Last Updated: August 27, 2025
1. Acceptance of Terms
By accessing or using the services, products, or website of DFSmartTech (the “Company”, “we”, or “us”), you (the “User” or “Client”) agree to be bound by all the terms and conditions outlined in this Terms of Service agreement (“Terms”). These Terms constitute a legally binding agreement between you and DFSmartTech. If you are using our services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms, in which case “you” will refer to the organization. If you do not agree with any part of these Terms, you must not use or access our services.
By agreeing to these Terms, you confirm that you are of legal age and capacity in your jurisdiction to enter into this agreement. You also agree to comply with all applicable laws and regulations when using our services. Your continued use of DFSmartTech’s services signifies your ongoing acceptance of these Terms and any policies referenced herein (such as our Privacy Policy).
2. Description of Services
DFSmartTech is a multi-disciplinary technology and consulting provider. We offer a diverse range of services across four main domains, including but not limited to:
Software Development: Design and development of software solutions for enterprise needs, mobile applications, and SaaS (Software-as-a-Service) platforms. This may involve custom application development, software product engineering, and related support services tailored to client requirements.
IT & Digital Transformation: Consulting and implementation services to modernize IT infrastructure and business processes. This includes cloud computing solutions and migrations, cybersecurity services (such as security audits and threat mitigation), and system integration to ensure various technologies and platforms work seamlessly together in an enterprise environment.
Engineering & Renewable Solutions: Development of smart infrastructure and green technology projects. This can involve implementing IoT-based smart infrastructure systems, renewable energy solutions (for example, solar or wind energy system integration), and data-driven technologies aimed at improving sustainability and energy efficiency.
Marketing & Advertising: Strategic brand and marketing services. These include crafting brand strategies, executing digital marketing campaigns (such as SEO/SEM, social media management, and content marketing), and using data analytics to create targeted, data-powered advertising campaigns that help clients reach their audience effectively.
Scope of Services: The specific features, deliverables, or outcomes of any service engagement will be defined in either our proposal, your order, a statement of work (SOW), or a separate written contract for that project. In the event of any conflict between these general Terms and the terms of a signed contract or SOW for a particular service, the specific contract/SOW will prevail for that service engagement. DFSmartTech reserves the right to modify or update the services offered (including adding or removing features) at any time. We will endeavor to inform users of significant changes to our service offerings, but we are not obligated to continue any service or feature indefinitely.
3. User Responsibilities
When using DFSmartTech’s services or website, you agree to uphold the following responsibilities and conduct standards. Failure to meet these obligations may result in suspension or termination of your access to our services (see Termination section below):
Lawful Use Only: You will use our services only for legitimate, lawful purposes. You agree not to violate any applicable local, state, national, or international laws or regulations in connection with your use of the services. This includes (but is not limited to) compliance with data privacy laws, export control regulations, and intellectual property laws.
Accuracy of Information: You agree to provide and maintain truthful, current, and complete information about yourself (and/or your organization, if applicable) as required for using the services or engaging with us. For example, if account registration or providing project requirements is needed, the information you supply must be accurate.
Prohibited Activities: You must not engage in any activity that could harm DFSmartTech, our systems, our personnel, or other users. In particular, you agree that you will not:
Illegal or Unauthorized Conduct: Use the services for any illegal purpose, or to promote or facilitate any unlawful activity. This includes fraud, harassment, defamation, distributing illegal content, or any other activity that violates the rights of others or any law.
Intellectual Property Infringement: Upload, post, transmit, or otherwise use the services to share content that infringes or misappropriates any third party’s intellectual property rights or other proprietary rights (such as copyright, trademark, patent, or trade secrets).
Malicious Code: Transmit any worms, viruses, trojans, spyware, or other code, file, or program designed to interrupt, damage, or limit the functionality of any software, hardware, or telecommunications equipment. You must not use the services to distribute any harmful or malicious code or engage in cyber-attacks (e.g., denial-of-service attacks).
Interference and Disruption: Interfere with or disrupt the integrity, performance, or security of our services or the data contained therein. This means you should not attempt to overload, flood, spam, or mail-bomb our systems, nor undertake any activity that substantially hinders others from using the services in real time.
Unauthorized Access: Attempt to gain unauthorized access to any portion of our website, servers, or networks, or to any accounts, computer systems, or networks related to the DFSmartTech services. This includes refraining from hacking, password mining, or any other illegitimate means of accessing data or functionalities that you do not have permission to access.
Misrepresentation and Fraud: Misrepresent your identity or affiliation in communicating with us or other parties via the services. You will not impersonate any individual or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity. Additionally, you shall not engage in phishing, scamming, or other fraudulent practices.
Abusive Behavior: Refrain from using the services to transmit or post any content that is abusive, obscene, libelous, or otherwise objectionable or that could be harmful to minors. You also agree not to harass, bully, or threaten others via our services.
Account Security: If you are provided with an account, login, or API credentials to use any of our services, you are responsible for maintaining the confidentiality and security of those credentials. Do not share your password or authentication tokens with unauthorized persons. You must notify us immediately if you suspect any unauthorized access to or use of your account. DFSmartTech is not liable for any loss or damage arising from your failure to safeguard your account information.
Compliance with Policies: You agree to abide by any other applicable policies or guidelines that DFSmartTech may introduce or provide (such as an Acceptable Use Policy or Community Guidelines, if separate). Such policies are hereby incorporated into these Terms by reference.
By adhering to these responsibilities, you help ensure a safe, secure, and efficient environment for all users of DFSmartTech’s services. Any violation of the above user responsibilities constitutes a material breach of these Terms and may result in immediate termination or suspension of your access to the services, as detailed in the Termination section.
4. Intellectual Property
DFSmartTech respects intellectual property rights and expects Users to do the same. The following terms outline ownership and permitted use of intellectual property associated with our services:
4.1 Ownership of DFSmartTech Materials: All content, software, technology, and materials provided by DFSmartTech through our services or on our website are the property of DFSmartTech or its licensors, and are protected by applicable intellectual property and other laws. This includes, without limitation, all software code, databases, algorithms, designs, text, graphics, logos, trademarks, service marks, trade names, videos, and all other information and content available through our services (collectively, “DFSmartTech Materials”). Using our services does not grant you ownership of any DFSmartTech Materials. DFSmartTech retains all rights, title, and interest in and to its intellectual property. All trademarks and logos displayed in the services are our exclusive property (or that of our partners/suppliers) and may not be used by you without our prior written permission.
4.2 Limited License to Users: Subject to your compliance with these Terms and any applicable agreements, DFSmartTech grants you a limited, revocable, non-exclusive, non-transferable license to access and use our services and DFSmartTech Materials solely for your legitimate business purposes with DFSmartTech. This license is provided only for the duration of your authorized use of our services and solely for the purpose of enabling you to use and receive the intended benefits of the services. You may not copy, modify, distribute, sell, sublicense, reverse-engineer, decompile, or create derivative works from any DFSmartTech Materials except to the extent that such restrictions are expressly prohibited by law or as expressly permitted in writing by DFSmartTech. All rights not explicitly granted to you in these Terms are reserved by the Company.
4.3 Client Materials and Feedback: We understand that in the course of using our services, you may provide or upload content, data, or materials to us (for example, project requirements, datasets, logos/branding assets, or other information – collectively, “User Content”). You retain all intellectual property rights to your User Content. By providing User Content to DFSmartTech, you grant us a worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, and, if necessary, create derivative works from such content but solely for the purpose of delivering the services or fulfilling the project for you (in accordance with our Privacy Policy and any confidentiality obligations). We do not claim ownership over your proprietary content, and this license is only to the limited extent required to perform the agreed services. If you provide feedback, suggestions, or other ideas regarding our services, you acknowledge that we may freely use and incorporate them in our products or services without any obligation to you. Any improvements or modifications to our services that result from your feedback are owned by DFSmartTech.
4.4 Open Source and Third-Party Components: Some software or tools used in our services may include open-source or third-party components. Each such component is licensed under its own terms, which we will make available to you to the extent required by those licenses. Nothing in these Terms limits your rights under, or grants you rights that supersede, the license terms of any applicable open-source software.
4.5 Intellectual Property Protection: You agree not to remove, obscure, or alter any copyright notices, trademark symbols, or other proprietary rights notices affixed to or contained within any DFSmartTech Materials. If you become aware of any infringement or unauthorized use of DFSmartTech’s intellectual property, you agree to promptly notify us. Similarly, DFSmartTech respects the intellectual property rights of others; if you believe that any content available through our services infringes on your copyright or other IP rights, please contact us with details, and we will address the issue in accordance with applicable law.
Through this clause, both parties acknowledge that intellectual property is a valuable asset. Unauthorized use of DFSmartTech’s intellectual property or misuse of User Content beyond the scope of our services is strictly prohibited. The provisions of this section shall survive termination of these Terms.
5. Payment Terms
Certain DFSmartTech services or projects may be offered for a fee. If you purchase services from us or enter into a contract that includes payment obligations, the following payment terms apply (unless superseded by a separate written agreement signed between you and DFSmartTech):
Fees and Rates: You agree to pay all fees, charges, or invoices in accordance with the pricing, rates, or payment schedule provided to you for the relevant services. Payment details (such as the scope of work, pricing, subscription fees, hourly rates, or project fees) will typically be set forth in an order form, proposal, statement of work (SOW), or other contract documentation. All fees are quoted and payable in the currency specified (if not specified, it will be in U.S. Dollars by default). Quoted fees generally do not include any applicable taxes (see Taxes below). DFSmartTech reserves the right to require a deposit or upfront payment before commencing work on a project, as will be outlined in the relevant agreement.
Invoicing and Payment Schedule: Unless otherwise specified in writing, DFSmartTech will invoice you according to the milestones or schedule agreed (e.g., monthly for ongoing services, or upon completion of project phases). Payment is due within the timeframe stated on the invoice (commonly, within 15 or 30 days of the invoice date) or immediately for online purchases or subscriptions. You are responsible for providing accurate billing information and keeping your payment information (such as credit card details or billing address) up to date. If you have authorized automatic billing, you agree that we may charge your provided payment method for the recurring fees when due.
Late Payments: If any invoice remains unpaid beyond its due date, DFSmartTech reserves the right, at its discretion, to suspend or terminate the provision of services (including disabling access to any deliverables or platforms) until payment is received. We may also charge a late payment interest on overdue amounts. Any late payments may accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower, from the payment due date until the date of actual payment. You will be responsible for all reasonable expenses (including attorneys’ fees and collection costs) incurred by DFSmartTech in collecting such overdue amounts, except where the delay in payment is due to our billing error.
No Set-off or Deductions: All payments to DFSmartTech shall be made in full without any set-off, counterclaim, deduction, or withholding, except as required by law. If any withholding or deduction is required by law, you will notify us and pay any additional amounts necessary to ensure that the net amount received by DFSmartTech, after such withholding, equals the amount we invoiced.
Taxes: Our fees are exclusive of any taxes, levies, or duties (including VAT, GST, sales tax, or other similar charges) imposed by taxing authorities. You are responsible for paying all applicable taxes associated with your purchases hereunder (other than taxes based on DFSmartTech’s net income). If we have the legal obligation to pay or collect taxes for which you are responsible, we will add such taxes to your billing unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
Refunds and Cancellations: Payments made are generally non-refundable. Certain long-term services or subscription plans may allow cancellation under specific conditions (which would be outlined in the service-specific terms or contract). Except as expressly provided in those terms or as required by applicable law, if you cancel a project or terminate a contract early, you remain responsible for paying for all services rendered and costs incurred up to the date of cancellation. Likewise, if we terminate the project due to your breach of these Terms or a separate agreement, you are not entitled to a refund for services already delivered. Any pre-paid fees for services not yet rendered that are terminated by you (without cause) or by us (due to your breach) may be forfeited.
Pricing Changes: For ongoing or subscription services, DFSmartTech may modify its pricing or fees. We will provide reasonable advance notice of any material price increases (for example, by email or through the service interface). Price changes will not affect services already under contract or subscription until the next renewal or agreed billing cycle. If you do not agree to a price adjustment, you may have the right to terminate the service at the end of the current term (as per the termination provisions or any applicable contract) to avoid incurring the new fees.
By purchasing or using any paid DFSmartTech services, you also agree to any additional payment terms that are presented at the time of purchase or otherwise incorporated in a signed agreement. You are responsible for ensuring that all payments are made on time and for keeping records of payments. If you have any issues or disputes regarding billing, you must notify DFSmartTech in writing within fifteen (15) days of the invoice or charge date. We will review any disputed charges, and if we find an error on our part, we will correct it. Otherwise, all charges not disputed in that period will be deemed accepted.
6. Third-Party Tools or Services
DFSmartTech’s services may involve or provide access to third-party tools, software, websites, or services that are not owned or controlled by DFSmartTech. This section explains your rights and responsibilities regarding such third-party components:
Use of Third-Party Tools: As part of delivering our solutions, we might integrate or recommend third-party software or platforms (for example, cloud hosting services, analytics tools, open-source libraries, or marketing platforms). We may also provide links or access to certain third-party tools for your convenience (for instance, a dashboard plugin, payment processor, or an API integration provided by a third party). Please note that any third-party tools or optional features we make available are provided “as is” and “as available” without any warranties, representations, or conditions of any kind from DFSmartTech. We do not own, monitor, or have control over these third-party tools, and your use of them is entirely at your own discretion and risk. You should ensure that you review and agree to the terms and conditions of the relevant third-party provider before using their tools or services. Your interaction with those tools is typically governed by the third party’s own terms of service or license agreement, not by DFSmartTech’s Terms.
Third-Party Services and Links: Our website, applications, or communications may include links to third-party websites or services that are not operated by DFSmartTech. For example, we may link to partner services, client websites, or reference materials. These links are provided for convenience or informational purposes only. DFSmartTech does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such external sites or resources. If you access third-party websites or engage in business dealings with any third parties (such as advertisers or vendors) through our services, you do so at your own risk. Any transaction, communication, or dispute you have with a third party is solely between you and that third party. We strongly advise you to review the applicable terms and policies of any third-party site or service that you visit or use.
No Liability for Third-Party Issues: You agree that DFSmartTech shall not be held responsible for any harm, loss, or damage of any sort incurred as a result of your access to or use of any third-party tools, services, or websites. This includes any content, data practices, availability, or quality issues on the part of the third-party. If a third-party service integrated with ours fails or causes any issue, DFSmartTech’s liability will be limited as described under the “Limitation of Liability” section of these Terms. However, we welcome feedback if you encounter a problem with a third-party integration, and we may attempt to assist in resolving technical issues within our control.
Third-Party Open Source or Components: Where our services include third-party or open-source components (as mentioned in Section 4.4 above), your rights in relation to those components are as defined by the respective third-party licenses. We will comply with any attribution or license requirements for third-party components and expect you to do the same.
In summary, while DFSmartTech strives to work with reliable and reputable third-party providers to enhance our services, we cannot guarantee their performance or assume liability for their operations. Your use of third-party tools and services is subject to your understanding that they are independent from DFSmartTech.
7. Limitation of Liability and Disclaimers
7.1 “As Is” and “As Available” Disclaimer: DFSmartTech’s services, website, and all deliverables are provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by applicable law, we disclaim all warranties, representations, and conditions of any kind – whether express, implied, or statutory – including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising out of course of dealing or usage of trade. DFSmartTech does not warrant that: (a) the services will meet your specific requirements or expectations; (b) the services will be uninterrupted, timely, secure, or error-free; (c) the results that may be obtained from the use of the services will be accurate or reliable; or (d) any errors or defects in the services will be corrected. Any material or information obtained through our services is accessed at your own discretion and risk, and you are solely responsible for any damage to your computer systems or loss of data that results from the download or use of any such material. No advice or information (whether oral or written) obtained from DFSmartTech or through the services shall create any warranty not expressly stated in these Terms.
7.2 Limitation of Liability: To the maximum extent permitted by law, DFSmartTech (including our directors, officers, employees, agents, affiliates, contractors, and partners) shall not be liable for any indirect, incidental, special, consequential, or punitive damages whatsoever. This includes, without limitation: damages for lost profits or revenues, loss of business opportunity or goodwill, loss of data, business interruption, or any other intangible losses arising out of or related to your use of (or inability to use) our services, even if we have been advised of the possibility of such damages. DFSmartTech shall not be liable for any unauthorized access to or use of our servers and/or any personal or financial information stored therein, any interruption or cessation of transmission to or from our services, or any bugs, viruses, trojan horses, or the like that may be transmitted to or through our services by any third party.
7.3 Cap on Direct Damages: To the extent that any liability is not otherwise excluded under these Terms, the total aggregate liability of DFSmartTech for any and all claims arising from or related to the services or these Terms shall be limited to the amount actually paid by you to DFSmartTech for the specific service or project in question during the six (6) months immediately preceding the event giving rise to the claim. If the claim relates to services that are provided without charge (for example, use of a free portion of our website), then DFSmartTech’s total liability for such free services shall not exceed one hundred U.S. dollars (USD $100) or equivalent. You acknowledge that this limitation of liability is a fundamental basis of the bargain and reflects the allocation of risk agreed upon between you and us; without it, the pricing of our services would be significantly different.
7.4 Exceptions: Some jurisdictions do not allow the exclusion of certain warranties or the limitation/exclusion of liability for certain types of damages (for example, incidental or consequential damages). Therefore, some of the disclaimers and limitations above may not apply to you. In such jurisdictions, DFSmartTech’s liability will be limited to the fullest extent permitted by law. Nothing in these Terms is intended to exclude or limit liability that cannot be excluded under law (for example, certain statutory liabilities or liability for intentional misconduct or gross negligence, which may not be limited under applicable law).
7.5 Release: To the extent permitted by law, you release DFSmartTech and its affiliates from all liability for claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any disputes between you and any third parties in connection with our services. You expressly waive any protections (whether statutory or otherwise – for example, California Civil Code §1542) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
7.6 Basis of Bargain: The parties agree that the disclaimers, exclusions, and limitations of liability in this Section (Limitation of Liability and Disclaimers) are reasonable, reflect the allocation of risk between the parties, and form an essential part of these Terms. The pricing and terms of DFSmartTech’s services have been set relying upon these limitations of liability and disclaimers, and they will apply even if any limited remedy is found to have failed of its essential purpose.
8. Indemnification
You agree to indemnify, defend, and hold harmless DFSmartTech and its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, demands, lawsuits, proceedings, losses, liabilities, damages, judgments, or expenses (including reasonable attorneys’ fees and court costs) that we incur arising out of or related to: (a) your use of the services in violation of these Terms or any law/regulation; (b) your breach of any provision of these Terms or of any agreement you have with DFSmartTech (including, without limitation, any violation of the User Responsibilities or Intellectual Property provisions); (c) any information, data, or content you submit, post, or transmit through our services (including claims that your User Content infringes or misappropriates the intellectual property or privacy rights of a third party); or (d) your negligence, fraud, or willful misconduct.
DFSmartTech reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such case, you agree to cooperate with our defense of that claim and you will not settle any such claim without our prior written consent. Your indemnification obligations shall survive the termination or expiration of these Terms and your use of the services. This indemnity is intended to allocate responsibility between the parties (you and DFSmartTech) and to ensure that DFSmartTech is not held liable for consequences arising from your actions or omissions.
9. Termination
9.1 Termination by DFSmartTech: We reserve the right to terminate or suspend your access to DFSmartTech’s services (in whole or in part), at our sole discretion, with or without prior notice, if you violate any provision of these Terms or if we determine that your use of the services creates risk or legal exposure for us or for other users. Additionally, we may terminate the services or any account you have with us if required by law (for example, due to an unlawful activity) or as a result of events beyond our control. Termination may include disabling your access to the services, closing your account (if any), or ceasing service provision. Where reasonably possible and appropriate, DFSmartTech will attempt to provide you with notice of termination or suspension, along with the reason, but we are not obligated to do so.
9.2 Termination by You: You have the right to stop using our services at any time. If you have an account, you may cancel your account or subscriptions by following the instructions on our site or by contacting us. If you are under a contractual agreement for certain services (such as a time-bound project or subscription term), you should refer to that agreement for any notice and termination provisions. Simply discontinuing use of the website or services typically does not by itself terminate any contractual obligations you have (for example, you will still be responsible for any outstanding payments or fees incurred before termination).
9.3 Effect of Termination: Upon termination of your use of the services for any reason, all licenses and rights granted to you under these Terms will immediately cease. You must stop all use of any DFSmartTech services, and you may lose access to any data stored on the platform (we recommend that you secure or back up any data you have stored with us before terminating if possible). Any sections of these Terms which by their nature should survive termination (including, but not limited to, provisions regarding Intellectual Property, Payments (to the extent fees are still owed), Disclaimers and Limitation of Liability, Indemnification, Governing Law, and Dispute Resolution) shall survive termination and continue in full effect. Termination of these Terms does not relieve either party of any obligations or liabilities that have arisen prior to the effective date of termination.
9.4 Outstanding Fees: If your account or agreement is terminated for any reason, you remain responsible for any unpaid fees or charges that have accrued up to the date of termination. In the event of termination due to your breach of these Terms, DFSmartTech may accelerate any fees due such that all unpaid obligations become immediately due and payable. We also reserve the right to delete or deactivate your account and all related data from our systems after a reasonable period following termination, in accordance with our data retention policies and applicable law.
9.5 Service Discontinuation: DFSmartTech reserves the right to discontinue or sunset any service or feature as part of a business decision. If we cease offering a service that you have paid for, we will give you reasonable advance notice and, if applicable, either provide a pro-rata refund for any remaining prepaid period or migrate you to a substantially similar service.
Termination of services can be disruptive, so we encourage you to reach out and attempt to resolve any issue with us prior to cancellation or before we resort to termination. Our goal is to satisfy our clients while also protecting our business and legal interests.
10. Dispute Resolution
We at DFSmartTech hope to maintain a positive working relationship with all our clients and users. However, if any dispute or disagreement arises out of or in connection with these Terms or the use of our services, the following steps and rules will apply:
Good Faith Negotiations: In the event of a dispute, both you and DFSmartTech agree to first attempt to resolve the issue informally and in good faith. The aggrieved party should notify the other party in writing of the nature of the dispute, including relevant facts and requested remedies. Both parties will then endeavor to meet (or confer by phone/video conference) within a reasonable time to discuss the matter and seek a mutually satisfactory solution. Each party agrees to participate in such negotiations in good faith before escalating the dispute further.
Mediation (Optional): If an informal resolution cannot be reached through direct negotiation, the parties may by mutual agreement attempt to resolve the dispute through mediation. Mediation is a voluntary process in which an independent neutral mediator helps the parties try to reach a settlement. Either party may suggest mediation, and if both agree, a single mediator acceptable to both parties will be appointed. The costs of mediation would typically be shared equally, unless otherwise agreed. Mediation is not binding unless a settlement is reached, in which case the agreement can be put into writing and signed by both parties.
Binding Arbitration: If a dispute remains unresolved after good faith negotiations (and mediation, if agreed), either party may elect to resolve the claim by binding arbitration, unless you and DFSmartTech mutually agree to an alternative dispute resolution method or forum. Arbitration is a private process whereby disputes are submitted to a neutral arbitrator (or a panel of arbitrators) instead of going to court. If arbitration is elected, it will be conducted in the English language and administered by a recognized arbitration institution (for example, the American Arbitration Association (AAA) under its Commercial Arbitration Rules, or another arbitral organization chosen by the parties). The arbitration will take place in a mutually agreed location; if the parties cannot agree, then, unless otherwise required by law, the location shall be in the jurisdiction of DFSmartTech’s headquarters. The arbitrator’s decision will be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Each party will bear its own attorneys’ fees and costs, unless the arbitrator awards costs to the prevailing party or applicable law provides otherwise.
Litigation: Except as provided in the arbitration paragraph above, any dispute arising out of or relating to these Terms that is not resolved through negotiation or arbitration (if elected) shall be resolved exclusively in the courts of the jurisdiction specified in the Governing Law section below. In such case, both parties consent and submit to the personal and subject-matter jurisdiction of those courts for the purpose of litigating any such dispute. Notwithstanding the foregoing, nothing in these Terms will prevent either party from seeking immediate injunctive or equitable relief from a court of competent jurisdiction in order to prevent irreparable harm (for example, enforcement of intellectual property rights or confidentiality obligations) while the main dispute is being resolved through arbitration or litigation.
Waiver of Jury Trial: To the extent permitted by law, if a dispute proceeds in court rather than through arbitration, both you and DFSmartTech knowingly and irrevocably waive any right to a trial by jury in any legal action or proceeding.
Class Action Waiver: To the extent permitted by law, you and DFSmartTech agree that any claims or disputes will be conducted on an individual basis only and not in a class, consolidated, or representative action. This means neither you nor DFSmartTech will join a claim with other persons or entities or bring a claim as a part of a class or representative action. An arbitrator or court, as applicable, may award relief (including injunctive relief) only on an individual basis, and only to the extent necessary to provide relief warranted by that party’s individual claim.
Notice for California Users (if applicable): Under California Civil Code §1789.3, users in California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834 or by telephone at 1-800-952-5210. (This notice is provided for informational purposes for any users who are California residents; it does not constitute a choice of California law unless specified in the Governing Law section.)
By agreeing to these Terms, you indicate that you have read and understood this Dispute Resolution section, and you agree to its terms. You acknowledge that, by accepting these Terms, you and DFSmartTech are each waiving the right to a trial by jury and the ability to participate in a class action.
11. Governing Law
These Terms of Service and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the services or their subject matter or formation shall be governed by and construed in accordance with the laws of [the jurisdiction where DFSmartTech is established], without regard to its conflict of laws principles. (For example, if DFSmartTech is headquartered in the State of New York, USA, then the laws of the State of New York will govern these Terms, and so on. If DFSmartTech is based in an EU member state, the laws of that country will govern, etc.)
By using our services, you expressly agree that the exclusive jurisdiction and venue for resolving any claim or dispute under these Terms (to the extent such dispute is not required to be resolved by arbitration as per Section 10) will be the state and/or federal courts located in the above-mentioned jurisdiction. You and DFSmartTech each consent to the exercise of personal jurisdiction by such courts and waive any objections to venue based on inconvenience or any other reasons.
If you access or use the services from outside the designated jurisdiction, you do so on your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. You understand that your rights and obligations under these Terms, and the rights and obligations of DFSmartTech, will be interpreted and enforced as per the specified governing law. The choice of governing law is made to provide predictability and consistency, regardless of where the services are used.
Consumers in the EU/UK: If you are a consumer (an individual using the services for personal use, unrelated to your trade, business, or profession) residing in the European Union or the United Kingdom, and DFSmartTech has directed its services to your country of residence, then you may additionally benefit from any mandatory provisions of the law of your country of residence. Nothing in these Terms, including this Governing Law section, affects your rights as a consumer to rely on such mandatory local law provisions. However, if you are a business user, or if DFSmartTech has not directed its services to your locale, then the designated governing law above will apply in full.
12. Modifications to Terms
DFSmartTech may revise or update these Terms of Service from time to time at our sole discretion. We reserve the right to modify, amend, or replace any part of these Terms at any time. If we make material changes to the Terms, we will make reasonable efforts to notify you of such changes. Notification may occur by various means, including but not limited to: posting the updated Terms on our website (with a new “Last Updated” date), sending you an email to the address we have on file (if you have provided one), or by other communication channels appropriate to the nature of the services.
Unless otherwise stated in the notice, revised Terms will become effective immediately upon being posted. It is your responsibility to review the Terms periodically for updates. We recommend that you check our website’s Terms of Service page regularly to stay informed of any changes. By continuing to access or use our services after updated Terms have been posted, you agree to be bound by the revised Terms.
If you do not agree with any amendment to the Terms, you should discontinue use of the services and, if applicable, cancel your account or service arrangements with us. In such a case, you may also contact us to express your concerns. However, please note that no unilateral oral or written statements by our employees or agents will constitute an official modification of these Terms. Only the published Terms (and any officially incorporated policies or written agreements) govern your use of the services.
DFSmartTech may, in its sole discretion, also choose to waive or delay enforcement of any provision of these Terms in particular instances without affecting our right to enforce it in the future. No waiver of any term or condition by DFSmartTech shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition.
Summary: We can update these Terms as our business and legal requirements evolve. We will try to inform you of major changes, but it’s ultimately your responsibility to stay updated. Your continued use of our services after changes are made constitutes your acceptance of the new Terms.
13. Miscellaneous Provisions
13.1 Entire Agreement: These Terms (along with any documents incorporated by reference, such as a Privacy Policy, and any separate written agreements or SOWs you may have with DFSmartTech) constitute the entire agreement between you and DFSmartTech regarding the subject matter herein and supersede all prior and contemporaneous agreements, proposals, or communications (whether written or oral) related to the same subject matter. In case of a conflict between these general Terms and specific terms in a separate contract signed by DFSmartTech and you, the terms of the signed contract will prevail for that specific service or project.
13.2 Severability: If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms will remain in full force and effect. The invalid or unenforceable provision shall be deemed modified to the least degree necessary to correct any invalidity or unenforceability while retaining the original intent of the parties.
13.3 No Waiver: The failure of DFSmartTech to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of DFSmartTech. Similarly, if you fail to exercise or enforce any right or remedy under these Terms, it will not be deemed a waiver of your rights.
13.4 Assignment: You may not assign, delegate, or transfer any rights or obligations under these Terms without our prior written consent. Any attempt to do so without consent will be null and void. DFSmartTech may assign or transfer its rights and obligations under these Terms freely to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to these Terms.
13.5 Relationship of Parties: Nothing in these Terms shall be construed to create a partnership, joint venture, franchisor-franchisee, or agency relationship between you and DFSmartTech. Neither party has the authority to bind the other or incur obligations on the other’s behalf without prior written consent, except as expressly provided in these Terms.
13.6 No Third-Party Beneficiaries: These Terms are intended for the sole and exclusive benefit of the signatories and are not intended to benefit any third party. No third party shall have any rights under these Terms, except as expressly provided (for example, indemnified parties under the Indemnification section are intended third-party beneficiaries of that section).
13.7 Force Majeure: DFSmartTech shall not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes or labor disputes, war, civil unrest, epidemics or pandemics, acts of terrorism, governmental actions, power or Internet outages, or any other event of a magnitude or type for which precautions are not generally taken in the industry. In the event of such a force majeure event, we will use reasonable efforts to mitigate the impact and resume performance as soon as feasible.
13.8 Notices: DFSmartTech may provide you with notices (including notices of changes to these Terms) by email, regular mail, postings on our website, or other legally accepted means. Notices to DFSmartTech must be in writing and sent to our registered business address (as listed on our website) or to any other address that we specify in writing. Notices will be deemed given: (a) if sent by email, when the email is sent (provided no bounce-back or similar error is received); (b) if sent by courier or mail, upon delivery confirmed by the postal service or courier; or (c) if posted on our website, upon your next visit or login to the website, or 24 hours after posting, whichever is sooner.
13.9 Headings and Interpretation: Section headings in these Terms are for convenience of reference only and shall not affect the meaning or interpretation of any provision. In these Terms, the words “including” and “include” mean “including, but not limited to.” Any ambiguity in the interpretation of these Terms shall not be construed against the drafter (DFSmartTech).
13.10 Language: These Terms are drawn up in the English language. If these Terms are translated into another language, the English text shall prevail in the event of any ambiguity or conflict between translations.
14. Contact Us
If you have any questions, concerns, or feedback about these Terms or any other policies, please contact us. We value transparent communication and will do our best to address your inquiry promptly.
For questions about these Terms or our services, please contact us:
Email: [email protected]
Mailing Address: 71 Shelton Str, Covent Garden, WC2H 9JQ, London, United Kingdom
Contact Form: https://dfsmarttech.com/
By using our services, you acknowledge that you have read, understood, and agreed to these Terms of Service. Thank you for choosing DFSmartTech. We look forward to working with you and helping you achieve your technology and business goals while maintaining a clear and fair understanding of our mutual rights and responsibilities under this agreement.