Terms and Conditions - Gamma Neutral Consulting

1. Acceptance of Terms

Welcome to Gamma Neutral Consulting Inc. ("Gamma Neutral," "we," "our," or "us"). These Terms and Conditions ("Terms") constitute a legally binding agreement between you (whether personally or on behalf of an entity) and Gamma Neutral Consulting Inc., concerning your access to and use of our website, services, and any related applications or platforms.

By accessing our website at any domain we operate, engaging our consulting services, or using any of our platforms or tools, you agree to be bound by these Terms and all policies referenced herein. If you do not agree with these Terms, you must not access our website or use our services.

These Terms apply to all visitors, users, clients, and others who access or use our services. We reserve the right to refuse service to anyone for any reason at any time.

2. Our Services

Gamma Neutral Consulting Inc. is a Canadian technology consulting firm specializing in data solutions, artificial intelligence, cloud computing, and related services. Our services include, but are not limited to:

Artificial Intelligence (AI): Development of intelligent systems, machine learning models, predictive analytics, and AI automation solutions.
Data Engineering: Design and implementation of data architectures, ETL pipelines, real-time data infrastructure, and data integration solutions.
Cybersecurity: Security assessments, threat detection, risk mitigation, compliance frameworks, and security implementation services.
Business Intelligence (BI): Dashboard development, reporting tools, data visualization, and strategic analytics solutions.
Big Data: High-volume data processing, distributed systems architecture, and large-scale analytics solutions.
Cloud Computing: Cloud migration, architecture design, infrastructure setup, optimization, and managed cloud services.
Project Management: Agile project delivery, stakeholder management, and end-to-end execution support.

The specific scope, deliverables, timeline, and pricing for our services will be defined in separate Service Agreements or Statements of Work (SOW) executed with each client.

3. Eligibility

Our services are designed for businesses, organizations, and professionals. By using our services, you represent and warrant that:

You are at least 18 years of age
You have the legal capacity and authority to enter into binding contracts
If representing an organization, you have the authority to bind that organization to these Terms
You are not prohibited by law from receiving our services
All information you provide to us is accurate, current, and complete

We reserve the right to verify your eligibility and refuse service if we determine you do not meet these requirements.

4. User Accounts and Responsibilities

If you create an account on our client portal or platforms, you are responsible for:

4.1 Account Security

Maintaining the confidentiality of your account credentials
Restricting access to your account and devices
Immediately notifying us of any unauthorized access or security breach
Accepting responsibility for all activities that occur under your account

4.2 Account Information

You agree to provide accurate, current, and complete information during registration and to update such information to maintain its accuracy. We reserve the right to suspend or terminate accounts that contain false or misleading information.

4.3 Prohibited Activities

You agree not to:

Share your account credentials with unauthorized parties
Use another user's account without permission
Attempt to gain unauthorized access to our systems or networks
Use our services for any illegal or unauthorized purpose
Interfere with or disrupt the integrity or performance of our services
Attempt to decipher, decompile, or reverse engineer any software comprising our services

5. Intellectual Property Rights

5.1 Our Intellectual Property

The services, website, and all content, features, and functionality (including but not limited to all information, software, text, displays, images, video, audio, design, selection and arrangement) are owned by Gamma Neutral Consulting Inc., its licensors, or other providers of such material and are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Our trademarks, service marks, logos, and trade names ("Marks") may not be used in connection with any product or service without our prior written consent. All other trademarks not owned by us that appear on our services are the property of their respective owners.

5.2 Client Intellectual Property

Unless otherwise agreed in writing, you retain all rights to your pre-existing intellectual property and data that you provide to us ("Client IP"). By providing Client IP, you grant us a limited, non-exclusive, royalty-free license to use, copy, modify, and process your Client IP solely for the purpose of delivering our services to you.

5.3 Work Product

Ownership of deliverables, work product, and custom developments created specifically for you under a Service Agreement will be addressed in that agreement. Generally:

Custom Developments: Ownership transfers to you upon full payment, unless otherwise specified
Pre-existing Tools: We retain ownership of our proprietary tools, frameworks, and methodologies
Third-Party Components: Subject to their respective licenses
Improvements: General knowledge and improvements to our methodologies remain our property

6. Service Agreements and Statements of Work

Specific consulting engagements will be governed by individual Service Agreements or Statements of Work (SOW) that will include:

Detailed scope of services and deliverables
Project timeline and milestones
Pricing, payment terms, and expense reimbursement
Acceptance criteria and change management procedures
Specific confidentiality and intellectual property provisions
Performance metrics and success criteria

In the event of any conflict between these Terms and a Service Agreement or SOW, the Service Agreement or SOW will prevail with respect to that specific engagement.

7. Payment Terms and Conditions

7.1 Fees and Charges

Fees for our services will be specified in the applicable Service Agreement or SOW. Unless otherwise stated, all fees are:

Quoted in Canadian Dollars (CAD)
Exclusive of applicable taxes (GST/HST, PST, or other taxes)
Non-refundable once work has commenced
Subject to adjustment for scope changes per the change management process

7.2 Payment Schedule

Payment terms will be specified in your Service Agreement but typically include:

Initial deposit or advance payment (typically 25-50% of project value)
Progress payments tied to milestones or deliverables
Final payment upon project completion and acceptance
Monthly retainer payments for ongoing services

7.3 Late Payment

Invoices are due within 30 days of the invoice date unless otherwise specified. Late payments are subject to:

Interest charges of 1.5% per month (18% per annum) or the maximum rate permitted by law
Suspension of services until account is brought current
Collection costs and legal fees if account is sent to collections

7.4 Expenses

Unless included in the Service Agreement, you will reimburse us for reasonable out-of-pocket expenses incurred in connection with providing services, including travel, accommodation, software licenses, and third-party services. Expenses over $500 CAD require prior approval.

8. Confidentiality

8.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other, including but not limited to:

Technical data, designs, algorithms, source code, and specifications
Business plans, strategies, financial information, and customer lists
Proprietary processes, methodologies, and know-how
Personal information and sensitive data
Information marked as "Confidential" or reasonably understood to be confidential

8.2 Obligations

Both parties agree to:

Maintain the confidentiality of all Confidential Information
Use Confidential Information only for the purposes of the engagement
Limit disclosure to employees and contractors with a need to know
Protect Confidential Information with the same care as their own confidential information (but no less than reasonable care)
Return or destroy Confidential Information upon request or termination

8.3 Exceptions

Confidentiality obligations do not apply to information that:

Was publicly available at the time of disclosure or becomes publicly available through no breach of these Terms
Was rightfully known prior to disclosure without confidentiality restrictions
Is independently developed without use of Confidential Information
Is rightfully received from a third party without confidentiality restrictions
Must be disclosed by law, court order, or government regulation (with prior notice if permitted)

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

Services will be performed in a professional and workmanlike manner consistent with industry standards
We have the necessary rights, licenses, and authority to provide the services
Our services will not knowingly infringe on third-party intellectual property rights
We will comply with applicable laws and regulations in performing services

9.2 Client Warranties

You warrant that:

You have the right to provide us with all materials, data, and information necessary for us to perform services
Your use of our services complies with all applicable laws and regulations
All information you provide is accurate and complete
You will cooperate and provide timely feedback as reasonably required

9.3 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR A SERVICE AGREEMENT, OUR SERVICES AND WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT:

Services will meet your specific requirements or expectations
Services will be uninterrupted, timely, secure, or error-free
Results obtained from services will be accurate or reliable
Any errors or defects will be corrected

10. Limitation of Liability

10.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GAMMA NEUTRAL CONSULTING INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

Loss of profits, revenue, or business opportunities
Loss of data or information
Loss of goodwill or reputation
Cost of procurement of substitute services
Business interruption or system downtime

This limitation applies regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

10.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OUR SERVICES SHALL NOT EXCEED THE GREATER OF:

The amounts actually paid by you to us in the twelve (12) months preceding the event giving rise to liability, OR
$5,000 CAD

10.3 Exceptions

The limitations in this section do not apply to:

Liability for death or personal injury caused by our gross negligence or willful misconduct
Liability for fraud or fraudulent misrepresentation
Breaches of confidentiality obligations
Infringement of intellectual property rights
Any other liability that cannot be limited or excluded under applicable law

11. Indemnification

11.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Gamma Neutral Consulting Inc., its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

Your use of our services or website
Your breach of these Terms
Your violation of any law or regulation
Your infringement of any third-party rights, including intellectual property rights
Any content or information you provide to us
Your fraud, negligence, or willful misconduct

11.2 Our Indemnification

We will indemnify, defend, and hold you harmless from third-party claims alleging that our services, as provided in accordance with the Service Agreement, infringe valid intellectual property rights, provided that:

You promptly notify us in writing of the claim
You give us sole control of the defense and settlement
You provide reasonable cooperation in the defense

If services are found or believed to infringe, we may at our option: (a) obtain rights for you to continue using the services, (b) modify the services to be non-infringing, or (c) terminate the services and refund prepaid fees for unused services.

11.3 Process

The indemnifying party will have the right to control the defense and settlement of any indemnified claim, provided that no settlement requiring an admission of liability or payment by the indemnified party may be made without the indemnified party's prior written consent.

12. Termination

12.1 Termination by Either Party

Either party may terminate a Service Agreement or these Terms:

For Convenience: With 30 days' written notice (subject to payment for work performed)
For Cause: Immediately upon written notice if the other party materially breaches these Terms and fails to cure within 15 days of written notice
For Insolvency: Immediately if the other party becomes insolvent, files for bankruptcy, or has a receiver appointed

12.2 Effect of Termination

Upon termination:

All licenses granted to you will immediately terminate
You must cease all use of our services and return or destroy all Confidential Information
You must pay all outstanding fees for services rendered through the termination date
We will provide you with work product completed as of the termination date, upon receipt of payment

12.3 Survival

The following sections survive termination: Intellectual Property, Payment Terms, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, Governing Law, and any other provisions that by their nature should survive.

13. Dispute Resolution

13.1 Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or services, the parties agree to first attempt to resolve the dispute through good faith negotiations between senior executives of both parties.

13.2 Mediation

If negotiations fail to resolve the dispute within 30 days, the parties agree to attempt to resolve the dispute through mediation before a mutually agreed-upon mediator in Toronto, Ontario, in accordance with the mediation rules of the ADR Institute of Canada.

13.3 Arbitration

If mediation fails to resolve the dispute within 60 days, the dispute shall be finally resolved by binding arbitration in Toronto, Ontario, in accordance with the Arbitration Rules of the ADR Institute of Canada. The arbitration shall be conducted in English, and the decision of the arbitrator shall be final and binding.

13.4 Exceptions

Notwithstanding the above, either party may seek injunctive or equitable relief in court to protect intellectual property rights or Confidential Information without first pursuing negotiation, mediation, or arbitration.

14. Governing Law and Jurisdiction

These Terms and any dispute arising out of or relating to these Terms or our services 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.

Subject to the arbitration provisions above, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario sitting in Toronto for any legal proceedings.

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

15. Changes to These Terms

We reserve the right to modify or replace these Terms at any time at our sole discretion. If we make material changes, we will provide notice by:

Updating the "Last Updated" date at the top of these Terms
Posting a prominent notice on our website
Sending email notification to registered users
Providing notice through our client portal

Material changes will become effective 30 days after notice is provided. Non-material changes become effective immediately upon posting. Your continued use of our services after changes become effective constitutes acceptance of the revised Terms.

If you do not agree to modified Terms, you must discontinue use of our services. Existing Service Agreements will remain subject to the Terms in effect at the time of execution unless both parties agree in writing to the modified Terms.

16. Additional Provisions

16.1 Entire Agreement

These Terms, together with any Service Agreements, Statements of Work, and referenced policies, constitute the entire agreement between you and Gamma Neutral concerning our services and supersede all prior agreements, understandings, and communications, whether written or oral.

16.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent.

16.3 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms or any Service Agreement to any affiliate or in connection with a merger, acquisition, reorganization, or sale of assets upon notice to you.

16.5 Force Majeure

Neither party shall be liable for any failure or delay in performing obligations due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions ("Force Majeure Event"). The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact.

16.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other or incur obligations on the other's behalf.

16.7 Notices

All notices under these Terms must be in writing and delivered by email, courier, or registered mail to:

Gamma Neutral Consulting Inc.
108 Redpath Ave
Toronto, ON M4S 2J7, Canada
Email: info@gammaneutral.com

Notices are deemed received: (a) upon delivery if by email (with confirmation), (b) upon receipt if by courier, or (c) 5 business days after mailing if by registered mail.

16.8 Third-Party Beneficiaries

These Terms are for the benefit of the parties and their permitted successors and assigns. No third party has any rights to enforce any provision of these Terms.

Contact Us

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

Email: info@gammaneutral.com
Mail: 108 Redpath Ave, Toronto, ON M4S 2J7, Canada

Acknowledgment: By using our services, you acknowledge that you have read these Terms and Conditions, understand them, and agree to be bound by them. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.