Terms of Service

Last Updated: February, 2025

TERMS OF SERVICE

1. INTRODUCTION


These Terms of Service ("Terms") govern your access to and use of the website and solutions offered by EIM ("Company," "we," "us," or "our"), a company registered in Alberta, Canada. These Terms constitute a legally binding agreement between you ("Client," "you," or "your") and the Company.

By accessing our website, requesting a free consultation, or using our solutions, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or solutions.

2. SERVICES


2.1 Service Description

The Company provides solutions in the following areas:

  • Financial and Accounting
  • People Management and Payroll
  • Cybersecurity Certifications

2.2 Service Engagement

All services provided by the Company are subject to a Master Services Agreement ("MSA"), which will be provided separately upon engagement with us. In the event of any conflict between these Terms and the MSA, the terms of the MSA shall prevail.

2.3 Free Consultations

The Company offers free consultations to prospective clients. These consultations are provided solely to assess potential fit and do not constitute professional advice or create a client relationship. Any advice or information provided during free consultations is preliminary and should not be relied upon without formal engagement with us.

2.4 Statements of Work

Specific details of services to be performed will be outlined in one or more Statements of Work executed by both parties, as outlined in the MSA. Each Statement of Work will detail the scope, deliverables, timelines, fees, and other specific terms related to the engagement.

2.5 Performance Standards

The Company commits to performing all services in an efficient, prompt, economical, skillful, and careful manner by modern methods, standards, and practices as outlined in the MSA.

3. INTELLECTUAL PROPERTY RIGHTS


3.1 Company Materials

All content on our website, including but not limited to text, graphics, logos, images, audio clips, digital downloads, data compilations, software, and the compilation thereof (collectively, "Materials") is the property of the Company or its content suppliers and is protected by Canadian and international copyright and intellectual property laws.

3.2 Limited License

The Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use our website and Materials for your personal, non-commercial use. You may not:

  • Modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Materials;
  • Use any data mining, robots, or similar data gathering and extraction methods;
  • Frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information;
  • Use any meta tags or any other "hidden text" utilizing our name or trademarks.

3.3 Intellectual Property Rights and Ownership

Intellectual property rights related to services provided will be governed by Article 4 of the MSA, including:

  • Client-specific deliverables shall be assigned to the Client upon payment in full
  • The Company shall retain all rights to pre-existing materials, methodologies, frameworks, software, tools, and technologies
  • The Company grants the Client a perpetual, non-exclusive license to use Company materials incorporated into Client-Specific Deliverables

4. CONFIDENTIALITY


4.1 Confidential Information

The Company acknowledges that in the course of providing services, it may have access to confidential information belonging to the Client. Both parties agree to maintain the confidentiality of such information as detailed in the MSA.

4.2 Exclusions

Confidentiality obligations shall not apply to information that:

  • Is or becomes publicly available through no fault of the receiving party;
  • Was known to the receiving party before its disclosure;
  • Is independently developed by the receiving party without the use of the disclosing party's Confidential Information;
  • Is rightfully obtained from a third party without restriction on use or disclosure.

5. LIABILITY AND DISCLAIMERS


5.1 Professional Standards

The Company commits to providing services with reasonable skill and care by professional standards applicable to the industry.

5.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THE MSA, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5.3 Limitation of Liability

LIABILITY SHALL BE LIMITED AS SPECIFIED IN ARTICLE 5 OF THE MSA, INCLUDING:

  • EXCLUSION OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES
  • STANDARD LIABILITY CAP EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THE APPLICABLE STATEMENT OF WORK
  • ENHANCED LIABILITY CAP FOR SPECIFIC CLAIMS SUCH AS BREACH OF CONFIDENTIALITY OR INFRINGEMENT OF INTELLECTUAL PROPERTY
  • UNCAPPED LIABILITY FOR CERTAIN OBLIGATIONS AS DETAILED IN THE MSA

5.4 Financial and Accounting Advice

The Company provides accounting and financial services based on information provided by the Client. The Company is not responsible for errors, omissions, or discrepancies resulting from incomplete or inaccurate information provided by the Client. While the Company strives for accuracy, all financial and accounting deliverables should be reviewed by the Client before reliance or implementation.

6. PAYMENT TERMS


6.1 Fees and Payment

Payment terms shall be as specified in Article 3 of the MSA and the applicable Statement of Work.

6.2 Taxes and Expenses

The Client shall pay all applicable taxes on the Services. Reasonable travel and out-of-pocket expenses will be reimbursed according to the terms in the MSA.

7. TERM AND TERMINATION


7.1 Term

These Terms shall remain in effect until terminated by this section or the MSA.

7.2 Termination

Either party may terminate services as outlined in Article 7 of the MSA, including:

  • Termination for convenience upon thirty (30) days' written notice
  • Termination for cause in case of material breach or insolvency
  • Payment for all services performed up to the effective date of termination

8. GOVERNING LAW AND DISPUTE RESOLUTION


8.1 Governing Law

These Terms shall be governed by and construed by the laws of the Province of Alberta, Canada, without regard to its conflict of law provisions.

8.2 Dispute Resolution

Any dispute arising out of or relating to these Terms or the services provided by the Company shall be resolved through the following process:

  • Informal Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation.
  • Mediation: If the dispute cannot be resolved through negotiation within 30 days, the parties agree to submit the dispute to mediation by the ADR Institute of Canada rules.
  • Arbitration: If the dispute remains unresolved 60 days after the commencement of mediation, the dispute shall be finally settled by arbitration by the Arbitration Act of Alberta.

8.3 Venue

Any legal proceedings shall take place in Alberta, Canada, and you consent to the personal jurisdiction of such courts.

9. GENERAL PROVISIONS


9.1 Entire Agreement

These Terms, together with the MSA and any applicable Statements of Work, constitute the entire agreement between you and the Company regarding the subject matter herein and supersede all prior or contemporaneous communications, whether electronic, oral, or written.

9.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

9.3 No Waiver

The failure of the Company to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

9.4 Assignment

Neither party may assign these Terms without the prior written consent of the other party, except to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

9.5 Amendments

The Company reserves the right to modify these Terms at any time. We will provide notice of significant changes by posting the updated Terms on our website. Your continued use of our website or services following the posting of revised Terms means that you accept and agree to the changes.

9.6 Force Majeure

The Company shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riot, embargoes, acts of civil or military authorities, fire, flood, accident, or strikes.

10. CONTACT INFORMATION


If you have any questions about these Terms, please use the Contact Us page.