Terms & Conditions

Definitions
Acceptance of these Terms; Binding Effect; Consumers
About Smart Earth Build Solutions; Relationship of the Parties
The Website and What it Provides
No Professional Advice; No Regulated-Profession Services
No Guarantees of Outcomes
Engagements and Engagement Agreements
Fees, Invoicing, and Payment
Intellectual Property
Confidentiality
Warranty; Disclaimers and Limitation of Liability
Contractual Limitation Period
Indemnification
Dispute Resolution: Negotiation, Mediation, Arbitration, Injunctive Relief
Class Action Waiver
Governing Law and Jurisdiction
Force Majeure
Termination
Survival
Modifications to these Terms
Sub-Contractors and AI Tools
Trademarks; Copyright; Notices of Infringement
Anti-Spam Compliance
Severability; Waiver; Entire Agreement
Assignment
Notices
Contact

1. Definitions

In these Terms:

1.1 “SEBS”, “we”, “us”, “our” means Smart Earth Build Solutions, a sole proprietorship registered in Ontario, Canada (Business Identification Number 1001424268), operated by Tony Morra, with its principal place of business at 455 Danforth Avenue, Suite 322, Toronto, Ontario M4K 1P1, Canada.

1.2 “Website” means the website published at https://www.smartearthbuildsolutions.com and any sub-domains.

1.3 “Visitor” means any natural or legal person who accesses or uses the Website.

1.4 “Client” means any natural or legal person who enters into an Engagement with us.

1.5 “You” and “your” refer to the Visitor or, in the context of an Engagement, the Client.

1.6 “Engagement” means any consulting service we agree to perform for a Client, whether documented by a separate written Engagement Agreement, an exchange of emails, an accepted proposal, or oral instruction subsequently confirmed in writing.

1.7 “Engagement Agreement” means a separate written agreement (signed in print or electronically) describing the scope, fees, deliverables, and timeline of a specific Engagement.

1.8 “Deliverables” means any reports, recommendations, memoranda, models, decks, or other tangible work product we prepare specifically for a Client under an Engagement.

1.9 “Pre-Existing IP” means all intellectual property, methodology, frameworks, templates, know-how, processes, tools, and materials that we own or have developed before, independent of, or outside the scope of an Engagement, including without limitation our diagnostic frameworks and methodologies.

1.10 “Terms” means these Terms & Conditions as updated from time to time.

1.11 “Applicable Law” means the federal laws of Canada and the laws of the Province of Ontario in force from time to time.

1.12 “Consumer” has the meaning given in the Ontario Consumer Protection Act, 2002 — broadly, an individual acting for personal, family, or household purposes and not for business purposes.

2. Acceptance of these Terms; Binding Effect; Consumers

2.1 By accessing or using the Website, by submitting an inquiry through the Website’s contact form, or by engaging us for any service, you agree to be bound by these Terms.

2.2 If you do not agree to these Terms, you must not access or use the Website and must not engage us for any service.

2.3 If you enter into an Engagement Agreement with us for a specific service, that Engagement Agreement governs that Engagement and prevails over any conflicting provision of these Terms, but only in respect of that specific Engagement and only to the extent of the conflict.

2.4 Business clients. Our Website and services are offered to, and intended for, businesses, builders, owners, operators, and other organizations and the individuals who represent them. By submitting an inquiry, engaging us, or otherwise interacting with the Website beyond passive browsing, you represent and warrant that you are doing so for business purposes (and not as a Consumer for personal, family, or household purposes) and that you have the legal authority to enter into a binding agreement on your own behalf or on behalf of any organization you represent.

2.5 Electronic acceptance. You agree that your access to or use of the Website, your submission of the contact form, and your engagement of our services each constitute your electronic acceptance of these Terms, and that these Terms are enforceable in electronic form under Ontario’s Electronic Commerce Act, 2000. You waive any right to assert that these Terms are unenforceable solely because they are in electronic form or were accepted electronically.

2.6 Consumers. If, despite Section 2.4, you are in fact a Consumer, then to the extent the Ontario Consumer Protection Act, 2002 or any other consumer-protection law applies to you and cannot be waived by contract:

nothing in these Terms limits, waives, or removes any right or remedy that the law does not permit to be waived;
the mandatory-arbitration provisions of Section 14, the class-action waiver in Section 15, the contractual limitation period in Section 12, and the liability limitations in Section 11 do not apply to you to the extent the law prohibits them, and you retain any non-waivable right to commence or participate in a court proceeding (including a class proceeding) and to rely on any statutory limitation period and statutory warranty; and
every other provision of these Terms continues to apply to you to the fullest extent the law permits.

These Terms are otherwise written for business clients, and Sections 11, 12, 14, and 15 are intended to apply in full to all non-Consumers.

3. About Smart Earth Build Solutions; Relationship of the Parties

3.1 Smart Earth Build Solutions is a sole proprietorship that provides strategic consulting services to builders, owners, and operators. Our services focus on operational strategy, project diagnostics, cost-structure analysis, decision facilitation, and operations review.

3.2 Smart Earth Build Solutions is not a corporation, partnership, or limited liability entity. Tony Morra is the sole principal.

3.3 Smart Earth Build Solutions also operates a sister brand, SEBS Aerial (sebsaerial.com), which provides drone services. SEBS Aerial is a separately branded line of services and is governed by its own terms; these Terms do not apply to SEBS Aerial services.

3.4 Relationship of the parties. We provide services as an independent contractor. Nothing in these Terms or any Engagement creates a partnership, joint venture, agency, franchise, fiduciary, or employment relationship between you and us. Neither party may bind the other or incur any obligation on the other’s behalf without prior written authorization.

4. The Website and What it Provides

4.1 The Website is informational. It contains general descriptions of our services, the kinds of problems we work on, our background, and contact information.

4.2 Subject to the limited warranty in Section 11.1, the Website is provided “as is” and “as available”, without representations or warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation any warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, uninterrupted availability, freedom from viruses or malicious code, or security.

4.3 We do not currently process payments through the Website. If we add payment processing in the future, the relevant payment processor’s terms and applicable security standards will be disclosed and incorporated into these Terms by amendment.

4.4 We do not currently operate a newsletter, email list, or marketing subscription through the Website. If we add one in the future, express opt-in consent and CASL-compliant identification and unsubscribe mechanisms will be implemented.

5. No Professional Advice; No Regulated-Profession Services

5.1 Nothing on the Website, in any communication from us, and in any Deliverable constitutes:

legal advice;
financial, tax, accounting, audit, or actuarial advice;
engineering, structural, geotechnical, or building-code advice;
architectural, design, or land-use planning advice;
medical, health, or safety advice;
investment advice, securities advice, or solicitation of any securities transaction;
real-estate brokerage, mortgage brokerage, or insurance brokerage advice;
any other advice the provision of which is regulated under any statute of Canada or any province.

5.2 Smart Earth Build Solutions is not a licensed engineer, architect, lawyer, accountant, financial advisor, real-estate broker, mortgage broker, insurance broker, or medical professional, and does not hold itself out as any of the foregoing.

5.3 Our services are general business and operational strategy consulting drawing on three decades of operational experience. Before making any decision that has legal, financial, engineering, regulatory, medical, or other regulated-profession implications, you must consult an appropriately qualified and licensed professional.

5.4 You acknowledge that you have read and understood this Section 5 and that you are not relying on any statement on the Website, any communication from us, or any Deliverable as a substitute for advice from an appropriately licensed professional.

6. No Guarantees of Outcomes

6.1 The Website may contain aspirational descriptions of the kind of outcomes our Clients have achieved or might achieve. Those descriptions are illustrative, not promises. No statement on the Website, in any communication from us, or in any Deliverable constitutes a representation, warranty, or guarantee of any specific business result, return on investment, cost saving, revenue gain, decision quality, or other outcome.

6.2 Outcomes depend on factors outside our control, including but not limited to the Client’s implementation, the Client’s organization, the Client’s market, and external conditions.

7. Engagements and Engagement Agreements

7.1 We do not enter into an Engagement merely by responding to a Website inquiry. An Engagement begins only when both parties have agreed in writing (which may include exchange of emails) on scope, fees, and timeline, or when we begin work after the Client has accepted a proposal.

7.2 The fact that you submit an inquiry through the Website does not create a contract, retainer, or obligation of any kind on our part to take you on as a Client.

7.3 We may decline any Engagement for any reason or no reason, in our sole discretion.

7.4 For each Engagement, the Client may be asked to sign an Engagement Agreement. These Terms continue to apply to the parties’ relationship except to the extent the Engagement Agreement expressly provides otherwise.

8. Fees, Invoicing, and Payment

8.1 Fees are as specified in the Engagement Agreement or accepted proposal for the specific Engagement.

8.2 Invoices are payable within 15 days of issue unless the Engagement Agreement specifies otherwise.

8.3 Unpaid amounts past 30 days accrue interest at the lesser of (a) 1.5% per month (19.56% per year, calculated and compounded monthly), and (b) the highest rate permitted by Applicable Law.

8.4 The Client is responsible for all applicable taxes, including HST.

8.5 If the Client fails to pay an undisputed invoice within 45 days of issue, we may suspend work, retain custody of work-in-progress (without prejudice to the Client’s rights to paid-for Deliverables), and terminate the Engagement on written notice.

9. Intellectual Property

9.1 We retain all right, title, and interest in and to our Pre-Existing IP. Nothing in these Terms or in any Engagement Agreement transfers any of our Pre-Existing IP to the Client.

9.2 Upon full payment of all fees and other amounts due for an Engagement, the Client owns the Deliverables prepared specifically for that Client under that Engagement, except for any Pre-Existing IP embedded within those Deliverables, which remains our property and is licensed to the Client on a perpetual, worldwide, royalty-free, non-exclusive basis for the Client’s internal business purposes.

9.3 We retain a perpetual, worldwide, royalty-free, non-exclusive right to use any general learnings, residual know-how, anonymized insights, and skills gained during the Engagement for other engagements and for our own purposes, provided that we do not disclose any Client-confidential information in doing so.

9.4 Any logos, names, trademarks, content, or other intellectual property displayed on the Website are our property or the property of our licensors. Nothing on the Website grants you any right to use any of those marks or content except as expressly authorized in these Terms.

10. Confidentiality

10.1 Each party (the “Receiving Party”) shall keep confidential all non-public information disclosed to it by the other party (the “Disclosing Party”), whether labelled as confidential or not, if a reasonable person would consider it confidential in the circumstances (“Confidential Information”).

10.2 Confidential Information does not include information that:

is or becomes generally known to the public without breach of these Terms;
was lawfully known to the Receiving Party before disclosure;
is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or
is required to be disclosed by Applicable Law or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (where legally permitted) so the Disclosing Party may seek a protective order.

10.3 The Receiving Party shall use the Disclosing Party’s Confidential Information only for the purposes of the Engagement and shall protect it using the same degree of care it uses for its own confidential information (and in any event no less than a reasonable degree of care).

10.4 The confidentiality obligations in this Section 10 survive termination of these Terms or any Engagement for a period of three (3) years, except that Confidential Information that constitutes a trade secret under Applicable Law is protected for as long as it qualifies as a trade secret.

11. Warranty; Disclaimers and Limitation of Liability

11.1 Limited service warranty; disclaimer of all other warranties. We warrant that the consulting services we provide under an Engagement will be performed with reasonable skill and care consistent with generally accepted consulting practice. This is the only warranty we give. Except for that limited warranty, and except as expressly stated in a signed Engagement Agreement, THE WEBSITE, ALL CONTENT ON IT, AND ALL SERVICES WE PROVIDE ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY OTHER EXPRESS, IMPLIED, STATUTORY, OR OTHER WARRANTY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR THAT THE SERVICES WILL ACHIEVE ANY PARTICULAR RESULT.

11.2 Exclusion of indirect damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR AGGRAVATED DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR LOSS OF USE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, EQUITY, OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Aggregate cap on direct damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, OR ANY ENGAGEMENT — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, EQUITY, OR OTHERWISE — IS LIMITED TO THE GREATER OF:

the total fees actually paid by you to us for the Engagement giving rise to the claim in the twelve (12) months immediately preceding the event that first gave rise to the claim; or
One Thousand Canadian Dollars (CAD $1,000).

11.4 Carve-outs. The limitations in Sections 11.2 and 11.3 do not apply to:

liability for our fraud or willful misconduct;
liability for death or personal injury caused by our negligence;
a party’s breach of its confidentiality obligations under Section 10;
the Client’s payment obligations under Section 8 and the Client’s indemnification obligations under Section 13.1; or
any liability that cannot be excluded or limited under Applicable Law.

For clarity, our indemnification obligation under Section 13.2 remains subject to the cap in Section 11.3.

11.5 Allocation of risk. You acknowledge that the disclaimers, exclusions, and limitations in this Section 11 are a fundamental basis on which we agree to provide the Website and our services, that the fees we charge reflect this allocation of risk, and that without this allocation we would not provide the Website or our services on the terms we do.

11.6 Survival of limitations even on fundamental breach. The limitations in this Section 11 apply even if any limited remedy fails of its essential purpose and even in the event of any fundamental or material breach of these Terms or any Engagement Agreement.

12. Contractual Limitation Period

12.1 Notwithstanding any longer limitation period under the Ontario Limitations Act, 2002, the Sale of Goods Act (Ontario), or any other statute that would otherwise apply, you must commence any claim, action, or proceeding arising out of or relating to these Terms, the Website, or any Engagement no later than ONE (1) YEAR after the day on which the act or omission on which the claim is based first took place, after which all such claims, actions, and proceedings are absolutely and forever barred.

12.2 This Section 12 is a contractual limitation period within the meaning of section 22 of the Ontario Limitations Act, 2002, applies only as part of a “business agreement” within the meaning of that section (that is, where no party is a Consumer), expressly varies the basic limitation period otherwise applicable, and applies to all claims between the parties whether sounding in contract, tort, statute, equity, or otherwise.

12.3 This Section 12 does not vary the ultimate limitation period of fifteen (15) years under the Ontario Limitations Act, 2002.

12.4 This Section 12 does not apply to any Consumer, or to any claim where the variation of a statutory limitation period is prohibited by Applicable Law (see Section 2.6).

13. Indemnification

13.1 Client indemnity. You will indemnify, defend, and hold harmless Smart Earth Build Solutions, Tony Morra, and our sub-contractors, advisors, and agents (each, an “SEBS Indemnitee”) from and against all third-party claims, demands, actions, proceedings, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or related to:

your misuse of the Website or any Deliverable;
your breach of any representation, warranty, or covenant in these Terms;
your acts or omissions that violate Applicable Law;
the accuracy, completeness, legality, or non-infringement of any data, content, or materials you provide to us; or
any third-party claim that our use of materials you provided infringes a third party’s intellectual property or other rights.

13.2 SEBS indemnity. We will indemnify, defend, and hold harmless you from and against all third-party claims that a Deliverable we originated and prepared specifically for you under an Engagement infringes a third party’s Canadian copyright or trademark, except to the extent the claim arises from (i) your modifications to the Deliverable, (ii) your combination of the Deliverable with other materials, or (iii) materials you provided to us for inclusion in the Deliverable. Our liability under this Section 13.2 is subject to the cap in Section 11.3.

13.3 Indemnification procedure. The indemnified party will (a) promptly notify the indemnifying party of any claim, (b) give the indemnifying party sole control of the defence and settlement (provided no settlement of a claim against the indemnified party may be entered without the indemnified party’s prior written consent if it admits liability, imposes non-financial obligations, or fails to fully release the indemnified party), and (c) cooperate at the indemnifying party’s expense.

13.4 Benefit for non-parties. We hold the benefit of the indemnities and protections given to each SEBS Indemnitee who is not a party to these Terms (including Tony Morra and our sub-contractors, advisors, and agents) as agent and trustee for that SEBS Indemnitee, so that each may enforce those protections.

14. Dispute Resolution: Negotiation, Mediation, Arbitration, Injunctive Relief

14.1 Negotiation. If a dispute arises out of or in connection with these Terms or any Engagement, the parties will first attempt in good faith to resolve it through direct discussions between senior representatives for a period of at least thirty (30) days from written notice of the dispute.

14.2 Mediation (optional). If negotiation under Section 14.1 does not resolve the dispute, the parties may, by mutual written agreement, refer the dispute to mediation under the National Mediation Rules of the ADR Institute of Canada, Inc. (ADRIC) for a further period of thirty (30) days.

14.3 Arbitration. Subject to Sections 14.4 and 14.6, any dispute not resolved under Sections 14.1 or 14.2 must be finally resolved by arbitration administered by the ADR Institute of Canada, Inc. (ADRIC) under its Arbitration Rules in effect at the time. The arbitration will be conducted by a single arbitrator, in English, with the seat of arbitration in Toronto, Ontario, Canada. The arbitrator’s award is final and binding on the parties. Each party bears its own legal costs unless the arbitrator orders otherwise; the parties share the arbitrator’s fees and ADRIC fees equally pending the arbitrator’s allocation in the award.

14.4 Injunctive relief; carve-out for IP/Confidentiality. Notwithstanding Section 14.3, either party may at any time apply to the Ontario Superior Court of Justice for interim, interlocutory, or permanent injunctive relief or other equitable remedy to protect intellectual property, confidential information, or to prevent irreparable harm, without first proceeding through negotiation, mediation, or arbitration.

14.5 Acknowledgement. Each party acknowledges that (a) it is sophisticated and entering into the dispute resolution clauses in this Section 14 with full knowledge of their effect, (b) the Toronto seat and ADRIC institution make arbitration reasonably accessible in terms of geography and cost, (c) Ontario law applies to questions of arbitrability and procedure subject to the Ontario Arbitration Act, 1991, and (d) nothing in this Section 14 prevents either party from raising any statutory right that cannot be waived under Applicable Law.

14.6 Consumers. This Section 14 does not require arbitration of, and does not prevent a court proceeding for, any claim by a Consumer to the extent the Ontario Consumer Protection Act, 2002 or other Applicable Law gives the Consumer a non-waivable right to bring that claim in court (see Section 2.6).

15. Class Action Waiver

15.1 You and Smart Earth Build Solutions each agree that any claim arising out of or relating to these Terms, the Website, or any Engagement will be brought only on an individual basis, and not as a plaintiff, claimant, or class member in any purported class, collective, consolidated, or representative proceeding.

15.2 This Section 15 does not apply to any Consumer, or to any class-proceeding remedy that, under Applicable Law, cannot be waived by contract (see Section 2.6).

15.3 If a court or arbitrator determines that the class-action waiver in this Section 15 is unenforceable as to a particular claim or in a particular jurisdiction, that claim is severed and may proceed in a court of competent jurisdiction, but the remaining individual-arbitration framework in Section 14 continues to apply to all other claims.

16. Governing Law and Jurisdiction

16.1 These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws principles.

16.2 Subject to Section 14, the parties submit to the exclusive jurisdiction of the Ontario Superior Court of Justice for any matter not subject to arbitration, including injunctive relief and enforcement of arbitration awards.

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

17. Force Majeure

17.1 Neither party is liable for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by an event beyond its reasonable control, including without limitation: acts of God; pandemics, epidemics, public-health orders, and quarantines; war, armed conflict, terrorism, civil unrest, sanctions, embargoes; government action, regulatory change, or court orders; supply-chain disruption; cyberattacks, ransomware, data breaches, or service outages by third-party processors or hosts not within the affected party’s reasonable control; failures of utilities, telecommunications, or internet infrastructure; and labour disputes affecting third parties.

17.2 The affected party must give prompt written notice of the force majeure event and use commercially reasonable efforts to mitigate its effects.

17.3 Force majeure does not excuse any obligation to pay fees that are already due and payable. Force majeure may extend deadlines for performance of work in progress but does not extinguish the payment obligation for that work.

17.4 If a force majeure event continues for more than 60 days, either party may terminate the affected Engagement on written notice. Termination under this Section 17.4 is without liability except for fees earned through the date of termination.

18. Termination

18.1 Either party may terminate any Engagement for convenience on fifteen (15) days’ written notice.

18.2 Either party may terminate any Engagement immediately on written notice if the other party (a) materially breaches these Terms or the Engagement Agreement and fails to cure the breach within fifteen (15) days of written notice, (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy or analogous proceedings, or (c) ceases to carry on business.

18.3 On termination, the Client will pay all fees earned and expenses incurred through the date of termination, and we will deliver to the Client all Deliverables for which fees have been paid in full.

19. Survival

The following provisions survive termination or expiration of these Terms and any Engagement: Section 2.6 (Consumers); Section 3.4 (Relationship of the Parties); Section 5 (No Professional Advice); Section 6 (No Guarantees); Section 8.3 (Interest on Unpaid Amounts); Section 9 (Intellectual Property); Section 10 (Confidentiality); Section 11 (Warranty; Disclaimers and Limitation of Liability); Section 12 (Contractual Limitation Period); Section 13 (Indemnification); Section 14 (Dispute Resolution); Section 15 (Class Action Waiver); Section 16 (Governing Law); Section 19 (Survival); Section 22 (Trademarks); Section 26 (Notices); and any provision that by its nature should survive.

20. Modifications to these Terms

20.1 We may revise these Terms at any time by posting an updated version on the Website. The updated version is effective immediately upon posting unless we state otherwise.

20.2 If we make a material adverse change to these Terms that affects an active Engagement (for example, a change that materially increases the Client’s liability or materially reduces our obligations), the change does not apply to work already commenced under that Engagement unless the Client expressly accepts the change in writing.

20.3 It is your responsibility to review these Terms periodically. Your continued use of the Website or engagement of our services after a posted change constitutes your acceptance of the revised Terms, subject to Section 20.2.

21. Sub-Contractors and AI Tools

21.1 Sub-contractors. We may engage sub-contractors or specialist advisors with the Client’s prior written consent, which will not be unreasonably withheld. We remain responsible for the performance of any sub-contractor and for the sub-contractor’s compliance with the confidentiality and intellectual-property provisions of these Terms.

21.2 AI tools. We may use generally available artificial-intelligence research and drafting tools (including, without limitation, large language models such as ChatGPT or Claude) in performing our work. We will not input Client-confidential information into any external AI tool without the Client’s prior written consent. All Confidential Information provisions of these Terms apply to any AI tool we use.

22. Trademarks; Copyright; Notices of Infringement

22.1 “Smart Earth Build Solutions”, “SEBS”, and any associated logos and design elements are common-law trademarks of Tony Morra operating as Smart Earth Build Solutions, and all rights are reserved. You may not use any of these marks without our prior written consent.

22.2 All content on the Website (including text, graphics, and structure) is protected by Canadian copyright law and is owned by us or our licensors. You may view, print, and share the content for non-commercial informational purposes provided you do not modify it and you retain all copyright and attribution notices.

22.3 If you believe any content on the Website infringes your copyright, please send a notice to contact@smartearthbuildsolutions.com with: (a) your contact information, (b) identification of the work allegedly infringed, (c) the location on the Website of the allegedly infringing content, (d) the alleged date and nature of the infringement, and (e) a statement that the information in the notice is accurate. We will respond as required by the Canadian Notice-and-Notice regime under sections 41.25–41.27 of the Copyright Act (Canada).

23. Anti-Spam Compliance

23.1 Where we send any commercial electronic message (“CEM”) within the meaning of Canada’s Anti-Spam Legislation (“CASL”), we will (a) identify ourselves and provide accurate contact information, (b) include a working unsubscribe mechanism, (c) honour unsubscribe requests within ten (10) business days, and (d) maintain valid contact information for at least sixty (60) days after sending.

23.2 We do not currently send marketing CEMs. Where we send transactional communications in response to your inquiry or as part of an active Engagement, those communications fall within the implied-consent and transactional-message provisions of CASL.

24. Severability; Waiver; Entire Agreement

24.1 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable in any jurisdiction, (a) that provision will be re-construed in that jurisdiction to the maximum extent permitted by law to give effect to its intent as nearly as possible, and (b) the remaining provisions remain in full force and effect in that and every other jurisdiction.

24.2 Waiver. No failure or delay by us to exercise any right under these Terms is a waiver of that right. A waiver is effective only if in writing signed by us.

24.3 Entire agreement. These Terms (together with any applicable Engagement Agreement and the Privacy Policy) are the entire agreement between the parties on their subject matter and supersede all prior or contemporaneous understandings, representations, or agreements. In the case of conflict, an Engagement Agreement signed by both parties prevails over these Terms in respect of the specific Engagement, and these Terms prevail over the Website’s other content.

25. Assignment

25.1 You may not assign these Terms or any rights or obligations under them without our prior written consent. Any purported assignment without our consent is void.

25.2 We may assign these Terms and any Engagement (a) to a successor entity in connection with a reorganization of our business (including without limitation incorporation, conversion, sale of the business or substantially all of its assets, merger, or change of name), or (b) to a sub-contractor or specialist advisor subject to Section 21.1.

25.3 These Terms bind and benefit the parties and their successors and permitted assigns.

26. Notices

26.1 Notices to Smart Earth Build Solutions must be sent to:

Smart Earth Build Solutions Attention: Tony Morra, Principal 455 Danforth Avenue, Suite 322 Toronto, Ontario M4K 1P1, Canada Email: contact@smartearthbuildsolutions.com

26.2 Notices to you may be sent to the email address or postal address you most recently provided to us.

26.3 Notice by email is effective the next business day following transmission. Notice by post is effective five business days after deposit in the mail, postage prepaid, addressed as above.

27. Contact

If you have any question about these Terms, contact:

Tony Morra, Principal Smart Earth Build Solutions 455 Danforth Avenue, Suite 322 Toronto, Ontario M4K 1P1, Canada Email: contact@smartearthbuildsolutions.com Phone: (647) 948-3068

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