Terms of Use

Effective Date:

April 14, 2025

Thank you for visiting portal.omniusgroup.ca (“Portal”). Please read these Terms of Use (“Terms”) carefully. These Terms have important information about your legal rights, remedies, and obligations.

By accessing or using the Portal, you agree to follow and be bound by these Terms, our Terms of Service and all Applicable Laws and regulations.

If you have questions about these Terms, please email us at dpo@omniusgroup.ca.

These Terms are a legally binding agreement between you and Omnius Inc. – accounting, tax and advisory firm (“Omnius”, “we”, “us”, or “our”), governing your access to, and use of the Portal. Your use of the Portal includes your use of the Website, any applicable web, mobile, tablet or other smart-device applications, and application program interfaces (collectively, the “Application”) and Portal Services.

Our collection and use of personal information in connection with your access to, and use of, the Portal is described in our Privacy Policy.

These Terms include and incorporate by reference our Privacy Policy, as it may be in effect and changed occasionally. Collectively, these Terms and our Privacy Policy are known as the “Terms of Service”.

IF YOU DO NOT AGREE TO THE TERMS OF SERVICE, YOU MUST NOT ACCESS OR USE THE PORTAL.

We reserve the right in our sole discretion to revise and update the Terms of Service occasionally. Any such changes are effective upon posting and apply to all access, and continued use of, the Portal. You agree to periodically review the Terms of Service to be aware of any such changes. Your continued use of the Portal will be your acceptance of the then-current Terms of Service.

The Portal and its content may be changed, withdrawn, or terminated in our sole discretion without notice to you or any other User. We will not be liable if all or any part of the Portal is restricted to you or any other User or is unavailable at any time or for any period. Any revisions to the Terms of Service will take effect on the last noted Effective Date.

You are responsible for obtaining your own access to the Portal. You must ensure that all people who access the Portal through your internet connection are aware of, and follow, the Terms of Service. You are responsible for any security breaches or performance issues relating to your use of the Portal.

YOU UNDERSTAND THAT BY USING THE PORTAL AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU USE THE PORTAL ON BEHALF OF AN ORGANIZATION YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF SUCH ORGANIZATION AND IN DOING SO YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOURSELF AND THAT ORGANIZATION TO THE TERMS OF SERVICE.

You may access the Portal using your mobile device and the Portal may let you receive messages on your mobile device. Your mobile device carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your mobile device carrier or mobile device. In addition, your mobile device carrier may charge its standard messaging, data, and other fees to enable you to use the Mobile Features. We have no responsibility or liability for any fees or charges you incur when using the Mobile Features. You should check with your mobile device carrier to find out whether any fees or charges will apply. Also contact your mobile device carrier with other questions about the Mobile Features.

You acknowledge that your use of the Mobile Features is subject to any terms in the terms of service of the third-party providing the mobile device on which the Portal operates. We shall not be liable to you if you do not have a compatible mobile device. Omnius reserves the right to terminate your use of the Portal should you use the Portal with an incompatible or unauthorized device.

Electronic Communications

You expressly consent and agree to accept and receive communications from us, including by email and via text (SMS) message, calls, and push notifications to the cellular telephone number you provided to us. By consenting to being contacted by us, you understand and agree that you may receive communications, including marketing communications sent by or on behalf of Omnius or its affiliated companies including, but not limited to, operational communications about your Account or use of the Portal, updates about new and existing features on the Portal, communications about promotions run by us and news about Omnius and industry developments (collectively, “Notices”). You acknowledge that you do not have to consent to receive promotional messages as a condition of using the Portal.

You agree that we generally can send you Notices by email, text (SMS) message, calls, and push notifications to the cellular telephone number you provided to us or by posting Notices to the Portal. You agree that any Notice like this will satisfy any legal requirement that such communication be in writing. The delivery of any Notice from us is effective when sent by us, whether or not you read the Notice, when you receive it or whether you receive the Notice. Your only method of withdrawing consent to receive Notices is to terminate any registrations, subscriptions or services provided through the Portal.

  1. The Portal

Ownership

The Portal is owned and operated by Omnius. All right, title, and interest in the Portal, including, but not limited to, Omnius Content and the information, documents, logos, graphics, sounds and images accessible or visible on the Portal (“Proprietary Materials”) are owned either by Omnius or by our respective third-party authors, developers, or vendors.

Except as otherwise expressly provided by Omnius, none of the Proprietary Materials may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on the Portal will be construed to confer any license under any of our intellectual property rights, whether by estoppel, implication or otherwise.

Any rights not expressly granted here are reserved by Omnius.

Limited License to the Portal

Omnius grants you a non-exclusive, non-transferable, limited license to access and use the Portal. This license is subject to your compliance with the Terms of Service.

We strive to keep our Portal safe, secure, and functioning properly, but we cannot guarantee the continuous operation of, or access to, our Portal. We might even stop providing certain features without notice.

Omnius may terminate any license granted to any Portal visitor or User to access the Portal without notice.

Permitted Uses

The Portal is intended to serve as a secure and structured platform enabling Clients to exchange documents and organize the collection and processing of data required for delivery of accounting, tax, consulting or related professional services (“Services”).

We provide the Portal Services, including hosting and maintaining the Website and the Application, which help with the booking, creation and delivery of Services.

In addition, the Portal Services may be used to access the Omnius Content.

Although we make reasonable efforts to update and maintain the Omnius Content, we make no representations, warranties or guarantees, whether express or implied, that the Omnius Content is correct, complete, reliable, or up to date. Your use of the Portal and the Omnius Content is at your own risk and Omnius has no responsibility or liability for this use.

Prohibited Uses

Users are not allowed to use, or encourage, promote, facilitate, instruct or induce others to use, the Portal for any activities that violate any Applicable Laws; for any other illegal or fraudulent purpose or any purpose that harms others; or to transmit, store, display, distribute or otherwise make available content that is illegal.

Without limitation to the foregoing, the uses below of the Portal are prohibited:

  1. trying to or manipulating or misusing the feedback system;
  2. duplicating or sharing Accounts;
  3. selling, trading, or giving an Account;
  4. conducting any actions that could jeopardize the integrity of the Portal or Omnius’ proprietary information, including: (a) reverse engineering (or trying to reverse engineer), changing, adapting, translating, preparing derivative works from, decompiling, interfering with the operation of, or otherwise trying to derive source code from any part of the Portal; or (b) accessing or using the Portal to build a competitive Portal, product, service or application or publish any performance or any benchmark test or analysis relating to the Portal.

Reporting Violations

If you find out about any violation of the Terms of Service, you must at once report it at dpo@omniusgroup.ca. You also agree to aid us with any investigation we undertake and to take any remedial steps we require to correct a violation of the Terms of Service.

Privacy and Data Protection

Privacy

We use your data to provide Services to you. We respect your privacy and take data protection seriously. Our Privacy Policy is an important part of these terms and describes in more detail how we deal with personal data, like your name and email address. The Privacy Policy may change from time to time, provided that such changes will not violate our obligations under applicable privacy laws. You and we agree to comply with our respective obligations under privacy laws applicable to the collection, storage, use, and processing of Personal Information.

Our Data Security Obligations

We will maintain commercially reasonable administrative, physical, and technical safeguards designed for the protection, confidentiality, and integrity of your data. We, along with any third-party vendors and hosting partners we use to provide the Portal Services, will:

(a) use information security practices for transmitting and storing your content, adhering to industry standards; (b) employ information security practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability, and patch management; and (c) ensure its data hosting facilities maintain industry standards for security and privacy.

User Data

Key Definitions

  • “Aggregate Data” means aggregated data or information created from Omnius’ technical logs, data, analytics, reports, and learnings about a User’s use of the Portal.
  • “User Data” means any data, content, files, communications, or materials that a User posts or uploads through its account or provides to Omnius in connection with the Portal Services.

User Data Ownership

As between Omnius and you, if you are a Client, you own all your User Data. Except as allowed by the Terms of Service, Omnius will have no right or license to use your User Data. All other rights in your User Data are reserved by you.

Our Rights to Use User Data

If you are a Client, you grant Omnius and its applicable contractors a non-exclusive, royalty-free, worldwide right to copy, transmit, display, store, analyze, back-up and otherwise use your User Data for: (i) providing the Portal and Portal Services to you; (ii) collecting and creating Aggregate Data; and (iii) otherwise to perform our obligations under the Terms of Service under those terms.

You must obtain all necessary consents from relevant individuals to enable us to collect, use, hold and process your User Data under this Agreement.

Aggregate Data

Omnius may collect or create Aggregate Data and use it to operate, improve and support the Portal, develop new services or product offerings, and for other lawful business purposes, so long as such Aggregate Data: (i) includes no personal information or user content; (ii) does not otherwise identify any User or any natural person or Organization; and (iii) aggregated among Users. We will be the owners of all rights in Aggregate Data.


License by Users to Feedback and Suggestions

If you provide us with feedback or suggestions about the Portal or our marketing, promotion, or provision of our services, we may use all feedback or suggestions any way and without compensation. You grant to Omnius a worldwide, perpetual, irrevocable, royalty-free license to use, copy, display, distribute, reveal, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction, or other feedback made by you or through your account relating to the Portal or our marketing, promotion, or provision of our services.

Record Keeping and Backups

Your Record Keeping Obligations

You are solely responsible for the creation, storage, and backup of your User Data and any records of your use of the Portal.

Backups and Archiving by Omnius

We take standard industry measures to backup all User Data. Omnius’ backup services are designed to facilitate restoration of your User Data to the server or device from which your User Data originated if the primary data is lost or corrupted.

Omnius will retain your User Data following any cancellation or termination of your access to the Portal Services. Following any cancellation or termination of your access to the Portal Services, you will have ninety days to retrieve any of your User Data.

Omnius may retain your User Data for as long as is necessary to meet its obligations under Applicable Laws. Omnius may also retain your User Data when your User Data has been archived in Omnius’ backup systems, in which case will protect such User Data using its standard data security practices and will eventually delete your User Data in compliance with our retention and deletion policies.

User Data Export

If you are a Client, you can download or export your data files at any time and at no charge. You may ask to export all of your User Data at any time up to ninety days after termination of access to your account or your relationship with Omnius. We will provide you with an export of all your User Data in a file format of our choosing at no charge. Any additional reasonable User Data export requests or requirements will be on terms mutually agreed to by Omnius and you.

  1. Portal Accounts

You must register and activate an account to access and use certain features of the Portal. You acknowledge that Omnius reserves the right to refuse service to anyone and to cancel User access at any time, subject to any restrictions under Applicable Laws.

Registration and Acceptance

You understand that by using the Portal, including by creating an account, you agree to be bound by and abide by the Terms of Service. If you use the Portal on behalf of an Organization, including by creating an account as an agent on behalf of an Organization, you agree to the Terms of Service on behalf of such Organization and in doing so you represent and warrant you have the authority to bind that Organization to the Terms of Service and agree that you are binding both yourself and that Organization to the Terms of Service.

To register and activate an account for the Portal, you must complete the account profile and provide all requisite information. You must provide Omnius with this proof of identity as we may reasonably request occasionally and agree to supply true, correct, and complete information on your account profile and all registration and other forms you access on the Portal or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness.

You agree not to supply any false or misleading information about your identity, location or your business and to correct any information like this that is or becomes false or misleading. If you provide any false or misleading information, we reserve the right to remove or disable your account without notice.

Your provision of registration information including in connection with the creation and activation of your account and any submissions you make to the Portal through any functionality such as applications, orders, personal profiles, email and other such functions constitute your consent to all actions we take regarding the management, storage and use of this information under the Terms of Service.

Account Security

You have an important part to play in data protection and data security. Any account username, password or any other piece of information chosen by you or provided to you by the Portal as part of our security procedures must be treated as confidential, and you must not disclose such information to any other individual or entity.

You must implement and actively maintain appropriate security arrangements, including physical security, password, and encryption tools, sharing usage guidelines with anyone in your Organization, use of reputable anti-virus software and use of other reasonable security measures.

You agree to notify us immediately upon suspicion of any unauthorized access to, or use of, your account, username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of your use of the Portal. You are responsible for any password misuse or any unauthorized access to your account.

We may introduce security features to make your account more secure, such as multi-factor authentication. We may require you to adopt some of these features. Where we make the use optional, you are responsible (and we are not liable) for any consequences of not using those features, although their use is strongly encouraged.

Omnius reserves the right at any time and sometimes, to disable or terminate your Account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including, but not limited to, your violation of any provision of the Terms of Service.

Upon termination or disablement of your account, we will not provide you with any refunds or credits of any kind. If we disable or terminate your Account you are prohibited from registering and creating a new Account under your name or email address, a fake or borrowed name or the name of any third-party, even if you may act on behalf of the third-party.

You are prohibited from trying to get around and from violating the security of the Portal including without limitation: (i) accessing content and data that is not intended for you; (ii) trying to breach or breaching the security or authentication measures without authorization; (iii) restricting, disrupting or disabling Portal Services; (iv) illicitly reproducing TCP/IP packet header; (v) disrupting network services and otherwise disrupting Omnius’ ability to monitor the Portal; (vi) using any robot, data mining, spider or other automatic device, process or means to access the Portal for any purpose, including tracking or copying any of Portal’s content or confidential information; (vii) introducing any viruses, trojan horses, worms, logic bombs or other material that is malicious or technologically harmful; (viii) attacking the Portal via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; (ix) trying to decompile or reverse engineer any software on the Portal; and (x) otherwise trying to interfere with the proper working of the Portal. You may not use network monitoring or discovery software to determine the site architecture or extract information about usage or Users.

Account Registration

An individual, on their own behalf or on behalf of and as an authorized representative of an Organization, may create and register an account for the Portal as a Client. Only that authorized individual may use, access, and manage an account.

By registering an account on your own behalf, you represent, warrant and covenant that:

  1. you will use the Portal for your individual and legitimate legal affairs;
  2. you will follow the Terms of Service; and
  3. you are 18 years or older (or have otherwise reached the age of majority in your jurisdiction of residence) and have the capacity to form legally binding contracts.

By registering an account on behalf of an Organization you represent that you:

  1. are an authorized representative or agent of such Organization;
  2. will use the Portal for such Organization’s legitimate legal affairs;
  3. such Organization will follow the Terms of Service; and
  4. are 18 years or older (or have otherwise reached the age of majority in your jurisdiction of residence) and may form legally binding contracts on behalf of such Organization.
  1. Fees and Payments

Omnius, facilitates a payment infrastructure which enables Clients to pay any fees payable under a Service Contract.

We use the services of Zum Rails Inc. and Elavon Canada Company (“Payments Data Controllers") to process, route and deliver funds under Applicable Laws for supplying the Payment Services.

You agree that we may use the Payments Data Controllers and certain third-party vendors and service providers to process payments and manage your Payment Method information.

All prices, discounts, and promotions posted on the Portal are subject to change without notice. Omnius strives to display correct price information, but we may make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. Omnius reserves the right to correct any errors, inaccuracies, or omissions at any time and to cancel any Service Contracts arising from such occurrences.

Posted service fees do not include taxes or disbursement charges. All such taxes and disbursement charges will be added to the aggregate fee and will be itemized in the applicable final invoice for Services.

All Users agree that the payment services, including the charging and processing are ultimately subject to the policies of our Payments Data Controllers. The Payments Data Controller’s Privacy Policy and other legal information Is located here:

https://zumrails.com/privacy-policy/

https://www.elavon.ca/privacy-policy.html

Default and Non-Payment of Fees

Whenever a Client is in “Default”, Omnius will have the right to the remedies described in the Terms of Service in addition to any other remedies that may be available under Applicable Law.

A Client is deemed in Default on the earliest occurrence of the following:

  1. The Client does not pay the service Fees or any other amounts when due under a Service Contract or the Terms of Service;
  2. The Client fails, within a reasonable period but no more than 30 days, to remedy a payment default; or
  3. The Client starts a chargeback with a bank or other financial institution such that a charge to the Client’s payment method for service fees or any other amount due under these Terms is reversed or returned to the Client; or
  4. The Client takes other actions or takes no action that results in a negative or past-due balance in such Client’s account.

If a Client is in Default, Omnius may, without notice, temporarily or permanently close the Client’s account and revoke the Client’s access to the Portal. Despite the foregoing, the Client will remain responsible for any fees and any other amounts outstanding at the time of Default.

Interest on Default

Without limiting other remedies, a Client in Default will pay Omnius upon demand for any service fees and any other amounts outstanding at the time of Default, plus interest on such outstanding amounts, calculated at the lesser of two percent (2%) per month or the maximum interest allowed by Applicable Law, and legal fees and other costs of enforcement and collection.

At Omnius’ discretion and to the extent permitted by Applicable Law, when dealing with a Client in Default, Omnius may: (i) make appropriate reports and disclosures to credit reporting agencies and law enforcement authorities; and (ii) cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution of such Client in Default.

  1. Confidentiality

Use and Protection

As recipient, Omnius will (a) use Confidential Information only to fulfill its obligations and exercise its rights under the Terms of Service, (b) not disclose Confidential Information to third-parties without the discloser’s prior approval, except as permitted in the Terms of Service and (c) protect Confidential Information using at least the same precautions recipient uses for its own similar information and no less than a reasonable standard of care.

Permitted Disclosures

The recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for Omnius, its subcontractors referenced below (Subcontractors), provided it remains responsible for their compliance with this Section (Confidentiality) and they are bound to confidentiality obligations no less protective than this Section.

Exclusions

These confidentiality obligations do not apply to information that the recipient can document (a) is or becomes public knowledge through no fault of the recipient, (b) it rightfully known or possessed, without confidentiality restrictions, prior to receipt from the disclosure, (c) it rightfully received from a third-party without confidentiality restrictions or (d) it independently developed without using or referencing Confidential Information.

Legally Required Disclosures

The recipient may disclose Confidential Information (including User Data) to the extent required by Applicable Laws. Subject to the foregoing sentence, the recipient may furnish only that portion of the Confidential Information that it is legally compelled or otherwise legally required to disclose. If permitted by Applicable Law, the recipient will give the disclosure reasonable advance notice of the required disclosure and reasonably cooperate, at the discloser’s expense, to obtain confidential treatment for the Confidential Information.

  1. Disclaimer of Warranty

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PORTAL, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PORTAL IS AT YOUR OWN RISK. THE PORTAL, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PORTAL ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NEITHER OMNIUS NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE PORTAL OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER OMNIUS NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PORTAL WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PORTAL OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE PORTAL WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE PORTAL AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PORTAL OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

  1. Limitation of Liability

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL OMNIUS NOR ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS (COLLECTIVELY, THE “OMNIUS REPRESENTATIVES”) BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE OMNIUS REPRESENTATIVE WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE PORTAL, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY OMNIUS CONTENT, WEBSITE MATERIALS, POSTING, OR INFORMATION EVEN IF THE PARTY WERE ALLEGEDLY ADVISED OR HAD REASON TO KNOW.

Without limitation, the above limitation of liability includes and absolves the Omnius Representatives from liability for any damages or losses caused by or relating to:

  1. delays or disruptions in our Portal;
  2. viruses or other malicious software obtained by accessing, or linking to, our Portal;
  3. any loss, damage, or unauthorized access, disclosure, use or breach of security of any personal information in Omnius’ possession, custody, or control, or otherwise held or processed on its behalf;
  4. observation by government or malicious actors through any means;
  5. glitches, bugs, errors, or inaccuracies of any kind in or on our Portal;
  6. damage to your hardware device from the use of the Portal;
  7. the content, actions, or inactions of third-parties regarding the Portal;
  8. a suspension or other action taken regarding your account; and
  9. your need to change practices, content, or behavior or your loss of or inability to do business, because of changes to the Terms of Service.

THE OMNIUS REPRESENTATIVES ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PORTAL, AND THE OMNIUS REPRESENTATIVES WILL NOT BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF A OMNIUS REPRESENTATIVE WERE ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR RELIANCE ON ANY LEGAL SERVICE CONTRACT OR LEGAL SERVICES DELIVERED THROUGH THE PORTAL.

  1. Indemnification

This Section discusses your agreement to pay for any costs or losses we may suffer due to a claim brought against us related to your use of the Portal or your illegal or harmful conduct, as detailed below.

You will indemnify, defend, and hold harmless Omnius, our affiliates, and our respective directors, officers, employees, representatives, partners, and agents (each an “Indemnified Party”) from all third-party claims, losses and liabilities of any kind relating to or arising out of:

  1. the use of the Portal by you or your agents, including any payment obligations or default incurred through using the Portal;
  2. your User Data;
  3. any claim related to a Service Contract or the delivery (or failure of delivery) of services through the Portal;
  4. failure to follow the Terms of Service by you or your agents;
  5. failure to follow Applicable Law by you or your agents;
  6. negligence, willful misconduct, or fraud by you or your agents; and
  7. defamation, libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by you or your agents.

For this Section, your agents will include any person with apparent authority to access or use your account, as shown by using your username and password.

  1. Omnius Remedies

Subject to Applicable Laws, without limiting our other rights or remedies, Omnius may, in our sole determination, temporarily or indefinitely: (i) deny any account registration; (ii) refuse to provide any Portal Services to you; or (iii) deactivate or suspend your Account.

If your account is temporarily or permanently deactivated or suspended, you may not use the Portal under a different account or re-register under a new account without Omnius’ prior written consent.

Except as otherwise required by Applicable Law, if your account is deactivated or suspended you may lose access to any data, messages, files, or other material or documentation stored in your account and any deactivation or suspension of your account may involve the deletion of any data, messages, files, or other material or documentation stored in your account for which Omnius will have no liability. Omnius, in its sole discretion and as permitted or required by Applicable Law, may keep some or all of your account information.

Subcontractors

We may use subcontractors and permit them to exercise our rights and fulfill our obligations, but we remain responsible for their compliance with the Terms of Service and for our overall performance under the Terms of Service.

  1. User Claims and Dispute Resolutions (Arbitration Provisions)

If a dispute arises between you and Omnius, our goal is to resolve the dispute quickly, cost-effectively, and in a friendly way.

You agree to resolve any claim, dispute, or controversy arising out of or relating to your use of the Portal or otherwise arising out of or relating to your relationship with Omnius or the Portal or the termination of any relationship like this (each, a “Claim”) under the following dispute resolution provisions (“Arbitration Provisions”).

The Arbitration Provisions apply to all Users and Claims are governed by and will be construed following the laws of the Province of Quebec, Canada. The Terms of Service and the Arbitration Provisions continue to survive and apply after your relationship with Omnius ends.

Before serving a demand for arbitration of a Claim, you agree to first tell Omnius about the Claim by email to dpo@omniusgroup.ca (a “Claim Notice”). You shall then seek informal voluntary resolution of the Claim. A valid Claim Notice must include all pertinent account information and an adequate description of the Claim so that Omnius may evaluate the merit of the Claim and try to resolve the Claim.

In the unlikely event the parties cannot resolve a Claim within 60 days following Omnius‘ receipt of a Claim Notice, you agree to only seek other resolution of the Claim by final and binding arbitration before a neutral arbitrator selected by Omnius instead of a court or jury.

Except as otherwise permitted by Omnius, arbitration will be conducted in Montreal, Quebec.

Any party may appear at the arbitration by telephone or video rather than in person.

The arbitrator must follow and apply laws of the Province of Quebec and may award only remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

Despite any other provision of these Terms, no amendment to the Arbitration Provisions will apply to any matter pending in an arbitration proceeding brought under the Arbitration Provisions unless all parties to that arbitration consent in writing to that amendment.

These Arbitration Provisions are the complete agreement relating to formally resolving Claims and all Claims will be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the User agreed to arbitrate its Claim, including, but not limited to, any Claim that all or part of these Arbitration Provisions or any other part of the Terms of Service is void or voidable.

If any portion of these Arbitration Provisions are treated as unenforceable, the rest of these Arbitration Provisions will be enforceable. If any part of the Class Action Waiver is deemed unenforceable, you agree these Arbitration Provisions will be enforced as much as the law allows.

Class Action Waiver

You agree to bring any Claim in arbitration individually only, and not on a class or collective basis on behalf of others. There will be no right or authority for any Claim to be brought, heard, or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”).

Despite any other provision of these Terms, disputes about the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator.

Opt Out of Arbitration Provision

You may opt out of the preceding Arbitration Provisions by telling Omnius in writing within 30 days of the date you first registered for the Portal. To opt out, you must send a written notification to Omnius at dpo@omniusgroup.ca, that includes:

  1. Your account details;
  2. Your name;
  3. Your address;
  4. Your telephone number;
  5. Your email address; and
  6. A statement saying you wish to opt out of the Arbitration Provision.
  1. General Provisions

Governing Law

The Terms of Service will be interpreted following the laws of the Province of Quebec and the federal laws of Canada applicable in it, without regard to conflict-of-law provisions.

Any legal proceedings not captured and governed by the Arbitration Provisions must be brought in the courts of Montreal, Quebec, Canada unless Omnius agrees to some other location in its sole discretion.

You submit and consent to venue and personal jurisdiction in Montreal, Quebec, Canada.

Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be struck and will not affect the validity and enforceability of the remaining provisions.

Non-Assignability

You may not assign, transfer, or delegate your obligations under the Terms of Service and your rights and obligations without our prior written consent. Omnius may without restriction assign, transfer, or delegate any of its rights and obligations under this agreement, at its sole discretion, without notice to you.

No Waiver

Our failure to enforce any right or provision in these Terms will not be a waiver of such right or provision unless agreed to by us in writing. Except as expressly stated in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under Applicable Laws.

Entire Agreement

Except as they may be supplemented by other terms, policies, guidelines or standards, the Terms of Service are the entire agreement between Omnius and the User about the topic of it and supersede any prior oral or written understandings or agreements between Omnius and you in relation to your access to, and use of, the Portal.

Defined Terms

  •  “Applicable Laws” means any applicable statute, law, regulation, rule, court order, common law, judgment, decree, other requirement, or rule of law of any Governmental Authority having jurisdiction over Omnius and the Portal;
  • “Application” means the Website and any applicable web, mobile, tablet or other smart-device applications, and application program interfaces;
  • “Client” means a User, being an individual or Organization, that creates an account to ask for Services. When a User creates an account to ask for Services for themself, as an individual, then Client means that individual. When a User creates an account on behalf of and as an authorized representative or as an agent of an Organization, then the Client means that Organization;
  • “Confidential Information” means information disclosed by or on behalf of one party (as discloser) to the other party (as recipient) under this Agreement, in any form, which (a) the discloser identifies to recipient as “confidential” or “proprietary”, or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Omnius’ Confidential Information includes technical or performance information about the Portal and information about its business plans, prices, financial information, and trade secrets. A Client’s Confidential Information includes their User Data;
  • “Government Authority” means any Canadian federal, provincial, territorial or municipal government or political subdivision thereof, or any agency of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (only if the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction;
  • “Indirect Taxes” means any harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value-added tax, use and excise taxes, and any similar taxes, duties, and charges of any kind imposed by any governmental authority in connection with the requisition and delivery of Services under a Service Contract;
  • “Mobile Features” means Portal features that enable Users to access the Portal using a mobile device, including by sending and receiving messages on your mobile device that relate to Omnius, the Portal or your account;
  • “Omnius Content” means documents and information, such as text, photos, audio, video, articles, blog posts, forms, templates, documents, or other materials and information created by Omnius or otherwise made available by Omnius through on or through the Portal, but excludes User Data;
  • “Organization” means any person other than a natural person, including a corporation, association (whether incorporated or unincorporated), society, partnership, limited partnership, trust, mutual fund, charity, or not-for-profit other than any governmental entity;
  • “Payments Data Controller” means Zum Rails Inc., Elavon Canada Company Inc. and their affiliates;
  • “Portal” means the Website, Application and Portal Services;
  • “Portal Services” means all associated services facilitated by the Website and the Application;
  • “Privacy Policy” means the most recent version of the Privacy Policy posted at the following link: https://portal.omniusgroup.ca/privacy-policy;
  • “Personal Information” means personally identifiable information about you or your Organization, or information that would allow someone to contact you, or any other information that is defined as such under Applicable Laws;
  • “Service Contract“ means any written or electronic agreement entered into between the Client and Omnius, whether executed through the Portal or by other means, under which Omnius agrees to provide Services, as described in the relevant scope of work or accompanying documentation.;
  • “Services“ means any accounting, tax, consulting, or related professional services provided by Omnius, and any other support or deliverables agreed upon in a Service Contract or otherwise requested by the Client;
  • “Terms” means these Terms of Use;
  • “Terms of Service” means the Terms together with the Privacy Policy;
  • “User” means any visitor to or user of the Portal, including a Client. The words “you” and “your” refer to a User;
  • “Website” means omniusgroup.ca and any subdomains of it, and any other websites through which Omnius makes its services available.