1. Acceptance of Terms
Welcome to VND Global Inc. By accessing or using our website located at www.vndglobal.autos, engaging our computer systems design and integration services, or otherwise interacting with us in a business capacity, you agree to be bound by these Terms of Service. These terms constitute a legally binding agreement between you and VND Global Inc., a corporation organized under the laws of Ontario, Canada, with its registered office at A-155 Highland Cres, Kitchener, Ontario N2M 0A1.
If you do not agree to all of the terms and conditions contained herein, you must not access our website or use any of our services. These Terms of Service apply to all visitors, users, clients, and others who access or use our digital platforms or services. We reserve the right to modify or replace these terms at any time at our sole discretion. When we make material changes, we will update the effective date at the top of this page and may provide additional notice as appropriate.
Your continued use of our website and services following the posting of any revised terms constitutes your acceptance of those changes. You are responsible for reviewing these Terms of Service periodically to stay informed of updates. If a revision is material, we will make reasonable efforts to notify you before the new terms become effective. Any use of our services after the effective date of revised terms will be deemed acceptance of those revisions.
2. Description of Services
VND Global Inc. provides enterprise-grade computer systems design, integration, and technical consulting services. Our scope of work encompasses systems architecture design, platform integration, infrastructure engineering, managed systems operations, custom software integration, and strategic technology advisory services. We serve organizations across multiple industries, including financial services, healthcare, logistics, manufacturing, telecommunications, energy, government, retail, education, and insurance.
The specific scope, deliverables, timelines, and fees for any consulting engagement are defined in a separate written agreement executed between VND Global Inc. and the client. That engagement agreement, once signed by both parties, governs the specific project and takes precedence over any general description of services presented on this website. Our website provides general information about our capabilities and areas of expertise. It does not constitute a binding offer to perform services, nor does browsing our website create a client relationship.
We reserve the right to modify, suspend, or discontinue any aspect of our services or website at any time without prior notice. While we strive to ensure that the information on our website is accurate and current, we do not warrant that descriptions of services or other content on the site are complete, reliable, or error-free. Service availability may vary by geographic region, and certain services may not be available in all jurisdictions.
3. Website Use and Conduct
When using our website, you agree to comply with all applicable laws, regulations, and these Terms of Service. You are granted a limited, non-exclusive, non-transferable, and revocable license to access and use our website for your personal or internal business purposes. This license does not include any right to reproduce, duplicate, copy, sell, resell, or exploit any portion of the website or its content for commercial purposes without our express written permission.
You agree not to use our website in any way that could damage, disable, overburden, or impair our servers or networks, or interfere with any other use and enjoyment of the website. You may not attempt to gain unauthorized access to any part of the website, other accounts, computer systems, or networks connected to any VND Global Inc. server through hacking, password mining, or any other means. You may not use any automated means, including robots, spiders, scrapers, or data mining tools, to access, monitor, or copy any content or information from our website without our prior written consent.
You are responsible for maintaining the confidentiality of any account credentials you may create on our systems and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. VND Global Inc. will not be liable for any loss or damage arising from your failure to comply with these security obligations. We reserve the right to terminate or suspend your access to our website at any time, without prior notice, for conduct that we believe violates these terms or is harmful to other users, us, or third parties.
4. Intellectual Property Rights
All content on this website, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, digital downloads, data compilations, software, and the overall design and arrangement of the site, is the exclusive property of VND Global Inc. or its content suppliers and is protected by Canadian and international copyright, trademark, and other intellectual property laws. The compilation of all content on this site is the exclusive property of VND Global Inc.
The VND Global name, the VND Global logo, and all related names, logos, product and service names, designs, and slogans are trademarks of VND Global Inc. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on this website are the trademarks of their respective owners. Nothing on this website should be construed as granting any license or right to use any trademark displayed on the site without the written permission of the trademark owner.
For consulting engagements, the ownership of deliverables including system architecture designs, technical specifications, integration plans, software code, documentation, and other work products created for a client is addressed in the individual engagement agreement. Unless otherwise specified in writing, VND Global Inc. retains ownership of its pre-existing methodologies, tools, frameworks, and know-how used in delivering services. The client retains ownership of its pre-existing materials and receives a perpetual license to use the deliverables for its internal business purposes as defined in the engagement agreement.
5. Client Obligations and Cooperation
Successful delivery of our systems design and integration services depends on meaningful collaboration and timely cooperation from our clients. When you engage VND Global Inc. for a project, you agree to provide reasonably requested information, access to relevant personnel, appropriate access to systems and facilities, and timely feedback on deliverables and decisions. Delays caused by a failure to provide necessary information or approvals may impact project timelines and may result in additional fees as outlined in the engagement agreement.
You represent and warrant that any materials, data, or content you provide to us in connection with a consulting engagement are either owned by you or that you have all necessary rights, licenses, and permissions to share such materials with us for the purposes of the engagement. You agree to indemnify and hold VND Global Inc. harmless from any claims, damages, or expenses arising from your failure to obtain such rights or from the content of any materials you provide to us.
As our client, you are responsible for making independent decisions about the systems, technologies, and configurations that best serve your business objectives. Our role is to provide expert analysis, recommendations, and implementation support. The ultimate decision to adopt, deploy, or rely upon any system design, technology selection, or configuration rests with you. You acknowledge that no system can be guaranteed to be entirely free of vulnerabilities, and that ongoing maintenance, monitoring, and updates are necessary to preserve the security and performance of any technology infrastructure.
6. Fees, Payment, and Billing
The fees for our services are set forth in the engagement agreement executed between VND Global Inc. and each client. Unless otherwise specified in the agreement, all fees are quoted and payable in Canadian dollars. Payment terms, including invoicing schedules, due dates, and accepted payment methods, are detailed in the engagement agreement. Clients are responsible for all applicable taxes, including federal and provincial sales taxes, unless a valid tax exemption certificate is provided.
Invoices are payable within the timeframe specified on each invoice, typically thirty days from the date of issue. Late payments may be subject to interest charges at the rate of one and one-half percent per month, or the maximum rate permitted by applicable law, whichever is lower. VND Global Inc. reserves the right to suspend or terminate services if payment is not received when due, provided that we have given the client written notice and a reasonable opportunity to cure the default. The client is responsible for all reasonable costs of collection, including legal fees, incurred in connection with the collection of overdue amounts.
For fixed-price projects, the scope of work and associated fees are defined in the engagement agreement. Any changes to the scope requested by the client will be addressed through a change order process, which may result in adjustments to timelines and fees. For time-and-materials engagements, fees are based on the actual hours worked by our team at the agreed-upon rates. We will provide regular updates on hours incurred and project progress. All out-of-pocket expenses reasonably incurred in connection with the delivery of services, including travel, accommodation, and materials, will be billed to the client as agreed in the engagement agreement.
7. Confidentiality
Both VND Global Inc. and our clients recognize the sensitive nature of the information involved in systems design and integration engagements. We are committed to maintaining the confidentiality of all proprietary and non-public information disclosed by our clients during the course of a project. This includes business strategies, technical architectures, data schemas, source code, financial information, customer data, trade secrets, and any other information designated as confidential or that a reasonable person would understand to be confidential.
Each party agrees to use confidential information solely for the purpose of performing its obligations under the engagement agreement and to protect such information using measures at least as rigorous as those used to protect its own confidential information of a similar nature. Confidential information does not include information that is or becomes publicly available through no breach of this agreement, is independently developed without use of the disclosing confidential information, is rightfully received from a third party without restriction, or is required to be disclosed by law or court order provided that the receiving party gives prompt notice to the disclosing party to allow an opportunity to seek a protective order.
The obligations of confidentiality survive the termination or expiration of the engagement agreement for a period of five years, or indefinitely with respect to trade secrets. Upon termination of the engagement, each party will, upon request, return or destroy all confidential information of the other party in its possession, except that each party may retain one archival copy for compliance, legal, and regulatory purposes, subject to the continuing obligation of confidentiality.
8. Limitation of Liability
To the fullest extent permitted by applicable law, VND Global Inc. and its officers, directors, employees, agents, and subcontractors shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, business interruption, or loss of business opportunity, arising out of or related to these terms, your use of our website, or the provision of our services, regardless of the theory of liability, whether in contract, tort, negligence, strict liability, or otherwise, even if we have been advised of the possibility of such damages.
The aggregate liability of VND Global Inc. for any and all claims arising out of or relating to these terms, the website, or any services provided shall not exceed the total fees actually paid by you to VND Global Inc. for the specific service giving rise to the claim during the twelve months preceding the event that gave rise to the liability. This limitation applies regardless of whether the claim is based on contract, tort, negligence, strict liability, or any other legal theory. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the exclusions and limitations in this section may not apply to you.
VND Global Inc. provides its website and services on an as is and as available basis, without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the website will be uninterrupted, secure, or error-free, that defects will be corrected, or that the website or the servers that make it available are free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of our website is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from such activity.
9. Indemnification
You agree to defend, indemnify, and hold harmless VND Global Inc. and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable legal and accounting fees, arising out of or in connection with your use of our website in violation of these Terms of Service, your breach of any representation or warranty made hereunder, or your infringement or violation of any intellectual property or other right of any third party.
This indemnification obligation applies to any claim that arises from content you submit to us, your unauthorized use of any content obtained through our website, your use of any service or information in a manner not authorized by these terms or the applicable engagement agreement, or any other act or omission by you that causes damage or liability to VND Global Inc. or any third party. 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 fully with us in asserting any available defenses.
10. Termination
We may terminate or suspend your access to our website and services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms of Service. Upon termination, your right to use our website and services will cease immediately. All provisions of these terms which by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
For client engagements, termination provisions are set forth in the individual engagement agreement. Typically, either party may terminate an engagement agreement for convenience upon a specified notice period, or for cause in the event of a material breach that remains uncured after a cure period. Upon termination of an engagement, the client remains obligated to pay for all services rendered and expenses incurred through the effective date of termination, plus any applicable wind-down or demobilization costs as defined in the agreement. Termination does not relieve either party of obligations that expressly or by their nature survive termination, including confidentiality, intellectual property rights, and limitation of liability.
If you wish to terminate your account or your use of our website, you may simply discontinue using our services. If you have an active client engagement, termination is governed by the terms of that engagement agreement. All personal data we hold about you will be treated in accordance with our Privacy Policy after termination. We reserve the right to retain certain information as required by law or for legitimate business purposes as described in our Privacy Policy.
11. Third-Party Services and Links
Our website may contain links to third-party websites, services, or resources that are not owned or controlled by VND Global Inc. These links are provided for your convenience and do not imply our endorsement of the content, products, or services available on those third-party sites. 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 VND Global Inc. 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 third-party websites or services. We strongly advise you to read the terms of service and privacy policies of any third-party websites that you visit. Your interactions with third-party organizations found on or through our website, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third parties.
12. Force Majeure
VND Global Inc. shall not be liable for any failure or delay in the performance of its obligations under these Terms of Service or any engagement agreement, if such failure or delay is caused by circumstances beyond our reasonable control. Such circumstances include, but are not limited to, acts of God, natural disasters, floods, fires, earthquakes, epidemics, pandemics, government-imposed lockdowns or restrictions, war, terrorism, civil unrest, labor strikes or lockouts, failure of utility services, failure of internet infrastructure, failure of telecommunications networks, or any other cause beyond the reasonable control of the affected party.
In the event of a force majeure condition, the affected party shall promptly notify the other party of the nature and expected duration of the condition and shall use commercially reasonable efforts to minimize the impact of the force majeure event on its performance. During the period of force majeure, the obligations of both parties under these terms and any applicable engagement agreement, other than payment obligations for services already rendered, shall be suspended to the extent affected by the force majeure event, and the time for performance shall be extended for a period equal to the duration of the force majeure event plus a reasonable recovery period.
13. Governing Law and Dispute Resolution
These Terms of Service and any dispute arising out of or related to them, including disputes regarding the validity, interpretation, or enforcement of 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 conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these terms or to any engagement agreement with VND Global Inc.
Any dispute, controversy, or claim arising out of or relating to these terms, or the breach, termination, or invalidity thereof, shall first be addressed through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within thirty days, the parties agree to submit the matter to mediation administered by the ADR Institute of Canada in accordance with its mediation rules. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the arbitration rules of the ADR Institute of Canada. The arbitration shall be conducted in Kitchener, Ontario, in the English language, before a single arbitrator. The arbitral award shall be final and binding on both parties, and judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights or confidential information.
14. Severability and Waiver
If any provision of these Terms of Service is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision shall be severed from these terms, and the remaining provisions shall continue in full force and effect. The invalidity or unenforceability of any provision in a particular jurisdiction shall not affect the validity or enforceability of such provision in other jurisdictions.
No waiver of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure by VND Global Inc. to assert a right or provision under these terms shall not constitute a waiver of such right or provision. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default. All waivers must be in writing and signed by an authorized representative of VND Global Inc. to be effective.
15. Entire Agreement
These Terms of Service, together with our Privacy Policy and any engagement agreement executed between you and VND Global Inc., constitute the entire agreement between you and VND Global Inc. regarding your use of our website and services. They supersede and replace all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
In the event of any conflict or inconsistency between these Terms of Service and an executed engagement agreement, the terms of the engagement agreement shall prevail with respect to the specific services provided thereunder. These Terms of Service do not create any partnership, joint venture, employment, or agency relationship between you and VND Global Inc. You may not assign or transfer any of your rights or obligations under these terms without our prior written consent. We may assign our rights and obligations under these terms at our sole discretion, including in connection with a merger, acquisition, sale of assets, or by operation of law.
Any notices or communications required or permitted under these terms shall be in writing and delivered by email to office@vndglobal.autos for notices to VND Global Inc., and to the email address you provided to us for notices to you. Notices sent by email shall be deemed received on the next business day after transmission. If you have any questions about these Terms of Service, please contact us at the address, phone number, or email listed on our website. We value your business and are committed to providing clear, fair, and transparent terms for all of our clients and website visitors.