Terms and Conditions

An Agreement takes effect when we accept your order or application, both parties sign a written agreement, or we otherwise confirm acceptance in writing. If documents conflict, a signed statement of work or written confirmation controls for that specific conflict, followed by these Terms. Additional or inconsistent terms proposed by either party apply only if accepted in writing by both parties.

We will provide the products, services, or deliverables described in the applicable written confirmation. Any description, image, estimate, schedule, availability statement, or public website content is general information unless it is expressly incorporated into the Agreement.

You are responsible for confirming that the selected product or service is suitable for your intended purpose. We will provide any express commitments, eligibility requirements, exclusions, or customer responsibilities in the applicable written confirmation.

We will use reasonable efforts to meet confirmed dates and milestones. Unless expressly stated as guaranteed in writing, dates and availability are estimates and may depend on customer cooperation, third-party availability, weather, transportation, health and safety considerations, or other circumstances outside our reasonable control. We will communicate material changes when reasonably practical.

You will provide complete and accurate information, decisions, access, materials, personnel, and approvals reasonably required to fulfill the Agreement. You must promptly disclose circumstances that could affect suitability, safety, timing, or lawful performance.

You are responsible for ensuring that materials and instructions you provide are lawful, accurate, and suitable and that you have the rights and permissions needed for us to use them.

A material change to scope, quantity, specifications, assumptions, timing, or dependencies must be confirmed in writing. We are not required to perform changed or additional work until the parties agree to any resulting changes in fees, deposits, expenses, delivery dates, or responsibilities.

You will pay the fees, deposits, taxes, and approved expenses stated in the applicable written confirmation. Payment timing, accepted methods, and any milestone or recurring charges will be identified there. A deposit is refundable or non-refundable only as expressly stated in the Agreement and as permitted by applicable law.

Overdue undisputed amounts may accrue interest and reasonable collection costs only where the Agreement states the applicable rate or amount and the charge is permitted by law. You must notify us promptly of a good-faith billing dispute and pay any undisputed portion when due.

Cancellation, rescheduling, return, and refund rights are governed by the applicable written confirmation and any mandatory rights under consumer or other applicable law. If no specific term is stated, contact us as soon as possible so that we can assess work completed, non-cancellable commitments, reserved capacity, and reasonable mitigation options.

Prices exclude applicable sales, use, value-added, withholding, and similar taxes unless expressly stated otherwise. You are responsible for taxes properly chargeable to you, excluding taxes based on our net income.

Each party retains ownership of intellectual property it owned or developed independently of the Agreement. Unless the written confirmation states otherwise, we retain ownership of our methods, tools, reusable components, know-how, templates, processes, and pre-existing materials.

Ownership and permitted use of custom deliverables are governed by the applicable written confirmation and may be conditional on full payment. Third-party materials remain subject to their respective licence terms.

Each party will use reasonable care to protect non-public information that is identified as confidential or should reasonably be understood to be confidential. Confidential information may be used only for the Agreement and disclosed only to personnel, contractors, and advisers who need it for that purpose and are subject to appropriate obligations.

This obligation does not apply to information that is independently developed, lawfully received without restriction, publicly available without breach, or required to be disclosed by law. Personal information is also handled in accordance with our Privacy Policy and applicable law.

We will perform services with reasonable care and skill. If you believe a product or service materially fails to conform to an express commitment, notify us promptly with enough detail to investigate. Where appropriate and legally permitted, our first opportunity will be to correct, replace, or re-perform the affected item.

You are responsible for claims arising from materials or instructions you provide if they infringe another person's rights or require us to act unlawfully. To the extent permitted by law, you will reimburse reasonable losses and costs resulting from such a third-party claim, provided we give prompt notice and allow reasonable participation in the response.

Except for express commitments in the Agreement and rights or warranties that cannot lawfully be excluded, products, services, and deliverables are provided without additional representations or warranties. We do not guarantee an outcome that depends on customer decisions, third parties, changing conditions, or factors outside our reasonable control.

Nothing in the Agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability arising from fraud or any other matter for which applicable law prohibits a limitation.

To the extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential loss, or for lost profit, revenue, opportunity, goodwill, or data that was not reasonably foreseeable when the Agreement was made. Our aggregate liability arising from an affected order will not exceed the amount paid or payable under that order, unless the written confirmation states a different lawful limit.

Either party may terminate the Agreement for a material breach that is not corrected within a reasonable period after written notice. A party may terminate immediately if continued performance would be unlawful or create a material safety or security risk.

On termination, you will pay for products supplied, services performed, and reasonable non-cancellable commitments incurred through the termination date, subject to applicable law. Provisions concerning payment, confidentiality, intellectual property, liability, and dispute resolution survive where their nature requires it.

Neither party is responsible for delay or failure caused by events beyond its reasonable control, including severe weather, natural disasters, widespread utility or network outages, labour disruption, epidemic, government action, transportation interruption, or failure of critical third-party infrastructure. The affected party will use reasonable efforts to reduce the impact and resume performance.

The Agreement is governed by the laws of Manitoba, Canada, without regard to conflict-of-law principles. Courts located in that jurisdiction will have authority over disputes, unless mandatory law or the applicable written confirmation requires another forum or process.

Before starting formal proceedings, the parties will attempt in good faith to resolve a dispute through direct discussion, unless urgent relief is reasonably required.

• Notices: Formal notices must be in writing and sent to the postal or email address stated in the Agreement or later provided in writing.
• Assignment: Neither party may assign the Agreement without the other's prior written consent, except as part of a merger, reorganization, or transfer of substantially all relevant assets.
• Waiver: A delay in exercising a right is not a waiver. A waiver must be in writing and applies only to the specific circumstance identified.
• Severability: If a provision is invalid or unenforceable, it will be limited or removed only to the minimum extent necessary, and the remaining provisions will continue in effect.
• Entire Agreement: The Agreement is the entire agreement concerning its subject matter and supersedes prior discussions and representations about that subject matter.
• Amendments: An amendment must be in writing and accepted by authorized representatives of both parties.

These Terms do not limit any consumer protection, privacy, product liability, or other right that cannot lawfully be waived. If a mandatory law conflicts with these Terms, that law applies to the extent of the conflict.

Questions about these Terms may be sent to contact@goldenagekennel.com.