Terms of Service
1 | Acceptance
By accessing the Site or engaging PCS, you (“Client,” “you,” “your”) agree to these Terms of Service (“Terms”). If you do not accept them, do not use the Site or Services.
2 | Eligibility
You must (a) be at least 18 and (b) have authority to bind any business on whose behalf you use the Services.
3 | Changes to Terms
We may update these Terms at any time by posting the revised version and updating the “Effective Date.” Continued use = acceptance.
4 | Services & Deliverables
PCS provides consulting, training and related advisory services described in proposals or statements of work (“SOWs”). Each SOW forms part of these Terms.
5 | No Legal, Financial or Medical Advice
Our materials are informational only. PCS does not give legal, financial, tax or medical advice; obtain independent professional advice before acting on any information.ed in proposals or statements of work (“SOWs”). Each SOW forms part of these Terms.
6 | Client Responsibilities
Provide accurate information and timely feedback.
Use the Site and Services only for lawful purposes.
Refrain from reverse-engineering, disrupting or overloading our systems.
7 | Fees & Payment
Fees and schedules are set out in each SOW or invoice. Late payments accrue 1.5 % per month (18 % p.a.) or the maximum permitted by law. All fees are exclusive of applicable taxes, duties or withholdings.
8 | Confidentiality
Each party must protect the other’s non-public information with at least the same care it uses for its own confidential information, for five (5) years after termination (perpetual for trade secrets and personal data).
9 | Intellectual Property
PCS IP. Pre-existing methodologies, scripts, templates, AI models and know-how remain PCS property.
Deliverables License. PCS grants Client a non-exclusive, worldwide, royalty-free licence to use Deliverables solely for internal business purposes.
Feedback. Client grants PCS a perpetual, irrevocable, royalty-free right to use any feedback to improve PCS offerings.
10 | Third-Party Links & Tools
The Site may reference third-party tools or content. PCS makes no warranties about, and is not responsible for, third-party offerings.
11 | Termination
Either party may terminate an SOW for material breach not cured within 15 days of written notice, or for convenience on 30 days’ notice (unless the SOW provides otherwise). Upon termination, unpaid fees become due immediately. Sections 8-15 survive termination.
12 | Disclaimer of Warranties
THE SITE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY), INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
13 | Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY LAW, PCS’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE SITE, SERVICES OR THESE TERMS WILL NOT EXCEED (A) CAD 10,000 OR (B) THE AMOUNT PAID BY CLIENT TO PCS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, WHICHEVER IS GREATER. PCS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.
14 | Indemnification
You will defend, indemnify and hold PCS harmless from any third-party claims or losses arising out of (a) your breach of these Terms, (b) your violation of law, or (c) your infringement of any IP or privacy right.
15 | Governing Law & Dispute Resolution
These Terms are governed by the laws of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to conflict-of-law rules, provided that nothing herein limits PCS’s right to seek injunctive relief in any competent jurisdiction. Any dispute shall be finally resolved by binding arbitration under the ADR Institute of Canada Rules in Toronto, unless the parties agree to mediate first. Judgment on the award may be entered in any court of competent jurisdiction.
16 | Force Majeure
Neither party is liable for any delay or failure caused by events beyond reasonable control (e.g., natural disasters, war, government action, internet outages).
17 | Severability
If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remainder will remain in force.
18 | Entire Agreement
These Terms, the Privacy Policy, and any SOWs constitute the entire agreement and supersede all prior oral or written communications.
19 | Contact
daniel@
12-210 Manitoba Street, Etobicoke, ON M8Y 4G7, Canada