1. Definitions
In these Terms of Service, the following definitions apply:
"Company," "We," "Us," "Our" refers to GDS Pacific Consulting Ltd., a consulting firm registered and operating in Ontario, Canada.
"Client," "You," "Your" refers to the individual or entity accessing our website or using our services.
"Services" refers to all consulting, design, development, integration, and managed services provided by GDS Pacific, including but not limited to computer systems design, software engineering, cloud infrastructure, data engineering, security auditing, and technology consulting.
"Website" or "Site" refers to www.gdspacific.lat and all associated subdomains and pages.
"Content" refers to all text, graphics, images, code, data, documentation, and other materials published on our website or delivered as part of our services.
2. Use of the Website
By using our website, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into binding agreements. You agree to use the website only for lawful purposes and in accordance with these Terms of Service. You are prohibited from using the website in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use and enjoyment of the website.
We reserve the right to suspend or terminate your access to the website at any time, without prior notice, for conduct that we believe violates these terms or is otherwise harmful to our interests, other users, or third parties.
3. Intellectual Property Rights
All content, materials, designs, code, documentation, methodologies, frameworks, and deliverables created by GDS Pacific and presented on our website or provided as part of our services are the exclusive intellectual property of GDS Pacific Consulting Ltd., unless otherwise explicitly stated. This includes but is not limited to software code, system architectures, technical documentation, project plans, algorithms, data models, and proprietary methodologies developed during the course of our work.
Subject to full payment of applicable fees, clients receive a limited, non-exclusive, non-transferable license to use the deliverables specifically created for them under a signed service agreement. No ownership or title to our intellectual property is transferred to the client. All rights not expressly granted are reserved by GDS Pacific Consulting Ltd.
You may not reproduce, distribute, modify, create derivative works from, publicly display, or commercially exploit any content from our website or services without our prior written consent, except as expressly permitted by applicable law or as necessary to use the deliverables provided to you under a separate service agreement.
4. Service Engagement and Agreements
All consulting and professional services provided by GDS Pacific are governed by a separate written Service Agreement or Statement of Work executed by both parties. These Terms of Service do not constitute a service agreement and do not obligate us to provide any specific services unless and until a separate agreement is signed. Each Service Agreement will specify the scope of work, deliverables, timeline, fees, payment terms, and any project-specific terms and conditions.
In the event of any conflict between these Terms of Service and a signed Service Agreement, the terms of the Service Agreement shall prevail with respect to the specific services covered therein.
5. Fees and Payment Terms
Fees for our services are as set forth in the applicable Service Agreement or as otherwise agreed in writing. Payment terms, including due dates, late payment penalties, and acceptable payment methods, are specified in each Service Agreement or invoice. Unless otherwise agreed, all fees are due within thirty days of the invoice date. Late payments may incur interest at a rate of 1.5 percent per month or the maximum rate permitted by applicable law, whichever is lower.
All fees are quoted and payable in Canadian Dollars unless otherwise specified. The client is responsible for all applicable taxes, duties, and governmental charges, excluding taxes based on our net income. We reserve the right to suspend services for accounts that are more than thirty days past due.
6. Confidentiality
Both parties agree to maintain the confidentiality of all proprietary information disclosed during the course of any business relationship. Confidential information includes, but is not limited to, business strategies, technical specifications, system architectures, source code, financial data, client lists, trade secrets, and any other information that a reasonable person would understand to be confidential. The receiving party agrees to use the disclosing party's confidential information solely for the purpose of performing or receiving the services and to protect it with the same degree of care used to protect its own confidential information.
Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party prior to disclosure, is independently developed by the receiving party, or is required to be disclosed by law or court order.
7. Limitation of Liability
To the maximum extent permitted by applicable law, GDS Pacific Consulting Ltd. and its officers, directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, or cost of procurement of substitute services, arising out of or in connection with the use of our website or services, whether based on contract, tort, negligence, strict liability, or otherwise.
Our total cumulative liability for any claims arising under these Terms of Service or any service agreement shall not exceed the total fees paid by the client to us in the twelve-month period preceding the event giving rise to the claim. This limitation of liability applies even if we have been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.
8. Warranty Disclaimer
Our website and services are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied. We expressly disclaim all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and warranties arising from course of dealing or usage of trade.
We do not warrant that our website will be uninterrupted, timely, secure, or error-free, or that any defects will be corrected. Any content downloaded or otherwise obtained through the use of our website is accessed at your own risk, and you will be solely responsible for any damage to your computer system or loss of data.
9. Indemnification
You agree to indemnify, defend, and hold harmless GDS Pacific Consulting Ltd., its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, arising out of or related to your use of our website, your violation of these Terms of Service, your violation of any third-party rights, or your breach of any applicable laws or regulations.
10. Third-Party Links
Our website may contain links to third-party websites, services, or resources that are not owned or controlled by GDS Pacific. We provide these links for your convenience only and do not endorse, review, or assume any responsibility for the content, privacy practices, or terms of use of any third-party websites. Your interactions with third-party websites are solely between you and the third party, and we disclaim all liability arising from such interactions.
11. Termination
We reserve the right to suspend or terminate your access to our website, or terminate any service agreement, at any time for any reason, including without limitation if you breach any provision of these Terms of Service or any applicable service agreement. Upon termination, your right to use the website will immediately cease. Provisions of these Terms of Service that by their nature should survive termination, including intellectual property rights, confidentiality, limitation of liability, indemnification, and governing law, shall survive any termination.
12. Governing Law and Jurisdiction
These Terms of Service and any disputes arising out of or relating to them, their subject matter, or our relationship, 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 regard to conflict of law principles. You agree to submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada for the resolution of any disputes.
13. Changes to Terms
We reserve the right to modify or update these Terms of Service at any time, with or without prior notice. Material changes will be posted on this page along with an updated effective date. Your continued use of our website and services after any such changes constitutes your acceptance of the new terms. We encourage you to review these Terms of Service periodically to stay informed of any updates.
14. Severability
If any provision of these Terms of Service is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent.
15. Entire Agreement
These Terms of Service, together with any separately executed Service Agreement, Privacy Policy, and any other documents expressly incorporated by reference, constitute the entire agreement between you and GDS Pacific with respect to your use of our website and services, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written.
16. Contact Information
We value your business and are committed to addressing any questions or concerns you may have regarding these Terms of Service or our professional relationship. Please do not hesitate to reach out:
GDS Pacific Consulting Ltd.
218-2020 McNicoll Ave
Scarborough, Ontario M1V 0B5
Canada
Email: help@gdspacific.lat
Phone: +1 (262) 382-4737
17. Force Majeure
Neither party shall be held liable for any delay or failure in performance under these Terms of Service or any service agreement to the extent such delay or failure is caused by events beyond the party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, public health emergencies, government actions or restrictions, labor disputes, supply chain disruptions, telecommunications failures, and internet service outages. The affected party shall provide prompt notice of the force majeure event and shall use reasonable efforts to resume performance as soon as practicable.
18. Waiver
No waiver of any provision of these Terms of Service shall be deemed a further or continuing waiver of such provision or any other provision. The failure of GDS Pacific to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of the waiving party to be effective.
19. Assignment
You may not assign or transfer any rights or obligations under these Terms of Service without our prior written consent. GDS Pacific may assign or transfer its rights and obligations under these Terms of Service to a successor entity in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be null and void.