Terms and Conditions

1About these terms

These Terms and Conditions (the "Terms") govern your use of our main website at guava.pro, our storefront at guavasystems.ca, and their subdomains, and any product or service you buy from Guava Systems Ltd. ("Guava", "we", "us"), a company incorporated in British Columbia, Canada.

By browsing the site, creating an account, placing an order, or using our services, you agree to these Terms. If you are accepting on behalf of an organization, you confirm you have authority to bind it, and "you" means that organization.

We may update these Terms. The current version, with its "Last updated" date, is always posted on this page. For active subscriptions and service agreements, we will give at least 30 days' notice of material changes by email. Continuing to use our services after a change takes effect means you accept it.

If you have a separate signed agreement with Guava (for example, a Managed Services Agreement or Statement of Work), that agreement prevails over these Terms where they conflict.

2Definitions

Services

Everything Guava provides, including the website, online store, customer portal, managed IT services, professional services, support, and resold third-party products.

Cloud Subscriptions

Microsoft or other third-party cloud licences and services that Guava resells to you (for example, Microsoft 365, Azure, Dynamics 365).

Managed and Professional Services

IT services Guava performs itself, such as administration, migration, backup, security, consulting and support.

Publisher

The company that owns and operates a third-party product, such as Microsoft.

Order

Any purchase you make through the online store, a quote you accept, or a signed order form.

Customer Data

Data, files and content you or your users store in, or give us access to through, the Services.

3Eligibility and accounts

Guava sells only to businesses and organizations, for business use. We do not sell to consumers. By placing an Order you confirm that you are buying for business purposes, that the business details you give us (legal name, address, and any business or tax number we ask for) are accurate, and that you are at least 18 and authorized to bind the business.

We may verify business status before or after accepting an Order, and may cancel and refund any Order that fails verification. If you misrepresent yourself as a business, you are responsible for the resulting costs to Guava, including committed Cloud Subscription charges we cannot recover from the Publisher.

If a court or regulator nevertheless treats a purchase as a consumer transaction, only the consumer rights that cannot be excluded by law apply, and these Terms otherwise apply to the fullest extent permitted.

When you open an account, give us accurate, current information and keep it updated. You are responsible for keeping your login credentials confidential and for all activity under your account. Use multi-factor authentication wherever we or the Publisher offer it.

Tell us immediately at hello@guava.pro if you suspect unauthorized access. We are not liable for losses caused by someone using your credentials, unless that misuse resulted from our own breach of these Terms.

4Products and services

Guava sells two kinds of things, and different rules apply to each.

Cloud Subscriptions (resold). Guava is an authorized reseller. The Publisher, not Guava, builds, hosts and operates these products, and controls their features, availability, pricing changes and retirement. Product descriptions on our site summarize Publisher information; the Publisher's own documentation is authoritative.

Managed and Professional Services (performed by Guava). Scope, deliverables, service levels and fees are set out in your quote, Statement of Work or service agreement. Anything not listed there is out of scope and billed separately at our then-current rates, with your prior approval.

We may add, change or discontinue products in our catalogue at any time. If a Publisher retires a product you hold, we will tell you what we know and help you move to a replacement, but we cannot extend a product the Publisher has ended.

5Microsoft Customer Agreement and other Publisher terms

Microsoft requires every customer buying through a reseller to accept the Microsoft Customer Agreement (MCA) before any order can be placed. You must accept it, or re-accept it when Microsoft requires, in the Microsoft 365 admin center. Without a valid MCA, Microsoft blocks new purchases, quantity changes and upgrades, and we cannot fulfil them.

Your use of any Cloud Subscription is governed by the Publisher's terms (for Microsoft: the MCA, Product Terms and Data Protection Addendum). Those terms are between you and the Publisher. Guava is not a party to them and does not make the Publisher's commitments on its behalf.

Service levels, uptime credits and data-handling commitments for Cloud Subscriptions come from the Publisher. Where a Publisher issues a credit, we will pass it through to you.

6Orders, pricing, taxes and payment

An Order is an offer to buy. It becomes binding when we confirm it by email or provision the product, whichever comes first. We may decline or cancel an Order before then, including for pricing errors, stock or catalogue errors, or failed verification.

Prices are in Canadian dollars (CAD) unless stated otherwise and exclude applicable taxes (GST/HST, PST/QST), which are added at checkout or on your invoice. When a Publisher changes its prices or exchange rates, the change applies from your next renewal, never mid-term on a committed subscription.

Store orders are paid at checkout. Invoices are due on receipt. We do not charge interest on late payments. If any amount is more than one day overdue, we may suspend the Services immediately, without further notice, until it is paid in full.

You remain liable for the full term of any committed Cloud Subscription even if you stop paying, because Guava is billed by the Publisher for that full term.

7Subscription term, renewal, cancellation and refunds

Cloud Subscriptions run for the term you pick (monthly, annual or three-year) and renew automatically for the same term unless you turn off auto-renew, or tell us in writing, before the renewal date. We do not send renewal reminders; tracking your renewal dates is your responsibility.

Your commitment period and billing frequency are separate. An annual subscription billed monthly is still a 12-month commitment: every monthly instalment stays payable for the full term, even if you stop using the product or remove users. Your Order states the commitment period, billing frequency and renewal term.

Publisher rules decide what can be cancelled, and we cannot override them. For Microsoft subscriptions:

Outside that window, cancellation works as follows:

You can add licences at any time but cannot reduce them mid-term. Cancelled subscriptions cannot be reinstated, and data may be deleted under the Publisher's retention rules. Cancellation requests within the 7-day window must reach us at refund@guava.pro before it closes.

Managed and Professional Services can be cancelled at any time without notice; service ends at the end of the current paid period. Fees already paid are non-refundable. See Microsoft's cancellation policy.

Our Returns and Refunds page explains how to request a return and what is refunded. Send return and refund requests to refund@guava.pro. Transaction fees are not refundable. This section governs if the two differ.

8Acceptable use and zero-tolerance policy

Guava has zero tolerance for using our Services, or our vendors' services, for spam, phishing, fraud or any illegal activity. We may suspend or terminate an offending account immediately and without notice, and report the activity to the Publisher and authorities.

You must not, and must not let your users:

• send unsolicited commercial messages, including in breach of Canada's Anti-Spam Legislation (CASL);
• distribute malware, or probe, scan or attack any system without written authorization;
• gain or attempt unauthorized access to any account, system or data;
• harass, threaten, defame or impersonate anyone, or create false identities to mislead;
• upload or share content that infringes intellectual property or privacy rights, or is unlawful;
• harvest or collect personal information about others without consent;
• overload, disrupt or reverse-engineer the Services, except where law expressly permits;
• resell or sublicense Cloud Subscriptions unless the Publisher's terms allow it;
• breach the Publisher's acceptable use policy or any applicable law.

You are responsible for your users' compliance with this section.

9Your tenant, data and confidentiality

You own your Customer Data and your Microsoft or other cloud tenant. Guava never takes ownership of either. We access them only to deliver the Services you ordered, provide support, or comply with law. We handle personal information as described in our Privacy Policy and in line with PIPEDA and BC's Personal Information Protection Act.

Guava is responsible only for the specific tasks written into your Statement of Work or service agreement, performed with reasonable care. Our recommendations are advice; the decision to act on them is yours. Buying a licence from us does not include any management, monitoring, backup or security service.

Where we hold admin access, we use least-privilege, time-limited access (for Microsoft: granular delegated admin privileges, GDAP) with multi-factor authentication. You can review or revoke it at any time, but doing so may stop us delivering Managed Services. Cloud Subscription data is stored and processed by the Publisher under its own terms, which may involve storage outside Canada.

Before a service ends, export or migrate your data. After cancellation, the Publisher keeps data only for a limited period (for Microsoft, typically 90 days) and then deletes it permanently. Migration help is billed at our then-current rates.

If we become aware of a security incident affecting Customer Data in our control, we will notify you without undue delay. No IT service can prevent every outage, attack or data loss.

Confidentiality. Each party will protect the other's confidential information with reasonable care and use it only for the business relationship. This does not cover information that is public, already known, independently developed, or legally required to be disclosed (with notice where lawful).

10Intellectual property, feedback and submissions

The website, its design, text, graphics, logos and the Guava name are owned by Guava or its licensors. You may view and print pages for your own business use. You may not copy, republish or create derivative works from them without our written permission. Microsoft and other Publisher names and logos are trademarks of their owners and are used only to identify their products.

Scripts, templates, documentation and configurations we create while delivering Services remain Guava's property. You receive a non-exclusive, non-transferable licence to use them for your internal business for as long as you remain a customer, unless your Statement of Work assigns ownership to you.

If you send us feedback or suggestions, we may use them freely without obligation to you. Do not send us confidential ideas you wish to protect unless we have signed a confidentiality agreement.

11Third-party sites and services

Our site links to Publisher documentation and other third-party sites, and our store runs on third-party platforms (including Zoho Commerce and our payment processor). We do not control those sites or services and are not responsible for their content, availability or practices. A link is not an endorsement. Your use of them is governed by their own terms.

12Warranties and disclaimers

Guava warrants that it will perform Managed and Professional Services with reasonable skill and care, consistent with generally accepted industry practice. If we fall short, tell us within 30 days and we will re-perform the affected work at no charge. That is your sole remedy for breach of this warranty.

Cloud Subscriptions are warranted, if at all, only by the Publisher under its own terms. Guava gives no separate warranty for them.

Except as stated above and to the extent permitted by law, the Services, website content and any tools are provided "as is" and "as available". We disclaim all other warranties and conditions, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement. We do not guarantee the Services will be uninterrupted or error-free.

13Limitation of liability

To the extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or business opportunity, even if advised they were possible.

Guava's total liability for all claims arising from these Terms or the Services, including claims about security incidents, data loss, data breaches or tenant outages, is capped at the fees you paid Guava for the affected Managed and Professional Services in the 12 months before the event giving rise to the claim. Related claims from the same event count as one claim. Liability relating to Cloud Subscriptions is limited to what Guava actually recovers from the Publisher for that claim.

These limits do not apply to your payment obligations, your breach of section 8 (Acceptable use), your indemnity obligations, or liability that cannot be limited by law, such as fraud.

14Indemnity

You will defend and indemnify Guava, its directors, employees and suppliers against third-party claims, regulatory fines and reasonable legal costs arising from:

• your Customer Data or your tenant;
• any security incident, data loss or breach in your tenant, unless it was directly caused by Guava failing to perform a task in your Statement of Work;
• your breach of these Terms or the Publisher's terms;
• your misrepresentation of business status;
• your users' misuse of the Services.

We will notify you promptly of any such claim and let you control its defence, provided you do not settle it in a way that imposes obligations on us without our consent.

15Suspension, termination and right to refuse service

Guava may refuse service, or decline to sell any product, to any person or organization at its discretion, including where a sale would breach Publisher rules, sanctions or export controls.

We may suspend Services immediately and without notice for non-payment (see section 6), a breach of section 8, a security threat, a Publisher instruction, or a legal requirement. Service resumes once the cause is resolved and all overdue amounts are paid.

Either party may terminate for the other's material breach that remains unfixed 30 days after written notice. On termination, unpaid fees become due immediately, committed Cloud Subscription terms remain payable, and we will, on request made within 30 days, transfer your subscriptions to you or another reseller where the Publisher allows it. Sections that by their nature should survive (including payment, intellectual property, disclaimers, limitation of liability, indemnity and governing law) survive termination.

16Governing law and disputes

These Terms are governed by the laws of British Columbia and the federal laws of Canada that apply there. Before starting formal proceedings, both parties will try in good faith to resolve a dispute through senior-level discussion for at least 30 days. If that fails, the courts of British Columbia have exclusive jurisdiction, except that either party may seek urgent injunctive relief anywhere.

The UN Convention on Contracts for the International Sale of Goods does not apply.

17General terms

Entire agreement

These Terms, your Orders and any signed agreement with Guava are the entire agreement on their subject and replace earlier versions.

Force majeure

Neither party is liable for delays caused by events beyond its reasonable control, including Publisher outages, but payment obligations continue.

Assignment

You may not assign these Terms without our written consent. We may assign them to an affiliate or a successor of our business.

Severability and waiver

If a provision is unenforceable, the rest stays in force. Not enforcing a right is not a waiver of it.

Notices

We send notices to your account email. You send notices to hello@guava.pro.

Language

The parties have required that these Terms be drawn up in English.