Terms of Service

These Terms of Service ("Terms") govern all professional services provided by Darci Lee Solutions Inc., operating as AbsoluteOps ("Company," "we," "us," or "our") to clients ("Client," "you," or "your").

By engaging our services, you agree to be bound by these Terms and any applicable Service Agreement (Partnership Agreement, Project Agreement, or other service contract).

1. DEFINITIONS

"Service Agreement" means any Partnership Agreement, Project Agreement, or other contract executed between Company and Client that references these Terms.

"Services" means the professional operational consulting, fractional COO, and operations management services provided by Company and its Team as described in the applicable Service Agreement, including but not limited to operational optimization, systems implementation, process development, vendor coordination, team management, project management, virtual assistance, technical support, marketing support, and strategic planning.

"Team" or "Team Members" means any individuals engaged by Company to perform Services on Company's behalf, including but not limited to employees, independent contractors, subcontractors, fractional COOs, project managers, coordinators, virtual assistants, technical support specialists, marketing support specialists, and other personnel. All Team Members operate under Company's direction and are bound by Company's confidentiality, data handling, and professional standards. Client's contractual relationship is with Company, not with individual Team Members.

"Confidential Information" means any non-public information disclosed by one party to the other, including but not limited to business plans, financial data, customer lists, operational processes, strategic initiatives, proprietary materials, system credentials, and any information marked or reasonably understood to be confidential.

"Materials" means all templates, guides, processes, methodologies, systems, documents, frameworks, standard operating procedures, or other work product created or provided by Company or its Team.

"Deliverables" means specific work product or outcomes specified in the Service Agreement.

"Digital Products" means any digital courses, templates, guides, toolkits, frameworks, or other digital resources created and sold by Company through its website, funnels, or other distribution channels.

"Business Day" means any day other than Saturday, Sunday, or statutory holidays in British Columbia, Canada or the United States.

"Platform" means Company's website at www.absoluteops.co and any associated sales pages, funnels, client portals, or digital product delivery systems.

2. SERVICE DELIVERY

2.1 Professional Standard

Company and its Team will perform Services with the care, skill, and diligence of a reasonably competent professional in the field of operations management and fractional COO services.

2.2 Service Modifications

Company reserves the right to modify service delivery methods, tools, or approaches as needed to achieve optimal results, provided such modifications do not materially alter the scope defined in the Service Agreement.

2.3 Scope, Budget, and Priority Management

Client selects a service budget and Company delivers Services within that budget. Scope and objectives are discussed collaboratively at the outset and are expected to evolve as the engagement progresses, priorities shift, and new needs are identified through regular check-ins and strategy sessions.

2.4.1 Flexible Scope Within Budget. Company and Client work together to determine priorities within the agreed budget. As the engagement progresses, priorities may shift based on business needs, discoveries during service delivery, or changing market conditions. Company will communicate with Client about priority trade-offs — if new work is added, existing work may need to be deprioritized or timelines adjusted to stay within budget.

2.4.2 Budget Boundaries. Work performed by Company's Team is tracked and managed within the agreed budget. If Client's requests or evolving priorities would require work beyond the current budget, Company will notify Client before proceeding. Additional work beyond the agreed budget requires Client's written approval and may be handled through a budget increase, a change order, or a separate Service Agreement.

2.4.3 Out-of-Scope Requests. If any party — including Client, Client's team members, or other stakeholders — requests work from Company's Team Members that falls outside the scope or budget of the Service Agreement, Company will flag the request and provide an estimate for the additional work before proceeding. Company's Team Members are not authorized to accept out-of-scope work without Company's approval. Client agrees not to direct Company's Team Members to perform work outside the agreed scope without going through Company's designated point of contact.

2.4.4 Scope Documentation. While scope is expected to be flexible and evolving, significant changes in direction, major new initiatives, or material changes to the engagement should be documented in writing (email is sufficient) to ensure mutual understanding. Company will document key decisions and priority changes through regular project updates and meeting notes.

2.4 Team Structure and Composition

Company delivers Services through a team that may include, depending on the engagement, a fractional COO, project managers, junior coordinators, virtual assistants, technical support specialists, marketing support specialists, and other operational personnel. Team Members may be employees or independent contractors of Company.

2.4.1 Client's Relationship is with Company. Client's contractual relationship is solely with Company (Darci Lee Solutions Inc.), not with any individual Team Member. All work performed by Team Members is performed on behalf of Company and under Company's direction, supervision, and quality standards.

2.4.2 Team Assignment and Changes. Company determines the appropriate Team Members to assign to each engagement based on skill requirements, availability, and scope. Company may change, add, remove, or reassign Team Members at its discretion without Client's prior approval, provided such changes do not materially diminish the quality of Services. Company will notify Client of significant changes to their assigned team as a courtesy.

2.4.3 Team Member Conduct. Company ensures that all Team Members assigned to Client's engagement are bound by confidentiality agreements, data handling obligations, and professional standards consistent with these Terms before being granted access to Client's information or systems.

2.4.4 Non-Solicitation of Team. During the term of the Service Agreement and for twelve (12) months following its termination, Client agrees not to directly or indirectly solicit, recruit, hire, or engage any of Company's Team Members who were involved in delivering Services to Client, whether as an employee, independent contractor, or through any other arrangement. If Client wishes to hire or engage a Team Member, Client must obtain Company's prior written consent. Company may, at its discretion, grant consent subject to a placement fee as agreed in writing. This restriction applies to Team Members Client became aware of or was introduced to through the engagement with Company. This provision does not restrict Client from hiring individuals who independently respond to general public job postings without solicitation by Client.

2.4.5 Subcontractors. Company may engage additional subcontractors or specialists to perform portions of the Services. Company remains responsible for work performed by its subcontractors. Client-hired specialists or contractors are not Company's responsibility.

2.4.6 No Employment Relationship. Team Members assigned to Client's engagement are not employees, agents, or representatives of Client. Client shall not direct, supervise, or control Team Members except through Company. Client shall not provide Team Members with Client-branded email addresses, business cards, titles, or other materials that suggest an employment or agency relationship with Client, unless expressly agreed to in the Service Agreement.

2.5 Use of AI Tools

Company uses artificial intelligence tools (including but not limited to Claude, ChatGPT, Grok, and Midjourney) as part of its service delivery to assist with content creation, operational analysis, data organization, research, communication drafting, and visual asset creation. Company maintains the following safeguards when using AI tools in connection with Client work:

• Sensitive personal information (such as Social Insurance Numbers, Social Security Numbers, banking details, or passwords) is never inputted into AI tools

• Client data is anonymized or de-identified before inputting into AI tools where feasible

• All AI-generated outputs are reviewed by a human before being used or delivered to Client

• Enterprise or professional-tier AI services are used where available

• No automated decisions with legal or significant effects are made solely by AI without human review

By engaging Company's Services, Client acknowledges and consents to Company's use of AI tools as described in this section. If Client objects to the use of AI tools for their engagement, Client must notify Company in writing before Services begin. Company will accommodate such requests where reasonably practicable, though this may impact pricing, timelines, or scope.

2.6 Communication Channels

Company uses various communication tools in delivering Services, including email (Google Workspace), project management platforms (ClickUp), video conferencing, screen recording tools (Loom, Snagit, Descript), and encrypted messaging (Signal). Client acknowledges that:

• Communications via Signal may be configured with disappearing messages and may not be retained after the specified period

• Screen recordings may be created during meetings, training sessions, or service delivery for documentation and quality purposes

• Important business decisions, approvals, and scope changes should be confirmed via email for the record

2.7 Working Hours and Response Times

Company and its Team operate within North American time zones (Pacific, Mountain, Central, and Eastern). Services are generally performed during standard business hours, Monday through Friday, excluding statutory holidays.

For active Partnership engagements, Company aims to respond to Client communications within one (1) Business Day. For project-based or other engagements, response times may vary and will be outlined in the Service Agreement.

In the event of an urgent matter or emergency, Company will make reasonable efforts to respond more promptly when able. However, emergency response is provided on a best-effort basis and is not guaranteed outside of standard business hours. Client should clearly mark urgent communications as such to help Company prioritize appropriately.

Response times apply to acknowledgment of the communication, not necessarily resolution of the issue. Complex requests may require additional time to address fully.

2.8 Client Delays and Cooperation

If Client delays in providing necessary information, access, approvals, or responses, timelines may be adjusted accordingly. Company is not liable for delays caused by Client's action or inaction. If Client is unresponsive for more than fourteen (14) consecutive Business Days during an active engagement, Company may pause Services and notify Client in writing. Services will resume upon Client's response, and timelines will be adjusted accordingly.

Client acknowledges that effective service delivery requires active cooperation. If Client's lack of cooperation materially impedes Company's ability to deliver Services — including but not limited to repeatedly canceling or missing scheduled meetings, failing to make necessary business decisions in a timely manner, frequently changing strategic direction without notice, withholding information or access required for service delivery, or failing to designate an authorized decision-maker — Company may notify Client in writing that cooperation is required to continue. If the issue is not resolved within ten (10) Business Days of written notice, Company may adjust timelines, reduce scope, or terminate the engagement. Fees for work already performed remain due regardless of Client's level of cooperation.

2.9 Force Majeure

Company is not liable for delays or failure to perform due to causes beyond reasonable control, including but not limited to acts of God, natural disasters, labor disputes, internet or utility failures, pandemics, government actions, cyberattacks, or other unforeseen circumstances.

2.10 Service Limitations

Company provides operational consulting and fractional COO services. We do not provide legal advice, accounting services, tax advice, investment advice, medical advice, or other licensed professional services. Clients should consult appropriate licensed professionals for such matters. Any recommendations made by Company regarding legal, financial, or tax matters are general in nature and should not be relied upon as professional advice in those fields.

2.11 Advisory Role Regarding Client's Personnel

When Company provides fractional COO, project management, or team coordination services, Company may advise on, coordinate with, or provide direction to Client's own employees, contractors, or team members as part of the Services. Client acknowledges and agrees that:

• Company acts in an advisory and coordination capacity with respect to Client's personnel — Company does not become the employer, co-employer, or joint employer of Client's team members

• All employment decisions regarding Client's personnel (including hiring, firing, disciplining, compensation, benefits, and classification) are made solely by Client

• Any recommendations Company makes regarding Client's personnel (including but not limited to performance concerns, restructuring, role changes, or termination) are advisory only. Client is solely responsible for evaluating and acting on such recommendations in compliance with applicable employment laws

• Company is not liable for any claims, losses, or liabilities arising from Client's employment decisions, even if those decisions were informed by Company's recommendations

• Client should consult with an employment attorney before making significant personnel decisions, particularly those involving termination, discipline, or changes to employment terms

2.12 Professional Liability Insurance

Company maintains professional liability insurance (Errors & Omissions) covering the Services provided under these Terms. Insurance details available upon written request.

2.13 Non-Exclusivity and Concurrent Engagements

Unless expressly stated otherwise in the Service Agreement, the engagement between Company and Client is non-exclusive. Company serves multiple clients concurrently and may provide similar services to other businesses, including businesses that may be considered competitors of Client. Company will maintain confidentiality obligations as described in Section 6 and will not use Client's Confidential Information for the benefit of any other client.

Client is likewise free to engage other service providers concurrently. However, if another provider's work conflicts with or duplicates Company's Services, Client should notify Company to avoid inefficiency, conflicting implementations, or wasted budget.

3. FEES AND PAYMENT

3.1 Fees

Service fees are specified in the applicable Service Agreement. All fees are in the currency specified in the Service Agreement (CAD or USD).

3.2 Payment Terms

Unless otherwise specified in the Service Agreement:

• Invoices are due upon receipt

• Payment is considered overdue after fourteen (14) days from invoice date

• Accepted payment methods are specified in the Service Agreement

3.3 Late Payment

Overdue amounts accrue interest at 2% per month (26.82% annually), compounded monthly, until paid in full.

3.4 Taxes

Client is responsible for all applicable taxes in their jurisdiction. Company will add applicable Canadian taxes (GST/HST) to invoices for Canadian clients in accordance with Canadian tax law. Services exported to non-Canadian clients are typically zero-rated for GST/HST. Client is responsible for determining and remitting any applicable taxes in their own jurisdiction, including VAT for EU/UK clients and sales tax for US clients.

3.5 Processing Fees

Credit card payments may incur processing fees as specified in the Service Agreement. Such fees are non-refundable.

3.6 Expenses

Unless otherwise specified in the Service Agreement, Company does not charge for ordinary business expenses (internet, software, office supplies). Any extraordinary expenses (travel, special software purchases, etc.) require Client's prior written approval.

3.7 Non-Payment Consequences

If Client fails to pay any invoice when due, Company may:

• Suspend Services until payment is received

• Terminate the Service Agreement

• Withhold delivery of Deliverables

• Pursue collection through legal means

• Charge interest as specified in Section 3.3

• Recover reasonable collection costs and attorneys' fees

Company reserves all rights and remedies available at law or in equity.

3.8 Fee Adjustments

Company may adjust fees for ongoing or renewal engagements with thirty (30) days written notice. Fee adjustments do not apply retroactively to work already performed or to fixed-price projects already under contract.

4. DIGITAL PRODUCTS

4.1 Scope

This section applies to the purchase of Digital Products sold through Company's Platform, including but not limited to digital courses, templates, guides, toolkits, frameworks, and other downloadable or accessible digital resources.

4.2 License

Upon purchase and full payment, Company grants Client a limited, non-exclusive, non-transferable, revocable license to use the Digital Product for Client's own personal or business use. Client may not resell, redistribute, share, publish, or sublicense any Digital Product, in whole or in part, without Company's prior written consent.

4.3 No Guaranteed Results

Digital Products are provided for educational and informational purposes. Company does not guarantee specific business results, revenue increases, cost savings, or other outcomes from the use of any Digital Product. Results depend on many factors including but not limited to Client's effort, implementation, business model, and market conditions.

4.4 Refund Policy for Digital Products

Due to the nature of digital goods, all Digital Product sales are final and non-refundable once access has been granted or the product has been delivered/downloaded. If a Digital Product is materially defective (corrupted file, missing content, wrong product delivered), Client may request a replacement or refund within seven (7) days of purchase by contacting hello@absoluteops.co.

4.5 Access and Delivery

Digital Products are delivered electronically. Company is not responsible for delivery failures caused by Client's email filters, incorrect email address, internet connectivity issues, or technical limitations on Client's end. Access to hosted Digital Products (courses, membership content) may be time-limited as specified at the time of purchase.

4.6 Updates

Company may update Digital Products from time to time. Company is not obligated to provide updates to previously purchased Digital Products unless expressly stated at the time of purchase.

4.7 Intellectual Property in Digital Products

All Digital Products remain the intellectual property of Company. The purchase of a Digital Product does not transfer ownership of the underlying intellectual property. Client may not claim authorship of any Digital Product or derivative works based on Company's Digital Products.

5. INTELLECTUAL PROPERTY

5.1 Company's Pre-Existing IP

Company retains all rights, title, and interest in:

• Pre-existing methodologies, frameworks, and processes

• General operational knowledge and expertise

• Templates and tools in their generic form

• Digital Products and their underlying content

• Company's brand, trademarks, and business systems

• Training materials and standard operating procedures in their generic form

5.2 Client's Pre-Existing IP

Client retains all rights, title, and interest in:

• Client's business information and data

• Client's existing processes, systems, and materials

• Client's brand, trademarks, and business assets

5.3 Work Product Ownership

Upon full payment of all fees:

• Client owns all Deliverables and work product created specifically for Client's business

• Client owns all customized templates, systems, and documentation created for Client's business

• Client owns all strategic plans, roadmaps, and operational documentation created for Client's business

5.4 License to Company

Client grants Company a perpetual, worldwide, royalty-free license to:

• Use general methodologies and approaches developed during Services (without Client's Confidential Information) with other clients

• Reference the nature of work performed (without Client's Confidential Information) in Company's portfolio or case studies

• Use generic versions of templates and frameworks (without Client's Confidential Information) with other clients

5.5 Attribution

Company may request attribution when Client shares or publishes Materials. However, failure to provide attribution does not constitute breach of these Terms.

5.6 Third-Party Materials

Company may incorporate third-party tools, software, or materials in delivering Services. Client's use of such third-party materials is subject to their respective licenses and terms.

6. CONFIDENTIALITY

6.1 Confidentiality Obligation

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information

• Not disclose Confidential Information to third parties without prior written consent

• Use Confidential Information solely for purposes of the Service Agreement

• Protect Confidential Information with the same degree of care used to protect its own confidential information, but in no event less than reasonable care

6.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach by the receiving party

• Was rightfully possessed by the receiving party prior to disclosure

• Is rightfully received from a third party without confidentiality obligations

• Is independently developed without reference to the disclosing party's Confidential Information

• Must be disclosed by law, regulation, or court order (with prompt notice to allow protective measures)

6.3 Permitted Disclosures

Company may disclose Client's Confidential Information to:

• Company's Team Members who need to know for service delivery and who are bound by confidentiality obligations consistent with these Terms

• Professional advisors (attorneys, accountants) under professional obligations of confidentiality

• AI tools as described in Section 2.5, subject to the safeguards outlined therein

6.4 System Access and Credentials

When Company and its Team are granted access to Client's systems, platforms, or accounts:

• Credentials are stored in encrypted password management systems (1Password) and never in plaintext, email, or unsecured locations

• Access is provisioned on a need-to-know basis and limited to the specific Team Members who require it for their assigned tasks

• Individual Team Members are given the minimum level of access necessary for their role (e.g., a VA handling inbox management does not need access to financial systems)

• Company maintains a record of which Team Members have access to which Client systems

• Access is revoked promptly upon engagement completion, Team Member departure, or change in Team Member assignment

• Company will not change Client's passwords or lock Client out of their own systems without prior written consent

• Client is responsible for revoking any direct access granted to Company's Team Members on Client's own platforms upon engagement completion

• If Client grants access directly to a Team Member (e.g., inviting them to a platform by email), Client should notify Company so access can be tracked and revoked appropriately

6.5 Return of Information

Upon termination or request, each party will return or destroy the other party's Confidential Information, except as required for legal compliance or to enforce rights under the Service Agreement.

6.6 Survival

Confidentiality obligations survive termination of the Service Agreement for five (5) years.

7. CLIENT REPRESENTATIONS AND WARRANTIES

Client represents and warrants that:

7.1 Client has the authority to enter into the Service Agreement and these Terms.

7.2 All information provided to Company is accurate, complete, and not misleading.

7.3 Client owns or has rights to all information, data, and materials provided to Company.

7.4 Company's use of Client-provided information will not infringe any third-party rights.

7.5 Client will comply with all applicable laws and regulations in its business operations, including applicable data protection and privacy laws.

7.6 Client will provide accurate information about its business, including financial, operational, and legal matters relevant to Services.

7.7 Client has obtained all necessary consents from its customers, employees, and contractors for Company to access and process their data as part of the Services.

7.8 Client will promptly inform Company of any data handling restrictions, regulatory requirements, or legal obligations that may affect how Company performs the Services.

8. WARRANTIES AND DISCLAIMERS

8.1 Company's Limited Warranty

Company warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards.

8.2 No Guaranteed Results

Company does not guarantee specific business results, revenue increases, cost savings, or other outcomes. Business success depends on many factors beyond Company's control, including Client's implementation, market conditions, team performance, and business decisions.

8.3 No Warranty on Client Implementation

Company is not responsible for results if Client:

• Fails to implement recommendations

• Implements recommendations incorrectly

• Modifies Deliverables without Company's involvement

• Fails to maintain systems or processes after Company's engagement ends

• Fails to provide accurate or complete information during the engagement

8.4 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY STATED IN SECTION 8.1, SERVICES, MATERIALS, AND DIGITAL PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.5 Third-Party Tools and Vendor Recommendations

Company makes no warranties regarding third-party tools, software, or platforms recommended or used in delivering Services. Client acknowledges that third-party tools are subject to their own terms of service, availability, pricing changes, and potential discontinuation, none of which are within Company's control.

When Company recommends, evaluates, or implements third-party tools or vendors as part of the Services, such recommendations are based on Company's professional judgment and experience at the time of the recommendation. Company is not liable for any subsequent changes to the tool or vendor, including but not limited to price increases, feature changes or removal, service outages or downtime, data breaches or security incidents caused by the vendor, discontinuation of the product or service, or changes to the vendor's terms of service or privacy practices. Client is responsible for independently evaluating and agreeing to the terms and conditions of any third-party tool before implementation. Company may earn referral fees or affiliate commissions from certain vendor recommendations. If applicable, Company will disclose such relationships upon Client's request.

8.6 AI-Generated Content

While Company reviews all AI-generated outputs before delivery, Company does not warrant that AI-assisted work product is free from errors, biases, or inaccuracies inherent to AI systems. Client is responsible for reviewing and validating all Deliverables before implementation in their business.

9. LIMITATION OF LIABILITY

9.1 Maximum Liability

Company's total liability for any claims arising from the Service Agreement, these Terms, or the purchase of Digital Products, whether in contract, tort, negligence, or otherwise, shall not exceed the total fees paid by Client to Company in the twelve (12) months preceding the claim.

9.2 Excluded Damages

IN NO EVENT SHALL COMPANY BE LIABLE FOR:

• INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES

• LOST PROFITS, LOST REVENUE, OR LOST BUSINESS OPPORTUNITIES

• LOSS OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES

• DAMAGES ARISING FROM CLIENT'S FAILURE TO IMPLEMENT RECOMMENDATIONS

• DAMAGES ARISING FROM CLIENT'S BUSINESS DECISIONS

• DAMAGES ARISING FROM THIRD-PARTY TOOL FAILURES, OUTAGES, OR DATA BREACHES

• DAMAGES ARISING FROM AI TOOL OUTPUTS OR AI-ASSISTED RECOMMENDATIONS

• DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO CLIENT'S SYSTEMS CAUSED BY CLIENT'S OWN SECURITY PRACTICES

• DAMAGES ARISING FROM CLIENT'S EMPLOYMENT OR PERSONNEL DECISIONS, INCLUDING DECISIONS INFORMED BY COMPANY'S RECOMMENDATIONS

This limitation applies even if Company has been advised of the possibility of such damages.

9.3 Client's Business Decisions

Client is solely responsible for all business decisions, including whether to implement Company's recommendations. Company provides guidance and expertise, but Client makes final decisions about its business operations.

9.4 Basis of Bargain

The limitations in this Section 9 are fundamental elements of the basis of the bargain between Company and Client. Company would not provide Services without these limitations.

10. INDEMNIFICATION

10.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless Company, its officers, directors, employees, agents, Team Members, and subcontractors from any claims, losses, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from:

• Client's breach of the Service Agreement or these Terms, including the non-solicitation provisions in Section 2.4.4

• Inaccuracy of Client's representations or warranties

• Client's business operations or decisions

• Client's use of Deliverables or Digital Products in a manner not authorized by the Service Agreement or these Terms

• Third-party claims related to Client's products, services, or business practices

• Client's violation of applicable laws or regulations

• Client's failure to obtain necessary consents for Company to access or process data

• Unauthorized redistribution or sharing of Digital Products

10.2 Company Indemnification

Company agrees to indemnify Client from claims that Company's Services or Deliverables infringe third-party intellectual property rights, provided:

• Client promptly notifies Company of the claim

• Company has sole control of the defense and settlement

• Client reasonably cooperates in the defense

If Services or Deliverables are found to infringe, Company may, at its option:

• Obtain rights for Client to continue using them

• Modify them to be non-infringing

• Replace them with non-infringing alternatives

• Refund fees paid for the infringing portion

10.3 Indemnification Procedure

The indemnified party must:

• Promptly notify the indemnifying party in writing of any claim

• Cooperate reasonably in the defense

• Allow the indemnifying party to control defense and settlement

• Not settle any claim without the indemnifying party's prior written consent

11. TERMINATION

11.1 Termination for Convenience

Either party may terminate the Service Agreement as specified in that agreement. Unless otherwise specified, either party may terminate with thirty (30) days written notice.

11.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches the Service Agreement or these Terms and fails to cure within fourteen (14) days of written notice

• Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors

• Ceases business operations

11.3 Effect of Termination

Upon termination:

• Client must pay all fees for Services performed through termination date

• Company will deliver any completed Deliverables upon payment

• Each party will return or destroy the other's Confidential Information (except as needed for legal compliance)

• Company will revoke all Team Member access to Client's systems within one (1) Business Day

• Client should revoke any direct access granted to Company's Team Members on Client's platforms

• Sections that by their nature should survive (Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Data Protection, Non-Solicitation) will continue in effect

11.4 Transition and Knowledge Transfer

Unless otherwise specified in the Service Agreement, the engagement does not include a formal transition or knowledge transfer period after termination. If Client requires a transition period, handoff documentation, training for Client's internal team, or other knowledge transfer activities, these may be arranged as follows:

• If requested before or at the time of termination notice, Company will provide a proposal for transition services including scope, timeline, and fees

• Transition services are billed at Company's then-current hourly rate unless otherwise agreed

• Company will make reasonable efforts to ensure continuity, including providing documentation of processes, systems, and workflows implemented during the engagement

• Company is not obligated to train Client's team on general operational skills or methodologies beyond what was specifically implemented for Client

If the Service Agreement includes a transition period, the terms of that transition will be as specified in the Service Agreement.

11.5 No Refunds

Except as expressly stated in the Service Agreement, fees paid for Services are non-refundable. Digital Product refund terms are governed by Section 4.4.

11.6 Quality and Satisfaction

11.6.1 Project-Based Engagements — 30-Day Revision Period. For project-based engagements with defined Deliverables, Client may request revisions within thirty (30) days of delivery ("Revision Period"). To request revisions, Client must submit a written request specifying what aspects of the Deliverable do not meet expectations and how the Deliverable differs from the agreed scope or specifications. Company will review the request within five (5) Business Days and either (a) revise the Deliverable to meet specifications at no additional charge, or (b) if the request is outside the agreed scope, provide a change order for additional work. If Client does not request revisions within the Revision Period, or if Client uses the Deliverable in their business operations, the Deliverable is deemed accepted.

11.6.2 Project Revision Exclusions. The revision guarantee does NOT apply to revisions requested after the 30-day Revision Period, changes to scope or requirements not in the original Service Agreement, issues caused by Client's failure to provide complete or accurate information, issues caused by Client's modification of Deliverables without Company's involvement, Client's dissatisfaction with business results or outcomes, or subjective preferences not related to agreed specifications.

11.6.3 Partnership and Retainer Engagements. For ongoing partnership or retainer engagements, Client may raise quality concerns at any time through Company's designated point of contact. Company will acknowledge the concern within one (1) Business Day and work with Client to address it promptly. If a quality concern cannot be resolved to both parties' reasonable satisfaction after good faith discussion, either party may terminate the engagement with standard notice as outlined in Section 11.1.

11.6.4 Remedy Limitation. For project-based work, revision of the Deliverable is Client's sole remedy under this Section. For partnership work, the remedies are resolution through discussion or termination with standard notice. This Section does not entitle Client to refunds except as expressly stated in the Service Agreement.

12. MARKETING AND COMMUNICATIONS

12.1 Testimonials and Case Studies

With Client's prior written consent, Company may use Client's testimonial, name, logo, or anonymized results in marketing materials, case studies, website content, and social media. Client may withdraw consent at any time by notifying Company in writing, and Company will remove the materials within thirty (30) days.

12.2 Marketing Communications

By providing your email address or phone number through our Platform or Service Agreement, you may receive:

• Service-related communications (project updates, invoices, notifications) — these are not marketing and cannot be opted out of during an active engagement

• Marketing communications (newsletters, educational resources, service updates, promotions) — sent in accordance with applicable law

For active and former clients, Company may send marketing communications about similar services for up to two (2) years following the end of the engagement, as permitted under applicable law (including CASL's implied consent provisions). All marketing communications include an unsubscribe option. You may unsubscribe from marketing communications at any time by clicking the unsubscribe link in any email, replying STOP to any SMS message, or emailing hello@absoluteops.co with the subject "Unsubscribe." We will process unsubscribe requests within five (5) Business Days. Unsubscribing from marketing does not affect service-related communications during an active engagement.

12.3 SMS Communications

Company sends SMS or text messages only to individuals who have provided express written consent to receive them. Consent may be provided through a signed Service Agreement that includes SMS consent language, an opt-in checkbox on a web form, or a written or electronic request to receive SMS communications. By opting in, you consent to receive appointment reminders, service notifications, and marketing messages at the phone number you provide. Message frequency varies. Message and data rates may apply. Your consent to receive SMS is not a condition of purchasing any service or Digital Product. You may opt out at any time by replying STOP. Reply HELP for assistance. Opting out of SMS does not affect email or other communications.

13. DISPUTE RESOLUTION

13.1 Good Faith Negotiation

Before initiating formal proceedings, parties agree to attempt to resolve disputes through good faith negotiations for a period of not less than thirty (30) days.

13.2 Mediation

If negotiations fail within thirty (30) days, either party may request mediation by a mutually agreed mediator in British Columbia. Mediation costs will be shared equally unless parties agree otherwise.

13.3 Confidentiality

All dispute resolution efforts will be conducted on a confidential, without-prejudice basis.

13.4 Litigation

If mediation fails or a party refuses mediation, disputes will be resolved exclusively in the courts of British Columbia, Canada.

13.5 Attorney's Fees

The prevailing party in any litigation is entitled to recover reasonable attorneys' fees and costs.

13.6 Small Claims Exception

Notwithstanding the above, either party may bring an action in small claims court if the claim falls within that court's jurisdictional limits.

14. DATA PROTECTION AND PRIVACY

14.1 Privacy Policy

Company's collection, use, storage, and handling of personal information is governed by Company's Privacy Policy, available at www.absoluteops.co/privacy-policy. The Privacy Policy is incorporated into these Terms by reference. In the event of any conflict between these Terms and the Privacy Policy regarding data handling practices, the Privacy Policy controls.

14.2 Roles and Responsibilities

When Company accesses Client's customer data (email lists, customer information, payment data, etc.) in performing Services, Company acts as a data processor on Client's behalf. Client remains the data controller and is responsible for compliance with all applicable privacy laws in their jurisdiction, obtaining all necessary consents from their customers, employees, and contractors for Company to access and process their data, informing Company of any specific data handling requirements or regulatory restrictions, maintaining backups of critical business data, and ensuring that any data provided to Company has been lawfully collected.

14.3 Data Breach Notification

In the event of a data breach or unauthorized access to Client's Confidential Information or data, Company will notify Client within forty-eight (48) hours of discovering the breach, provide details of the breach, data affected, and remedial actions taken, and reasonably cooperate with Client's breach response efforts. Each party is responsible for its own costs related to breach notification and remediation, except where the breach was caused by the other party's negligence.

14.4 Data Return and Deletion

Upon termination or Client's written request, Company will return or securely delete Client data as requested. Company may retain copies as required for legal or tax compliance. Backup copies in automatic systems may persist for up to ninety (90) days. Company will provide written confirmation of deletion upon request.

14.5 Third-Party Tools

Company uses third-party tools to deliver Services. A current list of tools and how data is handled through them is available in our Privacy Policy. Company selects vendors with reasonable security and privacy practices but is not responsible for third-party vendor breaches, outages, or failures.

15. RECORD RETENTION

15.1 Project Files

Company retains project files, work product, and related documentation for twelve (12) months after completion of Services or termination of the Service Agreement ("Retention Period").

15.2 Financial Records

Company retains invoices, payment records, and financial documentation for seven (7) years in accordance with Canadian tax and business record requirements.

15.3 After Retention Period

After the Retention Period, Company may securely delete or destroy project files. Client is responsible for maintaining their own copies of Deliverables and documentation. Company is not obligated to provide copies after the Retention Period expires.

15.4 Client Requests

During the Retention Period, Client may request copies of project files or documentation. Company will provide such copies within ten (10) Business Days, subject to one free request per year and reasonable administrative fees for additional or complex retrieval requests.

15.5 Early Deletion

Client may request early deletion of project files by submitting a written request. Company will securely delete files within thirty (30) days of the request, except for records required for legal, tax, or regulatory compliance.

15.6 Backup Systems

Files in automatic backup systems may persist beyond deletion dates for up to ninety (90) days. Company will use reasonable efforts to remove files from backups upon request.

16. GENERAL PROVISIONS

16.1 Governing Law

These Terms and all Service Agreements are governed by the laws of British Columbia and the applicable federal laws of Canada, without regard to conflict of law principles.

16.2 Jurisdiction

Both parties submit to the exclusive jurisdiction of the courts located in British Columbia, Canada.

16.3 Entire Agreement

These Terms, together with the applicable Service Agreement and Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements, representations, or negotiations, whether written or oral.

16.4 Amendment

These Terms may be amended by Company with thirty (30) days notice to active clients. Continued use of Services after the notice period constitutes acceptance of amended Terms. Service Agreements may only be amended in writing signed by both parties.

16.5 Severability

If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that's not possible, it will be severed. All other provisions remain in full effect.

16.6 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by the waiving party.

16.7 Assignment

Neither party may assign the Service Agreement or these Terms without the other party's prior written consent, except Company may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.

16.8 Independent Contractor

Company is an independent contractor, not an employee, partner, or joint venturer of Client. Company controls the manner and means of performing Services, including the selection, assignment, and management of Team Members. Nothing in these Terms creates an employer-employee, partnership, or agency relationship between Client and Company or between Client and any of Company's Team Members. Client acknowledges that Company's Team Members may include both employees and independent contractors of Company, and that the classification and management of Team Members is solely Company's responsibility.

16.9 No Third-Party Beneficiaries

These Terms and Service Agreements are for the sole benefit of the parties and do not create rights for any third party.

16.10 Notices

All notices must be in writing and sent to the email addresses specified in the Service Agreement. Notices sent before 4:00 p.m. PST on a Business Day are deemed received that day; otherwise, the next Business Day.

16.11 Electronic Signatures

Electronic signatures are legally binding and constitute valid execution of the Service Agreement and these Terms.

16.12 Counterparts

Service Agreements may be executed in counterparts, each deemed an original and together constituting one instrument.

16.13 Headings

Section headings are for convenience only and do not affect interpretation.

16.14 Survival

Provisions that by their nature should survive termination (including but not limited to Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Data Protection, Payment Obligations, Non-Solicitation, Digital Product licenses, and Dispute Resolution) will remain in effect after termination or expiration.

16.15 Language

If these Terms are translated into any other language, the English version controls in the event of any conflict or ambiguity.

16.16 Accessibility

Company will make reasonable efforts to ensure these Terms are accessible. If you require these Terms in an alternative format, please contact us at hello@absoluteops.co.

17. SPECIFIC SERVICE PROVISIONS

17.1 Hourly Consulting Services

For hourly service arrangements:

• Hours are tracked in minimum increments of 0.25 hours (15 minutes) using Company's time tracking systems

• Time tracking records are available upon request

• Monthly or weekly hour commitments are estimates; actual hours may vary based on business needs

• Hours worked beyond monthly caps are handled as specified in the Service Agreement

17.2 Monthly Partnership (Budget-Based Services)

For ongoing partnership engagements where Client selects a monthly budget:

• Client selects a monthly service budget and Company delivers Services within that budget at Company's applicable hourly rate(s)

• Hours are tracked and reported to Client on a monthly basis. If the budget cap is reached before month-end, Company will notify Client and pause work until the next billing cycle or until Client approves additional budget

• If projected work in a given month would exceed the agreed budget, Company will notify Client before proceeding and obtain approval for any overage

• Unused budget in a given month does not roll over to the following month unless expressly agreed in the Service Agreement

• Monthly budgets may be adjusted (up or down) with thirty (30) days written notice from either party, subject to Company's minimum engagement requirements as specified in the Service Agreement

• Partnership engagements are billed monthly in advance unless otherwise specified in the Service Agreement

• Client may terminate the partnership with standard notice as outlined in Section 11.1; fees for work already performed through the termination date remain due

17.3 Project-Based Services

For fixed-price project arrangements:

• Scope, deliverables, and completion criteria are defined in the Service Agreement

• Scope changes require written approval from both parties and may adjust fees and timelines

• Company will provide a change order outlining additional costs before proceeding with out-of-scope work

17.4 Access Requirements

Client must provide Company and its assigned Team Members with reasonable access to:

• Necessary systems, platforms, and tools required for service delivery

• Relevant data, documents, and information

• Client's team members for interviews, training, or collaboration

• Decision-makers for approvals and strategic direction

Access should be granted at the appropriate permission level for each Team Member's role (e.g., admin access for a project manager overseeing systems, limited access for a VA handling specific tasks). Failure to provide timely access may result in timeline adjustments or project delays.

17.5 Client's Obligations Regarding Team Interaction

Client acknowledges that Company's Team Members are managed, directed, and supervised by Company. Client agrees to:

• Direct all task assignments, scope changes, feedback, and escalations through Company's designated point of contact (typically the assigned COO or project manager) rather than directly to individual Team Members, unless otherwise agreed in the Service Agreement

• Not assign tasks to Company's Team Members outside the scope defined in the Service Agreement without Company's approval

• Treat all Team Members with professional respect and courtesy

• Not request that Team Members work outside of agreed hours, use Client's personal tools or accounts, or perform tasks unrelated to the Service Agreement

• Raise any concerns about Team Member performance with Company rather than directly with the Team Member

Company reserves the right to reassign or remove Team Members if Client's conduct creates an unsafe, hostile, or unprofessional working environment for Team Members.

18. CONTACT INFORMATION

AbsoluteOps Legal Entity: Darci Lee Solutions Inc. Email: hello@absoluteops.co Website: www.absoluteops.co Location: Surrey, British Columbia, Canada

For legal notices: Send to hello@absoluteops.co with subject line "LEGAL NOTICE"

By engaging Company's services or purchasing Digital Products, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.