Terms of Service

1. Acceptance of Terms

Welcome to CDF Dynamic. By accessing or using the website located at www.cdfdynamic.buzz (the Site), or by engaging Cdf Dynamic Holdings Ltd. (referred to as CDF Dynamic, the Company, we, us, or our) for computer systems design, technology consulting, or any related professional services (collectively, the Services), you (referred to as you, the Client, or the User) agree to be bound by these Terms of Service (the Terms). If you are accessing the Site or using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such case, the terms you or your shall refer to that entity.

Please read these Terms carefully before using the Site or Services. If you do not agree to all of the terms and conditions contained herein, you must not access the Site or use the Services. Your continued use of the Site or Services following any modifications to these Terms constitutes your acceptance of those changes. We recommend that you periodically review these Terms to stay informed of any updates. These Terms apply to all visitors, users, clients, and others who access or use our Site or Services. These Terms, together with our Privacy Policy and any applicable Statement of Work, Master Services Agreement, or other written agreement signed by both parties, constitute the entire agreement between you and CDF Dynamic regarding your use of the Site and Services.

2. Description of Services

CDF Dynamic provides professional services in the field of computer systems design and related services, operating within the Professional, Scientific, and Technical Services sector. Our service portfolio includes, but is not limited to: computer integrated systems design, systems architecture planning and implementation, cloud infrastructure strategy and migration, cybersecurity assessment and solution design, data engineering and analytics platform development, enterprise network design and optimization, technology consulting and strategic advisory, IT governance framework development, digital transformation planning and execution, and ongoing technical support and managed services. The specific scope, deliverables, timeline, and fees for each engagement are defined in a separate written agreement, proposal, or Statement of Work entered into between CDF Dynamic and the Client.

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice, provided that such modification does not materially affect ongoing engagements governed by active written agreements. We also reserve the right to refuse service to any person or entity for any lawful reason, at our sole discretion. The information provided on our Site is for general informational purposes only and does not constitute professional advice. You should not act or refrain from acting based on Site content without first seeking appropriate professional consultation.

3. Use of the Website

You agree to use the Site only for lawful purposes and in accordance with these Terms. You shall not: (a) use the Site in any way that violates any applicable federal, provincial, local, or international law or regulation; (b) use the Site to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any junk mail, chain letter, spam, or any other similar solicitation; (c) impersonate or attempt to impersonate CDF Dynamic, a CDF Dynamic employee, another user, or any other person or entity; (d) engage in any conduct that restricts or inhibits the use or enjoyment of the Site by anyone, or which, as determined by us, may harm CDF Dynamic or users of the Site; (e) introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (f) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site; (g) attack the Site via a denial-of-service attack or a distributed denial-of-service attack; or (h) otherwise attempt to interfere with the proper working of the Site.

We reserve the right to withdraw or amend the Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users. You are responsible for making all arrangements necessary for you to have access to the Site and ensuring that all persons who access the Site through your internet connection are aware of these Terms and comply with them.

4. Client Obligations and Responsibilities

In connection with any consulting engagement, you agree to: (i) provide CDF Dynamic with accurate, complete, and timely information necessary for the performance of the Services; (ii) designate a primary point of contact with the authority to make decisions and provide approvals on behalf of your organization; (iii) provide access to your systems, facilities, and personnel as reasonably required for the delivery of Services; (iv) ensure that any data, materials, or information you provide to us does not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party; (v) comply with all applicable laws and regulations in your use of our Services; (vi) maintain adequate backups of your data and systems prior to any changes we may implement as part of the Services; (vii) review and provide timely feedback on deliverables, proposals, and recommendations; and (viii) fulfill any payment obligations in accordance with the agreed terms.

You acknowledge that the successful delivery of technology consulting and systems design services depends upon your active participation, cooperation, and provision of accurate information. Delays caused by your failure to meet these obligations may result in adjustments to project timelines and associated costs. We shall not be liable for any failure or delay in performing our obligations under these Terms to the extent such failure or delay is caused by your failure to perform your obligations.

5. Intellectual Property Rights

All content, features, and functionality available on the Site — including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, software, and the design, selection, and arrangement thereof — are the exclusive property of Cdf Dynamic Holdings Ltd., its licensors, or other providers of such material and are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The CDF Dynamic name, the CDF Dynamic logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates. You must not use such marks without the prior written permission of the Company.

With respect to deliverables created in the course of a consulting engagement, ownership and intellectual property rights shall be defined in the applicable Statement of Work, Master Services Agreement, or other written agreement. Unless otherwise specified in writing, CDF Dynamic retains ownership of all pre-existing intellectual property, methodologies, tools, frameworks, and know-how used in the delivery of Services. Upon full payment for Services rendered, the Client shall receive a perpetual, non-exclusive, non-transferable license to use the deliverables for their internal business purposes, unless a broader transfer of rights is explicitly agreed upon in writing.

6. Confidentiality and Non-Disclosure

In the course of providing Services, CDF Dynamic may receive or have access to confidential and proprietary information belonging to the Client. Confidential Information means any information, technical data, or know-how — including but not limited to business plans, strategies, financial information, customer data, trade secrets, technical specifications, source code, system architectures, security configurations, and personnel information — that is designated as confidential or that, given the nature of the information or circumstances of disclosure, should reasonably be understood to be confidential. Both parties agree to: (a) hold Confidential Information in strict confidence and not disclose it to any third party without the disclosing party written authorization; (b) use Confidential Information solely for the purpose of performing obligations or exercising rights under these Terms; (c) limit access to Confidential Information to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (d) protect the confidentiality of such information with at least the same degree of care as the receiving party uses to protect its own confidential information, but in no event less than reasonable care.

The obligations of confidentiality shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully in the possession of the receiving party prior to disclosure; (iii) is rightfully obtained by the receiving party from a third party without restriction on disclosure; (iv) is independently developed by the receiving party without use of or reference to the Confidential Information; or (v) is required to be disclosed by law, regulation, or court order, provided the receiving party gives the disclosing party prompt written notice and reasonable assistance to seek a protective order.

7. Payment Terms and Fees

Fees for Services shall be set forth in the applicable Statement of Work, proposal, or engagement letter. Unless otherwise agreed in writing, payment terms are as follows: invoices are issued upon execution of the engagement agreement or at defined project milestones, payment is due within 30 days from the date of invoice, all fees are quoted and payable in Canadian Dollars (CAD) unless another currency is specified, applicable taxes including HST/GST will be added to invoices as required by law, and late payments shall accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower.

In addition to the fees for Services, the Client shall reimburse CDF Dynamic for reasonable out-of-pocket expenses incurred in connection with the Services, including but not limited to travel, accommodation, software licenses, and third-party service fees, provided such expenses are pre-approved in writing by the Client. We reserve the right to suspend or terminate Services if payment is not received within the agreed timeframe. The Client shall be responsible for all costs of collection, including reasonable legal fees, incurred by CDF Dynamic in collecting any amounts past due.

8. Disclaimers and Warranties

THE SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE ARE PROVIDED BY CDF DYNAMIC ON AN AS IS AND AS AVAILABLE BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. CDF DYNAMIC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, CDF DYNAMIC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CDF DYNAMIC DOES NOT WARRANT THAT THE SITE, ITS SERVERS, OR EMAIL SENT FROM CDF DYNAMIC ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CDF DYNAMIC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

For Services provided under a separate written agreement, the warranties applicable to such Services shall be as defined in that agreement. In the absence of specific warranty provisions in a written agreement, CDF Dynamic warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Any claim for breach of this warranty must be made in writing within 30 days of delivery of the applicable Service.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CDF DYNAMIC HOLDINGS LTD., ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, THE SERVICES, OR THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF CDF DYNAMIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CDF DYNAMIC EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO CDF DYNAMIC UNDER THE APPLICABLE STATEMENT OF WORK OR AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR FIVE THOUSAND CANADIAN DOLLARS (CAD $5,000) IN THE CASE OF SITE-RELATED CLAIMS. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

10. Indemnification

You agree to defend, indemnify, and hold harmless Cdf Dynamic Holdings Ltd., its parent, subsidiaries, affiliates, and their respective officers, directors, employees, agents, contractors, successors, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to reasonable legal fees) arising out of or related to: (a) your use of and access to the Site and Services; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right; (d) any claim that your data or materials caused damage to a third party; or (e) your violation of any applicable law, rule, or regulation. This indemnification obligation will survive the termination of these Terms and your use of the Site and Services. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

11. Third-Party Services and Links

The Site may contain links to third-party websites, services, or resources that are not owned or controlled by CDF Dynamic. These links are provided for your convenience and do not imply endorsement by CDF Dynamic of the content, products, or services available on or through such third-party resources. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that CDF Dynamic shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such third-party websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

12. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to their conflict of law provisions. You and CDF Dynamic agree to submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada, for the resolution of any disputes arising out of or relating to these Terms or the Services. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. Any claim or cause of action arising out of or related to use of the Site or these Terms must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

Nothing in this section shall prevent CDF Dynamic from seeking injunctive or other equitable relief from any court of competent jurisdiction to protect its intellectual property rights or Confidential Information. In the event of any dispute, the prevailing party shall be entitled to recover its reasonable legal fees and costs from the non-prevailing party.

13. Termination

We may terminate or suspend your access to the Site and Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. All provisions of these Terms which by their nature should survive termination shall survive termination, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability. Upon termination, your right to use the Site and Services will immediately cease. If you wish to terminate an ongoing engagement for Services, the termination provisions in the applicable Statement of Work or Master Services Agreement shall govern. In the absence of such provisions, either party may terminate the engagement upon 30 days written notice, and you shall pay for all Services rendered up to the date of termination, plus any non-cancellable expenses or commitments incurred by CDF Dynamic in connection with the engagement.

14. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, epidemics or pandemics, government orders or regulations, failure of utilities or telecommunications infrastructure, denial-of-service attacks, or any other cause, whether similar or dissimilar to those enumerated, that is beyond the reasonable control of the affected party (a Force Majeure Event). The affected party shall: (i) promptly notify the other party of the Force Majeure Event; (ii) use reasonable efforts to minimize the impact and resume performance as soon as reasonably practicable; and (iii) keep the other party informed of ongoing efforts. If a Force Majeure Event continues for more than 30 days, either party may terminate the affected Services upon written notice without liability.

15. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will try to provide at least 30 days notice prior to any new terms taking effect by posting a notice on our Site, by sending an email to the address you have provided, or through other reasonable means. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Site or Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you must stop accessing the Site and using the Services. It is your responsibility to check these Terms periodically for changes. The date on which these Terms were last modified is identified at the top of this page.

We may also, in the future, offer new services or features through the Site. Such new features or services shall be subject to the terms and conditions of these Terms. Any failure by us to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

16. Contact Information

If you have any questions, concerns, or feedback regarding these Terms of Service, or if you need to provide any legal notices, please contact us through the following channels:

Cdf Dynamic Holdings Ltd.
M048-1460 The Queensway
Etobicoke, Ontario, M8Z 1S4
Canada

Email: chat@cdfdynamic.buzz
Phone: +1 930 993 9283
Website: www.cdfdynamic.buzz

We value your feedback and are committed to addressing any concerns promptly and professionally. Please allow up to two business days for a response to written inquiries. All legal notices must be sent to our registered office address by certified mail, return receipt requested, or by internationally recognized courier service with delivery confirmation, and will be deemed given upon receipt.

17. Entire Agreement

These Terms, together with our Privacy Policy and any applicable Statement of Work, Master Services Agreement, Non-Disclosure Agreement, or other written agreement entered into between you and CDF Dynamic, constitute the sole and entire agreement between you and Cdf Dynamic Holdings Ltd. with respect to the Site and Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Site and Services. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and the failure of CDF Dynamic to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

The section titles in these Terms are for convenience only and have no legal or contractual effect. The terms and conditions herein are binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign or delegate these Terms or any of your rights or obligations hereunder without the prior written consent of CDF Dynamic. CDF Dynamic may freely assign or delegate these Terms without restriction.