Terms of Service

1. Acceptance of Terms

By accessing and using the services offered by Daryanox Consulting Inc. ("Company," "we," "us," or "our"), you agree to be bound by these Terms of Service. If you do not agree to these Terms, you may not access or use our services. Your use of our services constitutes your acceptance of these Terms in their entirety.

2. Description of Services

Daryanox Consulting Inc. provides strategic business consulting services, including but not limited to business analysis, strategic planning, organizational development, and advisory services ("Services"). Services may be delivered in various formats including in-person consultations, virtual meetings, reports, and ongoing advisory relationships.

3. Eligibility

You represent and warrant that you are at least 18 years of age and have the legal capacity to enter into these Terms. If you are engaging our Services on behalf of an organization or business, you represent and warrant that you have the authority to bind that entity to these Terms.

4. User Responsibilities

You agree to:

• Provide accurate, complete, and up-to-date information when engaging our Services
• Use our Services lawfully and in accordance with all applicable laws and regulations
• Not use our Services for any unlawful, fraudulent, or harmful purpose
• Maintain confidentiality of any authentication credentials provided to you
• Notify us immediately of any unauthorized use of your account or Services

5. Intellectual Property Rights

All materials, documents, reports, analyses, methodologies, and other content created or provided by Daryanox Consulting Inc. ("Company Materials") are the exclusive intellectual property of the Company or licensed from third parties. You are granted a limited, non-exclusive, non-transferable license to use Company Materials solely for the purposes for which they were provided.

You retain all intellectual property rights in information and materials you provide to us. You grant us a non-exclusive, royalty-free license to use such information for the purposes of delivering Services to you.

6. Confidentiality

Both parties acknowledge that during the engagement, confidential information may be disclosed. Each party agrees to maintain the confidentiality of all proprietary, business, and personal information shared during the engagement, except as required by law or as necessary to perform Services.

Confidentiality obligations shall survive termination of the engagement for a period of three (3) years, unless disclosure is required by law or regulation.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DARYANOX CONSULTING INC. SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The total liability of Daryanox Consulting Inc. for any claim arising out of or relating to these Terms or the Services shall not exceed the fees paid by you in the twelve (12) months preceding the claim.

8. Disclaimer of Warranties

SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. DARYANOX CONSULTING INC. DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that Services will be uninterrupted, timely, secure, or error-free. While we strive to provide accurate and reliable advice, consulting recommendations are based on information available at the time and are subject to limitations inherent in strategic planning and business analysis.

9. Indemnification

You agree to indemnify, defend, and hold harmless Daryanox Consulting Inc. and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorney fees) arising out of or resulting from:

• Your violation of these Terms
• Your use of Services in violation of applicable laws
• Your infringement of third-party intellectual property rights
• Any content or information you provide to us

10. Payment and Fees

You agree to pay all fees and charges associated with Services in accordance with the terms of your engagement agreement or invoice. Payment is due on the date specified in the invoice unless otherwise agreed in writing.

Late payments may incur interest charges at the rate of 1.5% per month or the maximum legal rate, whichever is less. We reserve the right to suspend Services if payment is not received.

11. Termination

Either party may terminate an engagement by providing written notice to the other party. Unless otherwise specified in a service agreement, either party may terminate for convenience with thirty (30) days' written notice.

Upon termination, you remain responsible for payment of all Services provided through the termination date. Sections relating to confidentiality, intellectual property, and limitation of liability shall survive termination.

12. Privacy and Data Protection

Your use of our Services is also governed by our Privacy Policy. We comply with applicable Canadian privacy legislation, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and relevant provincial privacy laws.

We collect, use, and store personal information only as necessary to provide Services and in accordance with our Privacy Policy. You have the right to request access to, correction of, and deletion of your personal information, subject to legal requirements.

13. Modifications to Terms

Daryanox Consulting Inc. reserves the right to modify these Terms at any time. Changes will be effective immediately upon posting. Your continued use of Services following the posting of modified Terms constitutes your acceptance of the changes. We encourage you to review these Terms regularly.

14. Governing Law

These Terms are governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflicts of law principles. You agree to submit to the exclusive jurisdiction of the courts located in Toronto, Ontario.

15. Dispute Resolution

Before pursuing litigation, the parties agree to attempt to resolve disputes through good faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration under the Arbitration Act, 1991 (Ontario), conducted by a single arbitrator mutually agreed upon by the parties.

16. Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, shall be severed. The remaining provisions shall remain in full force and effect.

17. Entire Agreement

These Terms, together with any service agreement and our Privacy Policy, constitute the entire agreement between you and Daryanox Consulting Inc. regarding the Services and supersede all prior and contemporaneous agreements and understandings, whether written or oral.

18. Waiver

The failure of Daryanox Consulting Inc. to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of the Company.

19. Assignment

You may not assign these Terms or any rights or obligations hereunder without the prior written consent of Daryanox Consulting Inc. Any attempted assignment without such consent shall be void. The Company may assign these Terms to affiliates or in connection with a merger, acquisition, or sale of assets.

20. Contact Information

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