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Terms of service.
The baseline agreement between Noordev Technologies Inc. and the organisations we work with — and the rules for using this website. Where a signed statement of work says something different, that document wins.
Effective
29 August 2026
Last updated
29 August 2026
Version
1.0
If two documents disagree
Read them in this order. The higher one governs.
01
A signed statement of work The specific scope, price and dates for one piece of work.
02
A signed master services agreement Where we have one with you, it overrides these terms.
03
These terms of service The default for everything a signed document does not cover.
04
Proposals, decks and email Useful context, but they do not override the documents above.
Using this website means accepting sections 1, 2 and 10, whether or not you ever become a client.
At a glance
The short version.
A summary for people who will not read all of it. It is a summary only — the numbered sections below are the terms that actually bind.
01
A signed SOW beats this page
These terms are the baseline. Wherever a statement of work or a master services agreement you have signed says something different, that document governs.
02
You own what we build for you
On full payment we assign the custom deliverables to you outright, and waive our moral rights in them as far as the law allows.
03
We keep our own toolkit
The frameworks, libraries and know-how we brought with us stay ours. You get a perpetual licence to use them as they are embedded in your deliverables.
04
Liability is capped both ways
Our aggregate liability is capped at the fees you paid in the preceding twelve months. Neither side owes the other lost profits.
05
Either side can walk
Thirty days notice for convenience, immediately for uncured material breach. You leave with documentation, credentials and a final backup.
06
Québec law, Montréal courts
These terms are governed by the laws of Québec and of Canada, and disputes go to the courts of the judicial district of Montréal.
Where the summary and the detailed sections differ, the detailed sections govern.
Contents
Section 1
Who these terms bind.
Two audiences: anyone who visits this website, and organisations that engage us to do work. Most of what follows applies to the second.
These terms of service (the “Terms”) are entered into between Noordev Technologies Inc. (“Noordev”, “we”, “us”) and you or the organisation you represent (“you”, the “Client”).
You accept these Terms when you use this website, when you sign a statement of work that refers to them, or when you instruct us to begin work — whichever happens first.
Authority. If you accept these Terms on behalf of an organisation, you confirm that you are authorised to bind that organisation. If you are not, do not accept them and do not instruct us to start.
Business use only. Our services are offered to businesses, public bodies and other organisations acting in the course of an enterprise. They are not offered to consumers, and these Terms are not drafted as a consumer contract.
Definitions used throughout:
- Statement of work or SOW — a document we both sign describing a specific piece of work, its scope, price, assumptions and dates.
- Deliverables — the custom code, designs, documents and configurations we create for you under an SOW.
- Background IP — anything either of us owned or developed before the engagement, or independently of it.
- Client materials — content, data, brand assets, credentials and systems you give us access to.
Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between us. Each of us is an independent contractor.
Legal entity
Noordev Technologies Inc.
Head office
REGISTERED ADDRESS
Montréal, Québec, Canada
Offices
Montréal · Toronto · Miami · Rabat
Business number
Noordev technologies inc.
Legal contact
Governing law
Québec and Canada · courts of the district of Montréal
Section 2
Using this website.
Ordinary rules for an ordinary marketing site — plus one section that matters more than usual, because we sell security work.
Licence to use. We grant you a personal, revocable, non-exclusive licence to view this website and to download or print pages for your own internal evaluation of our services. All other rights are reserved.
Our content. The text, design, code, images and marks on this site are owned by Noordev or licensed to us. You may quote short extracts with attribution and a link. You may not republish substantial parts, or use our name or logo to suggest an endorsement or partnership that does not exist.
Availability. We aim to keep the site up but do not promise it. We may change, suspend or withdraw any part of it without notice. Pricing shown on this site is indicative and is not an offer capable of acceptance.
Links out. Where we link to third-party sites we do not control them and are not responsible for their content, terms or privacy practices.
You agree not to:
- use the site unlawfully, or to send spam, malware or misleading content;
- scrape, harvest or bulk-download the site, or use it to train a model, without our written permission;
- attempt to gain unauthorised access to any account, server or network connected to the site;
- interfere with the site’s operation, including by denial-of-service or excessive automated requests;
- remove or obscure any proprietary notice;
- misrepresent your identity or your authority to act for an organisation.
We may suspend or block access where we reasonably believe any of the above is happening.
Security testing & responsible disclosure
Do not conduct penetration testing, vulnerability scanning or any other security testing against our systems without our prior written authorisation. Unauthorised testing is a breach of these Terms regardless of intent.
If you find a vulnerability, we want to hear about it. Report it to security@noordev.com with enough detail to reproduce it, give us reasonable time to fix it before disclosing publicly, and do not access, modify or exfiltrate data that is not yours. We will not pursue legal action against researchers who follow that path in good faith.
Section 3
How an engagement is formed.
No work starts on a handshake alone. A signed statement of work is what turns a conversation into an engagement.
The sequence
- DiscoveryWe agree what problem is being solved and what “done” looks like.
- Proposal or estimateIndicative scope, approach and price range. Not binding on either of us.
- Statement of workScope, deliverables, price, payment schedule, assumptions, dependencies and dates. Signed by both sides.
- Kick-offWork begins once the SOW is signed and any deposit is received.
- Change requestsAnything outside the agreed scope is priced and signed as a change before it is built.
What that means in practice
Estimates are not fixed prices. An estimate reflects our best judgement at the time on the information available. Only a price stated as fixed in a signed SOW is fixed.
Assumptions matter. Every SOW lists the assumptions the price depends on. If an assumption proves wrong — an integration is undocumented, a third-party API behaves differently, content arrives in a different form — we tell you promptly and we agree an adjustment before continuing.
Change control. We will not quietly absorb scope, and we will not bill you for scope you did not approve. Changes are written down, priced and signed.
Acceptance. Unless the SOW says otherwise, you have ten business days from delivery to review a deliverable and tell us in writing what does not conform to the SOW. We fix conforming defects at no charge. If we hear nothing in that window, the deliverable is accepted.
Scheduling. Delivery dates assume you meet the dependencies in Section 4. Where you do not, dates move by at least the length of the delay, and we may need to reschedule around other commitments.
Section 4
What we need from you.
Most projects that slip do so because of a dependency on the client side. These are the ones that matter, and what happens when they are not met.
Your obligation
What it means
If it does not happen
A named decision-maker
One person empowered to approve scope, review deliverables and sign changes, available for the cadence set in the SOW.
We escalate in writing. Approvals that stall beyond the review window pause the schedule.
Timely access
Accounts, environments, repositories, DNS and third-party systems we need, with the right level of permission, at the point the SOW says.Credentials are held in an access-controlled secret manager and rotated at the end of the engagement.
Dates move by at least the length of the delay.
Content and data
Copy, images, product data and brand assets in the agreed format and on the agreed date. You keep your own copies of anything you send us.
We may deliver with placeholder content and treat the deliverable as complete.
Rights in what you supply
You warrant that you own or are licensed to use the Client materials, and that our agreed use of them will not infringe anyone’s rights or break any law.
Your indemnity under Section 8 applies.
Third-party costs
Licences, subscriptions, hosting, domains, stock assets and fonts are yours to pay for, in your own accounts, unless the SOW says we procure them.
Work that depends on an unpurchased licence stops until it is in place.
Lawful use
You will not ask us to build or operate anything unlawful, deceptive, or in breach of a third party’s rights.
We decline, and may terminate under Section 9.
Prolonged delay. Where an engagement is blocked on your side for more than thirty consecutive days, we may invoice for the work completed to that point, release the team, and treat resumption as a new scheduling exercise at then-current rates.
Section 5
Fees, invoicing and payment.
Every figure below is the default. A signed statement of work can change any of them, and where it does, it governs.
Term
Default
Detail
Currency
Canadian dollars.
Unless the SOW states another currency. Bank charges and exchange costs are yours.
Payment terms
NET 30
From the invoice date, by bank transfer to the account on the invoice.
Deposit
25 % of the project fee.
Payable before kick-off on fixed-price project work.
Retainers
Monthly, in advance.
Invoiced on the first business day of the month. Care plans are month-to-month after the initial ninety days.
Taxes
Extra.
GST/QST or other applicable taxes are added to every invoice at the prevailing rate. Prices quoted are exclusive of tax.
Expenses
At cost, pre-approved.
Travel and out-of-pocket costs are billed at cost with receipts, and only where you approved them in writing first.
Late payment
19% per month.
Interest accrues on overdue amounts from the due date until paid, at the rate stated in the SOW or invoice.
Disputed invoices
Within 10 business days.
Tell us in writing what is disputed and why. Undisputed amounts remain payable on time.
Suspension for non-payment. Where an undisputed invoice is more than fifteen days overdue, we may give written notice and then suspend work, access and support until it is paid. We will not suspend anything that would create a security risk without telling you first, and suspension does not extend any date we owe you.
Rate changes. We may change our rates once in any twelve-month period on thirty days written notice. Fixed prices in a signed SOW are not affected.
Time-and-materials work is billed monthly in arrears against a written record of hours. Where an SOW sets a not-to-exceed figure, we tell you before we reach it rather than after.
Change hours in care plans roll over for one month and are not refundable or exchangeable for cash. Unused capacity is capacity we reserved for you.
No set-off. You may not withhold or set off any amount against an invoice except an amount properly disputed under this section.
Section 6
Intellectual property.
The short answer: you own what we made for you, we keep what we brought with us, and the boundary is written down rather than left to argument.
Deliverables
The custom code, designs, documents and configurations built for you under an SOW. On full payment of all amounts due, we assign to you all right, title and interest in them, and we waive our moral rights in them to the fullest extent the law permits.
Yours
Background IP
Frameworks, libraries, boilerplate, internal tooling, methods and know-how we owned before the engagement or developed independently of it. These stay ours. You get a perpetual, worldwide, non-exclusive, royalty-free licence to use them as they are embedded in your Deliverables.
Ours
Client materials
Your content, data, trademarks and brand assets remain yours throughout. You grant us a licence to use them for the duration of the engagement, only for the purpose of performing it.
Yours
Third-party & open source
Components licensed from others are governed by their own licences, not by this section. We tell you what is in a Deliverable and under what licence, on request, and we will not knowingly introduce a licence incompatible with your stated use.
Ours
Improvements & feedback
Generic skills, techniques and improvements to our own tooling that arise during an engagement remain ours. Feedback you give us about our services we may use freely and without obligation.
Ours
Portfolio use
We may name you as a client and show non-confidential work in our portfolio, case studies and proposals. Tell us in writing and we will not — before or after the engagement ends.
Ours
Assignment is conditional on payment. Until all amounts due under the relevant SOW are paid in full, you hold a limited, revocable licence to use the Deliverables for internal evaluation only. Title passes on payment, not on delivery. We will not use this as leverage over a genuinely disputed invoice.
Source and deployability. Deliverables are handed over in source form in a repository you control, with the documentation needed to build and deploy them. We do not build things you cannot take elsewhere.
Residual knowledge. Nothing here stops either of us using the general skills, experience and know-how retained in the unaided memory of our people. It does not license the other side’s confidential information — Section 7 still applies.
Attribution. Unless the SOW says otherwise, we do not place a credit link in your production site or application.
Section 7
Confidentiality and personal data.
Mutual obligations, and a clear split between the data you control and the data we control.
Confidentiality
Each of us may receive information the other treats as confidential — commercial terms, roadmaps, source code, security details, customer information. Each of us agrees to use it only for the engagement, to protect it with at least the care we use for our own confidential information, and to disclose it only to people and subcontractors who need it and are under equivalent obligations.
These duties do not apply to information that is or becomes public without a breach, was already lawfully known, is independently developed without reference to the other side’s information, or is lawfully received from a third party.
Compelled disclosure. Where the law or a court requires disclosure, the party compelled will, where legally permitted, tell the other first and disclose only what is required.
Duration. These obligations continue for five years after the engagement ends, and indefinitely for anything that qualifies as a trade secret.
On request at the end of an engagement, each side returns or destroys the other’s confidential information, except copies held in routine backups or required by law — which stay subject to this section until deleted.
Personal data
Two different roles. When we handle personal information about your customers, staff or users inside systems we build or maintain for you, you are the controller and we act as a processor (a “service provider” under Québec law), on your documented instructions. When we handle information about you as our client contact — your name, work email, billing details — we act as controller in our own right.
How we handle the second is set out in our privacy policy. How we handle the first is set out in the data processing addendum to your SOW, which prevails over this section wherever they differ.
Our commitments as processor:
- process only on your instructions, and tell you if an instruction appears unlawful;
- keep the technical and organisational measures described on our security page;
- bind our people and subcontractors to confidentiality;
- notify you without undue delay of a confidentiality incident affecting your data, and support your own notification duties;
- help you respond to requests from individuals exercising their rights;
- return or delete the data at the end of the engagement, as you direct.
Transfers. We operate from Canada, the United States and Morocco. Where that means your data leaves Québec, we carry out the assessment Law 25 requires and put the necessary safeguards in place first.
Section 8
Warranties and limits of liability.
The part everyone skips and lawyers read first. It is deliberately symmetrical — the same cap protects both of us.
What we warrant. We warrant that the services will be performed with reasonable skill and care by suitably qualified people, and that for thirty days after delivery each Deliverable will conform in all material respects to the SOW.
Your remedy. If a Deliverable does not conform and you tell us within that window, we will re-perform the work or fix the defect at no charge. If we cannot within a reasonable time, we will refund the fees paid for the non-conforming Deliverable. That is your exclusive remedy for breach of this warranty.
What we do not warrant. We do not warrant that software will be uninterrupted or error-free, that it will meet requirements you never told us about, that third-party services will keep working as they do today, or that any particular commercial result — ranking, traffic, conversion, revenue — will follow. This website and any free material are provided as is.
To the extent the law allows, all other warranties, conditions and terms implied by statute or common law are excluded.
Aggregate liability cap
Fees paid in the preceding 12 months
Each side’s total liability arising out of or in connection with the engagement, whether in contract, tort (including negligence) or otherwise, is capped at the fees paid or payable by you under the relevant SOW in the twelve months before the event giving rise to the claim.
Neither side is liable for indirect or consequential loss, loss of profit, revenue, anticipated savings, goodwill or reputation, or for loss or corruption of data, even if the loss was foreseeable.
The cap does not apply to:
- your obligation to pay fees properly due;
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- wilful misconduct or gross negligence;
- breach of Section 7 (confidentiality);
- the indemnities below;
- anything that cannot lawfully be limited.
We indemnify you against third-party claims that a Deliverable, used as we intended, infringes that party’s intellectual property — provided you tell us promptly, let us control the defence, and do not settle without our consent. If such a claim is made we may, at our option, modify the Deliverable, obtain a licence, or refund the fees paid for it. This does not cover claims arising from Client materials, from your modifications, or from use in combination with something we did not supply.
You indemnify us against third-party claims arising from the Client materials, from content or instructions you gave us, or from your use of a Deliverable in a way the SOW did not contemplate — on the same procedural terms.
Insurance. We maintain commercial general liability and professional indemnity cover appropriate to the work. Certificates are available on request.
Section 9
Term, termination and handover.
Nothing here is designed to trap you. What you leave with is written down in advance, because that is the point at which goodwill is usually tested.
Route
Notice
What happens
Project completes
None.
The SOW ends on acceptance of the final Deliverable and payment of the final invoice.
Either side, for convenience
30 days written notice.
Available on retainers and care plans after the initial ninety-day term. On fixed-price project work, only as the SOW provides.
Either side, for material breach
15 days to cure.
Written notice describing the breach. If it is not cured in that window, the other side may terminate immediately.
Either side, on insolvency
Immediate.
Bankruptcy, receivership, an arrangement with creditors, or ceasing to carry on business.
Us, for non-payment
After suspension.
Where an undisputed invoice remains unpaid 30 days after we suspend under Section 5.
Us, for unlawful instruction
Immediate.
Where you require work that is unlawful, or that we reasonably believe would expose either of us to serious legal or reputational risk.
What you leave with
On termination or expiry, once amounts properly due are paid, we hand over within ten business days:
- all Deliverables completed to that point, in source form, in a repository you control;
- current documentation, including how to build and deploy;
- credentials and administrative access to systems we hold on your behalf;
- a final backup of the data in systems we operate for you;
- a written note of anything left in progress and what remains to be done.
We then delete our working copies of your data on the schedule in our privacy policy, except where we must keep records by law.
Transition assistance beyond that handover is available at our then-current time-and-materials rates.
On termination
You pay for work performed and expenses committed up to the termination date, including work in progress not yet invoiced.
Prepaid fees for work not yet performed are refunded, except where you terminated a fixed-price SOW for convenience mid-phase.
Licences and assignments under Section 6 take effect for everything paid for, and not for anything unpaid.
Survival. Sections 5 (for amounts due), 6, 7, 8, 9 and 10 survive termination, along with any provision that by its nature should.
Section 10
Governing law and general terms.
The machinery clauses. Short, and worth reading once.
Language · Langue
The parties confirm their express wish that these Terms, and all documents related to them, be drawn up in English. Les parties confirment leur volonté expresse que les présentes conditions, ainsi que tous les documents qui s’y rattachent, soient rédigés en anglais.
A French version is available on request and, where the Charter of the French Language requires it, will be provided before you are asked to agree.
Governing law
These Terms and any dispute arising from them are governed by the laws of the Province of Québec and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
Jurisdiction
The parties submit to the exclusive jurisdiction of the courts of the judicial district of Montréal, Québec.
Resolving disputes first
Before filing, each side will escalate the matter to a senior representative and meet in good faith within fifteen business days. Nothing stops either side seeking urgent injunctive relief.
Force majeure
Neither side is liable for delay caused by events beyond reasonable control — including outages of infrastructure we do not operate. The affected side tells the other promptly and mitigates. If it lasts more than sixty days, either side may terminate the affected SOW.
Subcontracting
We may use subcontractors and members of our team in any of our offices. We remain responsible for their work and bind them to equivalent confidentiality and security obligations.
Assignment
Neither side may assign these Terms without the other’s written consent, not to be unreasonably withheld — except to a successor of substantially all of its business, on written notice.
Non-solicitation
During an engagement and for twelve months after, neither side will knowingly solicit the other’s personnel who worked on it. General advertising is not solicitation. CONFIRM — enforceability varies
Notices
Notices must be in writing to the addresses in the SOW, or to legal@noordev.com for us. Email counts, and takes effect on the next business day.
Changes to these Terms
We may update these Terms. Material changes are published here at least thirty days before they take effect. The version in force when your SOW was signed governs that engagement — changes do not apply retroactively to signed work.
Entire agreement
These Terms, with any signed MSA and SOW, are the whole agreement between us on their subject matter, and replace earlier discussions. Neither side relies on any statement not written into them, except where made fraudulently.
Severability & waiver
If a provision is unenforceable it is limited or severed to the minimum extent necessary, and the rest stands. A failure to enforce a right is not a waiver of it.
No third-party rights
No one other than you and us has any right to enforce these Terms.
Section 11
Contact.
Questions about these Terms, a signed agreement, or anything a lawyer needs to see — use the legal address rather than a project channel.
Contract & legal
Noordev Technologies Inc.
Montréal, Québec, Canada
Privacy & data
For access, correction and deletion requests, and anything covered by our privacy policy.
Security
Vulnerability reports and anything covered by the disclosure terms in Section 2.
