Terms of Service

1. Introduction and Acceptance

Welcome to Smith HRM Properties Ltd. (Smith HRM). These Terms of Service (Terms) govern your access to and use of our website at www.smithhrm.lol, and any related services, content, or materials provided by Smith HRM Properties Ltd. (we, us, or our).

By accessing or using our website or engaging our services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our website or services.

Smith HRM Properties Ltd. is registered in Canada with its principal business address at 54 Brunello Boulevard, Timberlea, Nova Scotia B3T 0J4.

2. Definitions

In these Terms, the following definitions apply:

• Services means the computer systems design, integration, consulting, and related technical services offered by Smith HRM Properties Ltd.
• Website means www.smithhrm.lol and all associated pages and content.
• Client means any individual or organisation that engages our Services or accesses our Website.
• Content means all text, images, documents, data, and other materials available on the Website or provided as part of our Services.
• Agreement means these Terms of Service together with any applicable service order or statement of work.

3. Services Overview

Smith HRM Properties Ltd. provides professional services in the following areas:

• Computer systems design and architecture;
• Computer systems integration;
• Technical consulting and advisory services;
• Security and compliance assessments;
• Software and platform engineering;
• Infrastructure and cloud solutions.

The specific scope, deliverables, timelines, and fees for any engagement will be defined in a separate service agreement, statement of work, or purchase order executed by both parties. In the event of any conflict between these Terms and a service-specific agreement, the service-specific agreement shall prevail.

4. Intellectual Property Rights

4.1 Our Intellectual Property

Unless otherwise agreed in writing, all intellectual property rights in our methodologies, frameworks, software tools, templates, pre-existing materials, and any deliverables specifically designated as Smith HRM intellectual property remain vested in Smith HRM Properties Ltd. Nothing in these Terms transfers ownership of such intellectual property to you.

4.2 Client Intellectual Property

Any intellectual property rights that you own and provide to us for the purpose of receiving our Services remain your property. We are granted a limited, non-exclusive licence to use such materials solely for the purpose of delivering the agreed Services.

4.3 Deliverables

Ownership of work product specifically created for you under a paid engagement shall be as set out in the applicable service agreement. In the absence of such terms, we grant you a perpetual, non-exclusive, non-transferable licence to use deliverables for your internal business purposes.

5. Client Obligations

As a client or user of our Services, you agree to:

• Provide accurate, current, and complete information as requested for the provision of Services;
• Cooperate reasonably and make timely decisions to enable us to perform the Services effectively;
• Provide access to necessary systems, personnel, and information as required for the engagement;
• Not use our Services or Website for any unlawful purpose or in violation of any applicable laws or regulations;
• Maintain the confidentiality of any login credentials, access keys, or authentication tokens provided;
• Notify us promptly of any unauthorised use of your account or security breach.

6. Fees and Payment

Fees for Services shall be as set forth in the applicable service agreement, statement of work, or invoice. Unless otherwise specified:

• Invoices are due within 30 days of the invoice date;
• Late payments may incur interest at a rate of 1.5 percent per month or the maximum rate permitted by law, whichever is lower;
• All fees are exclusive of applicable taxes, which shall be added to invoices as required by law;
• We reserve the right to suspend Services if fees remain unpaid after 60 days.

7. Confidentiality

Both parties agree to maintain the confidentiality of all non-public information disclosed during the course of any engagement (Confidential Information). Neither party shall disclose Confidential Information to third parties except:

• As necessary to perform the Services or exercise rights under these Terms;
• With the prior written consent of the disclosing party;
• As required by law, regulation, or court order (with prompt notice to the disclosing party where practicable).

This confidentiality obligation survives the termination of these Terms and any service agreement for a period of three years.

8. Limitation of Liability

To the maximum extent permitted by applicable law:

• Smith HRM Properties Ltd. shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunity, arising out of or related to these Terms or any Services, even if advised of the possibility of such damages;
• Our total aggregate liability arising out of or related to these Terms or any Services shall not exceed the total fees paid by you for the specific Services giving rise to the claim during the 12-month period preceding the event giving rise to liability;
• The foregoing limitations do not apply to liability arising from gross negligence, wilful misconduct, or fraud.

9. Disclaimer of Warranties

Our Services and Website are provided on an as-is and as-available basis. To the fullest extent permitted by law, we disclaim all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Website will be uninterrupted, error-free, secure, or free from viruses or other harmful components. You use the Website at your own risk.

10. Indemnification

You agree to indemnify, defend, and hold harmless Smith HRM Properties Ltd., its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Website or Services in violation of these Terms;
• Your violation of any applicable law or regulation;
• Your infringement of any third-party intellectual property or other rights.

11. Termination

Either party may terminate a service engagement in accordance with the termination provisions set out in the applicable service agreement.

We reserve the right to suspend or terminate your access to our Website at any time, without notice, for conduct that we reasonably believe violates these Terms or is harmful to our interests or those of other users.

Upon termination, the rights and licences granted under these Terms shall immediately cease. Sections 4, 7, 8, 9, 10, and 14 shall survive termination.

12. Website Use and Acceptable Conduct

When using our Website, you agree not to:

• Use the Website in any way that could damage, disable, or impair our servers or networks;
• Attempt to gain unauthorised access to any part of the Website, user accounts, or computer systems;
• Upload or transmit viruses, malware, or any malicious code;
• Engage in any activity that interferes with the proper functioning of the Website;
• Use automated means (bots, scrapers, spiders) to access or collect data from the Website without our prior written consent;
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.

13. Third-Party Links and Resources

Our Website may contain links to third-party websites or resources. We provide these links for convenience only and do not endorse, control, or assume responsibility for the content, products, or services offered by third parties. Your interactions with third-party sites are governed by their own terms and policies.

14. Governing Law and Dispute Resolution

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

Any dispute arising out of or relating to these Terms or our Services shall first be attempted to be resolved through good-faith negotiations. If the dispute cannot be resolved within 30 days, either party may refer the matter to mediation in Halifax, Nova Scotia, before pursuing any other remedy.

Nothing in this section prevents either party from seeking injunctive or equitable relief from a court of competent jurisdiction to protect its intellectual property or confidential information.

15. Force Majeure

Neither party shall be held liable for any delay or failure in performance resulting from events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, pandemics, strikes, or internet or telecommunications failures. The affected party shall notify the other promptly and use reasonable efforts to mitigate the impact.

16. Entire Agreement

These Terms, together with any applicable service agreement, statement of work, or purchase order, constitute the entire agreement between you and Smith HRM Properties Ltd. concerning the subject matter hereof, and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

17. Waiver and Severability

Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

18. Modifications to Terms

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to the Website. We will make reasonable efforts to notify you of material changes, either via email or through a notice on our Website. Your continued use of the Website or Services after changes take effect constitutes your acceptance of the updated Terms.

We encourage you to review these Terms periodically for any updates. The date at the top of this page reflects the most recent revision.

19. Contact Information

If you have any questions about these Terms, wish to report a violation, or need to provide legal notice, please contact us:

Smith HRM Properties Ltd.
54 Brunello Boulevard
Timberlea, Nova Scotia B3T 0J4
Canada

Email: contact@smithhrm.lol
Phone: +1 (852) 013-4655