Terms of Service

1. Agreement to these terms

These Terms of Service form a binding agreement between you and Fbs Holding Inc. They govern your use of this website and, where a written engagement refers to them, the field study services that we provide. By browsing the site, sending a message to the grove desk or placing an order for a service, you accept these terms in full.

If you do not accept these terms, please do not use the website and do not request a service. If you act for an organization, you confirm that you hold the authority to accept these terms on its behalf, and the word you includes that organization for the purpose of the engagement.

2. The Company and its office

The services described on this website are supplied by Fbs Holding Inc., a computer systems design and integrated systems practice working in the professional, scientific and technical services sector. The office, test grove and mailing address of the Company are set out below.

Correspondence may be sent to the email address reply@fhbtech.lol or by telephone to +14846993417 during the business hours published on the contact page. The Company answers messages in the order received and in the language in which they are written.

3. Definitions used here

To keep these terms readable, a few expressions carry a fixed meaning. The Company means Fbs Holding Inc. The Services means the survey note bays, sensor log runs, trail report desks, weather watch windows, species log reviews and field day sittings, together with any related design, review or reporting work that we agree to perform.

An Engagement means a written agreement, purchase order or confirmed proposal under which we supply Services to a client. Deliverables means the reports, records, guides and other materials that we hand over at the end of a stage or a season. Study Data means the observations, measurements, images and notes that a client supplies or that are produced in the course of a study. The Website means the pages published at the domain of the Company.

4. Eligibility and authority

The Website is intended for adults acting in a professional capacity. It is not directed at children, and we do not knowingly accept a request for Services from a person under the age of sixteen. If you are younger than that, please ask a parent or guardian to contact the grove desk on your behalf.

Where you represent a research team, an agency or a landowner, you confirm that you have the right to grant the access and permissions that an Engagement requires. That includes access to field sites, permission to place instruments and the authority to approve a Deliverable.

5. Permitted use of the website

We grant you a limited, personal and non-transferable right to view the Website and to print a copy of its pages for your own reference or for internal review within your organization. The content of the Website is provided for general information about our practice and is not a substitute for a written Engagement.

You may quote a short passage from a public page with a clear attribution to the Company. You may not reproduce a whole page, redistribute the content as your own material or use the Company name or marks in a way that suggests a partnership, endorsement or sponsorship that does not exist.

6. Prohibited conduct

The Website and the field systems that support it must be used lawfully and with care for the record. The following actions are not permitted.

• Attempting to gain access to an account, a device or a record without permission.
• Introducing malicious code, probing for weaknesses or interfering with the normal operation of a system.
• Scraping the Website at a volume that burdens our hosting or that ignores published access rules.
• Submitting content that is unlawful, defamatory, misleading or that infringes the rights of another person.
• Altering, fabricating or suppressing a field record in a way that misrepresents an observation.
• Using the Services to conduct surveillance of a person or to build a profile that the study does not require.
• Reselling or sublicensing the Services without a written agreement with the Company.

We may suspend access to a system while we investigate a suspected breach. Where a breach affects a client, we will tell that client what we observed and what action we took.

7. Scope of the services

Each track of the Services is described on the services page of the Website. The description is general, and the precise scope of an Engagement is fixed in the proposal or purchase order that the parties approve. Work that falls outside that scope is agreed separately before it begins.

We design the recordkeeping layer of a field study. We do not carry out the ecological fieldwork itself unless the parties agree otherwise, and we do not certify a study for a regulator. Where a study requires a permit, a licence or an ethics approval, the client obtains it, and the Company may ask to see it before work begins on the relevant site.

8. Bookings and field day sittings

A field day sitting is reserved in writing. A request sent through the contact form or by email is an invitation to book, not a confirmed appointment. The reservation becomes binding when the grove desk replies with a confirmation that names the date, the time and the people expected.

Please give at least five business days of notice to change or cancel a confirmed sitting that is held at the Chelsea office. A sitting that requires travel to a station may need longer notice, because equipment and a vehicle must be arranged. Where a late change causes a cost that we have already incurred, the Company may pass that cost on and will show the amount and its basis.

If the Company must move a confirmed sitting, we will offer the next available date and, where the change is caused by an error on our side, we will not charge for the rescheduled session.

9. Client duties and field access

A good record depends on cooperation at the ground level. The client agrees to provide safe access to each study site, to name a contact who can answer questions during a field day and to tell us about hazards that are known before a visit. The client also agrees to brief its own staff and volunteers on site rules, including any restriction that applies to photography, device placement or the handling of wildlife.

The client confirms that any personal information supplied to the Company for a study has been collected lawfully and that the people involved have received the notice they are entitled to receive. Where a study involves sensitive species, a protected area or a landowner agreement, the client provides the documents that show the permissions are in place.

10. Fees, invoicing and payment

Fees are stated in the proposal and are quoted in the currency named there. Unless a proposal says otherwise, fees are exclusive of applicable taxes, travel and disbursements, which are itemized on the invoice. We invoice at the milestones set out in the Engagement, and a sitting that is reserved in advance may require a deposit.

Invoices are payable within thirty days of the invoice date unless the Engagement provides a different period. We may charge interest on an overdue amount at a modest rate set by law, calculated from the due date until payment is received. If an invoice remains unpaid after a written reminder, we may pause the affected work and keep any Deliverable that has not yet been issued.

11. Deliverables and record versions

We issue a Deliverable when it has passed our internal review. Each issued version carries a date and a note that describes what changed since the previous one. We do not silently replace an issued document. If a correction is needed after issue, we publish a new version and keep the earlier version on file so that a reader can trace the change.

The client receives a licence to use the Deliverables for the purposes of the study and for the reporting duties that flow from it. The client may share a Deliverable with a funder, a regulator or a partner in the study. The client may not publish a Deliverable commercially, or present a draft as final, without the written agreement of the Company.

12. Intellectual property

The Company owns the Website, its text, its layout and the design of its field systems, together with the tools, templates and methods that we bring to an Engagement. Nothing in these terms transfers that ownership to you, and no licence is granted beyond the limited rights stated in these terms or in a written Engagement.

The client owns its Study Data and the observations that its team made. Where a Deliverable incorporates Study Data, the Company holds that data only to perform the Services and to keep the audit trail that the Engagement requires. Methods that are generic to our practice may be reused by the Company across projects, but a client specific configuration is not reused without the written consent of that client.

The Company name and the marks of the Company may not be used in a publication or a press release without written permission. Permission is usually granted for an accurate reference to work performed, and it is refused where a reference would imply that we endorsed a finding we did not review.

13. Confidentiality

Each party agrees to keep the confidential information of the other party in confidence, to use it only for the Engagement and to protect it with at least the care it applies to its own material of similar value. Confidential information includes study plans, site locations, unpublished data, pricing and the internal records that each party generates in the course of the work.

Confidentiality does not apply to information that is already public, that the receiving party already held without a duty, that is independently developed without use of the disclosed material, or that the law requires a party to disclose. Where a disclosure is required by law, the party that must disclose gives the other party as much notice as the law allows so that a protective order can be sought.

14. Personal information and study data

The handling of personal information is described in the Privacy Policy, which forms part of these terms by reference. Where the Company processes personal information on behalf of a client, the client remains responsible for the purposes of the processing and for the notices it gives to the people involved.

We keep an audit trail for study data that records the author of a note, the device behind a reading and the time of an edit. A client may inspect that trail on request. We will not delete a field record that a client archive still needs, except where the law requires deletion or where the record contains information that must be removed for the protection of a person.

15. Third party tools and links

The Services may rely on third party hosting, email delivery or document storage. We choose those providers with care and review them regularly, but their availability is outside our direct control. The Website may also contain links to sites operated by others, and those links are provided for convenience only.

The Company is not responsible for the content, the security or the practices of a third party site. If a provider used by the Company changes its terms in a way that affects a client, we will tell the client and, where a practical alternative exists, we will propose it.

16. Availability and maintenance

We aim to keep the Website available at all times, but we do not promise uninterrupted access. Planned maintenance is carried out outside the core business hours of the grove office where it can be, and unplanned interruption is investigated as quickly as the cause allows.

Field systems that support a live season receive a higher level of attention than the public Website. If a system that a crew depends on becomes unavailable, we contact the named field contact directly and describe the workaround until service is restored.

17. Warranties and disclaimers

We perform the Services with the care and skill that a reasonable professional in our field would apply to comparable work. We warrant that our staff are competent for the tasks they perform and that a Deliverable will materially match the scope that the parties agreed.

Apart from that, the Website and the Services are provided as they are. To the fullest extent the law allows, we disclaim an implied warranty of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that a field record will satisfy a specific agency, that a statistical result will be reached, or that an observation made in the field is free from the ordinary limits of measurement.

18. Limitation of liability

To the fullest extent the law allows, the Company is not liable for an indirect, incidental, special or consequential loss, for lost profit or lost opportunity, or for damage to reputation that arises out of the use of the Website or the Services. Our total liability under an Engagement is limited to the fees paid for the Services that gave rise to the claim.

Nothing in these terms excludes a liability that the law does not allow us to exclude, including a liability for fraud or for a duty that cannot be waived. If a provision of this section is found unenforceable, the remaining provisions continue to apply and the unenforceable part is limited as far as the law permits.

19. Indemnity

You agree to indemnify the Company against a claim, a loss or a cost that arises from your breach of these terms, from Study Data that you supplied without the necessary rights, or from your failure to obtain a permit or an approval that an Engagement required. The Company will tell you promptly about a claim that it receives and will allow you to take part in the defense where that is reasonable.

20. Suspension and termination

Either party may end an Engagement by written notice as the Engagement provides. If the Engagement does not set a notice period, sixty days of written notice applies. Either party may end the Engagement at once if the other party commits a material breach and does not cure it within fifteen days of a written request to do so.

On termination, the client pays for Services performed and for a reasonable share of a commitment that the Company has already made. The Company hands over the Deliverables that have been issued and, on request, provides a reasonable transition period so that a study is not interrupted. Sections that by their nature should survive termination, including confidentiality, intellectual property, liability and governing law, continue to apply.

21. Events beyond reasonable control

A party is not liable for a delay or a failure that is caused by an event beyond its reasonable control, such as a severe storm, a wildfire, a flood, a public health order, a failure of a public utility or an act of a government. The affected party gives notice as soon as it can and makes reasonable efforts to resume performance.

Where such an event prevents a field day sitting, the parties will agree a new date without penalty. Where the event continues for more than sixty days, either party may end the affected part of the Engagement and settle the fees that are properly due for work already performed.

22. Governing law and disputes

These terms are governed by the laws of Canada and by the laws of the province in which the office of the Company is located, without regard to a conflict of laws rule. The parties will first try to resolve a dispute by discussion between a person with authority from each side.

If a dispute is not resolved within thirty days of a written notice, either party may refer it to mediation in good faith before starting a court action. Nothing in this section prevents a party from seeking urgent relief from a court to protect a right or to prevent misuse of confidential information.

23. Changes to these terms

We may update these terms from time to time. The effective date at the top of the page shows the version that is in force. A change does not alter the terms of an Engagement that was confirmed before the change unless the parties agree in writing.

If a material change affects your rights, we give reasonable notice on the Website and, where a client relationship exists, by direct message to the named contact. Continued use of the Website after a change takes effect is treated as acceptance of the updated terms.

24. General provisions

These terms, together with the Privacy Policy and the Engagement documents, form the entire agreement between the parties on their subject matter. A waiver of a breach is not a waiver of a later breach. If a provision is found invalid, the rest of the terms remain in force and the invalid part is read down to the extent needed.

Neither party may assign an Engagement without the written consent of the other, except to a successor in a merger or a sale of substantially all assets. Notices are given in writing to the address of a party and are considered received on the business day after sending where they are delivered by email to a confirmed address.

25. Contact details

Questions about these terms, requests to change an Engagement and notices of a dispute may be addressed to the grove desk using the details below. Please identify the Engagement or the page to which the message relates so that we can route it to the right person.