Terms of Service

Last Updated: April 2, 2026

Agreement to Terms

These Terms of Service constitute a legally binding agreement between you and GDS Carrier Inc. regarding your use of our website and services. By accessing or using our services, you agree to be bound by these terms. If you do not agree to these terms, please do not use our services.

Services Description

GDS Carrier Inc. provides professional computer systems design, integration, and technical consulting services. Our services include but are not limited to:

• Computer systems design and architecture
• System integration and implementation
• Technical consulting and advisory services
• Cloud infrastructure solutions
• Custom software development
• Scientific research and development services

Service Agreements

Specific services will be provided under separate written agreements that detail the scope of work, deliverables, timelines, and compensation. These Terms of Service supplement but do not replace individual service agreements.

Project Scope and Changes

Any changes to the agreed-upon project scope must be documented in writing and approved by both parties. Additional work beyond the original scope may result in adjusted timelines and fees.

Client Responsibilities

Clients are responsible for providing timely access to necessary resources, information, and personnel required for project completion. Delays caused by client unavailability may impact project timelines and deliverables.

Intellectual Property Rights

All intellectual property rights in custom work products created specifically for a client under a service agreement will be transferred to the client upon full payment, unless otherwise specified in writing. GDS Carrier retains ownership of:

• Pre-existing intellectual property and proprietary tools
• General methodologies and processes
• Knowledge and experience gained during projects
• Any work products created prior to full payment

Confidentiality

Both parties agree to maintain the confidentiality of proprietary information shared during the course of the business relationship. This obligation includes:

• Not disclosing confidential information to third parties without written consent
• Using confidential information only for the purposes of the service agreement
• Implementing reasonable security measures to protect confidential information
• Returning or destroying confidential information upon request or termination of services

Payment Terms

Payment terms will be specified in individual service agreements. Standard terms include:

• Invoices are due within 30 days of issuance unless otherwise agreed
• Late payments may incur interest charges at the rate of 1.5% per month
• Services may be suspended for accounts with overdue balances
• All fees are quoted in Canadian dollars unless otherwise specified

Warranties and Disclaimers

GDS Carrier warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. However, we make no warranties regarding:

• Specific results or outcomes from our services
• Compatibility with all third-party systems or software
• Uninterrupted or error-free operation of delivered systems
• Fitness for a particular purpose beyond the agreed scope

To the maximum extent permitted by law, all other warranties, express or implied, are disclaimed.

Limitation of Liability

To the fullest extent permitted by applicable law, GDS Carrier shall not be liable for:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Damages exceeding the fees paid for the specific services giving rise to the claim
• Damages resulting from client misuse of delivered systems or services

Indemnification

Clients agree to indemnify and hold harmless GDS Carrier from claims, damages, and expenses arising from:

• Client's use of our services in violation of these terms
• Client's violation of applicable laws or regulations
• Infringement claims related to client-provided materials or content
• Unauthorized modifications to delivered work products

Term and Termination

Service agreements may be terminated by either party with written notice as specified in the individual agreement. Upon termination:

• Client remains responsible for payment of services rendered through the termination date
• GDS Carrier will deliver all completed work products upon receipt of payment
• Both parties will return or destroy confidential information as appropriate
• Provisions regarding confidentiality, intellectual property, and liability survive termination

Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, acts of government, labor disputes, or technical failures of third-party services.

Dispute Resolution

Any disputes arising from these terms or our services shall be resolved through:

1. Good faith negotiations between the parties
2. Mediation by a mutually agreed mediator if negotiations fail
3. Binding arbitration or litigation in the courts of Ontario, Canada if mediation is unsuccessful

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, without regard to conflict of law principles.

Website Use

When using our website, you agree to:

• Provide accurate and complete information
• Not use the website for any unlawful purpose
• Not attempt to gain unauthorized access to our systems
• Not interfere with the proper functioning of the website
• Not transmit malicious code or harmful content

Modifications to Terms

We reserve the right to modify these Terms of Service at any time. Changes will be effective immediately upon posting to our website. Your continued use of our services after changes are posted constitutes acceptance of the modified terms.

Severability

If any provision of these terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

Entire Agreement

These Terms of Service, together with any individual service agreements and our Privacy Policy, constitute the entire agreement between you and GDS Carrier regarding the use of our services and supersede all prior agreements and understandings.

Contact Information

For questions about these Terms of Service or our services, please contact us:

Acknowledgment

By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. You also acknowledge that you have the authority to enter into this agreement on behalf of your organization if applicable.