Terms & Conditions

1. Definitions

• “Barcliffe Industries,” “we,” “us,” “our” refers to Barcliffe Industries and its authorized representatives.

• “Client,” “you,” “your” refers to any individual or entity using our Services.

• “Services” includes all IT consulting, software solutions, technical support, cloud services, cybersecurity services, hardware procurement, and any other offerings provided by Barcliffe Industries.

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2. Use of Services

2.1 You agree to use the Services only for lawful purposes and in accordance with all applicable laws and regulations within Ontario and Canada.

2.2 You will not attempt to reverse-engineer, modify, copy, or redistribute any software or proprietary tools provided by Barcliffe Industries unless explicitly permitted in writing.

2.3 Access to certain Services may require the creation of an account. You are responsible for maintaining the confidentiality of your login credentials and for all activities conducted under your account.

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3. Intellectual Property

3.1 All content, designs, software, materials, documentation, trademarks, and branding provided by Barcliffe Industries are the exclusive property of Barcliffe Industries.

3.2 No licenses or rights are granted to clients except those expressly stated in writing.

3.3 Unauthorized copying, distribution, or reproduction is strictly prohibited and may result in legal action.

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4. Service Agreements & Payment

4.1 All IT services, support packages, and consulting work must be outlined in a formal Service Agreement or Statement of Work (“SOW”) accepted by both parties.

4.2 Invoices are due upon receipt unless otherwise stated in writing. Late payments may incur interest at a rate of 2% per month (24% per annum).

4.3 Barcliffe Industries reserves the right to suspend or withhold Services for overdue accounts.

4.4 Pricing for recurring services may be adjusted with 30 days’ notice to the client.

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5. Data & Privacy

5.1 Barcliffe Industries may collect and store certain client information solely for the purpose of providing Services.

5.2 We implement reasonable technical and organizational measures to protect data; however, no system is entirely immune to breaches or failures.

5.3 Clients are responsible for maintaining their own data backups unless data-backup services are explicitly included in their agreement.

5.4 Barcliffe Industries complies with all applicable privacy laws under Ontario and Canadian legislation, including the Personal Information Protection and Electronic Documents Act (PIPEDA).

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6. Support & Maintenance

6.1 Support response times vary depending on the client’s service plan.

6.2 Scheduled maintenance may require temporary downtime. When reasonable, clients will be notified in advance.

6.3 Barcliffe Industries is not responsible for issues arising from third-party software, client-installed applications, unauthorized modifications, or user error.

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7. Warranties & Disclaimers

7.1 All Services are provided “as is” and “as available.”

7.2 Barcliffe Industries makes no guarantees regarding uninterrupted service, complete security, or error-free operation unless otherwise stated in writing.

7.3 Barcliffe Industries is not responsible for damages or losses resulting from:

• service interruptions

• cyberattacks or malware

• data loss or corruption

• delays or failures caused by third-party providers

• misuse or improper use of any Services

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8. Limitation of Liability

To the fullest extent permitted by Ontario law, Barcliffe Industries’ total liability for any claim relating to the Services shall not exceed the total amount paid by the client for the Services in the preceding 12 months.

Under no circumstance shall Barcliffe Industries be liable for indirect, incidental, special, consequential, or punitive damages, including loss of revenue, data, or business opportunities.

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9. Client Responsibilities

Clients agree to:

• provide accurate and up-to-date information necessary for service delivery

• maintain secure passwords and user access controls

• use the Services in compliance with all applicable laws

• notify Barcliffe Industries of issues in a timely manner

• comply with all licensing terms for software provided

Failure to comply may result in suspension or termination of Services.

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10. Termination

10.1 Either party may terminate the Services with 30 days’ written notice, unless otherwise stated in a Service Agreement.

10.2 Barcliffe Industries may immediately suspend or terminate access if the client violates these Terms, engages in illegal activity, or poses a security risk to systems or networks.

10.3 Upon termination, the client must stop using all Barcliffe Industries materials and must return or permanently delete all proprietary content provided during the engagement.

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11. Governing Law

These Terms are governed by the laws of the Province of Ontario and the applicable laws of Canada.

Any disputes arising out of these Terms shall be handled exclusively within the courts of Ontario.

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12. Modifications

Barcliffe Industries may amend these Terms at any time. Updated Terms will be posted publicly, and continued use of the Services signifies acceptance of the updated Terms.

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13. Contact Information

For questions regarding these Terms, please contact:

Barcliffe Industries – Legal Department

Email: info@barcliffeindustries.ca

Address: Barcliffe Industries, 104-345 KINGSTON RD, Pickering, Ontario, L1V 1A1, Canada

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