Terms and Conditions

Legal Entity: 14499468 Canada Incorporated o/a Synolo
Effective Date: January 1st 2023

 

1. Acceptance of These Terms

These Terms and Conditions govern all purchases, orders, services, digital products, training products, professional services, consulting services, customization work, implementation support, and related transactions provided by 14499468 Canada Incorporated o/a Synolo (“Synolo,” “we,” “us,” or “our”).

By visiting our website, submitting an order, paying an invoice, downloading a product, accessing a digital file, booking a session, using our services, or otherwise purchasing from Synolo, you agree to be bound by these Terms and Conditions.

If you do not agree to these Terms and Conditions, you must not purchase, access, download, or use Synolo’s products or services.

2. Business and Commercial Use

Synolo’s products and services are intended primarily for business, professional, commercial, industrial, project, maintenance, engineering, asset management, contractor management, and internal organizational use.

By purchasing from Synolo, you represent that you are purchasing for business or professional purposes unless Synolo expressly agrees otherwise in writing.

You are responsible for ensuring that the person placing the order has authority to bind the purchasing business, organization, or entity.

3. Products and Services

Synolo may offer digital products and services including, but not limited to:

• Digital templates.
• Toolkits.
• Workbooks.
• Dashboards.
• Trackers.
• Checklists.
• Training materials.
• Course materials.
• Reports.
• Registers.
• Matrices.
• Procedure packages.
• Workflow packs.
• Asset management tools.
• Reliability and maintenance tools.
• Project controls tools.
• Contractor management tools.
• Drawing control tools.
• Mechanical planning tools.
• Structural and concrete inspection tools.
• Engineering scoping tools.
• Customization services.
• Data cleanup services.
• Implementation support.
• Engineering review.
• Inspection review.
• Consulting and advisory services.

Product descriptions, deliverables, prices, and availability may be shown on Synolo’s website, invoice, proposal, quote, checkout page, statement of work, or written agreement.

Unless expressly stated in writing, Synolo’s digital products are general tools and support materials. They are not site-specific engineering approvals, regulated safety certifications, legal advice, regulatory advice, or professional opinions.

4. Product Descriptions and Scope

Synolo makes reasonable efforts to describe its products and services accurately. However, product descriptions are intended to summarize the general purpose and expected deliverables of the product or service.

The scope of each purchase is limited to the deliverables expressly listed on the applicable product page, invoice, quote, proposal, statement of work, or written agreement.

Anything not expressly included is excluded. Additional customization, implementation support, data cleanup, site-specific review, professional engineering review, inspection review, additional meetings, additional training, extra formats, software configuration, or expanded consulting may require additional fees.

Synolo may modify, update, improve, or replace product materials from time to time without notice, provided the purchased product remains substantially similar in purpose.

5. Orders and Acceptance

An order is not binding on Synolo until Synolo accepts the order, confirms the order, issues an invoice, receives payment, provides access, begins work, or otherwise confirms acceptance in writing.

Synolo may refuse, cancel, suspend, or limit any order at its discretion, including where:

• The order appears fraudulent or suspicious.
• The customer information is incomplete or inaccurate.
• The order relates to a prohibited use.
• Payment is declined, reversed, disputed, or subject to chargeback.
• The requested work is outside Synolo’s scope, expertise, capacity, or risk tolerance.
• The customer requests services in a restricted jurisdiction.
• Synolo is unable to verify the customer, business, transaction, or requested use.

6. Prices, Taxes, and Currency

Unless otherwise stated, prices are in Canadian Dollars (CAD).

Prices do not include applicable taxes, duties, government charges, bank fees, card fees, currency conversion costs, or third-party charges unless expressly stated.

You are responsible for all applicable taxes, duties, levies, fees, and charges associated with your purchase.

Synolo may change prices at any time. Price changes do not affect orders already accepted unless the customer changes scope, delays the project, requests additional work, or otherwise causes the original assumptions to change.

7. Payment Terms

Payment is due at the time stated on the website, checkout page, invoice, proposal, quote, statement of work, or written agreement.

Unless Synolo agrees otherwise in writing, Synolo is not required to deliver any product, provide access, schedule services, begin work, release files, attend meetings, perform customization, or provide support until payment has been received and confirmed.

Synolo may suspend delivery, access, work, support, or future services if payment is late, reversed, disputed, charged back, or otherwise not received in full.

You agree not to initiate a chargeback or payment dispute without first contacting Synolo and giving Synolo a reasonable opportunity to investigate and resolve the issue.

8. Payment Security and PCI

Synolo may accept payment through third-party payment processors, card networks, payment gateways, financial institutions, or other payment service providers.

Where credit card or debit card payments are available, card information is processed by Synolo’s payment processor or payment gateway. Synolo does not intentionally collect, store, or retain full card numbers, CVV/CVC codes, magnetic stripe data, PINs, or other sensitive card authentication data on its own systems.

Synolo uses commercially reasonable measures to support secure payment processing. Payment information may be transmitted, processed, tokenized, authenticated, or stored by third-party payment processors in accordance with their own security controls, payment network rules, and applicable payment industry requirements.

Synolo will take reasonable steps to maintain payment security obligations applicable to its role, including applicable Payment Card Industry Data Security Standard requirements where relevant. However, Synolo does not control the systems, security controls, outages, processing decisions, authorization decisions, fraud controls, settlement timing, or compliance programs of third-party payment processors, card networks, issuing banks, acquiring banks, payment gateways, or financial institutions.

Payments may be subject to fraud screening, transaction monitoring, 3-D Secure authentication, additional verification, refusal, reversal, suspension, or delay by Synolo or its payment processors.

By making a payment, you authorize Synolo and its payment processors to process the transaction, perform fraud and security checks, and use the payment information necessary to complete, verify, refund, dispute, or investigate the transaction.

9. Delivery and Service Fulfilment

Synolo’s products are primarily digital and service-based. Unless expressly agreed in writing, no physical shipping is provided.

Synolo may deliver products or services by email, download link, shared folder, client portal, learning platform, online meeting, digital workspace, PDF, spreadsheet, document file, dashboard file, or another reasonable electronic method selected by Synolo.

A product or service is considered delivered, fulfilled, or substantially fulfilled when Synolo completes one or more of the following:

1. Sends the purchased file, template, workbook, dashboard, checklist, report, guide, course, or toolkit.
2. Provides access to a download link, shared folder, client portal, learning platform, or digital workspace.
3. Sends onboarding instructions, setup instructions, intake forms, data requests, booking links, or implementation instructions.
4. Provides a draft, base product, initial deliverable, report framework, workbook, dashboard, or other work product.
5. Completes a scheduled training, onboarding, consulting, review, implementation, or support session.
6. Sends written confirmation that a deliverable is available, complete, or ready for customer review.

Delivery does not require that you fully implement the product, use the product successfully, complete your internal approvals, provide all requested information, attend scheduled meetings, or achieve any particular business, operational, engineering, maintenance, safety, regulatory, or financial outcome.

10. Customer Responsibilities

You are responsible for providing all information, files, data, drawings, site details, equipment lists, asset registers, maintenance history, operating assumptions, technical inputs, access credentials, approvals, personnel availability, and other materials reasonably required for Synolo to deliver the purchased product or service.

If you delay, fail to respond, miss meetings, provide incomplete information, provide inaccurate information, change the scope, fail to provide access, or fail to provide required approvals, Synolo’s timelines will be extended automatically.

Synolo is not responsible for delays or non-performance caused by customer inaction, incomplete data, inaccurate data, third-party delays, site access issues, software access issues, internal approval delays, force majeure events, or circumstances outside Synolo’s reasonable control.

11. Refunds, Returns, and Cancellations

Synolo’s products and services are digital, service-based, customized, technical, or business-to-business in nature. Because of this, all sales are generally final once delivery has started, access has been provided, materials have been sent, onboarding has begun, resources have been scheduled, or work has commenced.

Digital products are non-returnable once delivered, accessed, downloaded, emailed, shared, or made available.

You may request cancellation only before Synolo has started delivery, provided access, sent materials, issued onboarding instructions, sent an intake form, sent a booking link, scheduled resources, or begun work.

Synolo may approve or deny cancellation requests at its discretion, subject to applicable law.

If Synolo materially fails to provide a core deliverable expressly listed in the applicable product page, invoice, proposal, statement of work, or written agreement, your sole remedy will be for Synolo to use reasonable efforts to correct the issue, re-send the file, provide replacement access, clarify the deliverable, or provide a corrected version.

Synolo does not provide refunds for change of mind, internal budget changes, internal approval issues, failure to use the product, failure to download the product, failure to provide customer information, software incompatibility not expressly guaranteed in writing, dissatisfaction based on style or preference, or failure to achieve a particular result.

Nothing in these Terms limits any mandatory rights that cannot legally be limited under applicable law.

12. Review and Deemed Acceptance

For reviewable deliverables, including drafts, reports, customized templates, dashboards, workbooks, procedures, or other work product, you must notify Synolo in writing of any material issue within five business days after delivery.

A material issue means the deliverable materially fails to include a core deliverable expressly listed in the applicable product page, invoice, proposal, statement of work, or written agreement.

If Synolo does not receive written notice of a material issue within five business days, the deliverable will be deemed accepted.

Minor formatting issues, preference changes, internal business changes, customer data changes, customer priority changes, or requests for additional scope do not prevent delivery or acceptance.

13. Intellectual Property

All Synolo products, materials, templates, workbooks, dashboards, checklists, reports, guides, training materials, course materials, documents, frameworks, processes, layouts, designs, examples, and related intellectual property are owned by Synolo or its licensors unless expressly stated otherwise.

Subject to full payment and compliance with these Terms, Synolo grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to use the purchased materials internally for your own business purposes.

You may not copy, resell, redistribute, publish, share, sublicense, commercialize, reverse engineer, repackage, white-label, upload to public platforms, use to train artificial intelligence systems, or make Synolo materials available to third parties without Synolo’s prior written consent.

You may not remove Synolo branding, copyright notices, confidentiality notices, proprietary notices, or usage restrictions from any materials unless Synolo expressly permits this in writing.

14. Customer Materials

You retain ownership of materials you provide to Synolo, including your data, drawings, reports, equipment lists, asset registers, site information, and internal documents.

You grant Synolo a limited right to use, copy, modify, process, and analyze customer materials as reasonably necessary to provide the purchased products or services.

You represent that you have the right to provide all customer materials to Synolo and that Synolo’s use of those materials for the purchased work will not infringe any third-party rights or breach any confidentiality, privacy, security, contractual, legal, or regulatory obligation.

Synolo is not responsible for errors, defects, delays, or incorrect outputs caused by incomplete, inaccurate, outdated, misleading, or unusable customer materials.

15. Confidentiality

Each party may receive confidential or proprietary information from the other party. The receiving party will use reasonable care to protect confidential information and will not disclose it except as required to perform the services, comply with law, enforce rights, use professional advisors, or work with service providers under appropriate confidentiality obligations.

Confidential information does not include information that is publicly available, already known without restriction, independently developed, lawfully received from another source, or required to be disclosed by law, court order, regulator, payment processor, card network, or government authority.

16. Privacy and Data

Synolo may collect, use, store, process, and disclose personal information as described in its Privacy Policy.

You are responsible for ensuring that any personal information you provide to Synolo has been collected and shared lawfully and with any required consent or authority.

You must not provide unnecessary sensitive personal information unless Synolo expressly requests it for the applicable service.

17. Export Restrictions and Sanctions Compliance

You agree to comply with all applicable export control, sanctions, anti-bribery, anti-corruption, anti-money laundering, counter-terrorist financing, customs, import, and trade compliance laws and regulations.

You must not purchase, access, download, use, export, re-export, transfer, disclose, or make available any Synolo product, service, software, technical material, document, training material, template, drawing-related material, engineering-related material, or deliverable in any way that violates applicable trade controls, sanctions, embargoes, restricted-party rules, or export restrictions.

You represent and warrant that:

1. You are not located in, organized under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive sanctions or trade embargoes that would prohibit Synolo from providing the product or service.
2. You are not listed on any applicable sanctions, denied party, blocked party, restricted party, or prohibited party list.
3. You are not purchasing for the benefit of any sanctioned, blocked, denied, restricted, or prohibited person.
4. You will not use Synolo products or services for any prohibited military, weapons, nuclear, missile, chemical, biological, surveillance, sanctions-evasion, illegal, or restricted end use.
5. You will not provide Synolo materials to any person or jurisdiction where doing so would violate applicable law.

Synolo may refuse, suspend, cancel, or terminate any order or service where Synolo reasonably believes there may be an export-control, sanctions, restricted-party, prohibited-use, or trade-compliance risk.

You are solely responsible for obtaining any licences, permits, consents, or approvals required for your use, transfer, export, re-export, or implementation of Synolo products or services.

18. Prohibited Uses

You must not use Synolo’s products or services for:

• Illegal activity.
• Fraudulent activity.
• Misleading, deceptive, or harmful practices.
• Sanctions evasion.
• Unsafe or unauthorized engineering, construction, inspection, lifting, mechanical, or operational activities.
• Use without required professional, engineering, safety, legal, regulatory, or site-specific review.
• Resale, redistribution, or unauthorized commercialization of Synolo materials.
• Any activity that violates applicable law, third-party rights, payment processor rules, card network rules, or Synolo’s policies.

Synolo may suspend or terminate access if it reasonably believes a product or service is being used improperly, unlawfully, unsafely, or outside the intended scope.

19. Engineering, Safety, Inspection, and Technical Disclaimer

Unless expressly stated in a signed written agreement, Synolo’s templates, kits, checklists, workbooks, dashboards, training products, reports, guides, and workflow tools are general support materials only.

They are not a substitute for professional engineering review, regulated safety certification, site-specific inspection, legal advice, regulatory advice, or approval by a qualified professional.

Any engineered lift, structural assessment, mechanical assessment, inspection conclusion, design decision, finite element analysis, site-specific safety procedure, operational procedure, or regulated technical decision must be reviewed and approved by appropriately qualified personnel before use.

You are solely responsible for determining whether Synolo’s materials are suitable for your site, equipment, personnel, jurisdiction, regulatory environment, safety requirements, operating conditions, and internal policies.

20. No Guarantee of Results

Synolo does not guarantee any particular business result, engineering outcome, maintenance result, safety result, inspection result, regulatory approval, project approval, cost saving, downtime reduction, operational improvement, contractor performance, software implementation result, third-party acceptance, or financial outcome.

You are responsible for implementation, supervision, review, verification, approval, and final use of all products and services.

21. Third-Party Tools and Software

Synolo products may reference or use third-party tools, file formats, software, platforms, spreadsheets, cloud services, learning platforms, payment processors, analytics tools, or other third-party services.

Synolo does not control third-party services and is not responsible for their availability, compatibility, security, pricing, functionality, terms, outages, changes, or discontinuation.

You are responsible for obtaining and maintaining any third-party software, licences, accounts, permissions, access, or systems required to use the products or services.

22. Disclaimers

To the maximum extent permitted by applicable law, Synolo’s products and services are provided “as is” and “as available,” without warranties or conditions of any kind, whether express, implied, statutory, or otherwise.

Synolo disclaims all implied warranties and conditions, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, uninterrupted access, error-free operation, and suitability for any specific site, project, equipment, system, jurisdiction, or use case.

23. Limitation of Liability

To the maximum extent permitted by applicable law, Synolo will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or aggravated damages, including lost profits, lost revenue, lost business, lost data, lost savings, downtime, business interruption, loss of opportunity, reputational harm, project delay, operational loss, third-party claims, or regulatory consequences.

To the maximum extent permitted by applicable law, Synolo’s total liability for any claim arising out of or relating to any product, service, transaction, or these Terms will not exceed the amount actually paid by the customer to Synolo for the specific product or service giving rise to the claim.

This limitation applies regardless of the legal theory of liability, including contract, tort, negligence, strict liability, statutory liability, misrepresentation, or otherwise.

24. Indemnity

You agree to defend, indemnify, and hold harmless Synolo, its directors, officers, employees, contractors, affiliates, agents, and service providers from and against any claims, losses, damages, liabilities, penalties, fines, costs, and expenses, including reasonable legal fees, arising out of or relating to:

• Your breach of these Terms.
• Your use or misuse of Synolo products or services.
• Your implementation of any Synolo material.
• Your customer materials, data, drawings, assumptions, or instructions.
• Your violation of law, regulation, sanctions, export controls, safety requirements, professional requirements, or third-party rights.
• Your failure to obtain required professional, engineering, safety, legal, regulatory, or site-specific review.
• Your chargebacks, payment disputes, or non-payment.
• Your unauthorized resale, distribution, copying, or commercialization of Synolo materials.

25. Suspension and Termination

Synolo may suspend or terminate access to products or services, stop work, refuse delivery, cancel an order, disable access links, or decline future work if:

• You breach these Terms.
• Payment is late, reversed, disputed, or charged back.
• Synolo reasonably suspects fraud, misuse, prohibited use, unsafe use, sanctions risk, export-control risk, or illegal activity.
• You fail to provide required information or cooperation.
• The requested work creates unacceptable legal, safety, regulatory, payment, reputational, or operational risk.
• Continuing the work would violate applicable law, payment processor rules, card network rules, or Synolo policy.

Suspension or termination does not relieve you of payment obligations already incurred.

26. Force Majeure

Synolo will not be responsible for delay or failure to perform caused by events outside its reasonable control, including natural disasters, extreme weather, labour disruptions, cyber incidents, power outages, internet failures, software failures, payment processor issues, banking issues, supply disruptions, government action, public health events, war, terrorism, civil unrest, regulatory changes, or third-party service failures.

27. Changes to These Terms

Synolo may update these Terms from time to time by posting a revised version on its website or otherwise notifying customers.

The version in effect at the time of purchase will generally apply to that purchase unless the change is required by law, payment processor rules, card network rules, security requirements, or is more favourable to the customer.

Continued use of Synolo’s website, products, or services after updated Terms are posted means you accept the updated Terms.

28. Governing Law and Disputes

These Terms and any dispute arising out of or relating to Synolo’s products, services, website, payments, or transactions are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, unless a signed written agreement states otherwise.

The parties agree to first attempt to resolve disputes through good-faith written communication.

Subject to applicable law, any legal proceeding will be brought in the courts located in Ontario, Canada, and the parties submit to the jurisdiction of those courts.

29. Order of Priority

These Terms should be read together with Synolo’s Privacy Policy, Delivery and Service Fulfilment Policy, Refund, Return, and Cancellation Policy, product page, checkout page, invoice, proposal, quote, statement of work, and any signed written agreement.

If there is a conflict, the following order of priority applies unless otherwise required by law:

1. Signed written agreement.
2. Statement of work or proposal accepted by Synolo.
3. Invoice or checkout terms.
4. These Terms and Conditions.
5. Delivery and Service Fulfilment Policy.
6. Refund, Return, and Cancellation Policy.
7. Privacy Policy.
8. Product page or website description.

30. Contact Information

For questions about these Terms, delivery, payments, refunds, access, or support, contact Synolo at:

Business Name: 14499468 Canada Incorporated o/a Synolo
Website: synolo.ca
Email: [Insert Support Email]
Phone: [Insert Phone Number, if applicable]
Business Address: [Insert Correct Business Address]