Terms of Service

Last Updated: 05 January 2025

1. Acceptance of Terms

By accessing our website at https://opstratex.com, engaging our services, or entering into a consulting agreement with OPSTRATEX (“Company,” “we,” “our,” or “us”), you (“Client,” “you,” or “your”) agree to be bound by these Terms of Service (“Terms”) and our Privacy Policy.

2. Services Description

We provide strategic business consulting products and services, including but not limited to:

• Process Optimization & Implementation
• Business Transformation Consulting
• Methodology Integration & Selection
• Performance Measurement Systems
• Continuous Improvement Programs
• Organizational development and change management
• Financial planning and performance optimization
• Process improvement and operational efficiency
• Strategic Operational Assessments

3. Service Agreements

Individual Service Agreements

Specific terms for each consulting engagement will be outlined in separate Service Agreements or Statements of Work, which will include:

• Scope of services
• Deliverables and timelines
• Fees and payment terms
• Specific terms and conditions

Precedence

In case of conflict between these Terms and a Service Agreement, the Service Agreement will take precedence.

4. Client Obligations

You agree to:

• Provide accurate and complete information necessary for service delivery
• Cooperate fully with our consulting team
• Provide timely feedback and approvals
• Maintain confidentiality of our proprietary methodologies
• Pay all fees according to agreed payment terms
• Comply with applicable laws and regulations

5. Fees and Payment

Payment Terms

• Fees are as specified in the applicable Service Agreement
• Payment is due within 2 business days of invoice date
• Late payments may incur interest charges of 2% per day
• All fees are non-refundable unless specifically stated otherwise

Expenses

You agree to reimburse reasonable out-of-pocket expenses incurred in connection with services, including travel, accommodation, and materials.

6. Intellectual Property

Our Intellectual Property

All methodologies, frameworks, tools, templates, and know-how developed by us remain our exclusive property. You receive a non-exclusive license to use deliverables for your internal business purposes only.

Client Intellectual Property

You retain ownership of your pre-existing intellectual property and information. You grant us a license to use such information solely for providing services to you.

Work Product

Unless otherwise specified, work product developed specifically for you becomes your property, while general knowledge and experience gained remains ours.

7. Confidentiality

Mutual Confidentiality

Both parties agree to maintain strict confidentiality of all confidential information disclosed during the engagement, including:

• Business strategies and plans
• Financial information
• Trade secrets and proprietary information
• Customer and supplier information

Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no breach of these Terms
• Is independently developed without use of confidential information
• Is required to be disclosed by law or court order

8. Warranties and Disclaimers

Our Warranties

We warrant that:

• Services will be performed with professional skill and care
• We have the necessary expertise and authority to provide services
• Services will substantially conform to specifications in the Service Agreement

Disclaimers

EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. Limitation of Liability

Liability Cap

OUR TOTAL LIABILITY FOR ANY CLAIM RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.

Excluded Damages

IN NO EVENT SHALL WE BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST REVENUE.

Exceptions

These limitations do not apply to:

• Intentional misconduct or gross negligence
• Violations of confidentiality
• Indemnification obligations

10. Indemnification

You agree to indemnify and hold us harmless from claims arising from:

• Your breach of these Terms
• Your use of our services or deliverables
• Your violation of applicable laws
• Third-party claims related to your business operations

11. Termination

Termination Rights

Either party may terminate a Service Agreement:

• For material breach with 5 days’ written notice
• For convenience with 5 days’ written notice
• Immediately for insolvency or bankruptcy

Effects of Termination

Upon termination:

• You must pay all outstanding fees
• Both parties must return confidential information
• Surviving provisions (confidentiality, intellectual property) remain in effect

12. Force Majeure

Neither party shall be liable for delays or failure to perform due to circumstances beyond reasonable control, including natural disasters, government actions, or other unforeseeable events.

13. Governing Law and Dispute Resolution

Governing Law

These Terms are governed by Canadian laws, without regard to conflict of law principles.

Dispute Resolution

Any disputes shall be resolved through:

1. Good faith negotiation
2. Mediation or Arbitration (whichever is agreed by both parties) in Canada
3. If unresolved, litigation in the courts of Canada

14. General Provisions

Entire Agreement

These Terms, together with applicable Service Agreements, constitute the entire agreement between the parties.

Amendments

These Terms may only be modified in writing signed by both parties.

Severability

If any provision is deemed unenforceable, the remaining provisions shall remain in full force and effect.

Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a business transfer.

Notices

All notices must be in writing and sent to:

OPSTRATEX
Email: [email protected]

Client notices to the address provided in the Service Agreement.

15. Contact Information

For questions about these Terms, please contact us: [email protected].

By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.