Terms of Service

1. Acceptance of Terms

By accessing or using the services provided by Ascendia Technologies ("Company," "we," "our," or "us"), you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use our services. These Terms apply to all users of our website, services, and any related applications or platforms.

2. Description of Services

Ascendia Technologies provides technology consulting and development services, including but not limited to:

• Custom software development
• Web development and design
• Cloud infrastructure services
• Data analytics and business intelligence
• AI and machine learning solutions
• System integration and automation
• Cybersecurity consulting
• DevOps and IT consulting

Specific service details, timelines, and deliverables will be outlined in separate service agreements or statements of work.

3. Service Agreements

All services are provided subject to a separate written agreement between you and Ascendia Technologies. Such agreements will include project scope, timelines, payment terms, and specific deliverables. In case of conflict between these Terms and a service agreement, the service agreement will prevail for that specific project.

4. Payment Terms

4.1 Fees and Payment

Payment terms will be specified in your service agreement. Generally:

• All fees are quoted in Canadian dollars (CAD) unless otherwise specified
• Payment is due within 30 days of invoice date unless otherwise agreed
• Late payments may incur interest charges of 1.5% per month
• All prices are exclusive of applicable taxes (HST/GST/PST)

4.2 Refunds

Refund policies will be outlined in your specific service agreement. Generally, payments for completed work are non-refundable. For ongoing projects, refunds may be prorated based on work completed.

5. Intellectual Property

5.1 Client Intellectual Property

You retain ownership of all intellectual property you provide to us, including:

• Business data and information
• Existing trademarks, copyrights, and trade secrets
• Domain-specific knowledge and requirements

5.2 Developed Intellectual Property

Unless otherwise specified in your service agreement, you will own the intellectual property rights to custom software, applications, and solutions developed specifically for you. We retain rights to our pre-existing tools, methodologies, and general knowledge used in providing services.

5.3 License to Use

You grant us a limited, non-exclusive license to use your intellectual property solely for the purpose of providing the agreed services.

6. Confidentiality

We understand the sensitive nature of business information. We commit to maintaining strict confidentiality of all proprietary information, trade secrets, and business data shared with us. This obligation survives termination of our service relationship. For sensitive projects, we may execute separate non-disclosure agreements (NDAs).

7. Client Responsibilities

To ensure successful project delivery, you agree to:

• Provide accurate and complete information and requirements
• Respond to requests for information and feedback in a timely manner
• Provide necessary access to systems, data, and personnel
• Review and approve deliverables within agreed timeframes
• Make payments according to the agreed schedule
• Comply with all applicable laws and regulations

8. Warranties and Disclaimers

8.1 Service Warranty

We warrant that:

• Services will be performed in a professional manner
• We have the necessary expertise and resources to deliver agreed services
• Services will substantially conform to specifications in the service agreement

8.2 Disclaimers

Except as expressly stated in your service agreement, our services are provided "as is" without warranties of any kind. We disclaim all implied warranties including merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee that our services will be uninterrupted, error-free, or meet all your requirements.

9. Limitation of Liability

To the maximum extent permitted by law, our total liability for any claims arising from or related to our services shall not exceed the amount paid by you for the specific service giving rise to the claim in the 12 months preceding the claim. In no event shall we be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, data loss, or business interruption.

10. Indemnification

You agree to indemnify and hold harmless Ascendia Technologies from any claims, damages, or expenses arising from: (a) your use of our services in violation of these Terms; (b) your violation of any law or regulation; (c) your infringement of third-party rights; or (d) any content or data you provide to us.

11. Termination

11.1 Termination by Either Party

Either party may terminate services:

• For convenience with 30 days written notice
• Immediately for material breach that remains uncured after 15 days written notice
• Immediately if the other party becomes insolvent or files for bankruptcy

11.2 Effect of Termination

Upon termination, you remain liable for all fees for services performed prior to termination. We will return or destroy your confidential information as requested. Provisions regarding payment, confidentiality, intellectual property, and limitation of liability survive termination.

12. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including natural disasters, government actions, labor disputes, internet outages, or other unforeseeable circumstances.

13. Privacy and Data Protection

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. We comply with applicable Canadian privacy laws including PIPEDA.

14. Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of Ontario and Canada, without regard to conflict of law principles.

14.2 Dispute Resolution Process

In case of disputes, the parties agree to:

• First attempt resolution through good faith negotiations
• If unsuccessful, pursue mediation through a mutually agreed mediator
• If mediation fails, resolve disputes through binding arbitration in Ontario
• Courts of Ontario have exclusive jurisdiction for enforcement of arbitration awards

15. General Provisions

15.1 Entire Agreement

These Terms, together with any applicable service agreements and our Privacy Policy, constitute the entire agreement between the parties.

15.2 Modifications

We may update these Terms from time to time. Material changes will be communicated to active clients. Continued use of our services after changes constitutes acceptance of the updated Terms.

15.3 Severability

If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.

15.4 Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

16. Contact Information

If you have questions about these Terms of Service, please contact us: