Terms of Service

1. Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you, the user of this website, and Thr Guidance Inc., a Canadian corporation with its principal place of business at 71 Stockell Cres, Ajax, Ontario L1T 0M4, Canada. By accessing, browsing, or using our website located at www.thrguidance.mom, or by engaging our computer systems design, integration, and consulting services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and all applicable laws and regulations.

If you do not agree with any provision of these Terms of Service, you must immediately discontinue your use of this website and our services. THR Guidance Inc. reserves the right to modify, amend, or update these Terms at any time without prior notice. It is your responsibility to review these Terms periodically for changes. Your continued use of the website following the posting of revised Terms constitutes your acceptance of those changes.

2. Description of Services

THR Guidance Inc. operates within the Computer Systems Design and Related Services industry, classified under the Professional, Scientific, and Technical Services sector. Our core business activities include:

• Enterprise computer systems architecture design and blueprinting
• Computer integrated systems design for complex business environments
• Cloud infrastructure planning, migration, and multi-cloud architecture engineering
• Systems integration services connecting disparate platforms and legacy systems
• Technical consulting and strategic technology advisory services
• Cybersecurity architecture design and security posture assessment
• Managed infrastructure operations and ongoing system optimization
• Technology roadmap planning and vendor evaluation support

The scope, deliverables, timelines, and fees for any specific engagement shall be defined in a separate written service agreement, statement of work, or engagement letter executed by both parties. These Terms of Service govern your use of our website and serve as the general framework for our professional relationships; individual engagements are governed by their specific contractual documents, which take precedence over these Terms in the event of any conflict.

3. User Obligations and Conduct

3.1 Lawful Use

You agree to use our website and services solely for lawful purposes and in a manner consistent with all applicable federal, provincial, territorial, and local laws, regulations, and ordinances. You shall not use our website or services to engage in, facilitate, or promote any illegal activity, including but not limited to:

• Unauthorized access to or tampering with any computer system, network, or data
• Transmission of malware, viruses, ransomware, or any other harmful code
• Distribution of spam, unsolicited commercial messages, or phishing schemes
• Infringement of intellectual property rights, including copyright, trademark, patent, or trade secret rights
• Dissemination of defamatory, obscene, harassing, or otherwise objectionable content
• Any activity that could damage, disable, overburden, or impair our website, servers, or network infrastructure
• Collection or harvesting of personal information about other users without their consent
• Attempting to bypass or circumvent any security measures we have implemented

3.2 Accurate Information

When you submit information through our website, including contact forms, service inquiry forms, or any other data collection mechanism, you agree to provide accurate, current, and complete information. You are solely responsible for the accuracy of any information you provide. THR Guidance Inc. shall not be liable for any consequences arising from inaccurate or misleading information provided by users.

3.3 Account Security

If you are provided with account credentials for accessing any client portal, project management system, or other restricted area of our services, you are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must notify us immediately at service@thrguidance.mom of any unauthorized use of your account or any other breach of security.

4. Intellectual Property Rights

4.1 Website Content

All content available on this website, including but not limited to text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, software, page layout, and design elements, is the exclusive property of THR Guidance Inc. or its content suppliers and is protected by Canadian and international copyright, trademark, and intellectual property laws. The compilation of all content on this website is the exclusive property of THR Guidance Inc.

You may view, download, and print pages from the website for your personal, non-commercial use only, subject to the following restrictions: you must not republish material from this website, sell, rent, or sub-license material from this website, reproduce, duplicate, copy, or otherwise exploit material on this website for commercial purposes, or redistribute content from this website without our express written permission.

4.2 Trademarks

THR Guidance, THR Guidance Inc., the THR Guidance logo, and all related names, logos, product and service names, designs, and slogans are trademarks of THR Guidance Inc. or its affiliates. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on this website are the trademarks of their respective owners.

4.3 Client Deliverables

Unless otherwise specified in a written service agreement, all work product, deliverables, designs, architectures, documentation, code, configurations, reports, analyses, and other materials created by THR Guidance Inc. in the course of providing services to a client shall, upon full payment for such services, become the intellectual property of the client, subject to THR Guidance Inc.'s right to retain and use underlying methodologies, tools, frameworks, templates, and pre-existing intellectual property utilized in creating such deliverables.

5. Confidentiality

In the course of our business relationship, we may receive or have access to confidential and proprietary information belonging to you or your organization. Confidential Information includes all non-public information disclosed by you to us, whether orally or in writing, 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.

THR Guidance Inc. agrees to hold all Confidential Information in strict confidence, to use such information only for the purpose of providing services to you, and to protect Confidential Information using the same degree of care we use to protect our own confidential information, but in no event less than reasonable care. We will not disclose Confidential Information to any third party without your prior written consent, except as required by law or to our employees, contractors, and advisors who need to know such information to perform services and who are bound by confidentiality obligations.

Confidential Information does not include information that is or becomes publicly known through no breach of these Terms, was already in our possession without confidentiality restrictions at the time of disclosure, is independently developed by us without use of or reference to your Confidential Information, or is rightfully obtained by us from a third party without breach of any confidentiality obligation.

6. Payment Terms

For professional services provided by THR Guidance Inc., payment terms shall be specified in the relevant service agreement, statement of work, or invoice. Unless otherwise agreed in writing, the following general payment terms apply:

• All fees are stated and payable in Canadian dollars unless otherwise specified
• Invoices are due and payable within 30 calendar days from the invoice date
• Late payments may incur interest at a rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower
• You are responsible for all applicable federal, provincial, and local taxes, including GST and HST
• THR Guidance Inc. reserves the right to suspend or terminate services if payment is not received within the specified period
• Any expenses incurred by THR Guidance Inc. in collecting overdue amounts, including reasonable legal fees and court costs, shall be reimbursed by you

7. Limitation of Liability

THE FOLLOWING LIMITATION OF LIABILITY IS A MATERIAL TERM OF THESE TERMS OF SERVICE:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THR GUIDANCE INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE OUR WEBSITE OR SERVICES.

THR GUIDANCE INC.'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICES PROVIDED HEREUNDER SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY YOU TO THR GUIDANCE INC. DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE NOT MADE ANY PAYMENTS TO THR GUIDANCE INC., OUR LIABILITY SHALL BE LIMITED TO ONE HUNDRED CANADIAN DOLLARS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8. Indemnification

You agree to indemnify, defend, and hold harmless THR Guidance Inc., its officers, directors, employees, contractors, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable legal and accounting fees, arising out of or in connection with:

• Your use of or access to our website and services
• Your violation of any term of these Terms of Service
• Your violation of any applicable law, regulation, or third-party right, including intellectual property rights and privacy rights
• Any content or information you submit, post, transmit, or make available through our website or services
• Your negligent, reckless, or intentionally wrongful conduct

THR Guidance Inc. reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, at your expense, and you agree to cooperate with our defense of such claims.

9. Disclaimer of Warranties

THE WEBSITE AND ALL SERVICES PROVIDED BY THR GUIDANCE INC. ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

THR GUIDANCE INC. EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, AND FREEDOM FROM ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THAT THE WEBSITE WILL BE AVAILABLE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.

THR GUIDANCE INC. MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR CURRENCY OF ANY INFORMATION, CONTENT, OR MATERIALS PROVIDED ON THE WEBSITE. ALL INFORMATION IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS PROFESSIONAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT.

10. Termination

These Terms of Service shall remain in full force and effect while you use our website or services. THR Guidance Inc. may terminate or suspend your access to our website and services, in whole or in part, at any time, with or without cause, with or without notice, effective immediately. Grounds for termination may include:

• Breach or violation of any provision of these Terms of Service
• Conduct that THR Guidance Inc. believes, in its sole discretion, is harmful to other users, third parties, or our business interests
• Extended periods of account inactivity
• Requests by law enforcement or other government agencies
• Discontinuance or material modification of our services
• Unexpected technical or security issues or problems

Upon termination, your right to use the website and services will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

11. Third-Party Links and Resources

Our website may contain links to third-party websites, services, or resources that are not owned or controlled by THR Guidance Inc. These links are provided for your convenience and informational purposes only. We have no control over, and assume no responsibility for, the content, privacy policies, terms of service, or practices of any third-party websites or services. The inclusion of any link does not imply endorsement by THR Guidance Inc. of the linked site or any association with its operators. You acknowledge and agree that THR Guidance Inc. shall not be liable for any damages or losses allegedly caused by or in connection with your use of any third-party content, products, or services.

12. Force Majeure

THR Guidance Inc. shall not be liable for any failure or delay in performance of its obligations under these Terms of Service caused by events or circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, riots, labor disputes or strikes, fire, flood, earthquake, or other natural disasters, epidemics, pandemics, or public health emergencies, governmental actions, orders, or regulations, failure of the internet, telecommunications networks, or power infrastructure, and interruptions or failures of third-party services or suppliers. In the event of a force majeure condition, obligations shall be suspended for the duration of the force majeure event, and timelines shall be extended accordingly.

13. Governing Law and Jurisdiction

These Terms of Service and any dispute or claim arising out of or in connection with them or their subject matter 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 that would result in the application of other laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

You irrevocably agree that the courts of the Province of Ontario, located in the City of Toronto, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms of Service or their subject matter. You waive any objection to proceedings in such courts on grounds of venue or inconvenient forum.

14. Dispute Resolution

Before initiating any formal legal proceedings, you agree to first attempt to resolve any dispute informally by contacting THR Guidance Inc. at service@thrguidance.mom and providing a detailed written description of the dispute. Both parties agree to make a good faith effort to resolve the dispute through negotiation for a period of at least 60 days before resorting to litigation or any other formal dispute resolution mechanism.

Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction where such relief is necessary to prevent irreparable harm or to protect intellectual property rights.

15. Severability and Waiver

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 deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect. The failure of THR Guidance Inc. to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver of any breach of these Terms shall be deemed a waiver of any subsequent breach.

16. Entire Agreement

These Terms of Service, together with our Privacy Policy and any applicable service agreement or statement of work, constitute the entire agreement between you and THR Guidance Inc. with respect to your use of our website and services, and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether oral or written, relating to the subject matter hereof.

17. Assignment

You may not assign or transfer any of your rights or obligations under these Terms of Service without the prior written consent of THR Guidance Inc. THR Guidance Inc. may assign or transfer its rights and obligations under these Terms, in whole or in part, without your consent, to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

18. Contact Information

For questions, concerns, or notices regarding these Terms of Service, please contact us using the information provided below. All communications should be directed in writing to the address or email listed.

Any legal notices required or permitted under these Terms shall be delivered in writing to the address above, and shall be deemed delivered when personally delivered, three business days after deposit in certified mail, or upon confirmed receipt by email with read receipt requested.