Agreement to Terms
These Terms of Service ("Terms") govern your access to and use of the website nexanova.ca (the "Website") and any services provided by Nexanova Systems ("Nexanova," "we," "us," or "our"), a technology services company headquartered in Langley, British Columbia, Canada.
By accessing our Website or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use our Website or services. If you are agreeing to these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms.
These Terms are supplemented by our Privacy Policy, which describes how we collect, use, and protect your personal information. Our Privacy Policy is incorporated into these Terms by reference.
Services
Nexanova Systems provides managed IT, cybersecurity, AI enablement, cloud and Microsoft 365 management, systems integration, co-managed IT, and project-based technology services (collectively, the "Services") to businesses in Metro Vancouver and the Fraser Valley, British Columbia.
The specific scope, deliverables, service levels, and pricing for Services are defined in the individual service agreement or statement of work executed between Nexanova and the client (the "Service Agreement"). In the event of a conflict between these Terms and a Service Agreement, the Service Agreement governs with respect to the services described therein.
We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with reasonable notice to affected clients. We will not modify the scope of active Service Agreements without mutual written agreement.
Website Use
Our Website is provided for informational purposes and to facilitate communication with our team. You may use our Website only for lawful purposes and in accordance with these Terms.
You agree not to: use our Website in any way that violates applicable federal, provincial, or local law; transmit any material that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable; attempt to gain unauthorized access to our Website, server, or any connected system; use automated tools to scrape, crawl, or extract data from our Website beyond what is permitted by our robots.txt file; impersonate any person or entity; or interfere with the proper operation of our Website.
We reserve the right to restrict or terminate access to our Website for any user who violates these Terms.
Intellectual Property
All content on our Website — including text, graphics, logos, images, and software — is the property of Nexanova Systems or its licensors and is protected by Canadian and international copyright, trademark, and other intellectual property laws.
You may view, download, and print content from our Website for your personal, non-commercial use, provided you do not modify the content or remove any copyright, trademark, or other proprietary notices.
The Nexanova Systems name, logo, and all related marks are trademarks of Nexanova Systems. You may not use our trademarks without our prior written permission.
Intellectual property rights in any custom software, configurations, scripts, automations, or documentation created by Nexanova specifically for a client in the course of delivering Services are addressed in the applicable Service Agreement. Unless otherwise specified in the Service Agreement, Nexanova retains ownership of its proprietary tools, methodologies, templates, and processes used in delivering Services.
Client Obligations
Clients engaging our Services agree to: provide accurate and complete information necessary for us to deliver Services; maintain the confidentiality of any credentials, access tokens, or authentication mechanisms provided to them; notify us promptly of any security incidents, unauthorized access, or changes to their environment that may affect service delivery; comply with all applicable laws and regulations in their use of our Services; and pay all fees as described in the applicable Service Agreement.
Clients are responsible for ensuring that their use of our Services complies with any industry-specific regulations applicable to their business, including but not limited to PIPA, PIPEDA, Law Society BC rules, CPA BC standards, and FINTRAC requirements. While we design IT environments to support these compliance obligations, compliance ultimately remains the responsibility of the client and their legal advisors.
Payment Terms
All Services are billed as described in the applicable Service Agreement. Unless otherwise specified, managed IT services are billed monthly in advance. Project-based services may be billed on a milestone basis, upon completion, or as otherwise defined in the project scope.
Payment is due within 15 days of invoice date unless otherwise specified in the Service Agreement. Late payments may be subject to interest at the rate of 1.5% per month on outstanding balances.
All prices are in Canadian dollars and are exclusive of applicable taxes. GST, PST, or other applicable taxes will be added to invoices as required by law.
We reserve the right to suspend Services if payment is overdue by more than 30 days, after providing written notice and a reasonable opportunity to cure the default.
Term and Termination
These Terms remain in effect for as long as you access our Website or use our Services.
Service Agreements with Nexanova are month-to-month unless otherwise specified. Either party may terminate a month-to-month Service Agreement by providing 30 days written notice to the other party.
We may terminate or suspend your access to our Website or Services immediately, without prior notice, if: you breach these Terms or the applicable Service Agreement; your use of our Services poses a security risk to us, our other clients, or third parties; or we are required to do so by law.
Upon termination of a Service Agreement: we will provide a reasonable transition period to facilitate the transfer of services to another provider; we will provide all client-owned data, documentation, and credentials in our possession within 30 days of the termination effective date; any pre-paid fees for services not yet delivered will be refunded on a pro-rata basis; and client obligations regarding payment for services already delivered survive termination.
Limitation of Liability
To the maximum extent permitted by applicable law, Nexanova Systems and its owners, employees, agents, and contractors shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunity, or goodwill, arising out of or related to your use of our Website or Services, regardless of the cause of action or the theory of liability.
Our total aggregate liability arising out of or related to any Service Agreement shall not exceed the total fees paid by the client to Nexanova under that Service Agreement during the 12-month period immediately preceding the event giving rise to the claim.
These limitations apply regardless of whether the damages are based on warranty, contract, tort, statute, or any other legal theory, and whether or not Nexanova has been advised of the possibility of such damages.
Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud or gross negligence.
Indemnification
You agree to indemnify, defend, and hold harmless Nexanova Systems and its owners, employees, agents, and contractors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: your breach of these Terms or any applicable Service Agreement; your violation of any applicable law or regulation; your use of our Services in a manner not authorized by these Terms or the applicable Service Agreement; or any third-party claim arising from your technology environment, data, or business operations to the extent not caused by Nexanova's negligence or breach of the Service Agreement.
Nexanova agrees to indemnify the client against third-party claims arising directly from Nexanova's negligent performance of Services under the applicable Service Agreement, subject to the limitation of liability provisions in these Terms.
Disclaimer of Warranties
Our Website is provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
While we strive to provide accurate and current information on our Website, we do not warrant that the content is complete, accurate, or up to date. Information on our Website is provided for general informational purposes and does not constitute professional advice.
Services are provided in accordance with the terms and service levels specified in the applicable Service Agreement. Any warranties related to Services are as expressly set forth in the Service Agreement.
Acceptable Use
You agree to use our Services only for lawful business purposes and in accordance with these Terms and the applicable Service Agreement. You agree not to: use our Services to store, transmit, or process any content that is illegal, harmful, or infringes on the intellectual property rights of others; attempt to circumvent any security controls or access restrictions implemented by Nexanova; use our Services to conduct any form of cyberattack, unauthorized access, or malicious activity against any system or network; share credentials or access provided to you with unauthorized individuals; or use our Services in a manner that interferes with our ability to provide services to other clients.
Violation of this Acceptable Use policy may result in immediate suspension or termination of Services.
Confidentiality
Each party agrees to maintain the confidentiality of any confidential information received from the other party in connection with these Terms or any Service Agreement. Confidential information includes, but is not limited to, business plans, technical data, financial information, client lists, passwords, network configurations, and any information marked or reasonably understood to be confidential.
Confidential information may be disclosed only to employees, contractors, or agents who need access to perform obligations under these Terms or the applicable Service Agreement, and who are bound by confidentiality obligations at least as protective as those in this section.
These confidentiality obligations do not apply to information that: is or becomes publicly available through no fault of the receiving party; was already known to the receiving party without restriction; is independently developed by the receiving party; or is required to be disclosed by law, provided the disclosing party is given reasonable notice where permitted.
Dispute Resolution
Any dispute arising out of or related to these Terms or any Service Agreement shall first be addressed through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within 30 days, either party may submit the dispute to mediation administered by a mutually agreed-upon mediator in British Columbia.
If mediation does not resolve the dispute within 60 days, either party may pursue resolution through the courts of British Columbia. Both parties agree to submit to the exclusive jurisdiction of the courts of British Columbia for any legal proceedings arising out of or related to these Terms.
Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.
Governing Law
These Terms and any Service Agreement are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under these Terms or any Service Agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, pandemic, power outages, internet service provider failures, cyberattacks on third-party infrastructure, or labor disputes.
The affected party must notify the other party promptly of the force majeure event and take reasonable steps to mitigate its impact. If a force majeure event continues for more than 60 days, either party may terminate the affected Service Agreement without penalty.
Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.
Entire Agreement
These Terms, together with our Privacy Policy and any applicable Service Agreement, constitute the entire agreement between you and Nexanova Systems regarding the subject matter hereof. These Terms supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between the parties regarding the subject matter hereof.
No waiver of any provision of these Terms shall be effective unless in writing and signed by both parties. Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.
Contact Information
If you have questions about these Terms of Service, please contact us:
Nexanova Systems Langley, BC, Canada Email: info@nexanova.ca Phone: (604) 613-0150