Terms of Service

1. Definitions

In these Terms of Service:

• Company, We, Us, or Our refers to Gjr Ontario Contracting Inc., trading as Golden Jay Road
• Services refers to all computer systems design, integration, consulting, and related professional services offered by the Company
• Website refers to www.goldenjayroad.autos and all associated web properties
• Client or You refers to the individual or entity accessing our website or using our services
• Agreement refers to these Terms of Service and any additional agreements for specific services

2. Acceptance of Terms

By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy. If you are entering into this agreement on behalf of a company or organization, you represent that you have the authority to bind that entity to these terms.

3. Services Description

Golden Jay Road provides professional computer systems design and related services, including but not limited to:

• Computer integrated systems design and architecture
• System integration and implementation services
• Technical consulting and advisory services
• Cloud integration and migration services
• Custom software development
• Managed services and technical support

Specific services, deliverables, timelines, and fees will be detailed in separate service agreements or statements of work.

4. Service Agreements

For specific projects or ongoing services, we will enter into separate written agreements that detail:

• Scope of work and deliverables
• Project timelines and milestones
• Fees, payment terms, and expenses
• Responsibilities of both parties
• Acceptance criteria and procedures
• Warranties and limitations

In case of conflict between these Terms of Service and a specific service agreement, the service agreement shall prevail.

5. Fees and Payment

5.1 Pricing

Fees for our services will be specified in service agreements or proposals. All fees are in Canadian Dollars (CAD) unless otherwise stated.

5.2 Payment Terms

Payment terms will be specified in service agreements. Unless otherwise agreed, invoices are due within 30 days of the invoice date. Late payments may incur interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

5.3 Expenses

Unless otherwise agreed, clients are responsible for reimbursing reasonable expenses incurred in connection with services, including travel, accommodation, and third-party costs.

5.4 Taxes

All fees are exclusive of applicable taxes, including GST/HST, which will be added to invoices as required by law.

6. Intellectual Property Rights

6.1 Client Materials

Clients retain all rights to materials, data, and information provided to us. By providing such materials, you grant us a license to use them solely for the purpose of delivering services.

6.2 Deliverables

Upon full payment, clients receive ownership of custom deliverables created specifically for them, subject to any third-party licenses. We retain ownership of our methodologies, tools, templates, and pre-existing intellectual property.

6.3 Company Property

All rights in our website content, branding, methodologies, and proprietary tools remain our exclusive property.

7. Confidentiality

Both parties agree to maintain the confidentiality of proprietary and confidential information disclosed during the course of our relationship. This obligation survives termination of services. Confidential information does not include information that:

• Is or becomes publicly available through no breach of this agreement
• Was rightfully in the receiving party's possession prior to disclosure
• Is independently developed without use of confidential information
• Is required to be disclosed by law or court order

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards. Specific warranties for deliverables will be detailed in service agreements.

8.2 Disclaimer

Except as expressly stated in service agreements, services and deliverables are provided as is without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

8.3 Third-Party Products

We make no warranties regarding third-party products, software, or services that may be recommended or integrated as part of our solutions.

9. Limitation of Liability

To the maximum extent permitted by law:

• Our total liability for any claims arising from services shall not exceed the fees paid by the client for the specific services giving rise to the claim
• We shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, lost data, or business interruption
• These limitations apply regardless of the legal theory of liability

Some jurisdictions do not allow limitation of liability for certain damages, so these limitations may not apply to you.

10. Indemnification

You agree to indemnify and hold harmless Golden Jay Road, Gjr Ontario Contracting Inc., and our officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Your use of our services
• Your violation of these terms
• Your violation of any rights of another party
• Materials or information you provide to us

11. Term and Termination

11.1 Term

These terms remain in effect while you use our website or services. Specific service agreements will have their own term provisions.

11.2 Termination

Either party may terminate a service agreement as specified in that agreement. We reserve the right to refuse service or terminate access to our website at our discretion.

11.3 Effect of Termination

Upon termination, you must pay all outstanding fees for services rendered. Provisions regarding confidentiality, intellectual property, limitation of liability, and indemnification survive termination.

12. Website Use

12.1 Acceptable Use

You agree to use our website only for lawful purposes and in accordance with these terms. You agree not to:

• Use the website in any way that violates applicable laws or regulations
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the website or servers
• Transmit viruses, malware, or other harmful code
• Collect or harvest information about other users
• Use automated systems to access the website without permission

12.2 Content Accuracy

While we strive to provide accurate information on our website, we make no representations or warranties regarding the completeness, accuracy, or reliability of any content.

13. Force Majeure

Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or technical failures, provided that the affected party gives prompt notice and makes reasonable efforts to resume performance.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These terms 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.

14.2 Jurisdiction

Any disputes arising from these terms or our services shall be subject to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada.

14.3 Dispute Resolution

Before initiating legal proceedings, parties agree to attempt to resolve disputes through good faith negotiation. If negotiation fails, parties may pursue mediation before resorting to litigation.

15. General Provisions

15.1 Entire Agreement

These terms, together with our Privacy Policy and any specific service agreements, constitute the entire agreement between you and Golden Jay Road regarding use of our website and services.

15.2 Amendments

We reserve the right to modify these terms at any time. Changes will be effective upon posting to our website. Your continued use of our services after changes constitutes acceptance of the modified terms.

15.3 Severability

If any provision of these terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

15.4 Waiver

Failure to enforce any provision of these terms shall not constitute a waiver of that provision or any other provision.

15.5 Assignment

You may not assign or transfer these terms or any rights hereunder without our prior written consent. We may assign these terms without restriction.

15.6 Independent Contractors

The relationship between you and Golden Jay Road is that of independent contractors. Nothing in these terms creates a partnership, joint venture, or employment relationship.

16. Contact Information

For questions about these Terms of Service, please contact us: