Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (Client) and 8009961 Canada Inc (Company) concerning your access to and use of our professional technology consulting services. By engaging our services, you agree to be bound by these Terms.

2. Services Provided

8009961 Canada Inc(operating as Gentle Canada) provides professional technology consulting services including but not limited to:

• Cloud architecture design and optimization
• Artificial intelligence and machine learning integration
• Enterprise system integration and API development
• Internet of Things (IoT) and connected systems solutions
• DevOps and continuous delivery implementation
• Digital transformation consulting and advisory services

3. Service Engagement

All services are provided pursuant to a Statement of Work (SOW) or Master Services Agreement (MSA) that defines the specific scope, deliverables, timeline, and compensation for each engagement. Any changes to the agreed scope must be documented in writing and approved by both parties.

4. Payment Terms

• Payment terms are Net 30 days from invoice date unless otherwise specified in the SOW
• Project-based engagements may require milestone-based payments
• Retainer services are billed monthly in advance
• Late payments may incur charges until negotiated for the waiver
• All fees are in Canadian Dollars (CAD) unless otherwise specified

5. Intellectual Property Rights

Upon full payment, Client receives ownership of custom deliverables created specifically for them as defined in the SOW. Company retains ownership of pre-existing intellectual property, methodologies, frameworks, and tools. Client grants Company the right to use project as a portfolio case study with prior written approval.

6. Confidentiality

Both parties agree to maintain confidentiality of proprietary information shared during the engagement. This obligation survives termination of the agreement for a period of five (5) years.

7. Warranties and Disclaimers

Company warrants that services will be performed in a professional manner consistent with industry standards. Services are provided "as is" without warranties of merchantability or fitness for a particular purpose beyond those explicitly stated in the SOW.

8. Limitation of Liability

Company's total liability for any claims arising from services shall not exceed the total fees paid by Client for the specific engagement giving rise to the claim. Company shall not be liable for indirect, incidental, consequential, or punitive damages.

9. Termination

Either party may terminate the engagement with 30 days written notice. Client remains responsible for payment of all services rendered up to the termination date. Project-based engagements may have specific termination provisions in the SOW.

10. Dispute Resolution

Any disputes shall first be addressed through good-faith negotiation. If unresolved, disputes shall be submitted to binding arbitration in Ontario, Canada under the Arbitration Act, 1991.

11. Governing Law

These Terms of Service shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding conflicts of law principles.

12. Client Responsibilities

Client agrees to:

• Provide timely access to necessary resources, systems, and personnel
• Respond to information requests within agreed timeframes
• Designate authorized representatives for decision-making
• Provide accurate and complete information
• Maintain appropriate security and access controls

13. Data Protection

Both parties agree to comply with applicable data protection and privacy laws including PIPEDA. Where Company processes personal data on Client's behalf, parties agree to data processing terms addressing purpose, scope, security measures, and data subject rights.

14. Force Majeure

Neither party is liable for delays or failures due to causes beyond reasonable control, including natural disasters, pandemics, government actions, or infrastructure failures.

15. Independent Contractors

Parties are independent contractors. Nothing in these Terms creates an employment, partnership, or agency relationship between the parties.

16. Entire Agreement

These Terms, together with applicable SOW, constitute the entire agreement and supersede all prior agreements and understandings. Amendments must be in writing and signed by authorized representatives of both parties.