Terms of Use

BestPractices Advisory Inc.

Please read these Terms carefully. They contain important restrictions on use, disclaimers of warranties, limitations of liability, and indemnification obligations.

1. Application and acceptance

These Terms of Use (“Terms”) govern access to and use of the website operated by BestPractices Advisory Inc. (“BestPractices,” “we,” “us,” or “our”), including its information, resources, and materials (collectively, the “Website”). By using the Website after receiving clear notice of these Terms and an opportunity to review them, you agree to be bound by them. If you do not agree, do not use the Website. You must be at least the age of majority where you reside and legally capable of entering into a binding agreement. If you use the Website on behalf of an organization, you represent that you have authority to bind that organization. In that case, “you” includes both you and the organization. A separate agreement governing paid services, subscriptions, or professional engagements prevails over these Terms to the extent of a conflict concerning those services. These Terms do not themselves create a subscription, payment obligation, or professional services engagement.

2. Permitted use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable permission to access and use the Website for lawful personal purposes or your organization’s internal business purposes. You may download or print reasonable extracts of publicly available materials for those purposes, provided you retain copyright and other proprietary notices. This permission does not authorize redistribution, resale, publication, or exploitation of our materials as a separate product or service. All rights not expressly granted are reserved.

3. Our intellectual property

The Website and its proprietary materials, including text, graphics, designs, compilations, software, methodologies, frameworks, templates, branding, and underlying resources, belong to BestPractices or its licensors and are protected by applicable intellectual property laws. Except as expressly permitted by these Terms, a separate written agreement, or applicable law, you must not reproduce, modify, distribute, publish, sell, sublicense, or create derivative works from those materials. You must not remove proprietary notices or use our name, trademarks, or branding in a way that suggests endorsement, affiliation, or authorization without our prior written permission. Public availability of material does not transfer ownership or grant rights beyond those expressly stated.

4. Prohibited activities

You must not:

• Use the Website for unlawful, fraudulent, deceptive, defamatory, harassing, or discriminatory activities.
• Infringe intellectual property, privacy, confidentiality, or other rights.
• Submit malware, malicious code, or content intended to compromise systems.
• Attempt unauthorized access to accounts, systems, data, or restricted materials.
• Interfere with operation of the Website, overload its infrastructure, or bypass security measures, access restrictions, or usage limits.
• Scrape, harvest, bulk-download, or systematically extract Website content, except with our written permission or as permitted by applicable law.
• Reverse engineer, decompile, or attempt to discover non-public source code, system instructions, model components, or proprietary datasets, except to the extent applicable law permits despite this restriction.
• Use our proprietary materials to train, fine-tune, or evaluate an AI model, or build a competing database or service, without written permission.
• Impersonate another person or misrepresent your affiliation.

5. Information and professional advice

Website materials are provided for general informational and educational purposes. They are not a substitute for advice tailored to your circumstances. Unless expressly agreed in a separate written engagement, use of the Website does not establish a professional advisory, fiduciary, solicitor-client, or other professional relationship. Do not treat Website content as legal, medical, financial, accounting, regulatory, or other professional advice. You are responsible for obtaining appropriate professional advice and independently checking information before acting on it. References to “best practices,” compliance, standards, or recommended approaches do not guarantee that a particular practice is suitable, legally sufficient, current, or effective in your circumstances.

6. Information you submit

“Submissions” means messages, feedback, and other content you provide through the Website. You retain any ownership rights you have in your Submissions. You grant us a non-exclusive licence to process, reproduce, transmit, and otherwise use them only as reasonably necessary to provide the requested functionality, respond to you, maintain security, and meet legal obligations, consistent with our Privacy Policy and applicable law. You represent that you have the rights and permissions necessary to provide your Submissions and authorize that processing. Do not submit confidential third-party information, sensitive personal information, privileged material, passwords, or regulated records unless a separate agreement expressly permits such use and appropriate protections are in place. Submitting information through the Website does not itself establish a professional duty of confidentiality or legal privilege. This does not diminish our obligations under privacy law or any separate confidentiality agreement. These Terms do not themselves authorize use of personal information to train AI models. Any such use must be specifically disclosed and supported by a lawful basis, including consent where required.

If you voluntarily provide suggestions about the Website, we may use those suggestions without compensation, subject to your privacy rights and any applicable confidentiality obligations.

7. Privacy and communications

Our Privacy Policy explains our collection, use, disclosure, retention, and protection of personal information. Acceptance of these Terms does not replace any separate consent required by privacy or anti-spam law. Marketing consent is optional. Using the Website or contacting us does not automatically subscribe you to marketing emails. For privacy questions or requests, contact: Julian Perez, Privacy Officer BestPractices Advisory Inc. info@bestpractices.ca

8. Third-party content and services

The Website may contain links to third-party websites or incorporate third-party content or services. Their inclusion does not imply endorsement. We do not control independent third-party websites and are not responsible for their content or practices. Your use of them may be subject to separate terms and privacy policies. Nothing in this section removes any responsibility we have under applicable law for service providers processing personal information on our behalf.

9. Availability, changes, and suspension

We may update, modify, suspend, or discontinue Website features, subject to any separate contractual commitments and applicable law. We do not promise uninterrupted availability or continued access to any particular feature or content. We may restrict or terminate access where we reasonably believe you have violated these Terms, created a security or legal risk, or misused the Website. Where practicable and appropriate, we will provide notice and an opportunity to address the issue. Immediate action may be necessary in urgent circumstances. Termination does not affect accrued rights or obligations. Provisions concerning intellectual property, restrictions on use, disclaimers, liability, indemnification, and dispute resolution survive to the extent necessary to give them effect.

10. Disclaimer of warranties and conditions

To the fullest extent permitted by applicable law, the Website and its materials are provided “as is” and “as available.” BestPractices disclaims all representations, warranties, conditions, and guarantees, whether express, implied, statutory, or otherwise, including those concerning merchantability, merchantable quality, fitness for a particular purpose, title, non-infringement, accuracy, completeness, availability, and security. We do not warrant that the Website will be uninterrupted, timely, error-free, free from harmful components, or compatible with every system, or that defects will be corrected. No Website statement creates a warranty or condition beyond those expressly agreed in a separate binding agreement. These exclusions apply only where permitted by law and do not exclude mandatory protections.

11. Limitation of liability

To the fullest extent permitted by applicable law, BestPractices and its directors, officers, employees, agents, licensors, and service providers will not be liable for indirect, incidental, consequential, special, exemplary, aggravated, or punitive damages arising from or relating to the Website or these Terms. To the same extent, we exclude liability for loss of profits, revenue, anticipated savings, business opportunities, goodwill, or data, and for business interruption, whether such losses are characterized as direct or indirect. These exclusions apply to claims relating to Website materials, reliance on information, errors, omissions, service interruptions, unauthorized access, security incidents, and third-party content or services. Subject to the exceptions below, the aggregate liability of BestPractices and the other protected parties for all claims arising from or relating to the Website or these Terms will not exceed the greater of:

• CAD $100; or
• The amounts you paid to BestPractices for the particular Website service giving rise to the claim during the 12 months immediately preceding the event giving rise to it.

This is an aggregate limit, not a separate limit for each claim or incident. A liability provision in a separate agreement governing the affected service prevails to the extent of any conflict. The exclusions and cap apply regardless of the legal basis of a claim, including contract, tort (including negligence), misrepresentation, statute, or otherwise, even if the possibility of loss was foreseeable or disclosed. Nothing in these Terms excludes or limits liability for our fraud or fraudulent misrepresentation, wilful misconduct, or any liability that cannot lawfully be excluded or limited. Mandatory consumer remedies and other non-waivable rights remain available.

12. Indemnification

To the extent permitted by applicable law, you will indemnify and hold harmless BestPractices and its directors, officers, employees, and agents from third-party claims, damages, liabilities, and reasonable legal expenses arising from:

• Your unlawful use of the Website.
• Your material breach of these Terms.
• Submissions you provide that infringe another person’s intellectual property, privacy, or other rights.

This obligation applies only to the extent a claim results from your conduct or Submissions. It does not apply to losses caused by the negligence, wilful misconduct, or breach of law or contract of a party seeking indemnification. We will give you reasonably prompt notice of a claim and reasonable cooperation, at your expense. Any defence arrangements must use counsel reasonably acceptable to us. You must not settle a claim in a way that admits fault on our behalf, imposes obligations on us, or fails to release us without our written consent, which will not be unreasonably withheld.

13. Governing law and disputes

These Terms are governed by the laws of Ontario and the federal laws of Canada applicable in Ontario, subject to mandatory laws that apply to you. Subject to non-waivable rights concerning jurisdiction and venue, you and BestPractices submit to the exclusive jurisdiction of the courts of Ontario for disputes arising from these Terms or the Website. You may contact info@bestpractices.ca to seek an informal resolution. Doing so is optional and does not prevent either party from seeking timely relief or preserving a limitation period. Nothing in these Terms requires mandatory arbitration, prevents a complaint to a regulator, or waives any non-waivable right to participate in a class proceeding.

14. Changes to these Terms

We may revise these Terms from time to time. Updated Terms will be posted with a revised effective date. For material changes, we will provide reasonable advance notice where practicable and obtain renewed acceptance where required. Changes will apply prospectively and will not retroactively alter a dispute that has already arisen. If you do not agree to revised Terms, stop using the affected Website features. Any separate agreement governing an existing paid service continues according to its own terms.

15. General provisions

These Terms, together with any applicable separate agreement, constitute the agreement concerning their subject matter and supersede prior discussions about that subject matter. If a provision is invalid or unenforceable, it will be severed to the extent necessary, and the remaining provisions will continue in effect. A failure or delay to enforce a provision is not a waiver of the right to enforce it later. You may not assign these Terms without our written consent. We may assign them in connection with a merger, reorganization, or sale of the relevant business, provided doing so does not reduce your accrued rights or mandatory legal protections. These Terms do not create an agency, partnership, joint venture, employment, or fiduciary relationship. The limitations and protections expressly provided for our directors, officers, employees, agents, licensors, and service providers are intended to benefit them and may be relied on by them to the extent permitted by law.

16. Contact

For questions about these Terms: BestPractices Advisory Inc. Email: info@bestpractices.ca

For privacy matters, direct your message to Julian Perez, Privacy Officer, at the same email address.