1. Acceptance of Terms
These Terms of Service govern your access to and use of the website operated by Irw Consulting Inc., located at https://www.irw.lol, together with the professional consulting services we provide. By accessing our website or by engaging our services, you agree to be bound by these Terms.
Please read these Terms carefully before using our website or services. If you do not agree with any part of these Terms, you must not use our website and you must not engage our services. These Terms apply to all visitors, users and clients of our website and services.
We may update these Terms from time to time as described in Section 18. Your continued use of the website or services after any change to these Terms will constitute your acceptance of the updated Terms. It is your responsibility to review these Terms periodically.
2. Who We Are
Irw Consulting Inc. is a provider of computer systems design and related services operating within the professional, scientific and technical services sector. Our services include systems architecture, systems integration, cloud and infrastructure planning, data strategy, security and technology advisory.
Our registered business is located at 2515 Villa Borghese Crt, Windsor - N9G 2K2, Canada. You can reach our team by email at talk@irw.lol or by telephone at +17653809412. Our website is available at https://www.irw.lol.
Throughout these Terms, references to Irw Consulting Inc., the Company, we, us or our refer to Irw Consulting Inc. References to you or your refer to the individual or organisation using our website or engaging our services.
3. Description of Services
Irw Consulting Inc. provides computer systems design and related consulting services. These services include the design of systems architecture, the integration of software and data systems, the planning and implementation of cloud infrastructure, the development of data and analytics strategies, security assessments and general technology advisory.
The specific scope of services provided in any given engagement will be described in a separate proposal, statement of work or written agreement between you and us. Where the terms of a written agreement differ from these Terms, the written agreement will govern with respect to that specific engagement.
We may modify, suspend or discontinue any part of our services at any time. Where we make material changes to services you have already engaged, we will notify you and will work with you in good faith to address the impact of those changes on your engagement.
4. Eligibility
By using our website or engaging our services, you represent and warrant that you are at least eighteen years of age and that you have the legal capacity to enter into a binding agreement. If you are acting on behalf of an organisation, you represent and warrant that you have authority to bind that organisation to these Terms.
Our services are intended for businesses and for individuals acting in a professional capacity. We do not knowingly provide services to children, and our website is not directed at children. If we become aware that a child has used our website or engaged our services, we will take appropriate steps to address the situation.
If you are located in a jurisdiction where our services or these Terms are prohibited by law, you must not use our website or services. You are responsible for ensuring that your use of our website and services complies with all laws that apply to you.
5. Client Obligations
To allow us to deliver our services effectively, you agree to provide accurate and complete information, to make available the access and resources reasonably required for the work, and to respond to our requests for information in a timely manner. The quality and timeliness of our work depends in part on your cooperation.
You agree to use our website only for lawful purposes and in a manner that does not infringe the rights of others or restrict the use and enjoyment of the website by any third party. You must not attempt to gain unauthorised access to our systems, introduce malicious software, or interfere with the operation of our website.
You are responsible for maintaining the confidentiality of any account credentials or access details you use in connection with our services, and you are responsible for all activity that occurs under those credentials. You agree to notify us promptly of any unauthorised use of your account or any other breach of security.
6. Engagement and Scope
Each engagement between you and us will be defined by a written agreement, proposal or statement of work that describes the scope, deliverables, timeline and responsibilities of the parties. Work will begin only after the scope has been agreed in writing or after you have otherwise instructed us to proceed.
Any work performed outside the agreed scope will be treated as additional work and may be subject to additional fees. We will notify you before undertaking additional work where reasonably possible, so that you can decide whether to proceed.
You acknowledge that the success of any systems design or integration project depends on factors that may be outside our control, including the condition of your existing systems, the cooperation of third party vendors and changes in your business requirements. We will use reasonable efforts to identify and communicate material risks as they arise.
7. Fees and Payment
Fees for our services will be set out in the relevant proposal, statement of work or written agreement. Unless otherwise stated, all fees are quoted in the currency specified in that agreement and do not include applicable taxes, which will be added where required by law.
Payment terms will be described in the agreement for each engagement. Invoices are generally payable within the period stated on the invoice, and late payments may be subject to interest or to the suspension of work, at our discretion and to the extent permitted by law.
We may require a deposit or advance payment before commencing work in some cases. If you fail to pay amounts when due, we reserve the right to suspend or terminate services in accordance with Section 15. You are responsible for any costs we reasonably incur in collecting overdue amounts.
8. Intellectual Property
Unless otherwise agreed in writing, all intellectual property rights in the materials we create for you during an engagement, including reports, designs, documentation and other deliverables, will be assigned or licensed to you upon full payment of the fees for that engagement, subject to the terms of the relevant agreement.
We retain ownership of our pre-existing materials, tools, methodologies, frameworks and know-how, including anything we developed before the engagement or develop independently of it. We grant you a non-exclusive, non-transferable licence to use such pre-existing materials solely as needed to benefit from the deliverables of the engagement.
All content on our website, including text, graphics, logos and design elements, is the property of Irw Consulting Inc. or its licensors and is protected by applicable intellectual property laws. You may not copy, reproduce, distribute or create derivative works from our website content without our prior written consent.
9. Confidentiality
In the course of an engagement, each party may disclose confidential information to the other. Confidential information means any information that is identified as confidential at the time of disclosure or that should reasonably be understood to be confidential given the circumstances of its disclosure.
Each party agrees to protect the confidential information of the other using at least the same degree of care it uses to protect its own confidential information, and not to disclose it to any third party except as required by law or as necessary to perform the engagement, subject to appropriate safeguards.
Confidential information does not include information that is or becomes publicly available through no fault of the receiving party, that the receiving party already lawfully possessed, or that the receiving party develops independently without reference to the other party confidential information. These obligations survive the termination of the engagement.
10. Client Data
During an engagement you may provide us with access to data, systems or environments that belong to you or to which you have rights. You retain all ownership of this client data, and you grant us a limited right to access and process it solely to the extent necessary to perform the engagement.
You represent and warrant that you have the right to provide us with access to any data you share, and that doing so does not violate any law or the rights of any third party. You are responsible for maintaining your own backups of client data unless backup services are expressly included in the engagement.
Our handling of personal information contained within client data is governed by our Privacy Policy, which is available at https://www.irw.lol/privacy. By engaging our services, you acknowledge that you have read and understood our Privacy Policy.
11. Third Party Services
In the course of our work we may recommend, configure or integrate third party products, platforms or services on your behalf. We are not responsible for the performance, availability or security of third party services, which are governed by their own terms and conditions.
Any subscription, licence or usage fees for third party services are your responsibility unless otherwise agreed in writing. We will identify such fees where reasonably possible so that you can make informed decisions about whether to proceed.
We accept no liability for any loss arising from the acts or omissions of third party providers, including outages, data loss or changes to a provider terms or functionality. Where we act as an intermediary in procuring a third party service, our liability in respect of that service is limited to the reasonable care we take in selecting and managing the provider.
12. Warranties and Disclaimers
We will perform our services using reasonable skill and care, consistent with the standards of the computer systems design industry. We warrant that we will use reasonable efforts to deliver the services described in the relevant agreement.
Except as expressly stated in these Terms or in a written agreement, our website and services are provided on an as is and as available basis, without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that our website will be uninterrupted, secure or free from errors.
We do not warrant that any particular business outcome or result will be achieved as a result of our services. Technology projects involve inherent risk, and outcomes depend on many factors, including your cooperation, the quality of your existing systems and changes in technology and markets.
13. Limitation of Liability
To the maximum extent permitted by law, Irw Consulting Inc. and its directors, officers, employees and contractors will not be liable for any indirect, incidental, special, consequential or punitive damages, including loss of profits, loss of revenue, loss of data, loss of goodwill or loss of business opportunity, arising out of or in connection with these Terms, our website or our services.
Our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort or otherwise, will not exceed the total amount of fees paid by you to us for that specific engagement during the twelve months preceding the event giving rise to the claim.
Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so some of the limitations in this section may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.
14. Indemnification
You agree to indemnify, defend and hold harmless Irw Consulting Inc. and its directors, officers, employees and contractors from and against any claims, liabilities, damages, losses and expenses, including reasonable legal fees, arising out of or in connection with your use of our website or services.
This indemnification applies to claims arising from your breach of these Terms, your violation of any law or the rights of a third party, or your misuse of the deliverables or services we provide. It does not apply to the extent that a claim arises from our own negligence or wilful misconduct.
We will notify you promptly of any claim that is subject to this indemnification and will cooperate with you in its defence, provided that you control the defence and settlement of the claim and that any settlement does not impose obligations on us without our prior written consent.
15. Termination
You may terminate an engagement in accordance with the termination provisions of the relevant agreement. We may terminate or suspend an engagement if you breach a material term of these Terms or of the agreement and fail to remedy the breach within a reasonable period after we notify you.
We may also terminate or suspend services immediately if required to do so by law, if continuing would create a security or safety risk, or if you fail to pay amounts when due. Upon termination, you remain responsible for payment of all fees for work performed up to the date of termination.
Provisions of these Terms that by their nature should survive termination will continue to apply, including those relating to confidentiality, intellectual property, limitation of liability, indemnification, governing law and dispute resolution.
16. Governing Law
These Terms and any dispute arising out of or in connection with them will be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable in that province, without regard to conflict of law principles.
You agree that the courts located in the Province of Ontario, Canada will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or our services, except where applicable law requires a different forum.
If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
17. Dispute Resolution
We value our relationships with our clients and prefer to resolve any disagreement amicably. If a dispute arises in connection with these Terms or our services, the parties agree to first attempt to resolve it through good faith negotiation.
If negotiation does not resolve the dispute within a reasonable period, the parties may agree to submit the dispute to mediation before a mutually acceptable mediator, with the costs of mediation shared equally. Mediation is a non-binding process intended to help the parties reach a resolution.
Nothing in this section prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction where necessary to protect its rights, including to prevent unauthorised disclosure of confidential information or infringement of intellectual property.
18. Changes to These Terms
We may update these Terms of Service from time to time to reflect changes in our services, our business practices or the law. When we make changes, we will revise the last updated date at the top of this page and, where appropriate, provide a more prominent notice.
Material changes will not apply retroactively to engagements that are already in progress, except to the extent required by law or where we notify you in advance. Your continued use of our website or services after changes take effect constitutes acceptance of the updated Terms.
It is your responsibility to review these Terms periodically. If you do not agree with any change to these Terms, you must stop using our website and services, subject to any contractual obligations that remain outstanding under a separate written agreement.
19. Contact Information
If you have any questions or concerns regarding these Terms of Service, or if you need to contact us for any other reason, please use the contact details below. We will respond to your enquiry as promptly as we are able.
You can reach our team by email at talk@irw.lol, by telephone at +17653809412, or by writing to us at Irw Consulting Inc., 2515 Villa Borghese Crt, Windsor - N9G 2K2, Canada. Our website is available at https://www.irw.lol.
If you wish to provide notice of a dispute or to exercise any right under these Terms, please provide your notice in writing to the address above so that we can respond appropriately.