Legal

Terms of Service

Last Updated: August 8, 2024

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Welcome to OlyLink. These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity, and Oly Distribution Ltd., a company registered in Canada with its principal place of business at 207 Bank Street Suite 334, Ottawa - K2P 1W7, Canada (CA). By accessing or using the website located at https://www.olylink.lat, engaging our computer systems design and related professional services, or interacting with any content, tools, or features made available through OlyLink, you agree to be bound by these Terms of Service in their entirety. If you do not agree to these terms, you are expressly prohibited from using the website and our services and must discontinue use immediately.

Table of Contents

  1. Definitions
  2. Acceptance of Terms
  3. Eligibility and Authority
  4. Description of Services
  5. User Obligations and Responsibilities
  6. Intellectual Property Rights
  7. Payment Terms and Billing
  8. Service Availability and Support
  9. Confidentiality
  10. Limitation of Liability
  11. Indemnification
  12. Disclaimer of Warranties
  13. Termination and Suspension
  14. Governing Law and Jurisdiction
  15. Dispute Resolution
  16. Modifications to Terms
  17. General Provisions
  18. Contact Information

1. Definitions

For the purposes of these Terms of Service, the following definitions apply throughout this document unless the context requires otherwise.

Company refers to Oly Distribution Ltd., operating under the trade name OlyLink, with its registered office at 207 Bank Street Suite 334, Ottawa - K2P 1W7, Canada (CA). References to OlyLink, we, us, or our throughout these terms mean the Company.

Services refers to the computer systems design, integrated systems engineering, technical consulting, cloud infrastructure solutions, cybersecurity integration, managed support, and all other professional, scientific, and technical services offered by the Company through its website and through direct client engagements.

Website refers to the OlyLink website accessible at https://www.olylink.lat, including all subdomains, pages, content, and functionality made available through that domain.

User refers to any individual or entity that accesses the Website or engages the Services of the Company. User includes you and, where applicable, the organization you represent.

Content refers to any text, images, graphics, data, code, documentation, designs, specifications, or other materials, whether provided by the Company or uploaded by a User through the Website or in the course of a Services engagement.

Agreement refers to these Terms of Service together with any applicable Service Agreement, Statement of Work, or other written contract executed between the Company and the User for the provision of specific Services.

2. Acceptance of Terms

By accessing the Website, browsing its pages, submitting a contact form, requesting a consultation, or otherwise using any feature of the OlyLink Website, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you are using the Website or Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these terms.

2.1 Electronic Acceptance

Your use of the Website constitutes electronic acceptance of these Terms of Service. This electronic acceptance has the same legal effect as if you had physically signed a paper copy of this Agreement. We recommend that you print or save a copy of these terms for your records.

2.2 Supplemental Agreements

Certain Services offered by the Company may be subject to additional terms and conditions, including but not limited to Service Agreements, Statements of Work, Non-Disclosure Agreements, and Data Processing Agreements. In the event of a conflict between these Terms of Service and any supplemental agreement, the terms of the supplemental agreement shall govern with respect to the specific Services covered by that agreement.

2.3 Rejection of Terms

If you do not agree to every provision of these Terms of Service, you must immediately cease all use of the Website. Continued use after being notified of changes to these terms constitutes acceptance of the revised terms.

3. Eligibility and Authority

Use of the Website and engagement of the Services is limited to individuals and entities that meet the eligibility requirements set forth in this section. By using the Website, you represent and warrant that you satisfy all applicable eligibility criteria.

3.1 Age Requirement

The Website and Services are intended for individuals who are at least eighteen years of age. Individuals under the age of eighteen are not permitted to use the Website, submit personal information through our contact forms, or enter into any agreement with the Company for Services. By using the Website, you represent that you meet this age requirement.

3.2 Corporate Authority

If you are entering into this Agreement on behalf of a corporation, partnership, limited liability company, government agency, or other legal entity, you represent and warrant that you are duly authorized to bind that entity to these terms. The Company reserves the right to request evidence of such authority before entering into any supplemental agreement or commencing the provision of Services.

3.3 Compliance with Laws

You represent and warrant that your use of the Website and any Services will comply with all applicable laws, regulations, and ordinances in the jurisdictions where you operate. You are solely responsible for understanding and complying with any legal requirements that apply to your use of our Website and Services.

4. Description of Services

OlyLink, operating under Oly Distribution Ltd., provides professional services in the computer systems design and related services industry, which is part of the broader Professional, Scientific, and Technical Services sector. Our core service offerings are described in general terms below.

4.1 Systems Architecture and Design

We design and architect computer systems, network infrastructures, and integrated technology platforms tailored to the specific operational and strategic requirements of each client. Our architecture services encompass requirements analysis, component specification, integration planning, performance modeling, and detailed design documentation.

4.2 Integrated Systems Engineering

We provide comprehensive engineering services to integrate disparate hardware, software, and network components into cohesive, interoperable systems. This includes middleware configuration, API development, data pipeline construction, and end-to-end system testing to verify that all components function together as designed.

4.3 Technical Consulting and Advisory

Our consulting services include technology strategy development, infrastructure assessment and auditing, vendor selection assistance, digital transformation roadmap creation, and ongoing technical advisory support. Consulting engagements are typically scoped and priced on a project or retainer basis.

4.4 Cloud Infrastructure Solutions

We design, deploy, and manage cloud infrastructure across public, private, and hybrid environments. Our cloud practice covers migration planning, architecture design, cost optimization, security hardening, and ongoing management of cloud resources.

4.5 Service Limitations

The scope of any Services engagement is defined exclusively by the written Service Agreement or Statement of Work executed by both parties. The general descriptions on the Website are for informational purposes only and do not constitute a binding offer to perform specific work. The Company reserves the right to decline any engagement or project at its sole discretion.

5. User Obligations and Responsibilities

Users of the Website and clients who engage our Services are expected to fulfill certain obligations that are essential to the successful performance of our work and the maintenance of a productive business relationship.

5.1 Accurate Information

You agree to provide accurate, current, and complete information when submitting contact forms, requesting consultations, or entering into a Services Agreement with the Company. You are responsible for promptly updating any information that becomes outdated or inaccurate during the course of the business relationship.

5.2 Cooperation and Access

For the effective delivery of Services, you agree to provide reasonable cooperation, including timely access to relevant systems, personnel, and information reasonably required by the Company to perform its obligations. Delays in providing necessary access or information may result in project timeline adjustments for which the Company shall not be held responsible.

5.3 Lawful Use

You agree to use the Website and our Services solely for lawful purposes and in compliance with all applicable laws and regulations. You shall not use the Website to transmit any material that is unlawful, harmful, threatening, defamatory, obscene, or otherwise objectionable. You shall not attempt to gain unauthorized access to any portion of the Website, the servers on which it is hosted, or any other systems or networks connected to the Website.

5.4 Prohibited Activities

The following activities are expressly prohibited in connection with your use of the Website: engaging in any automated use of the Website that imposes an unreasonable load on our infrastructure; attempting to bypass any security measures; using the Website to compete with the Company; reverse engineering any portion of the Website; and using the Website in any manner that could damage, disable, overburden, or impair the functioning of the Website.

6. Intellectual Property Rights

Intellectual property rights are fundamental to the technology services industry, and this section establishes the respective rights of the Company and the User with respect to Content and deliverables created in connection with our Services.

6.1 Website Content

All Content displayed on the OlyLink Website, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software, is the exclusive property of Oly Distribution Ltd. or its content suppliers and is protected by Canadian and international copyright, trademark, and other intellectual property laws. The compilation of all Content on the Website is the exclusive property of the Company.

6.2 Limited License

The Company grants you a limited, non-exclusive, non-transferable, and revocable license to access and view the Content on the Website solely for your personal or internal business purposes. This license does not include any right to reproduce, modify, distribute, transmit, display, perform, publish, license, create derivative works from, or sell any Content obtained from the Website without the prior written consent of the Company.

6.3 Client Deliverables

Unless otherwise agreed in writing, the Company retains ownership of all pre-existing intellectual property, tools, methodologies, frameworks, and code libraries used in the performance of Services. Upon full payment of all fees due under the applicable Services Agreement, the Company assigns to the client ownership of custom deliverables specifically created for that client under the engagement. The precise allocation of intellectual property rights for each engagement shall be governed by the terms of the applicable Statement of Work.

6.4 Feedback

Any feedback, suggestions, ideas, or recommendations you provide to the Company regarding the Website or our Services may be used by the Company without restriction, attribution, or compensation. By submitting feedback, you grant the Company a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and implement such feedback in any manner.

7. Payment Terms and Billing

Payment for Services provided by the Company is governed by the terms of the individual Service Agreement or Statement of Work executed between the Company and the client. The provisions in this section apply generally to all paid Services unless explicitly modified by a signed agreement.

7.1 Fees and Pricing

Fees for Services are established in the applicable Service Agreement or Statement of Work. Pricing may be structured as fixed-price projects, time-and-materials engagements, or retainer-based arrangements. All fees are stated in Canadian dollars unless otherwise specified. The Company reserves the right to modify its standard pricing for future engagements at any time without prior notice to existing clients whose pricing is governed by active agreements.

7.2 Invoicing and Payment

Invoices are issued according to the schedule specified in the applicable Service Agreement. Payment is due within thirty calendar days of the invoice date unless a different payment term is specified in the agreement. Late payments may be subject to interest charges at a rate of one and one-half percent per month, or the maximum rate permitted by applicable law, whichever is lower.

7.3 Taxes

All fees are exclusive of applicable taxes, including federal and provincial sales taxes, goods and services tax, harmonized sales tax, and any other taxes or duties imposed by governmental authorities. You are responsible for paying all such taxes associated with your purchase of Services, except for taxes based on the income of the Company.

7.4 Disputed Charges

If you believe that any invoice contains an error, you must notify the Company in writing within fifteen calendar days of the invoice date. Failure to provide timely notice of a dispute constitutes your acceptance of the invoice as accurate. Disputed amounts that are resolved in your favor will be credited to your account or refunded.

8. Service Availability and Support

The Company endeavors to maintain a high standard of availability and responsiveness in the delivery of its Services, subject to the limitations and exclusions described in this section.

8.1 Website Availability

We strive to ensure that the Website is accessible on a continuous basis. However, the Website may be unavailable from time to time for scheduled maintenance, emergency repairs, or circumstances beyond our reasonable control. The Company does not guarantee uninterrupted access to the Website and shall not be liable for any unavailability that results in inconvenience or loss.

8.2 Service Delivery Timelines

Any timelines, milestones, or delivery dates communicated to you in connection with a Services engagement are estimates based on available information at the time of estimation. The Company will make reasonable efforts to meet stated timelines but does not guarantee specific delivery dates. Delays resulting from your failure to provide necessary information, access, or approvals shall extend all affected timelines accordingly.

8.3 Support Hours

Standard support for ongoing Services engagements is provided during regular business hours, Monday through Friday, excluding statutory holidays in Ontario, Canada. Extended or 24/7 support may be available under a separate support agreement and at additional cost. Support inquiries should be directed to help@olylink.lat or by phone at +12678787423.

9. Confidentiality

The protection of confidential information is essential to the trust-based relationships we build with our clients. This section sets forth the obligations of the Company and the User with respect to confidential information exchanged during the course of a Services engagement.

9.1 Definition of Confidential Information

Confidential Information means any non-public information disclosed by one party to the other in connection with a Services engagement, whether in written, oral, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, trade secrets, business plans, technical specifications, source code, customer data, financial information, and security protocols.

9.2 Obligations of Confidentiality

Each party agrees to hold the Confidential Information of the other party in strict confidence and to use such information solely for the purpose of performing its obligations under the applicable Services Agreement. Neither party shall disclose the Confidential Information of the other party to any third party without the prior written consent of the disclosing party, except as required by law.

9.3 Exclusions

The obligations of confidentiality set forth in this section do not apply to information that: is or becomes publicly available through no fault of the receiving party; was already in the lawful possession of the receiving party prior to disclosure by the disclosing party; is independently developed by the receiving party without reference to the Confidential Information; or is required to be disclosed by a court order, regulatory directive, or other legal process, provided that the receiving party gives the disclosing party reasonable prior notice and cooperates in any effort to limit the scope of such disclosure.

9.4 Duration of Obligations

Confidentiality obligations shall survive the termination or expiration of any Services Agreement for a period of five years, or indefinitely with respect to information that constitutes a trade secret under applicable law.

10. Limitation of Liability

This section defines the limits of the liability of Oly Distribution Ltd. in connection with your use of the Website and engagement of our Services. The limitations set forth herein are a fundamental element of the bargain between the parties and reflect the allocation of risk agreed upon.

10.1 Exclusion of Certain Damages

To the maximum extent permitted by applicable law, in no event shall Oly Distribution Ltd., its directors, officers, employees, agents, subcontractors, or affiliates be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, business interruption, or damage to reputation, arising out of or in connection with your use of the Website or our Services, regardless of the theory of liability and even if the Company has been advised of the possibility of such damages.

10.2 Cap on Liability

The total aggregate liability of Oly Distribution Ltd. for any and all claims arising out of or relating to these Terms of Service or any Services provided hereunder shall not exceed the total amount of fees paid by you to the Company during the twelve-month period immediately preceding the event giving rise to the claim. If no fees have been paid during such period, the liability cap shall be one thousand Canadian dollars.

10.3 Exceptions

The limitations in this section do not apply to liability arising from: death or personal injury caused by the negligence of the Company; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited under applicable law. Nothing in these Terms of Service shall affect any statutory rights that you may have as a consumer that cannot be waived or limited by contract.

11. Indemnification

You agree to defend, indemnify, and hold harmless Oly Distribution Ltd., its parent company, subsidiaries, affiliates, and their respective directors, officers, employees, agents, contractors, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses arising out of or related to your use of the Website, your breach of these Terms of Service, or your violation of any law or the rights of a third party in connection with your use of our Services.

11.1 Indemnification Procedure

The Company shall provide you with prompt written notice of any claim subject to indemnification under this section and shall reasonably cooperate with you in the defense of such claim at your expense. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with the Company in asserting any available defenses.

11.2 Settlement

You shall not settle any claim that imposes any admission of liability or ongoing obligation on the Company without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed.

12. Disclaimer of Warranties

The Website and all Services provided by the Company are offered on an as-is and as-available basis without any representations or warranties of any kind, whether express, implied, or statutory, to the fullest extent permitted by applicable law.

12.1 No Implied Warranties

The Company expressly disclaims all implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranties arising from course of dealing, course of performance, or usage of trade. The Company does not warrant that the Website will operate error-free, that defects will be corrected, or that the Website or the servers that host it are free of viruses or other harmful components.

12.2 Professional Services Disclaimer

The information and content provided on the Website is for general informational purposes only and does not constitute professional advice. You should not act or refrain from acting based on any information obtained from the Website without first seeking appropriate professional advice tailored to your specific circumstances.

12.3 Third-Party Content

The Company makes no representations or warranties regarding the accuracy, completeness, or reliability of any third-party content that may be accessible through links from the Website. Any reliance you place on such content is strictly at your own risk.

13. Termination and Suspension

The Company reserves the right to terminate or suspend your access to the Website or to any ongoing Services engagement under the circumstances and procedures described in this section.

13.1 Termination by the Company

The Company may terminate or suspend your access to the Website immediately, without prior notice or liability, if you breach any provision of these Terms of Service, if your conduct creates a security risk or legal liability for the Company, or if required to do so by law or regulatory authority. For Services engagements, termination shall be governed by the terms of the applicable Service Agreement.

13.2 Termination by the User

You may terminate your use of the Website at any time by discontinuing access. For Services engagements, you may terminate in accordance with the termination provisions of the applicable Service Agreement or Statement of Work. Termination of a Services engagement may result in fees for work performed through the date of termination as specified in the applicable agreement.

13.3 Effect of Termination

Upon termination, all rights and licenses granted to you under these Terms of Service shall immediately cease. You shall promptly pay all outstanding amounts due to the Company for Services performed through the effective date of termination. Provisions of these Terms of Service that by their nature should survive termination shall do so, including but not limited to provisions regarding intellectual property, confidentiality, limitation of liability, indemnification, and governing law.

14. Governing Law and Jurisdiction

These Terms of Service and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

14.1 Jurisdiction

The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario sitting in the City of Ottawa for the resolution of any dispute arising out of or relating to these Terms of Service or the relationship between the parties. You agree that any legal action or proceeding shall be brought exclusively in such courts and waive any objection based on forum non conveniens or improper venue.

14.2 International Users

If you access the Website from a jurisdiction outside Canada, you do so on your own initiative and are responsible for compliance with local laws. The Company makes no representation that the Content on the Website is appropriate or available for use in locations outside Canada.

15. Dispute Resolution

The Company values its relationships with clients and users and is committed to resolving disputes in a fair and efficient manner. This section establishes the procedures that the parties agree to follow in the event of a dispute.

15.1 Informal Resolution

Before initiating any formal legal proceedings, the parties agree to attempt to resolve any dispute informally through good faith negotiations. The party raising the dispute shall provide written notice to the other party describing the nature and basis of the dispute and the relief sought. The parties shall then have a period of thirty calendar days from receipt of such notice to attempt to resolve the dispute through direct communication.

15.2 Mediation

If the dispute is not resolved through informal negotiations within the thirty-day period, the parties agree to submit the dispute to non-binding mediation administered by a mutually agreed mediator in Ottawa, Ontario. The costs of mediation shall be shared equally by the parties. Participation in mediation is a precondition to the commencement of litigation, except where a party seeks urgent injunctive or equitable relief.

15.3 Equitable Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm, including but not limited to the protection of confidential information or intellectual property rights, without the necessity of first engaging in the informal resolution or mediation procedures described above.

16. Modifications to Terms

The Company reserves the right to modify, amend, or replace these Terms of Service at any time in its sole discretion. This section explains how modifications will be communicated and the effect they will have on your ongoing use of the Website and Services.

16.1 Notice of Modifications

When modifications are made to these Terms of Service, the Company will update the Last Updated date at the top of this page and will post the revised terms on the Website. For material modifications, the Company may provide additional notice through a prominent banner on the Website or by sending an email to Users with whom it maintains an active business relationship. It is your responsibility to review these Terms of Service periodically for changes.

16.2 Acceptance of Modifications

Your continued use of the Website following the posting of revised Terms of Service constitutes your acceptance of the modifications. If you do not agree with the modified terms, you must discontinue use of the Website and may terminate any ongoing Services engagement in accordance with the termination provisions of your Service Agreement.

16.3 Retroactive Application

No modification to these Terms of Service shall apply retroactively to disputes that arose prior to the effective date of the modification, or to Services engagements governed by a Service Agreement executed prior to the modification, unless the Service Agreement explicitly provides for the incorporation of updated terms.

17. General Provisions

This section contains various provisions of general application that govern the interpretation and enforcement of these Terms of Service.

17.1 Entire Agreement

These Terms of Service, together with any Service Agreement, Statement of Work, Privacy Policy, and any other documents expressly incorporated by reference, constitute the entire agreement between you and Oly Distribution Ltd. regarding your use of the Website and engagement of our Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

17.2 Severability

If any provision of these Terms of Service is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to render it enforceable, or severed if modification is not possible. The remaining provisions shall continue in full force and effect.

17.3 Waiver

No waiver of any breach of any provision of these Terms of Service shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

17.4 Assignment

You may not assign or transfer any of your rights or obligations under these Terms of Service without the prior written consent of the Company. The Company may assign or transfer its rights and obligations under these Terms of Service without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

17.5 Relationship of the Parties

Nothing in these Terms of Service shall be construed as creating a partnership, joint venture, agency, or employment relationship between you and the Company. The Company is an independent contractor in the performance of all Services, and neither party has the authority to bind the other to any obligation or liability.

17.6 Force Majeure

The Company shall not be liable for any delay or failure to perform its obligations under these Terms of Service to the extent such delay or failure results from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government orders, pandemics, labor disputes, utility failures, Internet disruptions, and failures of third-party service providers.

17.7 Notices

All notices to the Company under these Terms of Service shall be sent to help@olylink.lat or to the physical address at 207 Bank Street Suite 334, Ottawa - K2P 1W7, Canada (CA). Notices to you may be sent to the email address or physical address you provide to us when submitting a contact form or entering into a Service Agreement.

18. Contact Information

If you have questions, concerns, or feedback regarding these Terms of Service or any matter related to your relationship with Oly Distribution Ltd., please reach out to us using the contact details provided below. We welcome the opportunity to address your inquiries.

18.1 Company Information

Company Name: Oly Distribution Ltd.

Trade Name: OlyLink

Industry: Computer Systems Design and Related Services — Professional, Scientific, and Technical Services — Computer Integrated Systems Design

Registered Address: 207 Bank Street Suite 334, Ottawa - K2P 1W7, Canada (CA)

Website: https://www.olylink.lat

18.2 Contact Channels

Email: help@olylink.lat

Phone: +12678787423

18.3 Response Times

We endeavor to respond to all legitimate inquiries within two business days. For urgent matters related to ongoing Services engagements, clients should refer to the escalation procedures specified in their Service Agreement or contact their designated account manager directly.

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