Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Ruavira Collective website at ruavira.org (the “Site”) and the professional services provided by Ruavira Collective Inc (“Ruavira Collective”, “we”, “our”, or “us”).

By using the Site, submitting an enquiry, booking a call, or entering into any engagement with Ruavira Collective, you confirm that you have read, understood, and agree to be bound by these Terms, together with our Privacy Policy, which is incorporated herein by reference.

These Terms apply to all visitors to the Site and to all clients and prospective clients who engage or enquire about our services. If you are accepting these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms.

Where we engage a client for a specific project or programme, those services will also be governed by a separate Statement of Work, Service Agreement, or other project-specific documentation agreed between the parties. In the event of a conflict, the project-specific documentation shall take precedence over these Terms in relation to that engagement.

Ruavira Collective provides mission-driven digital consulting and delivery services to organisations operating in healthcare, education, public health, and social innovation. Our services include, but are not limited to:

• Consulting & Advisory: Strategic guidance, programme design, impact measurement, and policy advisory.
• Digital Solutions: Custom web and mobile software development, learning management systems, data platforms, and system integration.
• Product Development: Digital learning products, performance support tools, and mobile applications.
• Training & Workforce Development: Online course development, professional development programmes, facilitation, and CPD systems.

The specific scope, deliverables, timelines, and fees for any engagement will be set out in a separate project agreement or statement of work. Nothing in these Terms obliges Ruavira Collective to accept any enquiry or enter into any engagement.

You may use our Site for lawful purposes only. You agree not to use the Site:

• In any way that violates any applicable local, national, or international law or regulation.
• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material.
• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, or any other harmful or malicious code.
• To attempt to gain unauthorised access to any part of the Site, the server on which the Site is hosted, or any server, computer, or database connected to the Site.
• To engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Site, or which may harm Ruavira Collective or any third party.

We reserve the right to restrict or terminate access to the Site at any time, for any reason, without notice or liability.

The Site may contain links to third-party websites and resources. These links are provided for your convenience only. We have no control over the content of those sites and accept no responsibility for them or for any loss or damage that may arise from your use of them.

Our public website does not currently require user account registration. If we provide a client portal, project management workspace, or platform access as part of a service engagement, the following applies:

• You are responsible for maintaining the confidentiality of any access credentials provided to you.
• You must notify us immediately at support@ruavira.org if you become aware of any unauthorised access to your account.
• You are responsible for all activities that occur under your account.
• You must not share access credentials with third parties without our written consent.

Our intellectual property: All content on the Site — including text, graphics, logos, images, data compilations, and software — is the property of Ruavira Collective or our licensors and is protected by applicable copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, transmit, reuse, or otherwise use the content of the Site for public or commercial purposes without our express written permission.

Service deliverables: The intellectual property rights in materials, reports, software, and other deliverables produced by Ruavira Collective in the course of a client engagement will be governed by the relevant project agreement. Unless otherwise agreed in writing:

• Pre-existing intellectual property (including our proprietary methodologies, tools, frameworks, and background technology) remains the sole property of Ruavira Collective.
• Custom deliverables created specifically for a client will be subject to the ownership and licensing terms set out in the project agreement.
• Open-source components used in our development work will be subject to their respective open-source licences, which we will identify in our deliverables.

You grant Ruavira Collective a non-exclusive licence to use materials, data, and content you provide to us solely to the extent necessary to deliver the agreed services.

Each party acknowledges that in the course of any engagement, it may receive confidential or proprietary information of the other party (“Confidential Information”). Each party agrees to:

• Hold the other party's Confidential Information in strict confidence.
• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees or subcontractors who need to know such information to deliver the agreed services and who are bound by equivalent confidentiality obligations.
• Use the other party's Confidential Information only for the purposes of performing the agreed services.

These obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by law, court order, or regulatory authority.

Unless otherwise agreed in writing, Ruavira Collective may reference your organisation's name, general project type, and anonymised outcomes in our portfolio materials, case studies, and marketing content. If you require full anonymity, please notify us in writing at the outset of the engagement.

To enable Ruavira Collective to deliver services effectively, you agree to:

• Provide timely access to necessary information, stakeholders, systems, and materials as reasonably requested by our team.
• Designate an authorised representative with appropriate authority to make decisions on your behalf and to approve deliverables.
• Review and provide feedback on draft deliverables within agreed timescales. Delays caused by late feedback may affect project timelines and costs.
• Ensure that any materials, content, or data you provide to us do not infringe the intellectual property or other rights of any third party.
• Comply with all applicable laws and regulations in connection with your use of our services.

Where delays in delivery arise from failures in client cooperation, stakeholder availability, or timely provision of required inputs, we will not be held liable for any resulting delays, and additional costs may be charged in accordance with the project agreement.

Fees for our services will be set out in the relevant project agreement, statement of work, or proposal. Unless otherwise agreed:

• Invoices are payable within 30 days of the date of invoice.
• We reserve the right to charge interest on overdue amounts at the rate prescribed by Alberta's Judgment Interest Act and Judgment Interest Regulation, or such other rate as is permitted by applicable Canadian law.
• We reserve the right to suspend services in the event of non-payment following reasonable notice.

8.1 Taxes

All fees payable under these Terms are exclusive of taxes. The Customer is responsible for all applicable federal, provincial, and territorial taxes, including Goods and Services Tax (GST), Harmonized Sales Tax (HST), and Quebec Sales Tax (QST), where applicable. Ruavira Collective Inc. will charge GST/HST on Canadian taxable supplies in accordance with the Excise Tax Act and remit it to the Canada Revenue Agency under business number 747539161 RT0001. Sales to customers outside of Canada are zero-rated unless otherwise required by law. Where Ruavira Collective is required to collect tax, the applicable amount will be shown on the invoice or receipt.

For enquiries on our website or initial strategy calls, there is no fee unless otherwise stated in advance.

Ruavira Collective warrants that:

• We will perform services with reasonable skill and care, in accordance with applicable professional standards.
• We have the right, power, and authority to enter into and perform our obligations under any agreement with you.
• Our services, to the best of our knowledge at the time of delivery, will not knowingly infringe the intellectual property rights of any third party.

The Site is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, we disclaim all warranties, express or implied, in relation to the Site, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Site will be uninterrupted, error-free, or free of viruses or other harmful components. We make no guarantee that any specific outcome or result will be achieved through the use of our services.

To the maximum extent permitted by applicable law, Ruavira Collective shall not be liable for any:

• Indirect, incidental, or consequential losses
• Loss of profits, revenue, or anticipated savings
• Loss of data or business opportunity
• Damage to reputation or goodwill
• Any loss or damage arising out of your use of, or inability to use, the Site or our services

Our total aggregate liability to you in connection with these Terms, the Site, or any engagement (whether in contract, tort, including negligence, breach of statutory duty, or otherwise) shall not exceed the greater of: (a) the total fees paid by you to Ruavira Collective in the twelve months preceding the event giving rise to the claim; or (b) CA$1,000.

Nothing in these Terms shall limit or exclude our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law.

You agree to indemnify, defend, and hold harmless Ruavira Collective, its officers, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of the Site or our services in violation of these Terms
• Your violation of any applicable law or third-party rights
• Any materials or content you provide to us that infringe the intellectual property or other rights of any third party

Termination of website access: We may suspend or terminate your access to the Site at any time and for any reason, without notice or liability.

Termination of engagements:Either party may terminate a service engagement in accordance with the terms set out in the project agreement. Where no specific termination provisions are set out, either party may terminate with 30 days' written notice. In the event of material breach by either party that is not remedied within 14 days of written notice, the non-breaching party may terminate immediately.

Upon termination, you will remain liable for all fees in respect of services rendered up to the effective date of termination, including any non-cancellable third-party costs incurred on your behalf.

Clauses which by their nature should survive termination — including intellectual property, confidentiality, limitation of liability, and governing law — shall survive termination of these Terms or any project agreement.

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to its conflict of law provisions.

The parties agree that the courts of the Province of Alberta, Canada shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Where a dispute arises between the parties, we encourage resolution through good faith negotiation in the first instance. Either party may, by written notice to the other, refer a dispute to a senior representative of each party, who shall attempt to resolve it within 30 days.

We reserve the right to modify these Terms at any time. When we make material changes, we will update the “Last updated” date at the top of this page. Where the changes are significant, we will endeavour to provide reasonable notice — for example, by posting a notice on the Site or by email where we have your contact details.

Your continued use of the Site or engagement of our services following the posting of revised Terms constitutes your acceptance of those revised Terms. If you do not agree to the revised Terms, you should discontinue use of the Site and contact us to discuss any ongoing engagement.

These Terms do not affect your statutory rights as a consumer, where applicable.

If you have any questions about these Terms, or if you wish to make a complaint, please contact us:

We aim to respond to all legal enquiries within 5 business days.