Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website at https://opterion-it.com (the "Site") and the software services (the "Service") provided by Opterion-IT Software Inc. ("Opterion-IT", "we", "us", or "our"), a company registered in British Columbia, Canada.

By accessing the Site, creating an account, or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Site or Service.

1. Definitions

• "Account" means a registered user account on the Service.
• "Customer" means the legal entity that subscribes to the Service.
• "Customer Data" means any data, content, or information uploaded to or generated within the Service by or on behalf of the Customer.
• "Subscription" means a paid plan giving access to the Service.
• "User" means an individual authorised by the Customer to access the Service under the Customer's Account.

2. Eligibility and accounts

You must be at least 16 years old and have the legal authority to enter into these Terms (on your own behalf or on behalf of a Customer) to use the Service.

You are responsible for maintaining the confidentiality of your credentials and for all activities that occur under your Account. You must notify us promptly at admin@opterion-it.com of any unauthorised access.

You agree to provide accurate, complete, and current information when registering and to keep that information up to date.

3. The Service

Opterion-IT provides cloud-based business-management software covering modules such as customers, club membership, facilities, human resources, IT assets, initiatives, budget, stakeholder events, supplies, and banking. The exact features available depend on your Subscription plan.

We may add, modify, or remove features at our discretion. We will use reasonable efforts to give advance notice of material changes that remove functionality you actively rely on.

4. Free trials

We may offer a free trial of the Service. The trial period and included features will be specified at signup. At the end of the trial, your Account will either convert to a paid Subscription (if you have provided payment details and not cancelled) or be downgraded / suspended as described at signup.

5. Subscriptions, fees, and billing

5.1 Fees

Subscription fees are set out in a separately agreed order form. All fees are stated in US dollars and are exclusive of applicable taxes (GST, PST, HST, sales tax, VAT) which will be added where required.

5.2 Billing cycle

Unless otherwise agreed, fees are billed monthly or annually in advance. Annual subscriptions may be offered at a discount.

5.3 Payment

Payment is due on the invoice date. Card payments are processed by our third-party payment processor. By providing payment details, you authorise us to charge the recurring fees to that payment method until you cancel.

5.4 Late payment

Invoices unpaid for more than 30 days may, at our discretion, result in suspension of the Service. We may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum permitted by law.

5.5 Refunds

Subscription fees are non-refundable except where required by law or expressly stated otherwise (for example, refunds offered during a documented Service outage as set out in §10).

5.6 Price changes

We may change Subscription fees on at least 30 days' notice before the change takes effect at your next renewal. If you do not accept a price change, you may cancel before the renewal date.

6. Acceptable use

You agree not to:

• Use the Service to violate any applicable law or regulation, or to infringe the rights of others;
• Upload or transmit any content that is unlawful, defamatory, harassing, obscene, or otherwise objectionable;
• Upload viruses, malware, or any code that may damage or interfere with the Service;
• Reverse-engineer, decompile, or attempt to extract the source code of the Service except to the extent permitted by law;
• Use the Service to send unsolicited bulk email or spam;
• Resell, sublicense, or otherwise commercialise the Service without our written consent;
• Use automated systems (bots, scrapers, crawlers) to access the Service in a manner that exceeds reasonable use;
• Attempt to gain unauthorised access to other Accounts, systems, or networks connected to the Service.

We may suspend or terminate Accounts that breach this section, with or without notice, and at our sole discretion.

7. Customer Data

7.1 Ownership

You retain all rights, title, and interest in and to your Customer Data. Nothing in these Terms transfers ownership of Customer Data to us.

7.2 Licence to us

You grant us a worldwide, non-exclusive, royalty-free licence to host, process, transmit, display, and back up Customer Data solely as necessary to provide the Service to you and to comply with our legal obligations.

7.3 Your responsibilities

You are solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data, and for ensuring you have the right to upload and process it through the Service (including obtaining any necessary consents from individuals whose personal information you upload).

7.4 Backups and export

We maintain regular backups of the Service. You may export your Customer Data at any time during an active Subscription via the in-product export tools. Following termination, we will retain your Customer Data for 30 days to allow export, after which it will be permanently deleted.

8. Intellectual property

The Service, the Site, and all software, designs, text, graphics, and other materials forming part of either (excluding Customer Data) are owned by Opterion-IT or its licensors and are protected by copyright, trademark, and other intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service in accordance with these Terms for the duration of your Subscription.

"Opterion-IT" and the Opterion-IT logo are trademarks of Opterion-IT Software Inc.. You may not use them without our prior written consent.

9. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other in connection with the Service ("Confidential Information"), to use it only for the purpose of performing or receiving the Service, and to protect it with at least the same care it uses to protect its own confidential information (and no less than reasonable care).

This obligation does not apply to information that (a) is or becomes publicly available without breach of this section, (b) was rightfully known to the receiving party before disclosure, (c) is rightfully received from a third party without confidentiality obligations, or (d) is required to be disclosed by law (provided the disclosing party is given reasonable notice where lawful).

10. Service availability

We aim for 99.5% monthly uptime for the Service, excluding scheduled maintenance and circumstances beyond our reasonable control (see §15). Scheduled maintenance will normally be announced at least 48 hours in advance and performed outside North American business hours where practicable.

If monthly uptime falls below 99.5%, you may request a service credit equal to 10% of that month's fees by contacting admin@opterion-it.com within 30 days of the affected month. Service credits are your sole remedy for downtime.

11. Term and termination

11.1 Term

These Terms apply from the date you first use the Site or Service and continue until your Account is terminated.

11.2 Termination by you

You may cancel your Subscription at any time from your Account settings or by contacting admin@opterion-it.com. Cancellation takes effect at the end of your current billing cycle; fees already paid are not refunded except as described in §5.5.

11.3 Termination by us

We may suspend or terminate your Account, with or without notice, if you (a) materially breach these Terms and fail to cure within 14 days of notice (or immediately for breaches that cannot be cured), (b) fail to pay fees when due, (c) use the Service in a way that risks harm to us, other users, or third parties, or (d) we are required to do so by law.

11.4 Effect of termination

On termination, your right to access the Service ends. Customer Data export is available for 30 days as described in §7.4. Sections that by their nature should survive termination (including §7.1, §8, §9, §12, §13, §14, §15, §16, §17) will survive.

12. Disclaimers

To the maximum extent permitted by applicable law, the Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, statutory, or otherwise. We disclaim all implied warranties including merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Service will be uninterrupted, error-free, secure against all threats, or that defects will be corrected.

13. Limitation of liability

To the maximum extent permitted by applicable law:

• Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost data, or loss of business opportunity, even if advised of the possibility.
• Our aggregate liability arising out of or relating to these Terms or the Service, regardless of the form of action, is limited to the fees paid by you to us in the 12 months preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law (including liability for fraud, gross negligence, or wilful misconduct).

14. Indemnification

You agree to defend, indemnify, and hold harmless Opterion-IT and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with (a) your use of the Service in breach of these Terms, (b) your Customer Data, including any claim that it infringes a third party's rights, or (c) your violation of any applicable law.

We will indemnify you against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes a valid Canadian or US copyright, trademark, or trade secret.

15. Force majeure

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, civil disturbance, pandemic, government action, internet or telecommunications failures, third-party service outages (including our cloud infrastructure provider), labour disputes, or natural disasters. The affected party will use reasonable efforts to resume performance promptly.

16. Governing law and dispute resolution

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

The parties will attempt in good faith to resolve any dispute informally before commencing any formal proceeding. If informal resolution fails, the dispute will be subject to the exclusive jurisdiction of the courts located in Vancouver, British Columbia, and each party consents to such jurisdiction and venue.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

17. Changes to these Terms

We may update these Terms from time to time. When we do, we will revise the "Last updated" date at the top of this page. For material changes, we will give you at least 30 days' notice by email or by a prominent notice on the Site or in the Service. Your continued use after the effective date constitutes acceptance of the updated Terms. If you do not accept the changes, you may cancel your Subscription before they take effect.

18. General

18.1 Entire agreement

These Terms, together with our Privacy Policy and any order form or written agreement we sign with you, constitute the entire agreement between you and Opterion-IT regarding the Service and supersede all prior agreements on the subject.

18.2 Severability

If any provision of these Terms is held unenforceable, the remaining provisions will continue in full force and effect.

18.3 No waiver

Failure to enforce any provision is not a waiver of the right to enforce it later.

18.4 Assignment

You may not assign or transfer these Terms or your Account without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets, on notice to you.

18.5 No third-party beneficiaries

These Terms do not create any rights for, or grant any benefits to, any third party.

18.6 Notices

Notices to us must be sent to admin@opterion-it.com or to the postal address below. Notices to you may be sent to the email address associated with your Account or posted on the Site.

19. Contact

If you have questions about these Terms, please contact us:

• Email: admin@opterion-it.com
• Mail: Opterion-IT Software Inc., 1075 West Georgia Street, Suite 1100, Vancouver, BC V6E 3C9, Canada