Terms of Service

1. Agreement to These Terms

These Terms of Service govern the use of the website at budsterfarm.mom and the professional services supplied by Black Dog Cannabis Inc. By visiting the website, submitting an enquiry, or entering an engagement with the company, a person or organisation agrees to be bound by these terms. A person who does not agree to these terms should not use the website or the services.

Where the company has signed a separate written agreement with a client, that agreement governs the services described in it, and these terms apply in support of that agreement to the extent they are not inconsistent. The developer name BudsterFarm identifies the internal engineering group that maintains the systems and methods used by the company. The contracting party for every engagement is Black Dog Cannabis Inc.

2. Definitions

In these terms, the following words have the meanings given here. The company means Black Dog Cannabis Inc. The client means the person or organisation that engages the company or uses the website. The services means the computer systems design, integration, engineering, assessment, data and support work described on the services page or in a written proposal. Deliverables means the documents, software, configurations and reports that the company produces for a client. Website means the pages served at budsterfarm.mom and its subdomains. Agreement means these terms together with any signed proposal, statement of work or service order. Business day means a day other than a Saturday, a Sunday or a public holiday in Ontario, Canada.

3. Eligibility and Authority

The website and the services are intended for organisations and for adults acting in a professional capacity. By using the website or entering an engagement, a person confirms that they are at least the age of majority in their jurisdiction and that they have the authority to bind the organisation they represent. A person who lacks that authority must not submit an enquiry on behalf of an organisation or purport to accept a proposal.

The company reserves the right to decline an engagement, to request evidence of authority, and to verify the identity of a party before commencing work. The company may also decline work that falls outside its competence or that would require it to act contrary to law or professional ethics.

4. Scope of Services

The company provides computer integrated systems design and related professional and technical services. The service register currently includes enterprise systems integration, custom software engineering, cloud infrastructure design, cybersecurity assessment, data platform engineering and managed IT support. A description of each discipline appears on the services page of the website.

The services are supplied on a professional services basis. The company applies the skill and care expected of a competent engineering practice, and it follows the survey, proposal, build, handover and quarterly review method described on its website. The company does not guarantee a particular business outcome, because outcomes depend on factors outside its control, including client decisions, third party platforms and market conditions.

Unless a proposal states otherwise, services are provided on a time and materials basis or on a fixed fee basis as set out in the relevant statement of work. Any estimate of effort or duration is a good faith projection and not a guarantee.

5. Engagement and Proposals

An engagement begins when the client accepts a written proposal from the company, or when the parties sign a statement of work, or when the company begins work at the documented request of the client. A proposal remains open for the period stated in it, or for thirty days if no period is stated. The company may withdraw a proposal before acceptance.

A proposal states the scope, the sequence of work, the assumptions it rests on, the fees and the points at which the client may pause or reverse the work. Work that falls outside the stated scope is handled through the change control process described below. The company may rely on the accuracy of information the client provides when preparing a proposal, and it may adjust the proposal if that information proves materially inaccurate.

6. Client Responsibilities

The client agrees to cooperate with the company so that the services can be delivered safely and on schedule. In particular, the client agrees to provide timely access to the systems, people, facilities and information reasonably required for the work, to nominate a person with authority to give instructions and approvals, to respond to requests for decisions within a reasonable time, and to ensure that it has the right to grant the access it provides.

The client is responsible for its own compliance obligations, including any duty to notify or obtain consent from individuals whose information is processed during an engagement. The client is also responsible for maintaining adequate backups of its own data except where a support agreement expressly places that duty on the company. Delays caused by a failure to meet these responsibilities may affect the schedule and may result in additional fees, which the company will explain before they are incurred.

7. Fees, Invoicing and Taxes

Fees for the services are set out in the applicable proposal or statement of work. Unless stated otherwise, fees are exclusive of applicable taxes, duties and third party charges such as cloud consumption, licences and travel. The company invoices according to the schedule in the statement of work, which may include an initial deposit, milestone invoices or monthly invoices for ongoing support.

Expenses that are reasonably incurred in the delivery of the services are charged at cost or at a rate stated in the proposal, and supporting records are available on request. The company reviews its standard rates periodically and gives the client reasonable notice before a change takes effect for an ongoing engagement.

8. Payment Terms and Late Amounts

Unless the statement of work says otherwise, invoices are payable within thirty days of the invoice date. Payment may be made by the method stated on the invoice. The client is responsible for any bank or transfer charge associated with its chosen method.

If an invoice remains unpaid after its due date, the company may charge interest on the outstanding amount at a rate of one and one half percent per month, or the maximum rate permitted by law if lower. The company may also suspend work and withhold deliverables while an undisputed invoice is overdue, after giving the client written notice and a reasonable opportunity to pay. The client agrees to reimburse reasonable costs of recovering an overdue amount, including collection and legal costs.

The client must raise a good faith dispute about an invoice within fifteen days of receipt, identifying the amount in dispute and the reason. The client pays the undisputed portion on time, and the parties work in good faith to resolve the disputed portion promptly.

9. Change Control

Changes to scope, schedule or fees are managed through a written change request. Either party may propose a change. The company assesses the impact on effort, cost, risk and timeline, and provides the client with the assessment. No change takes effect until the client approves it in writing. The company continues to perform the unchanged scope while a change request is under review.

Where a client instructs the company to proceed with urgent work before a change request is documented, the company may do so at its discretion and records the instruction as soon as practicable so that the change can be formalised afterwards. This provision exists to avoid delay in genuine emergencies and does not waive the requirement for documentation.

10. Intellectual Property

Each party retains ownership of the intellectual property it brings to an engagement. The company retains ownership of its pre existing tools, methods, templates, libraries and know how, including the engineering methods maintained under the BudsterFarm name. The client retains ownership of its data, its brand assets and the materials it supplies.

Upon full payment of the fees for a deliverable, the company assigns to the client the intellectual property rights in bespoke deliverables created specifically for that client, excluding the company pre existing components, third party components and any item that the proposal states is licensed rather than assigned. Where a deliverable includes a company pre existing component, the company grants the client a perpetual, non exclusive licence to use that component as part of the deliverable.

The client grants the company a limited licence to use the client materials solely for the purpose of delivering the services. The company may describe its role in a client engagement in general terms, such as a project type or a sector, unless the client asks it in writing not to do so.

11. Client Materials and Third Party Components

The client warrants that it has the necessary rights to the materials it provides and that the company use of those materials as instructed will not infringe the rights of any third party. The client is responsible for obtaining and maintaining any third party licence that the engagement requires, unless the statement of work places that duty on the company.

Deliverables may include open source or commercial third party components. Those components remain governed by their own licence terms, and the company identifies material licence obligations in the handover documentation. The client agrees to comply with those terms. The company does not warrant a third party component and will pass through any warranty the vendor provides to the extent it is permitted to do so.

12. Acceptable Use of the Website

A visitor to the website agrees not to misuse it. Prohibited conduct includes attempting to gain unauthorised access to any part of the site or its supporting systems, introducing malicious code, interfering with the availability or integrity of the site, scraping the site in a manner that imposes an unreasonable load, using the site to send unsolicited commercial messages, and using the site in a way that breaks any applicable law.

The company may monitor the site for security and reliability, and it may suspend or block access where it reasonably believes that conduct threatens the site, the company or another person. The company may report suspected criminal conduct to the appropriate authorities.

The content on the website is provided for general information. It does not constitute professional advice for a specific situation, and a visitor should not act on it without obtaining advice appropriate to their circumstances.

13. Confidentiality

Each party may receive confidential information from the other during an engagement. The receiving party agrees to use that information only for the purposes of the agreement, to protect it with at least the same care it applies to its own confidential information, and to disclose it only to personnel and advisers who need it and who are bound by confidentiality obligations.

Confidential information does not include information that is or becomes public through no fault of the receiving party, that the receiving party already lawfully held without a duty of confidence, that it develops independently, or that it receives lawfully from a third party without a duty of confidence. Where a law or a court requires disclosure, the receiving party gives prompt notice where permitted and discloses only what is required.

Confidentiality obligations continue after the engagement ends, for so long as the information remains confidential. On request, the receiving party returns or destroys confidential information, subject to any retention required by law or by a professional obligation.

14. Privacy and Data Protection

The handling of personal information is described in the Privacy Policy published on this website, which forms part of these terms by reference. The Privacy Policy explains the categories of information the company collects, the purposes for which it uses them, the way they are protected and the choices available to individuals.

Where the company processes personal information on behalf of a client, the client remains responsible for the lawfulness of the processing and for its own notices and consents, and the company acts on the client documented instructions. The company maintains safeguards consistent with the Privacy Policy and with the terms of the applicable service agreement. A client that requires specific contractual data protection terms can request them as part of the engagement.

15. Security Cooperation

Security is a shared responsibility. The company maintains the safeguards described in its Privacy Policy and in its service documentation, and it applies the access controls and monitoring appropriate to the engagement. The client agrees to apply reasonable security measures on its own side, including protecting credentials, keeping its environments patched and reporting a suspected incident to the company promptly.

Where a security event affects a client system, the parties cooperate in good faith to contain the event, determine its cause and reduce the risk of recurrence, and each party meets the notification duties that apply to it. The company provides incident support within its agreed service levels and produces a written review after a significant event.

16. Warranties and Disclaimers

The company warrants that it will perform the services with the skill and care expected of a competent professional practice, that it will comply with applicable law in the delivery of the services, and that the personnel assigned to an engagement hold the qualifications appropriate to their role. The company will re perform a service that does not meet this warranty, provided the client notifies the company within a reasonable time and the deficiency is not caused by a client act or a third party component.

Except as expressly stated in these terms or in a statement of work, the website and the services are provided without further warranty of any kind, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non infringement. The company does not warrant that the website will be uninterrupted or free of error, or that a system will be immune to every security threat.

17. Limitation of Liability

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, data, goodwill or anticipated savings, even if the party was advised of the possibility of such loss.

The total aggregate liability of the company under or in connection with an engagement is limited to the total fees paid by the client to the company for the services giving rise to the claim during the twelve months preceding the event that gave rise to the claim. This limit does not apply to a company obligation to indemnify the client as described below, to a breach of confidentiality by the company, or to any liability that cannot lawfully be limited.

The parties acknowledge that these limits reflect a reasonable allocation of risk given the fees charged, and that the company would not be able to offer the services on the stated terms without them.

18. Indemnity

The company agrees to defend and indemnify the client against a third party claim that a bespoke deliverable, as delivered by the company and used in accordance with the agreement, infringes the intellectual property rights of that third party, provided the client promptly notifies the company and allows the company to control the defence. If such a claim is made, the company may modify the deliverable, obtain a licence or, if neither is reasonably available, refund the amount paid for that deliverable and end its use.

The client agrees to defend and indemnify the company against a third party claim arising from the client materials, from the client use of a deliverable in a manner not permitted by the agreement, or from the client failure to meet its own legal or privacy obligations. The indemnified party provides reasonable cooperation, and the indemnifying party does not settle a claim in a way that admits fault by the indemnified party without consent.

19. Term and Termination

An engagement continues for the term stated in the statement of work, or until the work is complete, or until it is ended under this section. For an ongoing support arrangement, either party may end the arrangement for convenience by giving thirty days written notice, or the notice period stated in the statement of work if different.

Either party may end the agreement immediately if the other party commits a material breach that remains uncured thirty days after written notice, becomes insolvent, or engages in conduct that makes continued performance impractical. On termination, the client pays for services performed and expenses incurred up to the effective date, and the company delivers work in progress and any completed deliverables for which it has been paid.

Sections that by their nature should survive termination, including confidentiality, intellectual property, limitation of liability, indemnity and governing law, continue to apply after the agreement ends.

20. Force Majeure

Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including a natural disaster, a widespread power or network failure, an act of government, a labour disruption, an epidemic, or a malicious act that could not have been prevented by reasonable safeguards. The affected party gives prompt notice, takes reasonable steps to reduce the impact, and resumes performance as soon as it is reasonably able.

If a force majeure event continues for more than sixty days, either party may end the affected portion of the engagement by written notice, and the client pays for services performed and expenses incurred before that date.

21. Governing Law and Disputes

These terms and any engagement under them are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the courts of Ontario, sitting in Ottawa, for the resolution of any dispute that cannot be settled by discussion.

Before starting a proceeding, the parties agree to attempt in good faith to resolve the dispute through senior representatives who have authority to settle it. If the matter remains unresolved after thirty days, either party may proceed to court or to another method of resolution that the parties agree in writing, such as mediation or arbitration. Nothing in this section prevents a party from seeking urgent injunctive relief to protect its confidential information or its intellectual property.

22. General Provisions

These terms, together with the applicable proposal and statement of work, form the entire agreement between the parties on its subject and replace any earlier discussion or representation. A variation of these terms is effective only if made in writing and signed by both parties, except for a change to these terms made by the company as described below.

If a provision of these terms is held to be invalid or unenforceable, that provision is modified to the minimum extent necessary to make it enforceable, or if modification is not possible, it is severed, and the remaining provisions continue in full force. A failure to enforce a provision on one occasion is not a waiver of that provision or of any other provision.

A party may not assign the agreement without the other party written consent, except to an affiliate or in connection with a merger or a sale of substantially all of its relevant assets. The agreement does not create a partnership, a joint venture or an agency relationship between the parties. Notices are given in writing to the contact details in the final section or to the details recorded in the statement of work.

The company may update these terms from time to time. A material update is published on this page with a new effective date, and it applies to use of the website and to engagements formed after the update. An engagement already in progress continues under the terms in force when it was formed, unless the parties agree otherwise in writing.

23. Contact Information

Questions about these terms or about an engagement should be addressed to Black Dog Cannabis Inc. using the details below. The company aims to respond to a contract question within one business day.

These terms are published by Black Dog Cannabis Inc. and are effective from the date shown at the top of this page.