Terms of Service

Northfield Technology Partners helps small and mid sized businesses assess and improve the way they use technology.

Our Services may include technology assessments, workflow reviews, software configuration, connected software systems, automation, artificial intelligence solutions, staff training, technical consulting, migrations, technical support, and related professional services.

The exact scope, price, timing, deliverables, responsibilities, and other requirements of a project may be described in a proposal, quote, order form, statement of work, invoice, written agreement, or other document accepted by you and Northfield.

We refer to those documents collectively as a “Service Order.”

If a Service Order conflicts with these Terms, the Service Order will control for that specific project to the extent of the conflict.

Our Services are intended primarily for businesses and individuals acting for business purposes.

By accepting these Terms on behalf of a company or other organization, you represent that you have authority to bind that organization.

You must be at least the age of majority in your jurisdiction and legally capable of entering into a binding agreement.

You agree to provide accurate and current information when dealing with us.

You must use our Services lawfully and responsibly.

You must not use our Services to:

• Violate any applicable law or regulation.
• Infringe the intellectual property, privacy, confidentiality, contractual, or other legal rights of another person.
• Gain unauthorized access to systems, accounts, networks, applications, data, or devices.
• Introduce malware, malicious code, ransomware, viruses, or other harmful technology.
• Conduct unauthorized security testing, vulnerability scanning, credential testing, or similar activity.
• Send unlawful spam or commercial electronic messages without the consent or other authority required by applicable law.
• Commit fraud, identity theft, deceptive impersonation, or other unlawful activity.
• Circumvent access controls, security systems, technical restrictions, usage limits, or payment requirements.
• Use our Services in a way that intentionally damages, disrupts, or interferes with Northfield, our customers, our service providers, or other persons.

Your use of our Services is also subject to our Acceptable Use Policy where that policy applies.

You are responsible for providing the information, access, decisions, approvals, credentials, materials, and cooperation reasonably required for us to perform the Services.

You are responsible for ensuring that information and instructions you provide are accurate and complete.

You are responsible for maintaining appropriate backups of your business information unless a Service Order specifically states that Northfield is responsible for backups.

You are responsible for maintaining reasonable security over your accounts, passwords, credentials, devices, applications, and systems.

You must promptly notify us if you become aware that credentials, systems, or information connected with our Services may have been compromised.

If a delay in your project results from your failure to provide required information, access, approvals, or cooperation, project dates may be reasonably adjusted.

Some Services may require access to your software, accounts, networks, files, databases, applications, cloud environments, websites, or other business systems.

By providing access, you represent that you have authority to grant that access.

You authorize us to access and make changes to those systems only to the extent reasonably required to perform the Services you have requested.

Where possible, you should provide Northfield with separate user credentials rather than sharing credentials assigned to another individual.

We may refuse to access a system where we reasonably believe doing so would be unlawful, unsafe, outside the agreed scope of work, or contrary to a third party provider’s terms.

“Customer Materials” means information, documents, data, content, software, credentials, instructions, images, files, business records, intellectual property, and other materials supplied by or on behalf of the customer.

You retain ownership of your Customer Materials.

You grant Northfield a limited right to access, copy, process, modify, transmit, and otherwise use Customer Materials to the extent reasonably necessary to provide the Services, comply with your lawful instructions, protect our legal rights, or meet legal obligations.

You represent that you have all rights and permissions required to provide Customer Materials to us and to authorize us to process them for the requested Services.

You must not knowingly provide us with information or materials that you do not have authority to disclose.

Our handling of personal information is also governed by our Privacy Policy.

Each party may receive confidential or proprietary information belonging to the other party.

Confidential information may include business plans, customer information, financial information, technical information, passwords, credentials, software configurations, processes, pricing, strategies, trade secrets, and other information that a reasonable person would understand to be confidential.

Each party agrees to use the other party’s confidential information only for purposes connected with the Services and to take reasonable measures to protect it from unauthorized use or disclosure.

Confidential information does not include information that:

• Is publicly available through no breach of these Terms.
• Was lawfully known to the receiving party before disclosure.
• Is lawfully received from another source without a confidentiality obligation.
• Is independently developed without relying on the other party’s confidential information.

A party may disclose confidential information when required by law, court order, or lawful government request.

Where legally permitted, the receiving party will seek to provide reasonable notice before making a legally required disclosure.

Each party retains ownership of intellectual property it owned or developed independently of a particular customer project.

Northfield retains ownership of its pre existing and reusable materials, methods, processes, templates, software components, prompts, workflows, documentation, tools, technical knowledge, know how, and other intellectual property.

Your ownership or licence rights in custom deliverables created specifically for you will be governed by the applicable Service Order.

If a Service Order does not contain specific intellectual property terms, Northfield retains ownership of its intellectual property and grants you, following full payment of applicable fees, a non exclusive licence to use the deliverables provided to you for your internal business purposes.

This licence does not transfer ownership of Northfield’s underlying tools, systems, methods, templates, or other pre existing intellectual property.

You retain ownership of your trademarks, logos, business content, data, and other Customer Materials.

If you voluntarily provide ideas, suggestions, comments, or feedback about our Services, you permit us to use that feedback for our business without payment or other obligation to you.

This does not give us ownership of your confidential information or Customer Materials.

Some Services may involve artificial intelligence, machine learning, large language models, automated workflows, AI agents, or related technology.

AI systems can generate inaccurate, incomplete, outdated, unexpected, or misleading results.

Unless expressly stated in a Service Order, AI generated output should not be treated as guaranteed to be accurate, complete, or suitable for a particular decision.

You are responsible for applying appropriate human review before relying on AI generated outputs in circumstances where errors could affect your business, customers, employees, finances, legal obligations, safety, or other significant interests.

You remain responsible for how AI systems configured for your business are used after they are delivered or made available to you.

Northfield does not guarantee that AI outputs will be unique or that similar outputs will not be generated for other users.

Some AI Services may depend on third party AI providers. Those providers may impose their own terms, restrictions, usage policies, technical limits, and service availability requirements.

Our work may involve software, platforms, applications, hosting providers, cloud services, artificial intelligence providers, payment processors, communications services, or other products operated by third parties.

We refer to these as “Third Party Services.”

Third Party Services are operated independently from Northfield and may be governed by separate agreements between you and the provider.

You are responsible for complying with the applicable terms and policies of Third Party Services you choose or authorize for use with your project.

We do not control the availability, security, pricing, functionality, policies, or future operation of Third Party Services.

A Third Party Service may change its features, pricing, technical requirements, access rules, programming interfaces, or other aspects of its service.

If such a change affects work we have performed for you, additional work required to adapt your systems may be treated as new work unless your Service Order states otherwise.

Northfield is not responsible for an outage, error, security incident, service termination, policy change, or other failure caused by a Third Party Service, except to the extent directly caused by Northfield’s own breach of its obligations.

Changes to project scope, requirements, systems, deliverables, or assumptions after work begins may affect pricing and delivery dates.

Where a requested change falls outside the agreed scope, we may provide a revised estimate, additional Service Order, change request, or other written confirmation before completing the additional work.

We are not required to perform work outside the agreed scope without agreement on the revised terms.

Fees for our Services will be stated in the applicable Service Order, invoice, proposal, quote, or checkout page.

Unless otherwise stated, prices are in Canadian dollars and do not include applicable taxes.

You agree to pay all fees and applicable taxes according to the payment terms provided to you.

We may require deposits, advance payments, milestone payments, recurring payments, or payment upon completion depending on the Service.

Where you authorize recurring charges, you authorize us or our payment provider to charge the agreed amount according to the agreed billing schedule until the recurring Service is cancelled or terminated in accordance with the applicable agreement.

You are responsible for bank fees, currency conversion charges, insufficient funds charges, or other fees imposed by your financial institution or payment provider.

If an amount is overdue, we may pause work, withhold deliverables, restrict access to Services, or suspend ongoing support until the account is brought current.

We may recover reasonable costs incurred in collecting overdue amounts where permitted by law and provided for in the applicable agreement.

Suspension for non payment does not cancel amounts already owed.

If you believe an invoice or charge is incorrect, please contact us at hello@northfieldtech.ca as soon as reasonably possible.

We will review the matter and correct confirmed billing errors.

Because many of our Services involve professional time, consulting, technical configuration, planning, software work, and customized deliverables, payments for work already performed are generally non refundable except where required by law or expressly stated otherwise in a Service Order.

Deposits, prepaid amounts, subscriptions, retainers, and project fees may be subject to specific cancellation or refund terms stated in the applicable Service Order.

If you cancel a project after work has started, you remain responsible for fees associated with work completed, committed costs, approved third party expenses, and other amounts owing under the applicable Service Order.

Nothing in this section limits any refund or cancellation right that cannot legally be excluded.

Project dates and estimates are based on the information available when they are provided.

Unless expressly described as guaranteed in writing, timelines are estimates rather than guaranteed completion dates.

Timelines may change because of customer delays, changes in scope, third party service issues, technical discoveries, security concerns, availability of required information, events outside our reasonable control, or other circumstances affecting the work.

We will seek to communicate material schedule changes within a reasonable period after becoming aware of them.

Ongoing support, monitoring, maintenance, updates, or management are included only where stated in a Service Order or separate support agreement.

Completion of a project does not create an ongoing obligation for Northfield to maintain, monitor, repair, update, or support the delivered system unless we have agreed to provide those services.

Technology changes over time. Software updates, third party changes, security updates, browser changes, operating system changes, API changes, and other external events may affect systems after delivery.

Work required because of later changes may be charged separately unless covered by an active support agreement.

We take reasonable measures to protect systems and information under our control.

No technology system can be guaranteed to be completely secure.

You remain responsible for your own security practices, including password management, employee access, account permissions, endpoint security, backups, and responding to security warnings.

Unless a Service Order specifically states otherwise, our Services do not constitute managed cybersecurity services, continuous security monitoring, incident response services, or a guarantee against cyberattacks.

Our collection and handling of personal information is described in our Privacy Policy.

Where we process personal information on your behalf as part of a customer project, further privacy and data handling requirements may be set out in a Service Order or other written agreement.

You agree that we may communicate with you electronically regarding proposals, contracts, invoices, projects, support requests, security notices, administrative matters, and other communications connected with our business relationship.

Marketing communications will be sent only where permitted by applicable law.

You may unsubscribe from marketing communications using the instructions contained in the message or by contacting hello@northfieldtech.ca.

Unsubscribing from marketing does not prevent us from sending communications reasonably necessary to administer an existing customer relationship or respond to your requests.

Technology can support business operations, but business results depend on many factors outside Northfield’s control.

Unless a Service Order expressly provides a specific written guarantee, we do not guarantee any particular financial result, cost saving, revenue increase, productivity result, sales result, customer outcome, ranking, traffic result, or other business result from using our Services.

Any examples, estimates, projections, or anticipated benefits discussed during an assessment, proposal, demonstration, or sales conversation are estimates unless expressly stated to be guaranteed in a signed agreement.

We seek to provide accurate information about our Services.

Website content, demonstrations, examples, recommendations, AI outputs, technical information, and other Materials may contain errors or may become outdated.

You should obtain professional advice where a decision requires legal, accounting, tax, financial, medical, regulatory, or other regulated professional expertise.

Northfield does not provide legal, accounting, tax, medical, or financial advisory services unless expressly stated in a separate written agreement and provided by a person legally qualified to do so.

We may change or discontinue website features or generally available service offerings from time to time.

Changes to generally available Services do not permit us to disregard obligations already accepted under a Service Order.

If a material change affects an active paid Service, the rights and obligations set out in the applicable Service Order will apply.

We may suspend access to Services where reasonably necessary because of:

• Non payment.
• A security threat.
• Suspected unauthorized access.
• Unlawful activity.
• A material breach of these Terms.
• A violation of our Acceptable Use Policy.
• A requirement imposed by law or a third party provider whose service is necessary for the affected Service.

Where practical, we will seek to provide notice and an opportunity to address the issue before suspension.

Immediate action may be taken where reasonably required to protect systems, information, customers, third parties, or legal rights.

Either party may terminate Services according to the termination provisions contained in the applicable Service Order.

If no specific termination provisions apply, either party may terminate an ongoing Service by providing reasonable written notice.

Termination does not affect rights or payment obligations that arose before termination.

Following termination, you remain responsible for outstanding fees, approved expenses, committed third party costs, and charges for work already completed.

Any provisions that by their nature are intended to continue after termination will remain in effect.

Neither party will be responsible for delay or failure to perform an obligation, other than an obligation to pay amounts already due, where the delay or failure results from circumstances outside that party’s reasonable control.

These circumstances may include natural disasters, widespread internet or telecommunications failures, power failures, government actions, labour disruptions, cyberattacks not caused by the affected party’s failure to take reasonable precautions, war, civil unrest, public health emergencies, and failures of essential third party providers.

The affected party will seek to resume performance when reasonably possible.

To the maximum extent permitted by applicable law, Services are provided on an “as available” basis and subject to the terms of the applicable Service Order.

Except for warranties expressly stated in a Service Order or rights that cannot legally be excluded, Northfield does not make any other express or implied warranty concerning the Services.

We do not guarantee that every Service will operate without interruption or error, that every defect can be corrected, that every third party service will remain available, or that every technology solution will remain compatible with future software or platform changes.

Nothing in these Terms excludes a warranty, condition, right, or remedy that cannot legally be excluded.

This section applies to the maximum extent permitted by applicable law.

Neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages arising from the Services or these Terms, including loss of profits, revenue, business opportunity, goodwill, anticipated savings, or data, except where such liability cannot legally be limited.

To the maximum extent permitted by law, Northfield’s total aggregate liability arising from a particular Service, project, or Service Order will not exceed the total fees paid or payable to Northfield for that Service, project, or Service Order during the twelve months immediately preceding the event giving rise to the claim.

If the applicable Service has existed for less than twelve months, the liability limit will be the fees paid or payable for that Service during that shorter period.

The limitations in this section do not apply to liability that cannot legally be excluded or limited.

Nothing in these Terms limits liability for fraud or fraudulent misrepresentation or any other liability that applicable law does not permit a party to exclude or limit.

To the extent permitted by applicable law, you agree to indemnify and hold harmless 5014051 Ontario Inc., its directors, officers, employees, and contractors from third party claims, damages, losses, liabilities, and reasonable legal costs arising from:

• Customer Materials that infringe another person’s rights.
• Your unlawful use of the Services.
• Your material breach of these Terms.
• Your violation of applicable law.
• Your instructions requiring Northfield to access, process, publish, transmit, or use information or systems without proper authorization.
• A security incident caused by your failure to maintain reasonable control over credentials or systems under your responsibility.

This obligation applies only to the extent the claim results from your acts or omissions and does not require you to indemnify Northfield for losses caused by Northfield’s own fraud, wilful misconduct, or liability that cannot legally be excluded.

Northfield will provide reasonable notice of a covered third party claim and reasonable cooperation in its defence.

Nothing in these Terms excludes, restricts, or modifies a right or remedy that applicable law does not permit us to exclude, restrict, or modify.

If you are legally considered a consumer rather than a business customer, mandatory consumer protection laws may provide rights that apply despite these Terms.

If a dispute arises concerning these Terms or our Services, the parties agree to first attempt to resolve the dispute through good faith discussions.

A party wishing to raise a formal dispute should provide written notice describing the issue and the resolution being requested.

The parties will seek to resolve the dispute for at least thirty days after the notice is received before commencing court proceedings, unless urgent court action is reasonably required to protect legal rights, confidential information, intellectual property, systems, or property.

Nothing in this section prevents either party from seeking urgent injunctive or other protective relief where appropriate.

These Terms and any dispute arising from them are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict of law rules.

Subject to any mandatory legal right requiring otherwise, the parties submit to the jurisdiction of the courts of Ontario.

We may update these Terms from time to time to reflect changes to our Services, business practices, technology, or legal requirements.

The current version will be posted on our website with the date it was last updated.

Changes will not retroactively alter a completed Service Order unless the parties agree or applicable law requires otherwise.

For ongoing Services, material changes will take effect after reasonable notice where required by law or contract.

These Terms, together with the applicable Service Order, Privacy Policy, Acceptable Use Policy, and any other document expressly incorporated into the applicable agreement, form the agreement between you and Northfield concerning the relevant Services.

They replace prior discussions, proposals, representations, and communications about the same subject matter, except for terms expressly preserved in a signed or accepted Service Order.

If a provision of these Terms is found to be invalid or unenforceable, it will be restricted or removed only to the extent necessary.

The remaining provisions will continue in effect.

A failure or delay in enforcing a right under these Terms does not waive that right.

A waiver applies only when clearly given by the party granting it.

You may not assign your rights or obligations under these Terms without our prior written consent, except where applicable law provides otherwise.

Northfield may assign these Terms as part of a sale, merger, corporate reorganization, financing, or transfer of all or a substantial part of its business or assets.

Nothing in these Terms creates a partnership, joint venture, employment relationship, fiduciary relationship, franchise, or agency relationship between you and Northfield unless a separate written agreement expressly states otherwise.

Notices under these Terms may be delivered electronically unless applicable law or a Service Order requires another method.

Notices to Northfield may be sent to: