1. Acceptance of These Terms
These Terms of Service form a legal agreement between you and Gti Logistics Ltd., operating under the developer name GTILogix, with a registered address at 1209-30 Tuxedo Crt, Scarborough - M1G 3S6, Canada (CA). By accessing our website, requesting information, or engaging our services, you agree to be bound by these terms and by any additional terms that we present to you when you order a specific service. If you do not agree with these terms, you must not use our website or services. We may update these terms from time to time, and the version in force on the date you use the service will apply to that use. You should read the full document before relying on any summary that appears elsewhere on our website.
2. Services Provided
GTILogix provides computer systems design and computer integrated systems design services to businesses in the freight, logistics, and transportation industries. Our services include systems architecture and planning, computer integrated systems design, platform engineering and development, data engineering and operations, systems integration, managed operations, and related consulting and support. The specific scope of any engagement is described in a written proposal, statement of work, or service agreement that we provide before work begins. Unless otherwise agreed in writing, our services are provided on a project basis or a recurring subscription basis as described in the applicable agreement. We may decline any request that we believe is unlawful, unsafe, or outside the scope of our expertise, and we will tell you promptly if we cannot help with a particular need.
3. Eligibility and Registration
Our services are intended for businesses and professionals. By using our services you confirm that you are at least 18 years old and that you have the legal capacity to enter into a binding agreement. If you are using our services on behalf of a company, partnership, or other organisation, you confirm that you are authorised to bind that organisation to these terms. Where we provide access to a customer portal or administrative account, you must provide accurate and complete registration information and you must keep that information current. You may have one account per organisation unless we agree otherwise in writing. We may suspend or close accounts that we believe were created fraudulently or in breach of these terms, and we will notify you if we take such action and you have a legitimate interest in that account.
4. Accounts and Security
You are responsible for safeguarding the credentials associated with your account and for all activity that occurs under your account. You must notify us immediately if you suspect that your credentials have been compromised or that an unauthorised person has gained access to your account. We may require multi factor authentication or other security measures for accounts that can access sensitive operational data. You agree not to share your credentials with anyone other than authorised members of your own organisation. We are not liable for losses arising from your failure to protect your credentials, provided that nothing in this clause limits liability that cannot be limited by law. We may suspend access to protect the security of our systems and your data, and we will lift that suspension as soon as the risk has passed.
5. Acceptable Use
You agree to use our website and services only for lawful purposes and in a manner that does not interfere with the operation of our systems or the rights of other users. You must not attempt to gain unauthorised access to our systems, networks, or data. You must not reverse engineer, decompile, or otherwise attempt to derive the source code of our software except where permitted by law. You must not introduce malicious code, automated scraping tools, or denial of service attacks. You must not use our services to store or transmit unlawful content, including content that infringes intellectual property rights or violates privacy laws. You must not resell or sublicense our services without our prior written consent. We may suspend or terminate access to users who violate this section, and we may report unlawful activity to the relevant authorities.
6. Intellectual Property
All intellectual property in the tools, templates, methods, and platform components that we own and use to deliver our services remains our property. This includes our software frameworks, monitoring tools, internal libraries, and any content that we create for our own use. When we create custom deliverables for you, the agreement for that engagement will state who owns the resulting work. In the absence of a specific statement, deliverables created specifically for you and paid for by you are owned by you, while our underlying tools and methods remain ours. You grant us a non exclusive licence to use your materials, data, and trademarks as needed to deliver our services and to meet legal obligations. We will not claim ownership of your data, and we will not use your content for any purpose outside the services.
7. Third Party Services
Our services may rely on third party platforms, software, and data sources, including cloud providers, mapping and routing services, messaging tools, and telematics providers. These third party services are subject to their own terms and privacy policies, which we will make available to you on request. We do not control third party services and we are not responsible for their availability, performance, or content. When a third party service is required for a feature you request, you must accept the applicable third party terms before that feature can be enabled. If a third party service is discontinued or changes its terms, we will work with you to identify a replacement and will not charge you for features that can no longer be delivered. We will notify you in advance whenever we plan to introduce a material new third party component.
8. Fees and Payment
Fees for our services are set out in the applicable proposal or agreement. Unless otherwise stated, fees are quoted in Canadian dollars and are exclusive of taxes, which we will add at the applicable rate. Invoices are payable within the period stated on the invoice, which is usually 30 days from the invoice date. Late payments may incur interest at the maximum rate permitted by law and may result in suspension of services. If you dispute an invoice, you must notify us in writing within 14 days of receiving it. We may adjust recurring fees with reasonable notice, and you may cancel a recurring service before the adjustment takes effect. All fees are non refundable except where required by law or expressly stated in your agreement. Payment must be made through the methods we list on the invoice.
9. Cancellation and Termination
Either party may terminate an engagement for convenience with the notice period stated in the applicable agreement, which is usually 30 days. Either party may terminate immediately if the other party commits a material breach that is not remedied within 14 days of written notice. We may suspend or terminate services immediately if you fail to pay amounts that are due, if you violate applicable law, or if your use of the services poses a security risk to our systems or other customers. Upon termination, you must pay for all services delivered up to the termination date. We will return or delete your data in accordance with our retention policy and the requirements of applicable law, and we will help you transition your systems during the notice period. Termination does not affect rights and obligations that have already accrued.
10. Disclaimer of Warranties
Our services are provided on an as is and as available basis. To the fullest extent permitted by law, we disclaim all warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non infringement. We do not warrant that our services will be uninterrupted, error free, or completely secure. We do not warrant that the results of our work will meet every expectation of your business, and we do not accept responsibility for business decisions that you make based on the systems we design. Nothing in these terms excludes warranties that cannot be excluded under applicable law. Where such warranties apply, they are limited to the maximum extent permitted by law. You should rely on the written specifications in your agreement rather than on any general description of our services.
11. Limitation of Liability
To the maximum extent permitted by law, the aggregate liability of GTILogix and Gti Logistics Ltd. for all claims arising out of or related to these terms, whether in contract, tort, or otherwise, is limited to the total fees you paid to us in the 12 months preceding the event that gave rise to the claim. In no event will we be liable for indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, or data, even if we were advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation may not apply to you. Our liability under this clause is several, and no party is liable for the acts of another. The allocation of risk in this document is reflected in the fees we charge.
12. Indemnification
You agree to indemnify, defend, and hold harmless GTILogix, Gti Logistics Ltd., and our officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses, including reasonable legal fees, arising out of or related to your use of our services, your violation of these terms, or your violation of any law or the rights of a third party. This obligation survives the termination of your agreement. We may assume the exclusive defence of any claim that you are obligated to indemnify, in which case you will cooperate with our defence and will not settle the claim without our prior written consent. This clause does not require you to indemnify us for losses caused by our own negligence or intentional misconduct.
13. Confidential Information
Each party may receive information from the other party that is confidential, including business plans, technical specifications, pricing, customer data, and operational details. Confidential information remains the property of the disclosing party. The receiving party will use confidential information only to perform its obligations under these terms and will protect it with at least the same care used to protect its own confidential information, and no less than a reasonable standard of care. The receiving party may disclose confidential information to its employees, contractors, and advisers who need it and who are bound by confidentiality obligations. This clause does not apply to information that becomes public without breach, that was already known to the receiving party, or that must be disclosed by law. Confidential obligations continue for five years after disclosure.
14. Privacy and Data Protection
The processing of personal data in connection with our services is governed by our Privacy Policy, which is available at the privacy page of our website and incorporated into these terms by reference. You are responsible for ensuring that you have the legal right to share any personal data with us and that the data is collected and shared in accordance with applicable privacy laws. When we process personal data on your behalf, we act as a processor or service provider and you remain the controller or business. We will process that data only for the purposes of delivering our services and in accordance with your documented instructions, and we will implement appropriate technical and organisational measures to protect the data. We will assist you in meeting your obligations under applicable privacy law where we have the means to do so.
15. Modifications to the Services
We may modify, update, add, or remove features of our services from time to time to improve reliability, security, or functionality. We will provide reasonable notice of material changes that affect how you use the services. Where a change would materially reduce a service you have purchased, you may terminate the affected service with notice within 30 days of the change. We will use reasonable efforts to ensure that planned maintenance is performed during periods of low activity and that unplanned maintenance is communicated as soon as possible. We are not liable for interruptions caused by factors outside our reasonable control or by planned maintenance that we have announced in advance. We will document the changes we make so that you can review the history of your platform.
16. Changes to These Terms
We may revise these Terms of Service from time to time. When we make material changes, we will update the effective date at the top of this page and notify you through a notice on our website or by email if we hold your address. Changes take effect on the stated effective date. Your continued use of our website or services after the effective date constitutes acceptance of the revised terms. If you do not accept the revised terms, you may stop using the services and terminate any applicable agreement in accordance with its termination provisions. For engagements governed by a separate written agreement, the terms of that agreement prevail over any conflict with these general terms. We will keep a record of each published version of these terms.
17. Governing Law
These terms and any agreements arising from them are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in that province, without regard to conflict of law principles. The courts located in Toronto, Ontario have exclusive jurisdiction over any dispute arising from these terms, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information. By using our services, you consent to the exclusive jurisdiction of these courts. This clause does not limit any consumer protection rights that cannot be waived by contract under the law of your place of residence. If you are located outside Canada, you remain subject to the laws described here for any use of our services.
18. Dispute Resolution
We hope that most concerns can be resolved through conversation. Before initiating formal proceedings, both parties agree to attempt to resolve any dispute through good faith negotiation, which may include a meeting between representatives of each party within 30 days of a written request. If negotiation does not resolve the dispute, the parties may agree to submit the matter to mediation before a neutral mediator chosen by mutual agreement. If mediation is not used or does not resolve the dispute, either party may pursue the remedies available under law. Nothing in this clause prevents either party from seeking interim relief from a court to protect its rights. Each party bears its own costs in connection with negotiation and mediation. Any legal action must be brought within the period permitted by the applicable statute of limitations.
19. Force Majeure
Neither party will be liable for any failure or delay in performing its obligations under these terms if the failure or delay results from a cause beyond the reasonable control of that party, including natural disasters, war, civil unrest, pandemic, government action, power failure, network or telecommunications failure, or failure of third party suppliers. The affected party will notify the other party as soon as reasonably possible and will use reasonable efforts to resume performance. If a force majeure event continues for more than 60 days, either party may terminate the affected services without further liability, except that you will remain responsible for services already delivered. Obligations to pay amounts that were due before the event are not suspended by this clause.
20. Assignment
You may not assign or transfer your rights or obligations under these terms without our prior written consent, which we will not unreasonably withhold. We may assign or transfer these terms or any agreement to an affiliate or to a successor in connection with a merger, acquisition, reorganisation, or sale of substantially all of our assets. Upon assignment, our rights and obligations pass to the assignee, and the assignee assumes responsibility for performing our obligations under the terms. Any attempted assignment in breach of this clause is void. These terms continue to bind the successors and permitted assigns of both parties. We will notify you in writing if your agreement is transferred to another entity.
21. Entire Agreement
These terms, together with any proposal, statement of work, order form, or separate written agreement that we provide, constitute the entire agreement between you and GTILogix with respect to our services and supersede all prior and contemporaneous understandings, representations, and agreements, whether written or oral. You acknowledge that you have not relied on any statement, promise, or representation that is not set out in these terms or in a written agreement. No course of dealing between the parties will modify these terms. Any purchase order or similar document that you issue is accepted only for administrative purposes and does not modify these terms. Any changes to these terms must be made in writing and signed by both parties.
22. Severability
If any provision of these terms is found to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent possible or, if it cannot be enforced, will be deemed removed from these terms. The remaining provisions will continue in full force and effect. The parties will negotiate in good faith to replace any invalid provision with a valid provision that most closely reflects the original intent. The invalidity or unenforceability of a provision in one jurisdiction does not affect its validity or enforceability in any other jurisdiction. This clause applies to the fullest extent permitted by law and does not require either party to accept terms that are materially different from those found to be invalid.
23. Contact Information
If you have questions about these Terms of Service or about any agreement with us, please contact us. Our contact person is Hu Yue. You can reach us by email at dispatch@gtilogix.lat or by telephone at +12675011920. You may also write to us at Gti Logistics Ltd., 1209-30 Tuxedo Crt, Scarborough - M1G 3S6, Canada (CA). We will acknowledge your message within two business days. If you are writing about a legal matter, please include the word legal in the subject line so that your message is routed to the appropriate person. We will keep a record of the correspondence we receive so that we can respond consistently and completely.