Terms of Service for CTOforge

By engaging CTOforge ("we," "us," "our") for fractional CTO services, you ("Client" or "you") agree to these Terms of Service. These terms govern the general relationship between CTOforge and its clients, supplemented by individual engagement agreements.

CTOforge provides fractional CTO services including, but not limited to:

• Strategic technology leadership and planning
• Technology architecture review and recommendations
• Engineering team assessment and mentorship
• Vendor evaluation and selection
• Technical due diligence
• Technology roadmap development
• Infrastructure and security assessment
• Development process optimization

Scope of Work

• Specific services, deliverables, and timelines are defined in individual engagement agreements
• Changes to scope require mutual written agreement
• CTOforge reserves the right to recommend additional services where beneficial

Availability

• Fractional CTO services are provided on the schedule agreed upon in your engagement
• Availability outside scheduled hours is not guaranteed unless otherwise agreed
• Emergency support terms, if applicable, will be defined in your engagement agreement

You agree to:

• Provide timely access to relevant systems, documentation, and personnel
• Communicate business objectives, constraints, and priorities clearly
• Make decisions in a timely manner to avoid engagement delays
• Maintain the confidentiality of any proprietary methodologies shared by CTOforge
• Pay invoices according to the agreed payment terms
• Provide honest and accurate information about your technology environment

Client IP

• All pre-existing client intellectual property remains yours
• Work product created specifically for your engagement is yours upon full payment
• CTOforge retains no ownership rights to your proprietary code, data, or systems

CTOforge IP

• CTOforge retains ownership of its pre-existing methodologies, frameworks, and tools
• General knowledge, skills, and experience gained during engagements remain with CTOforge
• CTOforge may use anonymized, non-confidential learnings to improve its services

• All client information shared during engagements is treated as confidential
• CTOforge will not disclose confidential information to third parties without consent
• Confidentiality obligations survive termination of the engagement
• Separate NDAs are available upon request for additional protection

• Fees are as specified in your engagement agreement
• Payment terms are net 30 days unless otherwise agreed
• Late payments may incur interest as permitted by law
• CTOforge reserves the right to suspend services for overdue accounts

No Guarantee of Outcomes

• Technology recommendations are based on professional judgment and available information
• Business outcomes depend on many factors beyond CTOforge's control
• Past results do not guarantee future outcomes

Professional Advice Limitations

• CTOforge provides technology leadership, not legal, financial, or accounting advice
• Recommendations should be evaluated in the context of your overall business strategy
• Consult appropriate professionals for non-technology matters

Third-Party Products and Services

• CTOforge may recommend third-party products, vendors, or services
• We are not responsible for the performance, reliability, or terms of third-party providers
• Client is responsible for evaluating and selecting vendors

To the maximum extent permitted by law:

• CTOforge's total liability shall not exceed the fees paid for the specific engagement giving rise to the claim
• CTOforge is not liable for indirect, incidental, consequential, or punitive damages
• This includes lost profits, data loss, business interruption, or reputational harm
• Client's sole remedy for dissatisfaction is termination of the engagement

You agree to indemnify and hold harmless CTOforge from claims arising from:

• Your implementation of recommendations without appropriate due diligence
• Your violation of these terms or your engagement agreement
• Your violation of any laws or third-party rights
• Actions taken by your employees, contractors, or agents

By Either Party

• Either party may terminate an engagement with 30 days written notice, unless otherwise specified in the engagement agreement
• Fees for services rendered through the termination date remain due

By CTOforge

CTOforge may terminate immediately if:

• Client materially breaches these terms or the engagement agreement
• Client fails to pay invoices after reasonable notice
• Continued service would be unlawful or unethical

Effect of Termination

Upon termination:

• CTOforge will provide reasonable transition support
• All outstanding fees become immediately due
• Confidentiality and IP obligations survive termination
• CTOforge will return or destroy client confidential materials upon request

During the engagement and for 12 months after termination, neither party shall directly solicit the employees or contractors of the other party who were involved in the engagement, without prior written consent.

CTOforge operates as an independent contractor. Nothing in these terms creates an employment, partnership, or agency relationship. CTOforge is responsible for its own taxes, insurance, and business expenses.

Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, pandemics, government actions, or infrastructure failures.

• We may update these Terms of Service from time to time
• Material changes will be communicated to active clients
• Continued engagement after changes constitutes acceptance
• Individual engagement agreements take precedence over these general terms where they conflict

These terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any disputes shall be resolved in the courts of Ontario.

Any disputes shall be resolved through:

• Good faith negotiation first
• Mediation if negotiation is unsuccessful
• Arbitration or litigation as a last resort

If any provision of these terms is found to be unenforceable, the remaining provisions remain in full force and effect.

These Terms of Service, together with our Privacy Policy and any applicable engagement agreement, constitute the entire agreement regarding CTOforge services.

For questions about these Terms of Service:

• Company: CTOforge
• Email: dave@ctoforge.io
• Website: https://ctoforge.io