of the invoice, specifying the nature and amount of the disputed charge. Undisputed portions of an invoice remain due and payable in accordance with the original payment terms. The parties shall work in good faith to resolve any disputed charges promptly.

6 Confidentiality

In the course of our relationship, each party may disclose to the other certain confidential and proprietary information. Confidential Information means any information, technical data, or know-how, whether written or oral, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to hold the other party's Confidential Information in strict confidence and to use such information only for the purpose of performing obligations or exercising rights under these Terms and the applicable engagement agreement. Neither party shall disclose the other party's Confidential Information to any third party without the disclosing party's prior written consent, except to the extent that disclosure is required by law, regulation, or court order, in which case the receiving party shall provide prompt notice to the disclosing party before making such disclosure to the extent legally permissible.

The confidentiality obligations in this section do not apply to information that: is or becomes publicly available through no fault of the receiving party; was already in the receiving party's possession without confidentiality restrictions before disclosure by the disclosing party; is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or is lawfully obtained by the receiving party from a third party who is not subject to a confidentiality obligation to the disclosing party.

These confidentiality obligations survive the termination or expiration of any engagement agreement for a period of three years, or indefinitely with respect to information that constitutes a trade secret under applicable law.

7 Limitation of Liability

To the fullest extent permitted by applicable law, AxS Insights Inc., its directors, officers, employees, agents, affiliates, and subcontractors shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, loss of goodwill, business interruption, or cost of substitute services, arising out of or in connection with your use of, or inability to use, our website or services, whether based on warranty, contract, tort (including negligence), strict liability, or any other legal theory, even if we have been advised of the possibility of such damages.

In no event shall the aggregate liability of AxS Insights Inc. for any and all claims arising out of or relating to these Terms or the delivery of our services exceed the total amount of fees actually paid by you to AxS Insights Inc. during the twelve-month period immediately preceding the event giving rise to the claim. If no fees have been paid during such period, our aggregate liability shall not exceed one thousand Canadian dollars (CAD $1,000).

The limitations of liability set forth in this section shall apply regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if the remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you in whole or in part. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be lawfully excluded or limited under applicable law.

8 Disclaimer of Warranties

Our website and services are provided on an as is and as available basis, without any representations, warranties, or conditions of any kind, whether express, implied, statutory, or otherwise. To the fullest extent permitted by applicable law, AxS Insights Inc. expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, and any warranties arising from a course of dealing, course of performance, or usage of trade.

Without limiting the foregoing, we do not warrant that: our website or services will meet your specific requirements or expectations; our website will be available on an uninterrupted, timely, secure, or error-free basis; the results or recommendations derived from our services will be complete, accurate, or reliable; any errors or defects in our website or services will be corrected; or our website is free of viruses, malware, or other harmful components.

Any professional advice, recommendations, or deliverables provided by AxS Insights Inc. reflect our best professional judgment based on the information available to us at the time of delivery. You acknowledge that technology, markets, regulations, and business environments evolve, and that recommendations may require adaptation over time. We do not guarantee specific business outcomes, cost savings, or performance improvements as a result of implementing our recommendations, and you remain solely responsible for all decisions made and actions taken based on our deliverables.

9 Termination

Termination by You. You may terminate your use of our website at any time by ceasing to access it. With respect to ongoing service engagements, you may terminate an engagement agreement in accordance with the termination provisions specified in that agreement. In the absence of specific termination provisions, either party may terminate an engagement agreement by providing thirty calendar days prior written notice to the other party.

Termination by Us. We may terminate or suspend your access to our website immediately, without prior notice or liability, if you breach any provision of these Terms. We may terminate an engagement agreement for cause if: you fail to pay any amount due and fail to remedy such non-payment within fifteen calendar days after receiving written notice of the delinquency; you commit a material breach of the engagement agreement and fail to cure such breach within thirty calendar days after receiving written notice specifying the nature of the breach; or you become insolvent, file for bankruptcy, or cease business operations.

Effect of Termination. Upon termination of an engagement agreement: all outstanding fees and expenses incurred through the effective date of termination become immediately due and payable; each party shall return or destroy the other party's Confidential Information in accordance with Section 6; any provisions of these Terms that by their nature should survive termination, including but not limited to Sections 3 (Intellectual Property), 5 (Payment Terms), 6 (Confidentiality), 7 (Limitation of Liability), 8 (Disclaimer of Warranties), and 10 (Governing Law), shall continue in full force and effect.

10 Governing Law

These Terms of Service and any dispute or claim arising out of or in connection with them, their subject matter, or their formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without giving effect to any choice-of-law or conflict-of-law principles that would result in the application of the laws of any other jurisdiction.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any engagement governed by them.

Subject to the dispute resolution provisions in Section 11, the parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario sitting in the City of Ottawa for the resolution of any dispute arising from or relating to these Terms, and each party waives any objection to venue or inconvenience of forum with respect to such courts.

11 Dispute Resolution

AxS Insights Inc. is committed to resolving disputes fairly, efficiently, and without unnecessary litigation. The following process shall apply to any dispute, claim, or controversy arising out of or relating to these Terms or the services provided by AxS Insights Inc.:

• Informal Resolution: Before initiating any formal legal proceedings, the parties shall first attempt to resolve the dispute informally through good-faith negotiations. The party raising the dispute shall provide written notice to the other party describing the nature and basis of the dispute and the relief sought. The parties shall then have a period of thirty calendar days from the date of such notice to resolve the dispute through direct discussions, which may include one or more meetings between authorized representatives of each party.
• Mediation: If the dispute is not resolved through informal negotiations within the thirty-day period, either party may submit the dispute to mediation administered by the ADR Institute of Canada or a mutually agreed-upon mediation service. The mediation shall take place in Ottawa, Ontario, Canada, or at another location mutually agreed upon by the parties, and shall be conducted in the English language. The costs of mediation shall be shared equally by the parties, except that each party shall bear its own legal fees and other expenses.
• Arbitration or Litigation: If the dispute remains unresolved after mediation, either party may pursue its claims through binding arbitration in accordance with the Arbitration Act, 1991 (Ontario), or through litigation in the courts of the Province of Ontario as provided in Section 10, at the discretion of the initiating party. The parties expressly waive any right to a jury trial with respect to any claim arising out of or relating to these Terms.
• Equitable Relief: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction at any time to prevent irreparable harm, including the unauthorized disclosure or use of Confidential Information or intellectual property.
• Class Action Waiver: To the fullest extent permitted by applicable law, any dispute resolution proceedings, whether through arbitration or litigation, shall be conducted only on an individual basis and not as a class, consolidated, collective, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.

12 Changes to Terms

AxS Insights Inc. reserves the right to modify, amend, or replace these Terms of Service at any time at our sole discretion. When we make material changes, we will:

• Post the updated Terms on this page with the new effective date and last updated date clearly indicated;
• Display a prominent notice on our website homepage for a reasonable period following the update; and
• Notify existing clients by email or through their preferred communication channel if the changes materially affect their rights or obligations under an ongoing engagement.

Material changes will become effective thirty calendar days after the date we post the updated Terms or notify you, whichever is later. Changes that are required by law, that relate to new features or services, or that do not materially reduce your rights or increase your obligations may become effective immediately upon posting. Your continued use of our website or services after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree with the revised Terms, you must discontinue use of our website and provide notice of termination of any ongoing engagement as provided in Section 9.

13 Contact Information

If you have any questions, concerns, or comments regarding these Terms of Service, or if you wish to provide notice of a dispute as described in Section 11, please contact us using the details below. All formal legal notices must be sent by email with a confirmation copy sent by registered mail to our physical address.

We aim to acknowledge all inquiries within two business days. For formal legal notices, please ensure that the communication is clearly marked as a Legal Notice in the subject line of your email and on the envelope of any mailed correspondence.