Terms of Service

1. Introduction and Acceptance

These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity, and Pho Hai Phat Inc., a Canadian corporation with its principal place of business at 33 Marlington Crescent, TORONTO - M3L 1K3, Canada. Throughout these Terms, references to Company, we, us, or our refer to Pho Hai Phat Inc., and references to Client, you, or your refer to the individual or entity entering into this agreement.

By accessing our website at https://www.phohaiphat.autos, engaging our services, entering into a service agreement, or otherwise interacting with Pho Hai Phat Inc. in any commercial or professional capacity, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service in their entirety. If you do not agree to these Terms, you must immediately cease using our website and shall not engage our services.

These Terms apply to all services provided by Pho Hai Phat Inc., including but not limited to computer systems design, IT consulting, technical support, cloud infrastructure architecture and management, cybersecurity assessment and implementation, system integration, network engineering, managed services, and any other professional service we may offer now or in the future. Additional service-specific terms may be set forth in separate statements of work, service level agreements, or project proposals, which shall be incorporated into and form part of these Terms upon mutual execution.

Pho Hai Phat Inc. reserves the right to modify, amend, or replace these Terms at any time at its sole discretion. We will provide notice of material changes by updating the Effective Date at the top of this page, posting a notice on our website, or sending a direct communication to clients with active service relationships. Your continued use of our services following the posting of revised Terms constitutes your acceptance of the changes. It is your responsibility to review these Terms periodically for updates.

2. Definitions

For the purposes of these Terms, the following capitalized terms shall have the meanings ascribed below:

• Agreement means these Terms of Service together with any statement of work, service level agreement, proposal, or other document expressly incorporated by reference and mutually executed by the parties.
• Client means the individual or legal entity that engages Pho Hai Phat Inc. to perform services under these Terms.
• Client Materials means all data, software, hardware, systems, documentation, intellectual property, and other materials provided by or on behalf of the Client to Pho Hai Phat Inc. for use in connection with the services.
• Confidential Information means any non-public information disclosed by one party to the other, whether orally, in writing, or in electronic form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
• Deliverables means the tangible and intangible work products, including reports, designs, code, configurations, documentation, and other materials specifically developed for the Client and delivered as part of the services.
• Effective Date means the date on which these Terms become applicable as specified in the header of this document, or for existing clients, the date of first service engagement.
• Services means the computer systems design, IT consulting, technical support, and all related professional services provided by Pho Hai Phat Inc. to the Client as described in any applicable statement of work or agreement.
• Statement of Work means a written document describing the specific services to be performed, deliverables, timeline, fees, and any additional terms applicable to a particular engagement, executed by both parties.
• Third-Party Products means any software, hardware, or services provided by a third party that are used in connection with or integrated into the services delivered by Pho Hai Phat Inc.

3. Service Terms and Scope

3.1 Scope of Services

Pho Hai Phat Inc. provides professional services in the field of computer systems design and related services, classified under NAICS 541512. Our services encompass the full spectrum of IT strategy, design, implementation, and support. The specific scope, deliverables, timeline, and fees for each engagement shall be defined in a mutually executed Statement of Work or service proposal. Pho Hai Phat Inc. shall perform the services with reasonable skill, care, and diligence in accordance with generally accepted industry standards and practices applicable to the performance of such services.

Any services not expressly included in the Statement of Work or these Terms are outside the scope of the engagement. If the Client requests additional services beyond the defined scope, the parties shall negotiate in good faith an amendment to the Statement of Work or a new Statement of Work covering such additional services, including any adjustment to fees and timeline.

3.2 Service Delivery

Pho Hai Phat Inc. will assign qualified personnel with appropriate skills and experience to perform the services. We reserve the right to select and replace personnel assigned to any engagement at our discretion, provided that any replacement has substantially equivalent qualifications and that the transition does not unreasonably disrupt the services. Services may be performed on-site at the Client premises, remotely, or at Pho Hai Phat Inc. facilities, as specified in the applicable Statement of Work.

Pho Hai Phat Inc. shall make reasonable efforts to meet any agreed-upon timelines, milestones, and delivery dates. However, any dates provided are estimates only and shall not constitute a binding commitment unless expressly designated as guaranteed deadlines in a written agreement signed by both parties. Delays caused by the Client, including failure to provide necessary information, materials, access, or approvals in a timely manner, shall extend all corresponding delivery dates by a period equal to the delay.

3.3 Acceptance of Deliverables

Unless otherwise specified in the Statement of Work, the Client shall have a period of fifteen calendar days following delivery to inspect and test each deliverable. If the Client identifies a material non-conformance with the agreed-upon specifications during this acceptance period, the Client shall provide written notice describing the non-conformance in reasonable detail. Pho Hai Phat Inc. shall, within a reasonable time, correct the identified non-conformance and resubmit the deliverable for acceptance. If the Client does not provide notice of non-conformance within the acceptance period, the deliverable shall be deemed accepted.

3.4 Change Management

Either party may propose changes to the scope, timeline, or fees of an engagement at any time. All changes must be documented in a written change order executed by authorized representatives of both parties before the changes take effect. Neither party shall be obligated to proceed with any change until a mutually agreed change order has been executed. Requests for change that affect resource allocation, scheduling, or cost may result in adjustments to fees and delivery dates, which shall be reflected in the change order.

4. Client Obligations and Responsibilities

4.1 Cooperation and Access

The Client shall provide reasonable cooperation, access, and timely decision-making necessary for Pho Hai Phat Inc. to perform the services. This includes providing access to Client premises, systems, networks, data, documentation, and personnel as reasonably required. The Client shall designate a primary point of contact with authority to make decisions, provide approvals, and resolve issues relating to the engagement in a timely manner. Delays resulting from the Client failure to meet these obligations shall not constitute a breach by Pho Hai Phat Inc. and may result in corresponding adjustments to the project timeline and fees.

4.2 Accuracy of Information

The Client represents and warrants that all information, materials, and data provided to Pho Hai Phat Inc. in connection with the services are accurate, complete, and not misleading in any material respect. The Client acknowledges that Pho Hai Phat Inc. will rely on such information in performing the services and that we shall not be responsible for any errors or deficiencies in the services to the extent caused by inaccurate, incomplete, or misleading information provided by the Client.

4.3 Compliance with Laws

The Client shall comply with all applicable laws, regulations, and industry standards in its use of the services and deliverables. The Client is solely responsible for obtaining and maintaining all necessary licenses, permits, and consents required for its business operations, including any regulatory approvals applicable to the Client industry or jurisdiction. The Client shall not use the services or deliverables for any unlawful purpose or in violation of any third-party rights.

4.4 Security and Access

The Client is responsible for maintaining the security of its own systems, networks, accounts, and access credentials. The Client shall promptly notify Pho Hai Phat Inc. of any unauthorized access to or use of Client accounts or credentials that could affect the services. The Client shall implement and maintain reasonable security measures appropriate to the nature of its business and the sensitivity of its data, including but not limited to access controls, authentication mechanisms, malware protection, and regular backups.

4.5 Backup and Data Preservation

Unless backup services are explicitly included in the Statement of Work, the Client is solely responsible for maintaining adequate backups of all Client data, software, and systems before, during, and after the performance of services by Pho Hai Phat Inc. We shall not be liable for any loss of or damage to Client data arising from the Client failure to maintain backups.

5. Payment Terms and Billing

5.1 Fees and Expenses

Fees for services shall be as set forth in the applicable Statement of Work, proposal, or fee schedule. Unless otherwise stated in writing, all fees are denominated in Canadian dollars and are exclusive of applicable taxes, duties, and levies. The Client shall pay or reimburse Pho Hai Phat Inc. for all reasonable out-of-pocket expenses incurred in connection with the services, including but not limited to travel, accommodation, materials, software licenses, and third-party service fees, provided such expenses are pre-approved by the Client or specified in the Statement of Work. Receipts for expenses shall be provided upon request.

5.2 Invoicing and Payment

Pho Hai Phat Inc. shall issue invoices in accordance with the schedule set forth in the applicable Statement of Work or, in the absence of such schedule, on a monthly basis for time and materials engagements, or in accordance with milestone completion for fixed-price engagements. The Client shall pay all undisputed amounts within thirty calendar days from the date of the invoice. Payments shall be made by bank transfer, electronic funds transfer, or other method agreed by the parties. All amounts paid are non-refundable except as expressly provided in these Terms.

5.3 Late Payments

Any amount not paid within the specified payment period shall accrue interest at the rate of one and one-half percent per month, or the maximum rate permitted by applicable law, whichever is less, calculated from the due date until the date of full payment. In the event of non-payment, Pho Hai Phat Inc. reserves the right to suspend all services, including technical support, without liability until all outstanding amounts are paid in full. The Client shall reimburse Pho Hai Phat Inc. for all reasonable costs of collection, including legal fees, incurred in recovering overdue amounts.

5.4 Disputed Charges

If the Client disputes any charge on an invoice in good faith, the Client shall notify Pho Hai Phat Inc. in writing within ten calendar days of receiving the invoice, specifying the nature and amount of the dispute. The undisputed portion of the invoice shall be paid by the due date. The parties shall work together in good faith to resolve any disputed charges within thirty calendar days. Any amounts found to be payable after resolution shall be paid within ten calendar days of resolution.

5.5 Taxes

The Client is responsible for all applicable federal, provincial, sales, use, value-added, goods and services, harmonized sales, withholding, and other taxes, duties, and governmental assessments associated with the services, except for taxes based on the net income of Pho Hai Phat Inc. If Pho Hai Phat Inc. is required to collect and remit any such taxes, the amount shall be added to the relevant invoice and paid by the Client unless the Client provides a valid tax exemption certificate.

6. Intellectual Property Rights

6.1 Pre-Existing Intellectual Property

Each party retains all right, title, and interest in and to its pre-existing intellectual property. Any intellectual property owned or developed by Pho Hai Phat Inc. prior to or independent of the engagement, including without limitation methodologies, software tools, frameworks, libraries, templates, code libraries, know-how, processes, and documentation, shall remain the exclusive property of Pho Hai Phat Inc. Any intellectual property owned or developed by the Client prior to or independent of the engagement shall remain the exclusive property of the Client. Neither party grants the other any license to its pre-existing intellectual property except as necessary to receive or perform the services.

6.2 Deliverables

Unless otherwise expressly provided in the applicable Statement of Work, upon full payment of all fees and expenses owed to Pho Hai Phat Inc. for the relevant engagement, Pho Hai Phat Inc. hereby assigns to the Client all right, title, and interest in and to the deliverables specifically created for the Client under that engagement, excluding any pre-existing intellectual property, third-party materials, and Pho Hai Phat Inc. proprietary tools and methodologies incorporated therein. For any such pre-existing or proprietary components incorporated into deliverables, Pho Hai Phat Inc. grants the Client a perpetual, irrevocable, royalty-free, non-exclusive, non-transferable license to use such components solely as part of and in connection with the deliverables for the Client internal business purposes.

6.3 License to Use Client Materials

The Client grants Pho Hai Phat Inc. a limited, non-exclusive, royalty-free license to use, reproduce, and modify Client Materials solely as necessary to perform the services and deliver the deliverables under these Terms. This license expires upon completion or termination of the relevant engagement, except to the extent necessary for Pho Hai Phat Inc. to retain copies as required by law or for archival purposes.

6.4 Ideas and Suggestions

Pho Hai Phat Inc. shall be free to use, without restriction or compensation, any ideas, suggestions, feedback, or recommendations provided by the Client regarding the services or deliverables, provided that such use does not infringe the Client intellectual property rights or breach confidentiality obligations.

6.5 No Implied Licenses

Nothing in these Terms shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any intellectual property of either party except as expressly stated herein. The assignment and license provisions in this section are subject to full payment of all fees and do not apply to any deliverables for which payment has not been received.

7. Confidentiality

7.1 Obligations

Each party agrees to hold the other party Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information. Neither party shall disclose the other party Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know such information for the purpose of performing obligations or exercising rights under these Terms and who are bound by confidentiality obligations at least as protective as those set forth herein. Each party is responsible for any breach of these confidentiality obligations by its employees, contractors, or advisors.

Neither party shall use the other party Confidential Information for any purpose other than performing its obligations or exercising its rights under these Terms. The obligations of confidentiality shall survive termination of these Terms and shall continue for a period of five years following termination, or indefinitely for trade secrets and information that constitutes personal data under applicable privacy laws.

7.2 Exceptions

Confidential Information does not include information that is or becomes publicly available through no breach of these Terms by the receiving party, was already in the receiving party lawful possession without confidentiality restriction at the time of disclosure, is independently developed by the receiving party without use of or reference to the disclosing party Confidential Information, or is lawfully obtained from a third party who has the right to disclose it without restriction.

7.3 Required Disclosure

If a party is required by law, regulation, court order, or governmental authority to disclose any of the other party Confidential Information, the receiving party shall, to the extent legally permitted, promptly notify the disclosing party of the required disclosure, cooperate with the disclosing party in seeking a protective order or other appropriate remedy, and disclose only the minimum amount of Confidential Information necessary to comply with the legal requirement.

7.4 Return or Destruction

Upon termination of these Terms or upon the requesting party written request, each party shall promptly return or, at the disclosing party option, destroy all tangible embodiments of the disclosing party Confidential Information and certify such return or destruction in writing, provided that the receiving party may retain copies as required by applicable law or professional record-keeping obligations, and may retain archival copies of electronic records maintained in the ordinary course of its automated backup systems.

8. Warranties and Representations

8.1 Mutual Warranties

Each party represents and warrants to the other that it has the full right, power, and authority to enter into and perform its obligations under these Terms without the consent of any third party, that the execution and performance of these Terms does not and will not violate any other agreement to which it is a party or by which it is bound, and that it shall comply with all applicable laws and regulations in performing its obligations hereunder.

8.2 Service Warranty

Pho Hai Phat Inc. warrants that the services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards and that the personnel assigned to perform the services shall have the necessary skills, qualifications, and experience. For any breach of this limited warranty, the Client exclusive remedy shall be re-performance of the non-conforming services at no additional charge, provided that the Client notifies Pho Hai Phat Inc. in writing within thirty calendar days of the performance of the affected services. If re-performance is not commercially reasonable or feasible, Pho Hai Phat Inc. shall refund the fees paid for the non-conforming services on a pro rata basis.

8.3 Deliverable Warranty

Pho Hai Phat Inc. warrants that for a period of ninety calendar days following acceptance, the deliverables shall substantially conform to the specifications set forth in the applicable Statement of Work when used in accordance with the documentation provided. The Client exclusive remedy for breach of this warranty shall be, at Pho Hai Phat Inc. option, repair or replacement of the non-conforming deliverable, or refund of the fees allocated to that deliverable.

8.4 Client Warranties

The Client represents and warrants that it owns or has obtained all necessary rights, licenses, and consents for the Client Materials provided to Pho Hai Phat Inc., and that the use of Client Materials as contemplated in these Terms does not infringe or misappropriate any third-party intellectual property rights or violate any applicable law.

8.5 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, PHO HAI PHAT INC. MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUALITY, ACCURACY, OR THAT THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. THE SERVICES AND DELIVERABLES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PHO HAI PHAT INC. OR ITS REPRESENTATIVES SHALL CREATE ANY ADDITIONAL WARRANTY.

9. Disclaimers and Exclusions

9.1 Third-Party Products

Pho Hai Phat Inc. makes no representations or warranties regarding any Third-Party Products recommended, resold, or integrated as part of the services. Any such Third-Party Products are provided subject to the applicable third-party terms and conditions, and any warranty, support, or remedy for such products shall be provided solely by the applicable third-party vendor. The Client acknowledges that Pho Hai Phat Inc. shall not be liable for the performance, reliability, or security of any Third-Party Product, including any defects, failures, data breaches, or service interruptions caused by or related to such products.

9.2 No Guarantee of Results

Pho Hai Phat Inc. does not guarantee any specific business results, financial outcomes, performance metrics, cost savings, revenue increase, or other commercial benefits as a result of the services or deliverables. Any projections, forecasts, estimates, or forward-looking statements provided during the engagement are for informational purposes only and represent good-faith assessments based on information available at the time. The Client acknowledges that actual results may differ materially from such projections and that Pho Hai Phat Inc. shall have no liability for the failure to achieve any projected results.

9.3 Technology Obsolescence

The Client acknowledges that technology evolves rapidly and that systems, software, and configurations recommended or implemented by Pho Hai Phat Inc. may become outdated, unsupported, or incompatible with future technologies over time. Pho Hai Phat Inc. provides no warranty that any deliverable or recommendation will remain current, compatible, or suitable for the Client needs beyond the term of the engagement or warranty period.

9.4 Security Disclaimers

While Pho Hai Phat Inc. implements reasonable security practices in its service delivery and recommendations, no computer system, network, or data transmission can be guaranteed to be completely secure against all threats. The Client acknowledges that cybersecurity threats evolve continuously and that Pho Hai Phat Inc. does not warrant that the Client systems will be immune from security breaches, unauthorized access, malware, ransomware, phishing attacks, denial of service attacks, or other cyber incidents.

9.5 No Legal or Regulatory Advice

Pho Hai Phat Inc. provides technology consulting and implementation services only. Nothing in the services, deliverables, or communications from Pho Hai Phat Inc. shall constitute legal, accounting, tax, or regulatory advice. The Client is solely responsible for determining whether any technology or service complies with laws, regulations, and industry standards applicable to the Client business. The Client should consult its own independent legal, accounting, and regulatory advisors for such assessments.

10. Limitation of Liability

10.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PHO HAI PHAT INC., ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, OR SUPPLIERS BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOST DATA, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF GOODWILL, OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER ARISING IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF PHO HAI PHAT INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF PHO HAI PHAT INC. FOR ALL CLAIMS, DAMAGES, COSTS, AND EXPENSES ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR THE DELIVERABLES, WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO PHO HAI PHAT INC. DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT ENLARGE THIS LIMIT. THIS LIMITATION APPLIES COLLECTIVELY TO PHO HAI PHAT INC., ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND SUPPLIERS.

10.3 Exceptions

The limitations and exclusions in this section shall not apply to liability arising from Pho Hai Phat Inc. gross negligence, willful misconduct, fraud, or any liability that cannot be excluded or limited under applicable law. Nothing in these Terms limits or excludes the Client obligation to pay fees for services rendered.

10.4 Acknowledgment

The Client acknowledges and agrees that the limitations of liability set forth in this section are a fundamental basis of the bargain between the parties, that the fees charged reflect the allocation of risk set forth herein, and that Pho Hai Phat Inc. would not enter into this agreement without such limitations. The Client further acknowledges that it has been advised to and has had the opportunity to consult with independent legal counsel regarding these limitations.

11. Indemnification

11.1 Indemnification by Client

The Client agrees to indemnify, defend, and hold harmless Pho Hai Phat Inc., its affiliates, directors, officers, employees, agents, and contractors from and against any and all claims, demands, lawsuits, proceedings, damages, liabilities, losses, costs, and expenses, including reasonable legal fees, arising out of or related to the Client breach of these Terms, the Client violation of applicable law, the Client infringement or misappropriation of any third-party intellectual property rights, the Client use of the services or deliverables in a manner not contemplated by these Terms, or any claim arising from or related to Client Materials, including any claim that Client Materials infringe third-party intellectual property rights.

11.2 Indemnification by Pho Hai Phat Inc.

Pho Hai Phat Inc. agrees to indemnify, defend, and hold harmless the Client from and against any and all claims, demands, lawsuits, damages, liabilities, losses, costs, and expenses, including reasonable legal fees, to the extent such claim alleges that a deliverable, when used as authorized under these Terms, infringes a third-party copyright, trade secret, or United States or Canadian patent. This indemnity shall not apply to the extent the alleged infringement arises from Client Materials, the Client modification of deliverables, the Client combination of deliverables with third-party products not provided by Pho Hai Phat Inc., or the Client continued use of deliverables after Pho Hai Phat Inc. has provided a non-infringing substitute.

11.3 Indemnification Procedure

A party seeking indemnification shall promptly notify the indemnifying party of any claim, provide the indemnifying party with sole control over the defense and settlement of the claim, provided that the indemnifying party shall not settle any claim that imposes any non-monetary obligation on or admission of liability by the indemnified party without its prior written consent, and provide reasonable cooperation and assistance at the indemnifying party expense.

12. Termination and Suspension

12.1 Termination for Convenience

Unless otherwise specified in the applicable Statement of Work, either party may terminate any engagement or these Terms for any reason or no reason by providing thirty calendar days written notice to the other party. Upon termination for convenience, the Client shall pay Pho Hai Phat Inc. for all services performed up to the effective date of termination, including work in progress, plus any non-cancellable expenses incurred or committed prior to termination. In the case of fixed-price engagements, Pho Hai Phat Inc. shall be entitled to the percentage of the fixed fee corresponding to the percentage of work completed as of the termination date, plus any non-cancellable expenses. Pho Hai Phat Inc. shall deliver to the Client all work product completed as of the termination date, subject to payment of all amounts due.

12.2 Termination for Cause

Either party may terminate any engagement or these Terms immediately upon written notice if the other party commits a material breach of these Terms and fails to cure such breach within thirty calendar days after receiving written notice describing the breach in reasonable detail. A material breach includes, but is not limited to, the Client failure to pay undisputed amounts when due, Pho Hai Phat Inc. material failure to perform the services in accordance with the agreed specifications where such failure is not cured after notice and reasonable opportunity, or either party violation of the confidentiality or intellectual property provisions of these Terms.

12.3 Termination for Insolvency

Either party may terminate these Terms immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, has a receiver or trustee appointed for its assets, ceases to conduct business in the normal course, or takes or suffers any similar action in consequence of debt.

12.4 Suspension of Services

Without limiting any other remedies, Pho Hai Phat Inc. may suspend services, including technical support, without liability if the Client fails to pay any undisputed amount when due, the Client is in material breach of these Terms and such breach has not been cured, the Client use of the services poses a security risk to Pho Hai Phat Inc., other clients, or third parties, or suspension is required by law or at the direction of a governmental authority. Pho Hai Phat Inc. will provide reasonable advance notice before suspension where commercially feasible and will restore services promptly once the grounds for suspension have been resolved.

12.5 Effect of Termination

Upon termination of these Terms, all rights and licenses granted to the Client shall immediately cease, except for perpetual licenses to deliverables as set forth in the Intellectual Property section. The Client shall promptly pay all outstanding fees and expenses due through the effective date of termination. Each party shall return or destroy the other party Confidential Information as provided in the Confidentiality section. The provisions of these Terms that by their nature should survive termination shall so survive, including without limitation provisions regarding confidentiality, intellectual property, limitations of liability, indemnification, dispute resolution, governing law, payment of amounts owed, and any other provisions necessary for their construction and enforcement.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, fire, flood, earthquake, epidemic, pandemic, public health emergency, war, terrorism, civil unrest, riot, strike, lockout, labor dispute, failure of utilities or telecommunications networks, failure of third-party hosting or cloud infrastructure providers, cyberattack or denial of service attack not attributable to the affected party, changes in law or government regulation, embargo, or any other event not within the reasonable control of the affected party.

The affected party shall promptly notify the other party of the force majeure event, its expected duration, and the obligations affected. The affected party shall use commercially reasonable efforts to mitigate the effects of the event and resume performance as soon as reasonably practicable. If the force majeure event continues for more than sixty calendar days, either party may terminate the affected engagement or these Terms upon written notice without further liability, except for payment for services performed prior to the force majeure event.

14. Data Handling and Protection

14.1 Privacy Policy

Pho Hai Phat Inc. handling of personal information collected through its website and during service delivery is governed by our Privacy Policy, available at https://www.phohaiphat.autos/privacy.html. The Privacy Policy is incorporated into these Terms by reference. In the event of any conflict between these Terms and the Privacy Policy with respect to personal information, the Privacy Policy shall prevail.

14.2 Client Data

As between the parties, the Client retains all right, title, and interest in and to all Client data. Pho Hai Phat Inc. shall process Client data only as necessary to perform the services and in accordance with the Client instructions. Pho Hai Phat Inc. shall implement and maintain appropriate administrative, technical, and physical safeguards to protect Client data against unauthorized access, use, loss, alteration, or destruction.

14.3 Data Breach

In the event that Pho Hai Phat Inc. becomes aware of any actual or suspected unauthorized access to, acquisition of, or disclosure of Client data that occurs on systems or networks under Pho Hai Phat Inc. control, Pho Hai Phat Inc. shall promptly notify the Client, investigate the incident, take reasonable steps to mitigate its effects, and cooperate with the Client in meeting its legal and regulatory obligations regarding notification and remediation.

14.4 Data Portability

Upon the Client written request and subject to payment of any applicable fees, Pho Hai Phat Inc. shall assist the Client in exporting Client data in a reasonably usable format within thirty calendar days. Additional charges may apply for complex data extraction or migration services.

15. Third-Party Products and Services

15.1 Third-Party Terms

The services may involve the recommendation, procurement, licensing, configuration, or integration of Third-Party Products. The Client acknowledges that all Third-Party Products are subject to the applicable third-party vendor terms and conditions, including license agreements, acceptable use policies, service level agreements, and privacy policies. The Client agrees to comply with all applicable third-party terms. Pho Hai Phat Inc. shall have no obligation to provide support, maintenance, or warranty for any Third-Party Product.

15.2 Third-Party Licenses

Unless otherwise agreed in writing, the Client shall be responsible for procuring and paying for all necessary licenses, subscriptions, and service fees for Third-Party Products directly from the applicable vendor. Pho Hai Phat Inc. may assist the Client in specifying, selecting, and procuring Third-Party Products but does not assume any liability for the suitability, performance, or licensing of such products.

15.3 No Agency

Pho Hai Phat Inc. is not an agent, reseller, or representative of any third-party vendor unless expressly designated as such in writing. Any recommendation of a Third-Party Product by Pho Hai Phat Inc. is based on its professional assessment of the Client requirements and the available market at the time of recommendation, and does not constitute a guarantee or warranty regarding the product.

15.4 Open Source Software

The services and deliverables may incorporate or be accompanied by open source software components. Such open source software is subject to the terms of the applicable open source license and is not subject to the warranty, indemnity, or support provisions of these Terms. Upon request, Pho Hai Phat Inc. will identify the open source components used and provide copies of the relevant licenses.

16. Non-Solicitation and Non-Competition

16.1 Non-Solicitation of Personnel

During the term of any active engagement and for a period of twelve months following the termination of the last active engagement between the parties, neither party shall, directly or indirectly, solicit, induce, or encourage any employee or independent contractor of the other party who was materially involved in the provision or receipt of the services to terminate their employment or engagement with that party, or to accept employment or engagement with the soliciting party or any affiliate. This restriction shall not apply to general public advertising not specifically targeted at the other party personnel, or to unsolicited applications by the other party personnel responding to such general advertising.

16.2 Non-Solicitation of Clients

Pho Hai Phat Inc. shall not, during the term of any active engagement and for a period of twelve months thereafter, directly or indirectly solicit the Client customers or business partners with whom Pho Hai Phat Inc. had contact or about whom Pho Hai Phat Inc. obtained Confidential Information during the engagement, for the purpose of providing services competitive with the Client core business, unless such services are the same as or similar to the services Pho Hai Phat Inc. provides to clients generally in the ordinary course of its business.

16.3 Reasonableness

The parties acknowledge that the restrictions in this section are reasonable in scope, duration, and geographic area and are necessary to protect the legitimate business interests of each party, including their investment in personnel and confidential client relationships. If any restriction is found to be unenforceable, it shall be modified to the minimum extent necessary to make it enforceable while preserving the original intent.

17. Dispute Resolution

17.1 Good Faith Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, the services, or the relationship between the parties, the parties shall first attempt to resolve the matter through good faith negotiation. The complaining party shall provide written notice to the other party describing the dispute in reasonable detail. Upon receipt of such notice, senior representatives of each party with authority to resolve the dispute shall meet, either in person or by video conference, within fifteen calendar days to attempt to resolve the dispute amicably.

17.2 Mediation

If the parties are unable to resolve the dispute through negotiation within thirty calendar days of the initial notice, either party may refer the dispute to mediation. The mediation shall be conducted in Toronto, Ontario, in the English language, by a mutually agreed mediator. If the parties cannot agree on a mediator within ten calendar days, either party may request that the ADR Institute of Canada appoint a qualified mediator. Each party shall bear its own costs of mediation and shall share equally the fees and expenses of the mediator.

17.3 Arbitration

If mediation does not resolve the dispute within sixty calendar days of the appointment of the mediator, either party may submit the dispute to binding arbitration administered by the ADR Institute of Canada in accordance with its National Arbitration Rules. The arbitration shall be conducted in Toronto, Ontario, by a single arbitrator mutually agreed by the parties or appointed by the ADR Institute of Canada. The arbitration shall be conducted in the English language. The decision of the arbitrator shall be final and binding on the parties and may be enforced in any court of competent jurisdiction. The arbitrator shall have the authority to award costs and fees, including legal fees, as the arbitrator deems appropriate.

17.4 Exceptions to Dispute Resolution

Notwithstanding the foregoing, either party may seek injunctive, equitable, or other urgent relief from a court of competent jurisdiction to prevent immediate and irreparable harm, including but not limited to unauthorized disclosure of Confidential Information, infringement of intellectual property rights, or other violations where the dispute resolution procedures in this section would be inadequate. Neither the existence of these dispute resolution procedures nor the commencement of any proceeding hereunder shall prevent either party from exercising any rights it may have to terminate these Terms pursuant to the Termination section.

18. Governing Law and Jurisdiction

18.1 Governing Law

These Terms and all matters arising out of or relating to these Terms, including without limitation any dispute, claim, or controversy of any kind, whether in contract, tort, statute, or otherwise, 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 giving effect to any choice-of-law or conflict-of-law principles that would result in the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

18.2 Jurisdiction and Venue

Subject to the Dispute Resolution provisions above, each party irrevocably submits to the exclusive jurisdiction of the courts of the Province of Ontario sitting in the City of Toronto for the purposes of any action, suit, or proceeding arising out of or relating to these Terms. Each party waives any objection to venue in such courts, including any objection based on forum non conveniens or inconvenient forum. Each party agrees that service of process in any such action may be effected by delivery in accordance with the notice provisions of these Terms.

18.3 Language

The parties confirm that it is their wish that these Terms and all related documents be drawn up in the English language only. Les parties confirment leur volonté que la présente convention et tous les documents connexes soient rédigés en langue anglaise uniquement.

19. General Provisions

19.1 Entire Agreement

These Terms, together with any executed Statement of Work, service level agreement, or proposal expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral, relating to such subject matter. No course of dealing, course of performance, or usage of trade shall modify or supplement these Terms.

19.2 Amendments and Waivers

No amendment, modification, or supplement to these Terms shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision.

19.3 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified and interpreted to accomplish the objectives of the original provision to the fullest extent permitted by law, and the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby. If such modification is not possible, the invalid provision shall be severed, and the remainder of these Terms shall continue in full force and effect.

19.4 Assignment

Neither party may assign or transfer these Terms or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign these Terms in their entirety without consent to an affiliate or to a successor in interest in connection with a merger, acquisition, consolidation, or sale of all or substantially all of its assets to which these Terms relate, provided that the assignee agrees in writing to be bound by these Terms. Any attempted assignment in violation of this provision shall be void. These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

19.5 Independent Contractor

Pho Hai Phat Inc. is an independent contractor and not an employee, agent, joint venturer, or partner of the Client. Nothing in these Terms shall create an employer-employee, partnership, joint venture, agency, or franchise relationship between the parties. Neither party has authority to bind the other party or to incur any obligation on behalf of the other party. Pho Hai Phat Inc. is solely responsible for payment of all taxes, benefits, and insurance for its personnel.

19.6 Notices

All notices, requests, demands, consents, and other communications required or permitted under these Terms shall be in writing and shall be delivered personally, sent by registered or certified mail with return receipt requested and postage prepaid, sent by reputable overnight courier service, or sent by email with confirmation of receipt to the addresses specified herein. Notices to Pho Hai Phat Inc. shall be sent to 33 Marlington Crescent, TORONTO - M3L 1K3, Canada, or by email to contact@phohaiphat.autos. Notices to the Client shall be sent to the address or email address provided by the Client in the most recent Statement of Work or as updated by written notice. Notices shall be deemed effective upon receipt if delivered personally or by email during business hours, on the next business day if sent by overnight courier, or five calendar days after mailing if sent by certified mail.

19.7 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

19.8 Headings

The section headings in these Terms are for convenience of reference only and shall not affect the meaning or interpretation of any provision of these Terms. In the event of any ambiguity or question of intent or interpretation, no provision shall be construed against a party solely because that party or its legal counsel drafted the provision.

19.9 Counterparts

These Terms and any Statement of Work may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile, PDF, or other electronic signatures shall have the same legal effect as original signatures.

19.10 Cumulative Rights

The rights and remedies of the parties under these Terms are cumulative and not exclusive of any rights or remedies provided by law unless expressly stated otherwise. No single or partial exercise of any right or remedy shall preclude the further exercise of that or any other right or remedy.

20. Contact Information

If you have any questions, concerns, or inquiries regarding these Terms of Service, please contact Pho Hai Phat Inc. using the following channels:

Company: Pho Hai Phat Inc.
Address: 33 Marlington Crescent, TORONTO - M3L 1K3, Canada (CA)
Email: contact@phohaiphat.autos
Phone: +13158464810
Website: https://www.phohaiphat.autos

We endeavor to respond to all inquiries within five business days. For urgent matters relating to service delivery, active engagements, or account issues, please contact us by telephone at the number listed above for expedited assistance.

For legal correspondence, including notices of dispute, termination, or legal process, please direct your communication to the mailing address above and clearly mark it as Attention: Legal Department.