1. Who we are and what these terms cover
These Terms of Service ("Terms") are an agreement between you and Opus Collective, the studio operated by Jonathan Ellis in Edmonton, Alberta, Canada ("Opus Collective", "Opus", "we", "us", or "our").
They apply to Opus Collective and to all current and future brands, trade names, products, services, websites and affiliated or subsidiary entities that operate under the Opus Collective umbrella (each, an "Opus brand"), including this website at jonathanellis.ca. By accessing our websites, contacting us, purchasing, or using our services, you agree to these Terms. If you do not agree, please do not use our websites or services.
2. Eligibility
You must be at least the age of majority in your jurisdiction and able to enter into a binding contract to use our services. If you use our services on behalf of an organization, you represent that you are authorized to bind that organization to these Terms.
3. Our services
Opus Collective and its brands provide creative, technical and strategic services, which may include brand and design, web and software development, automation and artificial intelligence, hosting and ongoing management, content, and consulting. The specific scope, deliverables, timeline and fees for any project are set out in a separate written proposal, statement of work, order, or engagement agreement (an "Engagement Agreement").
4. Engagement agreements
Your Engagement Agreement and these Terms are intended to work together. If there is a direct conflict between these Terms and a signed Engagement Agreement, the Engagement Agreement controls for that engagement. Where there is no separate Engagement Agreement, these Terms govern your use of our websites and services.
5. Fees, billing and payments
Fees are described in your Engagement Agreement, order, or at the point of purchase. Payments are processed by our payment provider, Stripe. By providing a payment method, you authorize us and Stripe to charge that method for the fees you agree to, including any applicable taxes.
- Currency and taxes. Fees are stated and charged in the currency shown at the time of purchase or in your Engagement Agreement (typically Canadian dollars), and are exclusive of taxes unless stated otherwise. You are responsible for applicable taxes.
- Subscriptions and recurring services. Some services, such as hosting and ongoing management, are billed on a recurring basis. Unless stated otherwise, recurring services renew automatically each billing period until cancelled, and your payment method is charged at the start of each period.
- Failed or late payments. If a payment fails or is overdue, we may suspend or pause services until the balance is resolved. You remain responsible for amounts owed.
- Changes to fees. We may change fees for ongoing or future services with reasonable advance notice. Changes do not affect fees already paid for a current period.
6. Refunds and cancellations
Except where required by law or expressly stated in your Engagement Agreement, fees for services already performed are non-refundable. Deposits and amounts that secure or reserve work are non-refundable once work has begun.
For subscriptions and recurring services, you may cancel renewal at any time before the next billing date, and you will not be charged for the following period. Cancelling does not refund fees already paid for the current period unless your Engagement Agreement says otherwise. Access to a recurring service ends at the close of the period you have paid for.
7. Your responsibilities and acceptable use
You agree to provide accurate information, to cooperate and provide materials and approvals we reasonably need to perform our services, and to use our websites and services lawfully. You agree not to:
- Use our websites or services for any unlawful, harmful, or fraudulent purpose.
- Infringe the intellectual property or other rights of any person.
- Attempt to gain unauthorized access to, disrupt, or interfere with our systems or security.
- Upload malicious code or content that is illegal, defamatory, or harmful.
- Resell, copy, or misuse our services or materials except as permitted.
8. Intellectual property
Ownership and licensing of project deliverables are defined in your Engagement Agreement. Unless that agreement says otherwise, Opus Collective retains all rights in its pre-existing materials, tools, frameworks, code libraries, systems and know-how used to create deliverables, and grants you a license to use the deliverables for your business in accordance with your agreement.
Our websites and their content, including text, design, graphics, logos and software, are owned by Opus Collective or its licensors and are protected by intellectual property laws. You may not copy, reproduce, or create derivative works from them without our permission.
Your materials. You retain ownership of the content and materials you provide to us, and you grant us a license to use them as needed to perform our services.
Portfolio. Unless we agree otherwise in writing, we may identify you as a client and display and describe work we have performed for you in our portfolio, case studies and marketing.
Feedback. If you send us suggestions or feedback, we may use them without restriction or obligation to you.
9. Third-party services
Our services may rely on or integrate third-party products and platforms, such as payment, hosting and software providers. Your use of those third-party services may be subject to their own terms, and we are not responsible for third-party services we do not control.
10. Confidentiality
Each party may receive non-public information from the other in connection with an engagement. Both parties agree to use the other's confidential information only to carry out the engagement and to protect it from unauthorized disclosure, except as required by law.
11. Disclaimers
Our websites and services are provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that our websites or services will be uninterrupted, error-free, or completely secure.
12. Limitation of liability
To the fullest extent permitted by law, Opus Collective and the Opus brands will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising out of or relating to your use of our websites or services. To the fullest extent permitted by law, our total liability for any claim relating to our services is limited to the amount you paid us for the specific service giving rise to the claim in the three months before the event giving rise to liability.
13. Indemnification
You agree to indemnify and hold harmless Opus Collective, the Opus brands, and our team from and against claims, damages, losses and reasonable expenses arising from your misuse of our websites or services, your violation of these Terms, or your violation of any law or the rights of a third party.
14. Term and termination
These Terms apply while you use our websites or services. We may suspend or terminate access if you breach these Terms or use our services in a way that may cause harm or legal exposure. Termination of an engagement is handled under your Engagement Agreement. Provisions that by their nature should survive termination, including payment obligations, intellectual property, disclaimers, limitation of liability and indemnification, will survive.
15. Governing law and disputes
These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. You agree that the courts located in Alberta, Canada will have jurisdiction over any dispute, except where applicable law gives you the right to bring a claim elsewhere. The parties will first attempt to resolve any dispute in good faith through direct discussion.
16. Changes to these terms
We may update these Terms from time to time. When we do, we will revise the "Last updated" date above. Material changes may be communicated through our websites or by other reasonable means. Your continued use of our websites or services after an update means you accept the revised Terms.
17. General
If any provision of these Terms is found unenforceable, the rest remain in effect. Our failure to enforce a provision is not a waiver of it. You may not assign these Terms without our consent, and we may assign them in connection with a reorganization, merger, or sale of our business. These Terms, together with any applicable Engagement Agreement and our Privacy Policy, are the entire agreement between you and us regarding their subject matter.
18. Contact us
Questions about these Terms can be sent to [email protected]. Opus Collective, Jonathan Ellis, Edmonton, Alberta, Canada.