Terms of Service

Clause 1 Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you — whether personally or on behalf of an entity you represent — and Gep Amalgamation Inc., a corporation organized under the laws of Canada, with its principal place of business located at 77 King Street W, Suite 400, Toronto-Dominion Centre, Toronto, ON M5K 0A1, Canada. Throughout these Terms, the words we, us, our, and the Company refer to Gep Amalgamation Inc., developed by GEP Amalgamate. The words you, your, user, and client refer to any individual or entity that accesses our website at www.gepamalgamate.buzz, engages our computer systems design and integrated systems design services, or otherwise interacts with us in connection with our business operations.

By accessing our website, submitting an inquiry through our contact forms, sending us electronic mail, engaging us for consulting or design services, entering into a statement of work or service agreement, or otherwise using any of the services we provide, you expressly acknowledge that you have read, understood, and agree to be bound by these Terms of Service in their entirety. If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the full legal authority to bind that entity to these Terms, and in such case you and your shall refer to that entity. If you do not have such authority, or if you do not agree with every provision of these Terms, you must not accept these Terms and must immediately discontinue all use of our website and services.

We reserve the right to request proof of your authority to bind any entity you purport to represent, and we may suspend or terminate access to our services if we determine, in our reasonable discretion, that you lack such authority. These Terms apply to all visitors, users, clients, and others who access or use our services, regardless of whether they have registered an account or entered into a separate written contract with us. In the event of any inconsistency between these Terms and a separate written agreement executed by both parties, the provisions of the separately executed agreement shall prevail to the extent of the inconsistency.

Your access to and use of our services is also conditioned upon your compliance with all applicable local, provincial, national, and international laws, statutes, ordinances, regulations, and industry standards. You are solely responsible for understanding and complying with any legal obligations applicable to your particular use of our services, and we disclaim any responsibility for your failure to do so. Nothing in these Terms shall be construed as creating any partnership, joint venture, agency, or employment relationship between you and Gep Amalgamation Inc., except as may be expressly set out in a separate written agreement.

Clause 2 Services Description

Gep Amalgamation Inc. provides professional computer systems design and integrated systems design services. Our service offerings encompass a broad and integrated range of technical disciplines designed to address complex computing and engineering challenges for enterprise clients across multiple industries. The scope of services we provide includes, but is not limited to, the following categories:

Systems Architecture: End-to-end architecture design for complex computing environments, including distributed systems, real-time embedded architectures, fault-tolerant designs, and high-availability infrastructure. This service encompasses system behavior modeling, component interface definition, quantitative trade-off analysis, simulation-driven validation, and the production of architecture blueprints that guide implementation from silicon to application layer.

Software Integration: Connecting enterprise platforms, legacy systems, and modern microservices into cohesive software ecosystems through API design, middleware engineering, and data pipeline orchestration. We specialize in bridging the gap between legacy enterprise systems and cloud-native architectures, building integration layers that preserve existing technology investments while unlocking modern capabilities across the software portfolio.

Hardware Design: Custom printed circuit board development, embedded processor selection, signal integrity analysis, high-speed digital design, mixed-signal systems, power electronics, and radio frequency engineering. This service covers the full hardware lifecycle from schematic capture through prototyping, compliance testing, production documentation, and manufacturing support.

Cloud Infrastructure: Scalable cloud architecture across Amazon Web Services, Microsoft Azure, and hybrid environments. Our cloud practice includes infrastructure-as-code implementation, container orchestration, edge computing deployments, cost-optimized resource management, multi-region failover architecture, automated continuous integration and continuous deployment pipelines, and FinOps governance frameworks.

Embedded Systems: Firmware development, real-time operating system integration, field-programmable gate array programming, and Internet of Things device engineering spanning bare-metal microcontrollers to Linux-based embedded platforms. We develop embedded solutions for industrial automation, medical devices, automotive systems, and consumer electronics, with rigorous attention to power budgets, real-time constraints, and regulatory compliance.

Technical Consulting: Strategic technology advisory, system audits, architecture reviews, and digital transformation roadmapping delivered with independent, vendor-neutral guidance grounded in engineering reality. Our consulting engagements address build-versus-buy evaluations, platform migration planning, multi-year technology roadmap design, and the resolution of complex technology decisions.

The specific scope, deliverables, timelines, milestones, acceptance criteria, and fees for any particular engagement shall be detailed in a separate statement of work, service agreement, project charter, or similar written document executed by both parties. No binding obligation to perform services arises from these Terms alone; a separate written agreement is required to define the specific parameters of any professional services engagement. We reserve the right to modify, suspend, or discontinue any service offering described on our website at any time without prior notice, provided that such changes shall not affect services already committed under an executed agreement unless expressly permitted by the terms of that agreement.

Clause 3 Intellectual Property Rights

All intellectual property rights in and to the website located at www.gepamalgamate.buzz, including but not limited to its design, layout, text, graphics, logos, icons, images, audio clips, video clips, software code, data compilations, page headers, custom graphics, button icons, scripts, service names, taglines, trade dress, and the overall look and feel of the website, are the exclusive property of Gep Amalgamation Inc. or its licensors and are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The compilation of all content on this website is the exclusive property of Gep Amalgamation Inc. and is protected by applicable copyright laws.

The trademarks, service marks, and logos used and displayed on our website, including the name Gep Amalgamation, the Gep Amalgamation brand mark, and all associated trade names and trade dress, are registered and unregistered trademarks of Gep Amalgamation Inc. or its affiliates. Nothing contained on our website or in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on our website without our prior express written permission or the permission of the third party that may own the trademark. Any unauthorized use of the trademarks or other intellectual property appearing on our website is strictly prohibited and may violate trademark, copyright, and other applicable laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and view the content on our website solely for your personal, non-commercial use or for the purpose of evaluating our services. You may download and print extracts of the website content for your own internal business records, provided that you do not modify any content, you retain all copyright and proprietary notices intact, and you do not use any content in a manner that suggests an association with or endorsement by Gep Amalgamation Inc. without our prior written consent. Any other use of the website content — including reproduction for commercial purposes, modification, distribution, transmission, republication, display, or performance — is strictly prohibited without our express prior written authorization.

For the avoidance of doubt, the limited license granted in this clause does not grant you any rights to: use any data mining tools, robots, spiders, scrapers, or similar data gathering and extraction methods in connection with our website; frame or mirror any portion of our website on any other server or wireless or Internet-based device; use any meta tags or hidden text utilizing our name or trademarks; or otherwise misuse or misappropriate our intellectual property. Any use of our website or its content not expressly permitted by these Terms is a breach of these Terms and may also constitute an infringement of our intellectual property rights.

With respect to deliverables created by Gep Amalgamation Inc. for a client under a separate written services agreement, ownership of intellectual property in such deliverables shall be governed by the terms of that agreement. In the absence of express provisions to the contrary in the applicable services agreement, we retain ownership of all pre-existing intellectual property, all tools, methodologies, frameworks, and know-how used in the performance of our services, and we grant the client a perpetual, irrevocable, fully paid-up license to use the specific deliverables created for that client for their intended business purpose.

Clause 4 User Obligations and Conduct

By using our website and services, you agree to comply with all applicable laws, regulations, and industry standards and to conduct yourself in a manner consistent with the professional and technical nature of our business. You are solely responsible for all activities that occur through your use of our website and any account you may establish with us, and you agree to maintain the confidentiality and security of any credentials or access methods we provide to you.

You agree that you will not, under any circumstances, engage in any of the following prohibited activities when accessing or using our website or services: uploading, transmitting, or distributing any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another person's privacy, hateful, or racially, ethnically, or otherwise objectionable; impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with any person or entity; forging headers or otherwise manipulating identifiers in order to disguise the origin of any content transmitted through our website; interfering with or disrupting our website, our servers, or networks connected to our website, or disobeying any requirements, procedures, policies, or regulations of networks connected to our website; attempting to gain unauthorized access to any portion of our website, any other systems or networks connected to our website, or any server operated by us, whether through hacking, password mining, denial-of-service attacks, or any other means; probing, scanning, or testing the vulnerability of our website or any network connected to our website without our express prior written authorization; breaching the security or authentication measures on our website or any network connected to our website; using any automated means — including robots, spiders, crawlers, scrapers, or scripts — to access, collect, or harvest information from our website without our express prior written consent; uploading, transmitting, or otherwise making available any material that contains software viruses, trojan horses, worms, time bombs, cancelbots, corrupted files, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; or violating any applicable local, provincial, national, or international law, including any regulations having the force of law.

You further agree to provide accurate, current, and complete information when communicating with us or when entering into any service agreement. You shall promptly update any information you have provided so that it remains accurate, current, and complete at all relevant times. We reserve the right to suspend or terminate your access to our website and services, and to decline to enter into or continue any business relationship, if we have reasonable grounds to believe that you have violated any provision of this clause or have otherwise engaged in conduct that is inconsistent with these Terms or detrimental to our business interests.

In the course of a professional services engagement, you agree to provide us with timely access to the information, personnel, systems, documentation, and facilities that are reasonably necessary for us to perform the services. You acknowledge that delays or deficiencies in the provision of such access may impact our ability to meet agreed timelines and may result in adjustments to project schedules and, where applicable, fees. We will communicate any such impacts promptly upon becoming aware of them and will work cooperatively with you to mitigate their effect.

Clause 5 Payment Terms and Billing

The fees for our professional services, consulting engagements, and any associated deliverables shall be set out in the applicable statement of work, service agreement, project charter, or similar written instrument executed by both parties. Unless otherwise specified in that instrument, the following general payment terms shall apply to all engagements.

Invoices are issued in accordance with the billing schedule specified in the applicable services agreement — whether on a fixed-price milestone basis, a time-and-materials basis at agreed hourly or daily rates, a retainer basis with periodic true-up, or such other arrangement as the parties may agree. Payment of all undisputed invoices is due within thirty calendar days of the invoice date, unless a different payment term is expressly stated in the applicable agreement. All amounts are stated and payable in Canadian dollars, unless otherwise specified, and are exclusive of applicable taxes, duties, and levies, which shall be the responsibility of the client.

You shall pay all applicable federal, provincial, and local sales, use, value-added, goods and services, harmonized sales, withholding, and other taxes, duties, and levies arising from or relating to the services we provide, excluding taxes based on our net income. If you are required by law to withhold any taxes from payments due to us, the amounts payable shall be grossed up so that we receive the full amount we would have received had no withholding been required.

Late payments shall accrue interest at the rate of one and one-half percent per month, or the maximum rate permitted by applicable law, whichever is lower, calculated from the date payment was due until the date payment is received in full. In the event that we must engage collection efforts to recover overdue amounts, you agree to reimburse us for all reasonable costs incurred in connection with such efforts, including legal fees, court costs, and collection agency fees, to the extent permitted by applicable law.

If you dispute any invoice or portion thereof in good faith, you must notify us in writing within fifteen calendar days of receipt of the invoice, specifying the nature and amount of the disputed charges. The undisputed portion of any invoice shall be paid in accordance with these payment terms, and the parties shall work cooperatively and in good faith to resolve the disputed portion promptly. We reserve the right to suspend performance of services if payment of any undisputed invoice is more than thirty calendar days past due and we have provided you with not less than ten calendar days prior written notice of our intention to suspend.

Clause 6 Confidentiality

In the course of our professional relationship, each party may disclose to the other certain information that is confidential, proprietary, or otherwise not generally known to the public. For the purposes of these Terms, Confidential Information means any information disclosed by one party — the disclosing party — to the other party — the receiving party — whether orally, in writing, in electronic form, or through any other medium, that is designated as confidential at the time of disclosure or that, given the nature of the information and the circumstances surrounding its disclosure, a reasonable person would understand to be confidential.

Confidential Information includes, but is not limited to: trade secrets, know-how, methodologies, algorithms, software source code and object code, system architectures, hardware designs, schematics, technical specifications, product roadmaps, business plans, financial data, pricing information, customer and supplier lists, personnel information, marketing strategies, contract terms, and any other information of a proprietary or sensitive nature. Information disclosed orally shall be considered Confidential Information if it is identified as confidential at the time of disclosure and is confirmed in writing as confidential within thirty calendar days of the oral disclosure.

The receiving party shall hold all Confidential Information in strict confidence and shall use it solely for the purpose of performing its obligations or exercising its rights under these Terms or the applicable services agreement. The receiving party shall not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to its employees, officers, directors, agents, contractors, and professional advisors who have a legitimate need to know such information and who are bound by confidentiality obligations at least as protective as those set forth in this clause. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care.

The obligations of confidentiality shall not apply to information that: is or becomes generally available to the public through no act or omission of the receiving party; was lawfully in the receiving party's possession, without restriction on disclosure, prior to its disclosure by the disclosing party; is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as evidenced by written records; is lawfully disclosed to the receiving party by a third party having no obligation of confidentiality to the disclosing party; or is required to be disclosed by law, regulation, court order, or governmental authority, provided that the receiving party gives the disclosing party prompt written notice of such requirement — to the extent legally permissible — and cooperates with the disclosing party in any effort to obtain a protective order or other confidential treatment.

Upon termination or expiration of the business relationship between the parties, or at any time upon the disclosing party's written request, the receiving party shall promptly return or, at the disclosing party's option, securely destroy all copies of Confidential Information in its possession or control, and shall certify in writing that it has done so, provided that the receiving party may retain one copy of Confidential Information solely for the purpose of complying with its legal, regulatory, or professional obligations, subject to the continued application of the confidentiality obligations in this clause.

The obligations set forth in this clause shall survive the termination or expiration of these Terms and the business relationship between the parties for a period of five years, or such longer period as may be specified in a separately executed services agreement, except that obligations with respect to trade secrets shall continue in perpetuity for so long as the information in question remains a trade secret under applicable law.

Clause 7 Limitation of Liability

To the fullest extent permitted by applicable law, Gep Amalgamation Inc., its directors, officers, employees, agents, affiliates, successors, and assigns shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages of any kind — including but not limited to loss of profits, loss of revenue, loss of business opportunities, loss of anticipated savings, loss of goodwill, loss of or corruption of data, business interruption, cost of procurement of substitute goods or services, or any other economic loss or damage — arising out of or in connection with your access to or use of our website, your engagement of our services, these Terms, or any services agreement, whether the claim is based in contract, tort (including negligence), strict liability, breach of statutory duty, or any other legal or equitable theory, and regardless of whether we have been advised of the possibility of such damages.

In no event shall the aggregate liability of Gep Amalgamation Inc., its directors, officers, employees, agents, affiliates, successors, and assigns, arising out of or relating to these Terms, any services agreement, or the services provided thereunder, exceed the total amount actually paid by you to us under the applicable services agreement during the twelve-month period immediately preceding the event giving rise to the claim. In the absence of a separately executed services agreement, or if no fees have been paid during the relevant period, our aggregate liability shall not exceed one hundred Canadian dollars.

The limitations of liability set forth in this clause shall apply notwithstanding any failure of essential purpose of any limited remedy and shall survive the termination or expiration of these Terms and any applicable services agreement. The parties acknowledge that the allocation of risk reflected in this clause is a fundamental element of the bargain between them and that we would not enter into these Terms or any services agreement without these limitations.

Nothing in these Terms shall operate to exclude or limit liability: for death or personal injury caused by negligence; for fraud or fraudulent misrepresentation; for any breach of obligations implied by applicable mandatory law where such liability cannot be excluded or limited; or for any other liability that cannot be excluded or limited under applicable law. The limitations and exclusions in this clause shall be construed in accordance with applicable law and, to the extent that any provision is found to be unenforceable by a court of competent jurisdiction, it shall be severed and the remaining provisions shall continue in full force and effect.

Clause 8 Disclaimer of Warranties

Your access to and use of our website and any information, materials, content, tools, services, or deliverables made available through our website or in connection with our services is at your sole risk. Our website and all related content, materials, and services are provided on an as-is and as-available basis, without any representations, warranties, or conditions of any kind, whether express, implied, statutory, or otherwise.

To the fullest extent permitted by applicable law, Gep Amalgamation Inc. expressly disclaims all warranties, including but not limited to: implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and those arising from course of dealing, course of performance, or usage of trade; warranties that our website or services will be uninterrupted, timely, secure, error-free, or free from viruses, malware, or other harmful components; warranties that any defects or errors in our website or services will be corrected; warranties that the information, materials, or content on our website is accurate, complete, reliable, current, or suitable for any particular purpose; and warranties regarding the results or outcomes that may be obtained from the use of our services or the implementation of any recommendations, designs, architectures, or deliverables we provide.

Without limiting the generality of the foregoing, we make no representation or warranty that our website will be accessible at all times or from all geographic locations, that our website will be compatible with all devices, browsers, or operating systems, or that the content and materials available through our website will meet your specific requirements or expectations. We do not warrant the accuracy, completeness, or usefulness of any information provided on the website, and we expressly disclaim any liability for errors or omissions in such information.

No advice, recommendation, or information — whether oral or written — obtained by you from us or through our website shall create any warranty not expressly stated in these Terms. The disclaimers in this clause are in addition to and not in lieu of any specific disclaimers or limitations that may appear in statements of work, service agreements, or other written instruments executed between the parties. This clause shall survive the termination or expiration of these Terms and any applicable services agreement.

Clause 9 Termination

These Terms shall remain in full force and effect while you access or use our website and services. We reserve the right, in our sole discretion and without prior notice or liability, to deny access to and use of our website and services to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms or in any applicable law or regulation.

With respect to any separately executed services agreement, the termination provisions of that agreement shall govern. In the absence of express termination provisions in a services agreement, either party may terminate the agreement upon not less than thirty calendar days prior written notice to the other party. In addition, either party may terminate a services agreement for cause immediately upon written notice if the other party materially breaches any provision of the agreement and fails to cure such breach within thirty calendar days after receiving written notice describing the breach in reasonable detail. Termination for cause may also be immediate upon written notice if the other party: becomes insolvent or is unable to pay its debts as they become due; files a petition for bankruptcy or has such a petition filed against it; makes an assignment for the benefit of creditors; has a receiver appointed for substantially all of its assets; or ceases to conduct business in the ordinary course.

Upon termination or expiration of a services agreement for any reason: we shall deliver to you all completed work product and deliverables for which payment has been received; you shall pay us for all services performed and expenses incurred through the effective date of termination, including any non-cancellable commitments made in connection with the services; each party shall return or destroy the other party's Confidential Information in accordance with Clause 6 of these Terms; and any provisions of these Terms or the services agreement that by their nature should survive termination — including provisions relating to intellectual property, confidentiality, limitation of liability, disclaimer of warranties, indemnification, governing law, and dispute resolution — shall survive and continue in full force and effect.

Termination of these Terms or any services agreement shall not relieve either party of any liability or obligation accrued prior to the effective date of termination, nor shall it affect any rights or remedies that either party may have at law or in equity arising from any breach that occurred prior to termination. The termination of a specific services agreement shall not automatically terminate these Terms, which shall continue to govern any ongoing or subsequent use of our website and services unless and until they are superseded or terminated in accordance with their provisions.

Clause 10 Governing Law

These Terms of Service, and any separate services agreement entered into between the parties, shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule — whether of the Province of Ontario or any other jurisdiction — that would result in the application of the laws of any jurisdiction other than the Province of Ontario.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms, to any services agreement, or to any transaction contemplated hereunder. The parties expressly exclude the application of the Uniform Computer Information Transactions Act or any equivalent provision under the laws of any jurisdiction to the extent such laws may be applicable.

Subject to the dispute resolution provisions set forth in Clause 11 of these Terms, the parties irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of Ontario located in the City of Toronto for the adjudication of any dispute arising out of or relating to these Terms or the services provided hereunder. Each party irrevocably waives any objection to venue in such courts, including any objection based on the grounds of forum non conveniens.

In any action or proceeding to enforce rights under these Terms or any services agreement, the prevailing party shall be entitled to recover from the other party its reasonable legal fees, court costs, and related expenses incurred in connection with such action or proceeding, in addition to any other relief to which such prevailing party may be entitled. This provision is without prejudice to the dispute resolution procedures set forth in Clause 11 and shall not be construed to require litigation where the parties have agreed to alternative dispute resolution mechanisms.

Clause 11 Dispute Resolution

Gep Amalgamation Inc. is committed to resolving disputes with its clients in a fair, efficient, and professional manner. The dispute resolution process set forth in this clause is designed to provide a structured framework for addressing and resolving disagreements before resorting to formal legal proceedings.

Informal Resolution: In the event of any dispute, claim, question, or disagreement arising out of or relating to these Terms or any services agreement — collectively, a dispute — the parties shall first attempt to resolve the dispute informally and in good faith. The party raising the dispute shall provide the other party with a written notice describing the nature and basis of the dispute, the specific relief sought, and any supporting documentation. The parties shall then engage in good-faith negotiations for a period of not less than thirty calendar days from the date of receipt of the written notice. During this period, senior representatives of each party with authority to settle the dispute shall meet or confer by telephone or videoconference at least once, and more frequently as the parties may agree, to attempt to reach a mutually satisfactory resolution.

Mediation: If the parties are unable to resolve the dispute through informal negotiations within the thirty-day period described above, or such longer period as they may mutually agree, either party may submit the dispute to mediation by delivering a written request for mediation to the other party. The mediation shall be conducted in Toronto, Ontario, Canada, or at such other location as the parties may agree, and shall be administered by a mediator mutually selected by the parties. If the parties cannot agree on a mediator within fifteen calendar days of the request for mediation, either party may request the Ontario chapter of the ADR Institute of Canada, or its successor organization, to appoint a qualified mediator. The parties shall share equally the fees and expenses of the mediator and the mediation proceeding. Each party shall bear its own legal fees and other costs incurred in connection with the mediation, unless otherwise agreed. The mediation shall be completed within sixty calendar days of the appointment of the mediator, unless the parties agree to an extension.

Arbitration: If the parties are unable to resolve the dispute through mediation, either party may submit the dispute to binding arbitration by delivering a written demand for arbitration to the other party. The arbitration shall be conducted in accordance with the Arbitration Act of Ontario, as amended from time to time, by a single arbitrator mutually agreed upon by the parties. If the parties cannot agree on an arbitrator within twenty calendar days of the demand for arbitration, the arbitrator shall be appointed by a judge of the Superior Court of Justice of Ontario upon application by either party. The arbitration shall take place in Toronto, Ontario, Canada, and shall be conducted in the English language. The arbitrator shall have the authority to grant any relief that would be available in a court of competent jurisdiction, including interim and permanent injunctive relief. The arbitrator shall issue a written decision stating the factual and legal bases for the award. The decision of the arbitrator shall be final and binding on the parties, and judgment on the award may be entered in any court having jurisdiction. Each party shall bear its own legal fees and costs in connection with the arbitration, and the parties shall share equally the fees and expenses of the arbitrator, unless the arbitrator determines that the conduct of a party warrants a different allocation.

Exceptions: Notwithstanding the dispute resolution procedures set forth in this clause, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights or to preserve the confidentiality of its Confidential Information. Either party may also seek provisional or protective measures from a court to preserve the status quo or prevent irreparable harm pending the outcome of the dispute resolution process. The parties agree that the dispute resolution procedures in this clause are a condition precedent to the commencement of any litigation other than for the exceptions expressly described in this paragraph.

Class Action Waiver: To the fullest extent permitted by applicable law, you and Gep Amalgamation Inc. agree that all disputes shall be resolved on an individual basis only and that you waive any right to bring or participate in any class action, collective action, consolidated action, private attorney general action, or other representative proceeding arising out of or relating to these Terms, any services agreement, or the services provided hereunder. This waiver applies to any dispute, whether resolved through mediation, arbitration, or litigation, unless otherwise agreed by the parties in a writing signed by authorized representatives of both parties.

Clause 12 Entire Agreement

These Terms of Service, together with any separately executed statement of work, service agreement, project charter, non-disclosure agreement, or other written instrument that expressly incorporates these Terms by reference, constitute the entire agreement between you and Gep Amalgamation Inc. with respect to the subject matter hereof and supersede and extinguish all prior and contemporaneous understandings, agreements, representations, and warranties — whether written or oral, express or implied — relating to such subject matter.

The parties acknowledge and agree that, in entering into these Terms and any applicable services agreement, they have not relied on any statement, representation, warranty, assurance, or undertaking — whether written or oral, express or implied — other than those expressly set out in these Terms or the applicable services agreement. Each party irrevocably and unconditionally waives any right it may have to claim damages or to rescind these Terms or any services agreement by reason of any misrepresentation, unless such misrepresentation was made fraudulently, and provided that nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.

In the event of any conflict or inconsistency between the provisions of these Terms and the provisions of a separately executed services agreement, the provisions of the services agreement shall prevail to the extent of the conflict or inconsistency, but only with respect to the specific services governed by that agreement. The provisions of these Terms that are not expressly inconsistent shall continue in full force and effect.

If any provision of these Terms is found by a court of competent jurisdiction or an arbitrator to be invalid, illegal, or unenforceable for any reason, such provision shall be severed from these Terms, modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if modification is not possible, eliminated. The remaining provisions of these Terms shall continue in full force and effect and shall be construed to give effect to the original intent of the parties as nearly as possible.

The failure of Gep Amalgamation Inc. to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision, and no waiver by us of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any waiver of any provision of these Terms shall be effective only if in writing and signed by a duly authorized representative of Gep Amalgamation Inc.

You may not assign, transfer, delegate, or subcontract any of your rights or obligations under these Terms without our prior written consent. We may assign, transfer, delegate, or subcontract our rights and obligations under these Terms, in whole or in part, without your consent, to any affiliate, successor-in-interest, or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. These Terms shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

Clause 13 Changes to Terms

We reserve the right, at our sole discretion, to modify, amend, supplement, or replace these Terms of Service from time to time to reflect changes in our business practices, legal obligations, or the features and functionality of our services. When we make changes, we will revise the effective date at the top of this page and post the updated Terms on our website. We encourage you to review these Terms periodically to stay informed of any modifications.

For material changes — defined as changes that we reasonably determine could significantly affect your rights, obligations, or expectations under these Terms — we will provide prominent notice on our website at least thirty calendar days before the changes take effect. If you have an ongoing business relationship with us, we may also notify you directly of material changes via electronic mail at the address we have on file. Your continued use of our website or services after the effective date of any revised Terms constitutes your acceptance of and agreement to be bound by the revised Terms.

If you do not agree with any modification to these Terms, your sole and exclusive remedy is to discontinue your use of our website and services and, if you have an ongoing services agreement with us, to terminate that agreement in accordance with its terms. No modification to these Terms shall apply to any dispute that arose prior to the effective date of the modification. Archived versions of previous Terms are available upon request by contacting us through the information provided in Clause 14.

Clause 14 Contact Information

We welcome your questions, comments, and requests regarding these Terms of Service. If you need to contact us for any reason — including to report a violation of these Terms, to seek clarification about your rights or obligations, or to discuss any matter relating to our services — please use any of the communication channels listed below. We are committed to responding to all substantive inquiries within five business days of receipt.

All notices, requests, demands, and other communications required or permitted to be given under these Terms shall be in writing, in the English language, and shall be deemed duly given: when delivered personally; when sent by electronic mail to support@gepamalgamate.buzz, with confirmation of receipt; three business days after being sent by registered or certified mail, return receipt requested, postage prepaid; or one business day after being sent by a nationally recognized overnight courier service, addressed to the mailing address listed above or to such other address as we may designate by notice given in accordance with this clause.