Terms and Conditions

Agreement to Terms

These Terms and Conditions ("Terms") govern your use of the Novaline Systems website and your engagement with Novaline Systems Inc. ("Novaline Systems", "we", "us", or "our"), a corporation incorporated in Ontario, Canada.

By accessing our website, submitting an inquiry, or entering into a service agreement with us, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, please do not use our services.

These Terms apply to clients in Canada and the United States. Where applicable, additional jurisdiction-specific terms may apply and will be set out in your service agreement.

Services

Novaline Systems provides systems design, operations consulting, CRM architecture, workflow automation, AI integration, and related software and advisory services to trades businesses.

The specific scope, deliverables, timeline, and fees for each engagement are set out in a separate written service agreement or proposal. These Terms apply alongside that agreement. In the event of a conflict, the terms of the signed service agreement take precedence.

No guarantee of results

We bring our best expertise, frameworks, and experience to every engagement. However, we cannot guarantee specific business outcomes, revenue increases, or operational improvements. Results depend on many factors outside our control, including client participation, team adoption, and market conditions.

Client responsibilities

To deliver effective results, we rely on you to provide accurate information, timely access to systems and stakeholders, and responsive feedback. Delays caused by the client may affect timelines and deliverables without liability to Novaline Systems.

Payment

Payment terms are set out in your service agreement or proposal. Unless otherwise agreed:

Invoices are due within 14 days of issuance

Late payments may be subject to interest at 1.5% per month (18% per annum)

We reserve the right to pause or suspend services on accounts that are more than 30 days past due

All fees are quoted in Canadian dollars (CAD) unless otherwise specified

Refunds, if applicable, are governed by the terms of your individual service agreement. Discovery calls and initial consultations are provided at no charge and are not subject to refund provisions.

Intellectual Property

Our materials

All frameworks, templates, methodologies, tools, and training materials developed by Novaline Systems remain the intellectual property of Novaline Systems Inc. Unless explicitly transferred in writing, we grant you a non-exclusive, non-transferable licence to use deliverables for your internal business operations.

Your materials

Any data, systems, branding, or materials you provide to us remain your property. By sharing them with us, you grant us a limited licence to use them solely for the purpose of delivering your engagement.

Custom work

Ownership of custom-developed software, automations, or tools will be specified in your service agreement. In the absence of a written agreement to the contrary, custom work product is licensed (not assigned) to the client upon full payment.

Confidentiality

Both parties agree to keep confidential any non-public information shared during the course of an engagement, including business data, systems, strategies, pricing, and client lists.

This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law. Confidentiality obligations survive the termination of any service agreement for a period of two (2) years.

We will not use your confidential information for any purpose other than delivering your engagement.

Limitation of Liability

To the maximum extent permitted by applicable law, Novaline Systems' total liability for any claim arising from our services shall not exceed the total fees paid by you in the three (3) months preceding the claim.

We are not liable for indirect, incidental, consequential, or punitive damages, including lost profits, lost data, or business interruption, even if we have been advised of the possibility of such damages.

Nothing in these Terms limits our liability for fraud, gross negligence, or any liability that cannot be excluded by law.

Termination

Either party may terminate a service engagement by providing written notice as specified in the applicable service agreement. In the absence of a specific agreement, 30 days' written notice is required.

We reserve the right to terminate immediately if you breach these Terms, fail to pay fees when due, or act in a manner that is harmful, illegal, or contrary to our reasonable business interests.

Upon termination, you will be invoiced for all work completed to the date of termination. Any pre-paid fees for undelivered work will be refunded on a pro-rata basis, unless termination is due to client breach.

Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any disputes arising from these Terms or your engagement with Novaline Systems shall be subject to the exclusive jurisdiction of the courts of Ontario, Canada. If you are a US-based client, you agree to submit to this jurisdiction for the purposes of resolving any dispute.

We encourage you to contact us first to resolve any disputes informally before initiating formal proceedings.

Changes to These Terms

We may update these Terms from time to time. When we do, we will update the effective date at the top of this page. For active clients, material changes will be communicated by email with reasonable notice.

Continued use of our website or services after changes are posted constitutes your acceptance of the revised Terms.

Contact Us

If you have questions about these Terms or your engagement with Novaline Systems, please reach out:

Novaline Systems Inc.

Ottawa, Ontario, Canada

Email: [email protected]

We will respond to all privacy inquiries within 10 business days.