Northwen Terms of Use

Introduction and Acceptance of Terms

Welcome to Northwen’s website (the “Site”). By accessing or using our Site at northwen.com, you agree to comply with and be bound by these Terms of Use (the “Terms”). These Terms constitute a legal agreement between you (“User” or “you”) and Northwen (“we,” “us,” or “our”), the owner and operator of the Site. If you do not agree with any of these terms, you should refrain from using the Site.

The Site is provided for informational purposes and to facilitate Northwen’s business of brokering or subcontracting government procurement contracts across Canada. The content and services on our Site are intended for use by individuals and entities interested in our services (including government representatives and potential or current vendors). Please note that by using this Site, you also agree to our Privacy Policy (see above), which describes how we collect and handle your information. Northwen’s Privacy Policy is incorporated into these Terms by reference.

Permitted Use of the Site

You are granted a limited, revocable, non-transferable license to access and use the Site for lawful purposes, namely to learn about Northwen’s services, to contact us, and, if applicable, to engage with us in pursuit of procurement opportunities. You agree to use the Site only for its intended purpose and in accordance with these Terms. In particular, by using our Site, you agree that you will NOT:

Violate Laws or Regulations: Use the Site in any way that violates any applicable federal, provincial, state, local, or international law or regulation. This includes procurement-specific laws and regulations if you are using the Site in the context of government contracting. For example, you will not use the Site to engage in or facilitate fraudulent activities, bid-rigging, collusion, or any activity prohibited under public procurement rules or anti-corruption statutes.
Interfere with Site Operations: Attempt to interfere with the proper working of the Site. This means you will not introduce viruses, Trojan horses, worms, logic bombs, or any other malicious or technologically harmful material. You will not attempt to gain unauthorized access to any portion of the Site, other users’ data, or Northwen’s computer systems (no hacking, password “mining” or any other illegitimate means). You also agree not to use any device, software, script, or routine that interferes with the functionality of the Site or impedes other people’s use of the Site (for example, through a denial-of-service attack or excessive automated requests).
Engage in Data Mining or Scraping: Refrain from using any automated system (such as robots, spiders, or offline readers) to access the Site in a manner that sends more requests to our servers than a human can reasonably produce in the same time. You agree not to scrape, harvest, or collect data (especially personal information) from the Site for any unauthorized purpose. The only exception is public search engines following our robots.txt policy to index content for public search — aside from that, bulk extraction of content is not permitted.
Impersonation or False Representation: Not impersonate any person or entity or misrepresent your affiliation with any person or entity when using the Site. If you submit information through forms (such as contacting us or applying as a vendor), you must provide accurate and truthful information. Do not use the Site to transmit misleading or false information. For example, do not claim to represent a company or government agency that you do not actually represent, and do not submit someone else’s personal details as your own.
Unauthorized Commercial Use: You will not exploit the Site or any of its contents for any commercial purpose not expressly authorized by Northwen. This means you cannot, for instance, take information from our Site (such as details of procurement opportunities or vendor listings) and sell or redistribute it without permission. You also agree not to use the Site to advertise or solicit the performance of any business or activity that is not related to Northwen’s services, without our prior written consent. In short, the Site is for your use in connection with Northwen’s offerings, not for unrelated commercial endeavors.
Posting or Transmitting Prohibited Content: While our Site may not allow public posting (since there are no user accounts or forums), if you send or upload any content to us through forms or other means, you agree that such content will not contain anything unlawful, defamatory, obscene, harassing, threatening, or otherwise objectionable. You also will not send content that infringes on intellectual property rights or privacy rights of others. Essentially, any communication you have with us via the Site should be professional and lawful. For example, if you use a contact form to send a message, you must not include defamatory statements or unauthorized confidential information in that message.
Misuse of Contact Channels: You will not use any contact information on the Site (such as email addresses or phone numbers provided) for purposes other than legitimate business inquiries relating to Northwen’s services. Specifically, you agree not to send spam, unsolicited marketing, or bulk emails to any contact addresses you obtain from the Site. Northwen’s contact channels are provided for users to reach out about our procurement services, not for unrelated solicitations or spam communications.

Northwen reserves the right to monitor usage of the Site to enforce this Permitted Use section. If we detect behavior that breaches these Terms, we may take appropriate action, including limiting or blocking your access to the Site (see Termination below). We appreciate your cooperation in keeping our Site safe and useful for all users.

Intellectual Property Rights

All content on the Site, including but not limited to text, graphics, logos, button icons, images, videos, data compilations, software, and design (collectively, the “Content”), is the property of Northwen or its content suppliers and is protected by intellectual property laws. This includes Canadian and international copyright laws, trademark laws, and other proprietary rights.

Northwen Trademarks and Branding: “Northwen” and our logos, slogans, and design elements that identify our brand are trademarks or registered trademarks of Northwen. You may not use Northwen’s name or trademarks in any way that is likely to cause confusion about the source of products or services, or in any manner that disparages or discredits Northwen, without our prior written permission. For example, you cannot use the Northwen logo on your own website or marketing materials without authorization, nor can you imply endorsement by Northwen of your products/services without a formal agreement.
License and Restrictions: As a user of the Site, you may view, download, and print Content from the Site for your own informational use or internal business purposes related to evaluating Northwen’s services. This license is limited, and does not mean you own any of the Content. Except as expressly allowed, you must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, or transmit any part of the Site or Content. For instance, you may print a page of information about how our service works to discuss internally at your company, but you cannot copy portions of our website text or graphics to use on your own site or documents without permission.
Third-Party Content: If our Site includes any content that is owned by third parties (for example, a news feed, a third-party report, or government logos/documents for reference), those materials are the property of their respective owners and may be subject to additional restrictions. Northwen does not grant you any license to third-party content beyond what the owner’s license or law permits. For government documents or information (like a public tender notice that we may reference), those may be public domain or subject to Crown copyright; we use them in compliance with their terms and expect you to do the same.
User Contributions: Generally, our Site is informational and does not allow you to publicly post content. However, if you do submit any feedback, suggestions, or other content to us (for example, feedback via email or ideas to improve our service), you grant Northwen a non-exclusive, royalty-free, worldwide, perpetual license to use, reproduce, modify, and incorporate that feedback or content in our business as we see fit, without any obligation to compensate you. This is primarily to allow us to use any suggestions or ideas you provide. We will not publicly attribute feedback to you or publish your name without consent. If the submission is in the form of personal data (like a testimonial), our Privacy Policy will govern how we can use that.
Reservation of Rights: All rights not expressly granted to you in these Terms are reserved by Northwen. That means if we haven’t given you permission in these Terms, it’s not allowed. If you wish to make any use of Content outside of what is permitted, please contact us to request permission. We might, for instance, grant a written permission for a partner to use excerpts of our content in a case study or allow a vendor to reference our site content in a proposal – but such permission must be explicitly given in writing by an authorized Northwen representative.

Notice of Copyright Infringement: If you believe that any content on our Site infringes your copyright or other intellectual property rights, please notify us promptly with details so we can investigate and address the issue. (Include identification of the work claimed to be infringed, identification of the material on our Site that is claimed to be infringing, your contact info, and a statement of your ownership and good faith belief of infringement.) Northwen respects intellectual property rights and will remove or disable content in accordance with applicable laws (like the U.S. Digital Millennium Copyright Act (DMCA) or Canadian copyright law, as applicable).

Third-Party Links and References

For the convenience of our users, our Site may contain links or references to third-party websites or resources. These could include links to government procurement portals, websites of partner organizations, news articles, or other external content that we think may be relevant or useful. These links and references are provided solely as a convenience to you and not as an endorsement by Northwen of the content on those third-party sites.

No Control or Endorsement: Northwen does not have control over third-party websites and is not responsible for their content, accuracy, or functionality. Just because our site links to a government website or a vendor’s page does not mean we endorse everything on that site or guarantee it will be available. For example, we might provide a link to a federal procurement database for you to view active tenders; if that site is down or the content changes, that’s outside our control.
Separate Terms and Policies: Third-party websites have their own terms of use and privacy policies, which may differ significantly from ours. When you follow a link to an external site, you should review that site’s terms and policies, because these Northwen Terms of Use (and our Privacy Policy) will no longer govern. If you navigate to a Typeform link to fill out a form, for instance, you are momentarily interacting with Typeform’s service, which has its own terms — although we still protect any data you submit there per our Privacy Policy, your use of their interface is subject to their user terms as well.
No Liability for Third-Party Interactions: Any dealings you have with third parties found via our Site are solely between you and that third party. If you choose to call a number or sign up on a website that we mention or link, you do so at your own risk. Northwen is not responsible for any issues arising from transactions or communications with third parties, even if you learned about them through our Site. For example, if our site mentions a particular funding program and you click to apply on another site, any issues with that application or site are between you and the program administrators.
External Resources Accuracy: We strive to link to useful and reputable sources, especially given our audience (government and vendors). However, Northwen cannot guarantee that any external content is accurate, up-to-date, or complete. Government policies or programs might change after we reference them; news articles might be updated. We advise users to verify information directly with official sources when it concerns important decisions. If you find a broken link or something problematic about a resource we link to, feel free to inform us so we can review it.

Remember, when you leave our Site, these Terms of Use will not apply to your activity on other sites. We encourage safe and informed browsing — be cautious and ensure you trust the source before providing any information to third-party sites.

Northwen’s Role as Broker (No Endorsement or Warranty of Vendors/Services)

Northwen acts as an intermediary broker in the context of government procurement. This means our role is to connect and facilitate relationships between vendors (service providers, contractors, suppliers) and clients (which may be government agencies or prime contractors managing government projects). It is important to understand the limits of our responsibility in these relationships:

No Agency or Partnership: Northwen is independent from the vendors and government entities we work with. We do not enter into joint ventures, partnerships, or employment relationships with vendors simply by vetting or introducing them. Likewise, we are not an agent of the government. We facilitate introductions and subcontracting arrangements, but Northwen is not a party to the eventual contract that may be formed between a vendor and a government agency (or prime contractor). For example, if Northwen connects a construction firm with a municipal government for a project, the contract for that project will be directly between the firm and the municipality. Northwen might assist in the process, but we are not signing the contract for the work — therefore, we are not bound by the terms of that contract nor liable for performance under it.
Information and Matching Services Only: The content we provide about procurement opportunities or vendors is for informational purposes to aid the matching process. Northwen may present profiles, case studies, or testimonials of vendors, and may list or summarize government contract opportunities. While we strive for accuracy, Northwen does not guarantee that any such information (e.g., scope of a listed opportunity, or a vendor’s qualifications) is free from error. Final details will always be confirmed in official procurement documents or direct discussions. Vendors are responsible for the accuracy of the information they provide to us, and government entities are responsible for the accuracy of the opportunities they present. We simply relay and organize this information.
No Endorsement or Warranty of Vendors: Northwen does not officially endorse any particular vendor or guarantee their capabilities, even if we recommend them for a project. Any descriptions of a vendor’s experience or services on our Site (or in communications facilitated by us) are provided by the vendor or based on information the vendor has given us. We do perform due diligence and vetting as part of our service, but we do not warrant that a vendor will always perform to any specific standard or that their services will be fit for a particular purpose. Similarly, we do not guarantee that a vendor holds all necessary licenses or insurance beyond what we have verified in our vetting process. Clients (e.g., government departments) should conduct their own due diligence and contract negotiations to ensure they are satisfied with a vendor’s qualifications.
No Warranty of Government Opportunities: For vendors using our Site or services to find contracts: Northwen cannot guarantee that any procurement opportunity presented will result in an award or that the terms will remain as initially described. Government procurement can be subject to cancellation, modification, or delays. While we aim to keep vendors informed, Northwen is not responsible for decisions made by government procurement officers or changes in government funding. We provide a channel of information, but the ultimate outcome of any bid or proposal lies with the issuing agency and the vendor’s own efforts.
Limitation of Involvement in Disputes: Any contract or arrangement that arises from Northwen’s brokering service is solely between the vendor and the client (government or contractor). Northwen is not responsible for any disputes, claims, or damages that arise from that contract or relationship. For example, if a vendor we introduced fails to deliver services or a government client fails to pay, those issues must be resolved between the contracting parties according to their contract’s terms. Northwen can assist in facilitating communication to a reasonable extent, but we are not liable for resolving the dispute or covering any losses. Both vendors and clients should ensure their contracts clearly define responsibilities, deliverables, and remedies.
Disclosure of Relationships: Northwen may receive a fee or commission for successfully brokered contracts (this is part of our business model). However, this compensation does not alter the nature of our limited role. All parties will be made aware of Northwen’s position (e.g., whether we act as a paid consultant, intermediary, or have any conflict of interest) in any transaction, in line with government procurement transparency rules. We pride ourselves on ethical conduct; if any user (vendor or government client) has concerns about how we are involved in a particular opportunity, they should inquire and we will clarify our role in writing.

In summary, Northwen provides a platform and service to connect opportunity with expertise. We work hard to ensure good matches, but the responsibility for execution and outcomes rests with the contracting parties themselves. By using our Site and services, you acknowledge and accept this broker role of Northwen and agree that Northwen will not be held liable for the products or services ultimately delivered by any vendor, or for the actions of any contracting authority.

Disclaimer of Warranties

Use of the Site is at Your Own Risk. While we strive to provide useful, accurate, and up-to-date information on our Site, Northwen cannot and does not guarantee that the Site or any content on it will be completely free of errors or omissions, or that it will always be available or secure. To the fullest extent permitted by applicable law, we disclaim all warranties and representations of any kind, whether express, implied, or statutory, regarding the Site and any services or content provided through it. This includes, but is not limited to, the following:

No Warranty of Accuracy or Completeness: The information presented on the Site is provided for general informational purposes. We do not warrant that the content is accurate, complete, or current. For example, while we try to update procurement opportunity listings and articles, there may be times when information has changed (such as a bid deadline extension or a change in law) and our Site has not yet reflected that update. Users should verify crucial information (especially dates, requirements, and legal obligations) with official sources or by contacting us directly.
No Warranty of Availability: We do not guarantee that the Site will be available at any given time or that it will be free from interruption. There may be occasional downtime for maintenance or technical issues beyond our control (like internet outages or hosting server problems). We will try to schedule maintenance during off-peak hours and give notice if possible, but we are not liable if the Site is unavailable.
No Warranty of Security: We have implemented security measures as described in our Privacy Policy to protect our Site and your data. However, we make no warranty that the Site will be completely secure or free from vulnerabilities. Any data transmission over the internet carries some risk. You acknowledge that any information you send or receive through the Site could potentially be intercepted or later obtained by unauthorized parties, despite our efforts to prevent that. We encourage you to use up-to-date security software and practices on your end as well.
No Implied Warranties: We expressly disclaim any implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. For instance, we do not guarantee that the Site is fit for your specific needs or that it will achieve any specific result for you. If you are a vendor, we do not warrant that using our Site will result in you winning a contract or any business outcome. If you are a client, we do not warrant that using our Site will meet your procurement needs or that any content is suitable to base important decisions on without further consultation.
Third-Party Content and Services: We make no warranties regarding content or services provided by third parties even if accessed through our Site. This covers external links, embedded content, or services like Typeform (for forms) or Google (for analytics). Those are provided “as is” by their respective owners, and Northwen doesn’t warrant their performance or reliability.
Professional Advice: Any guidance or information provided on our Site (for example, blog posts about “tips for bidding on government contracts” or FAQs about procurement processes) is for general educational purposes. While we have expertise in our field, such content should not be construed as professional legal, financial, or consulting advice tailored to your particular situation. You should consult with appropriate professionals or authorities before relying on information that could affect your legal rights or financial decisions. Northwen disclaims liability for actions taken based on general information on the Site.

Summary of Warranty Disclaimer: The Site, its content, and any services we provide through it are offered “as is” and “as available,” without warranties of any kind. If your jurisdiction does not allow exclusion of certain warranties, some of the above exclusions may not apply to you – in such cases, our warranties are limited to the minimum extent permitted by applicable law.

Limitation of Liability

To the maximum extent permitted by applicable law, Northwen and its directors, officers, employees, agents, and affiliates will not be liable for any damages of any kind arising from or relating to your use of (or inability to use) the Site, or from any content or services obtained through the Site. This includes:

Types of Damages Excluded:
- Direct Damages: (i.e., compensation for direct loss or injury). Where lawful, we exclude liability even for direct damages. If we are found liable for any direct damages (despite the exclusions), that liability will be limited as described below (“Limitation Cap”).
- Indirect or Consequential Damages: We will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages. This category includes losses like loss of profits or revenue, loss of business opportunity or goodwill, loss of data, or procurement of substitute goods or services. For example, if a vendor relies on information on our Site and spends money preparing a bid, and then claims that an error on our Site caused them some loss, Northwen will not be liable for the costs or lost profit of that bid effort. Or, if a government client uses our Site and experiences a delay or error that causes project delays, we are not liable for those delay costs.
- Even if Foreseeable: The above exclusions apply even if Northwen has been advised of the possibility of such damages or could have foreseen them. By using the Site, you acknowledge that this limitation of liability is a fair allocation of risk. Our Site is provided without charge to browse; it’s unreasonable for us to accept liability for users’ downstream risks that we cannot control.
Limitation Cap: In jurisdictions where limitations on liability are allowed, if Northwen is found liable to you for any claim or cause of action arising out of these Terms or your use of the Site, our total liability for all such claims in the aggregate shall not exceed the amount (if any) you have paid to Northwen for use of the Site or our services in the last twelve (12) months or CAD $100, whichever is greater. In many cases, users pay nothing to simply use our Site, so our liability would in that case be capped at $100. This limitation reflects the fact that free access to information comes with limited legal exposure. If you have paid Northwen for specific services (e.g., a consultation or a vendor program fee), and an issue arises, our liability would at most equal what you paid for those specific services in the prior year, not including any amounts paid to third parties.
Exceptions: Some jurisdictions do not allow the exclusion or limitation of liability for certain types of harm (for example, certain provinces might not allow exclusion of liability for gross negligence, or some countries might not allow limiting liability for personal injury caused by negligence). Nothing in these Terms is intended to exclude or limit liability that cannot be lawfully excluded or limited. Specifically:
- We do not exclude liability for death or personal injury caused by our negligence or willful misconduct. If Northwen somehow caused physical harm to someone through reckless wrongdoing (which is hard to imagine in an online context, but say, if we hosted an event and were grossly negligent), we wouldn’t hide behind these Terms for that.
- We do not exclude liability for fraud or fraudulent misrepresentation. If we intentionally deceive you (which we will not), we are accountable under the law.
- Any other liability that by law cannot be excluded (such as certain statutory warranties or liabilities under consumer protection laws, to the extent applicable) is not excluded by us, and if limitation is required instead of exclusion, then we limit it to the smallest degree allowed by that law.
Allocation of Risk: You acknowledge that Northwen is offering the Site and its contents without charge (or for minimal fees in the context of certain services) and that the disclaimer of warranties and limitation of liability in these Terms are a reasonable allocation of risk between you and us. This allocation is a crucial part of the bargain between us – without these limitations, Northwen would need to charge for access or otherwise change its business model. Therefore, you agree that these limitations will apply even if any limited remedy fails of its essential purpose.

In summary, to the fullest extent allowed, Northwen’s liability is limited and we will not be responsible for various damages or losses as described. Always use your own best judgment when using the information or services on our Site, and understand that ultimately you are responsible for the outcomes of any decisions or actions you take based on our Site.

Indemnification

You agree to defend, indemnify, and hold harmless Northwen and its affiliates, and their respective directors, officers, employees, and agents, from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating to your use of the Site or your violation of these Terms.

This means, for example:

If you misuse the Site in a way that causes harm to us or others, you will be responsible for the consequences. Suppose you were to breach the Permitted Use section by attempting to hack our Site or scraping data, and that causes a security incident or legal dispute – you would have to cover any costs and damages incurred by Northwen (like repair costs, fines, or legal fees) due to that incident.
If you use the Site to post or transmit any content (via forms or otherwise) that infringes someone’s rights or violates the law, and Northwen is sued or incurs costs as a result, you will indemnify us. For instance, if you submit defamatory content about a third party through our contact form and that person takes legal action against Northwen for publishing or handling it, you are responsible for those damages or costs.
If you are a vendor or client and you use our Site in the course of a procurement opportunity, you must ensure you follow all applicable rules. Should your actions lead to a claim against Northwen (e.g., a government agency claims Northwen helped you do something improper, or another vendor claims unfair treatment because of something related to your use of our services), you would defend and indemnify us in that situation.

Northwen reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that case, you agree to cooperate with our defense of the claim. We’ll work together reasonably; you won’t settle any claim that involves a financial obligation or admission of fault on Northwen’s part without our written consent (and vice versa – we won’t make you responsible for any settlement cost or admission of fault that you haven’t approved, except that you can’t unreasonably withhold consent if the settlement only requires a monetary payment by you which we agree to cover).

This indemnification clause is intended to ensure that if your actions (or inactions) cause Northwen to face legal trouble or expenses, you will help make us whole. It survives any termination of these Terms, meaning even if you stop using the Site or if these Terms end, your responsibility to indemnify us for events that occurred during your use remains in effect.

Compliance with Laws and Procurement Regulations

All users of our Site must comply with applicable laws. Given the nature of Northwen’s business, special attention must be paid to laws and regulations surrounding government procurement. By using our Site, you agree to the following:

General Legal Compliance: You will not use the Site in any way that violates any law or regulation. This reiterates points from the Permitted Use section, but to be clear: this includes compliance with privacy laws (you won’t misuse personal data you might access), intellectual property laws (you won’t infringe copyrights/trademarks via the Site), and any other applicable legislation.
Procurement Rules (For Vendors): If you are a vendor exploring or pursuing opportunities through Northwen, you are responsible for understanding and adhering to the procurement rules that apply to those opportunities. This could include federal government procurement rules (like the Government of Canada’s contracting regulations and integrity provisions), provincial procurement acts or trade agreements, and specific tender documents’ instructions. For example, many government tenders have strict rules about communication (like not contacting officials outside of allowed channels) and bid submission requirements. Northwen will guide and facilitate where we can, but ultimately you must comply with those rules. If there are registration requirements (such as being on a pre-approved supplier list or having certain certifications), it’s your duty to meet them. If any conflicts of interest or ethical issues arise, you must disclose them as required by law (and we expect you to inform Northwen too, so we maintain integrity).
Procurement Rules (For Government/Clients): If you represent a government entity or prime contractor using Northwen’s services or Site, you likewise agree to follow the relevant procurement and ethical rules. We expect that any information you share with us can be lawfully shared and that you have authority to engage our brokering services under your procurement policies. Northwen strives to maintain fairness and transparency; we rely on our client partners to do the same. If at any point our involvement might conflict with a rule (for instance, if an agency’s rules require an open competition and our brokering needs to align with that), we should address it openly.
Anti-Corruption and Ethical Conduct: All users must refrain from any form of corruption, bribery, or unethical conduct in relation to any procurement activity connected with Northwen. Offering or accepting bribes, kickbacks, or any improper payments is strictly forbidden. Northwen has its own Code of Conduct for ethical business, and we expect vendors and clients to share that commitment. If you suspect any Northwen representative or any other user is engaging in unethical behavior, you should report it (to us or appropriate authorities). We will not tolerate corruption; any such behavior can result in immediate termination of services and potential reporting to law enforcement.
Confidential Information: If, in the course of using our Site or services, you receive any confidential information (for example, you are a vendor who receives confidential tender documents or proprietary information about a project), you agree to keep that information confidential and use it only for its intended purpose (the relevant procurement process). You must not disclose such information to unauthorized parties. Government procurement often requires certain information (like bid details before the award, or others’ proposals) to remain confidential. Vendors and other users must honor these requirements. Conversely, if you provide information to Northwen that is confidential, please clearly mark it or let us know, and we will handle it in line with our confidentiality commitments in the Privacy Policy and in our contracts.
Export Controls and Sanctions: This may be less likely in our context, but if any technology, software, or information from the Site is subject to export controls or sanctions (for example, if we provide downloads or data that have restrictions), you agree to comply with those laws. You confirm that you are not located in a country that is subject to a Canadian, U.S., or EU government embargo, or that you are not on any prohibited or restricted party list. Essentially, you won’t use the Site in violation of any trade sanctions or export regulations.

If we determine, in our sole discretion, that you have violated this section or any law in relation to your use of our Site or services, we reserve the right to take appropriate action. This may include terminating your access (see Termination), reporting you to authorities, or pursuing any remedies available to us.

Termination and Suspension

Northwen reserves the right to terminate or suspend your access to the Site (or certain features of the Site) at any time, for any reason, and without prior notice. By “terminate,” we mean permanently revoke access or usage rights; by “suspend,” we mean temporarily restrict or disable access. Reasons for termination or suspension may include, but are not limited to:

Breach of Terms: If you violate any provision of these Terms of Use or our Privacy Policy, we may terminate your permission to use the Site. For example, if you breach the Permitted Use rules by attempting to disrupt the Site or misuse content, we can immediately cut off your access.
Legal Requirement: If we are required by law or a lawful authority (for instance, due to a court order or an allegation of unlawful conduct) to suspend or terminate your use of the Site, we will comply. We may also choose to terminate if continuing to provide access could result in legal liability for Northwen (e.g., if you are found to be infringing someone’s rights on our platform).
Discontinuation of Service: We might decide to discontinue the Site or any portion of it. While we currently have no plans to shut down our website, if for some reason Northwen ceases operations or decides to move to a new platform, we could terminate all user access. In such a case, we would likely post a notice on the homepage ahead of time to inform users of the shutdown schedule.
Inactivity or Misuse: Though we do not have user accounts, if we detect patterns that suggest misuse (like scraping), we might block certain IP addresses or users. If we had account-based features, prolonged inactivity might be a reason to remove an account; since that’s not relevant now, this is more about misuse.
Security Threat: If your use of the Site is detected to pose a security threat (for instance, if your computer or network is compromised and attacking our site, even unintentionally), we might suspend to protect our infrastructure.

If we suspend or terminate your access and you believe it was in error, you may contact us to discuss the issue. However, Northwen’s decision on termination is final and at our sole discretion. We will not be liable to you or any third party for any termination of your access to the Site.

Even after your access is terminated, any provisions of these Terms which by their nature should survive will remain in effect. This includes sections like Intellectual Property Rights, Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law, and other provisions that imply continued effect.

Changes to Terms

Northwen may update or modify these Terms of Use from time to time. When we do, we will revise the “Last Updated” date at the top of this document. For significant changes, we may also provide additional notice – such as a prominent announcement on our website’s homepage or a direct notification via email if you have provided one for communications.

It is your responsibility to review these Terms periodically for updates. By continuing to use the Site after any revised Terms have been posted, you agree to the updated Terms. If you do not agree with any changes to the Terms, you must stop using the Site.

We encourage users, especially those engaged in ongoing interactions with Northwen (like vendors in our network or regular visitors), to check the Terms whenever notified of a change or after a significant period of time has passed between uses. If you have a separate written agreement with Northwen (for example, a vendor agreement or a consulting contract), the terms of that agreement may also govern certain aspects of your relationship and in the event of conflict, the specific agreement might take precedence for those aspects.

Governing Law and Jurisdiction

These Terms of Use and any dispute or claim arising out of or in connection with the Site (including its use, the content, or services related to it) shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.

By using the Site, you agree that any legal action or proceeding arising out of or relating to these Terms or your use of the Site shall be brought exclusively in the courts of the Province of Ontario, or if appropriate, the Federal Court of Canada (Toronto jurisdiction). You consent to the exercise of personal jurisdiction by these courts for purposes of litigating any such claim. We recognize that our Site may be accessed from other jurisdictions and that different laws may apply in those places; however, by choosing to use our Site, you are agreeing that the laws of Ontario, Canada (a jurisdiction we operate in) will govern any disputes (except to the extent consumer protection laws of your province/country of residence mandate otherwise—see below).

Important for International Users: If you are accessing the Site from outside of Canada, note that we make no representations that the content or Site is appropriate or available for use in your location. You are responsible for compliance with local laws if and to the extent they apply. Also, different countries have different consumer protection and privacy laws. We do not seek to limit any rights you have under those laws. For instance, if you are an individual consumer in Quebec or in the European Union, certain provisions of these Terms might not apply to you or might be adjusted by law (such as warranty disclaimers or forum selection clauses). In such cases, the Terms are to be read as modified by the relevant mandatory laws.

However, except where prohibited by law, the governing law as stated (Ontario and Canadian federal law) will apply. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or any services provided via the Site.

Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, then such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. In other words, if one part of these Terms is found to be unenforceable, that will not invalidate the entire agreement between us. We and you agree to interpret the Terms in a way that best accomplishes the original intent of the provision within the bounds of the law.

For example, if a court finds the Limitation of Liability section to be overly broad in a specific context, the court may enforce the part of that section that is reasonable and lawful, and limit or strike only the offending portion. The rest of the Terms would remain effective. Or if a specific local law grants you certain rights that conflict with a clause here, that clause might not apply to you but would still apply to others in jurisdictions where it is lawful.

Entire Agreement

These Terms of Use (together with our Privacy Policy and any other legal notices or terms expressly incorporated herein) constitute the entire agreement between you and Northwen with respect to your use of this Site, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

This means that any prior discussions or communications (for example, earlier versions of the Terms, or statements on the website) are not legally binding, and the only terms that govern your use of the Site are those in the current Terms of Use and Privacy Policy. Any additional or different terms you may communicate (for instance, if you send an email with terms, or have your own terms on a purchase order) do not apply to the use of our Site unless we have a separate written agreement signed by an authorized representative of Northwen specifically acknowledging and accepting such terms.

If you enter into a separate formal agreement with Northwen for specific services (for example, a contract for consulting services or a vendor partnership agreement), that agreement will govern to the extent it explicitly overrides or modifies these general Site Terms for the subject matter of that agreement. In all other respects, these Terms of Use will still apply to your use of the Site itself.

No Waiver

Northwen’s failure to enforce any right or provision of these Terms of Use shall not be deemed a waiver of such right or provision. A waiver means we voluntarily give up a right. If we do not immediately take action on a violation of these Terms, it does not mean we accept the behavior or that we waive our rights to enforce the Terms in the future. For example, if you violate the Terms and we don’t take action right away, we can still take action later for that same violation or subsequent ones.

Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Northwen. Similarly, any waiver by you must be in writing and signed to be valid. One waiver does not constitute a continuing or subsequent waiver.

Contact Information

If you have any questions, comments, or concerns about these Terms of Use, or if you need to provide any notices under these Terms, please contact us at:

Northwen Inc.
Address: 1117 Cooke Boulevard, Burlington, Ontario, Canada, L7T0C6
Email: info@northwen.com
Phone: 2896354238

For legal notices to Northwen, it’s best to send them in writing to our mailing address with a copy via email for quicker attention. For example, if you need to send a notice of a potential dispute or an alleged breach, doing so by a trackable mail or courier service to the above address and by email would be prudent.

We will send any official notices to you (if required, and if we have to under these Terms or by law) either to any email or postal address you have provided to us or by posting a notice on the Site if appropriate. If contact information is provided, please keep it up to date so we can reach you when needed.

Thank you for reading Northwen’s Terms of Use. By understanding these terms, you help us maintain a transparent and fair environment for all users. We value your cooperation and look forward to assisting you with your government procurement brokering needs in a compliant and effective manner.