LEGAL
TERMS OF SERVICE
Effective date: September 23, 2026 · Version 2026-09-23
These Terms govern use of this website and of the Chukwu applications. Contracted clients are additionally governed by a Master Service Agreement.
01 — ACCEPTANCE
Agreement to These Terms
By accessing or using the Chukwu website (chukwu.studio), submitting our contact form, or using any Chukwu application, you agree to these Terms of Service. If you do not agree, do not use the site or the applications.
Where you tick a box confirming your agreement — on our contact form, or when first signing in to Chukwu Core, Floor, or Pick — we record which version of these Terms you accepted, in which language, and when. That record is the evidence of your agreement and we keep it for seven years.
These Terms govern our public website and general access to our applications. Contracted clients are additionally governed by a Master Service Agreement and, where we process personal information on their behalf, a Data Processing Addendum. Where those conflict with these Terms, they take precedence.
02 — SERVICES
What We Provide
Chukwu provides custom software development and related services, including order management, warehouse picking, B2B buyer portals, EDI integration, and technical consulting.
All services are scoped, priced, and delivered under a separate written agreement. Nothing on this website is a binding offer, and nothing here guarantees availability, a timeline, a price, or a particular result.
Case studies, figures, and time savings described on this site reflect specific deployments in specific operations. They are illustrations of what has happened, not a promise of what will happen in yours.
03 — INTELLECTUAL PROPERTY
IP Ownership
Chukwu owns
The Chukwu platform, its source code, architecture, interface designs, documentation, and all improvements to them — including anything developed while delivering a client project that is general-purpose rather than specific to that client. The name, logo, and site content are ours.
You own
Your data. Orders, inventory, buyer records, pricing, documents, and anything else you put into our systems remain yours. We claim no ownership of it and do not use it to train anything or to build products for anyone else.
Your licence
Contracted clients receive a non-exclusive, non-transferable right to use the software for their own business for as long as their agreement runs. That right does not include copying, reselling, sublicensing, or reverse engineering it.
Feedback
If you suggest an improvement, we may implement it without owing you anything. This does not give us any right to your data.
04 — ACCEPTABLE USE
Acceptable Use
You agree not to:
Break in
Attempt to gain unauthorised access to any part of our systems, another tenant's data, or any account that is not yours.
Overload
Scrape, crawl at a rate that degrades service, or run any automated process that interferes with normal operation.
Reverse engineer
Decompile, disassemble, or attempt to derive the source code, except to the extent that restriction is void under applicable law.
Misrepresent
Impersonate anyone, misstate your affiliation, or use the site to send unlawful, misleading, or infringing material.
Resell
Provide access to our applications to any third party, or use them to operate a service for anyone other than your own business, without our written agreement.
Good-faith security research is welcome. If you find a vulnerability, report it to sales@obinnachukwu.org before disclosing it, and do not access, modify, or retain anyone else's data in the course of testing. We will not pursue researchers who follow that.
05 — YOUR RESPONSIBILITIES
What You Are Responsible For
Accuracy of your data
Our systems act on what you and your team enter, import, or connect. We are not responsible for outcomes caused by inaccurate or incomplete data supplied to us, including incorrect pricing, stock figures, or buyer records.
Account security
Keeping credentials confidential, removing access for departed staff, and telling us promptly if you suspect an account has been compromised.
Your own compliance
Meeting your obligations to your buyers, retailers, carriers, and regulators, including your retail trading partners' EDI and labelling requirements and any privacy obligations you owe your own customers and employees.
Verification
Checking output that matters before acting on it. Automated extraction, allocation, and validation reduce manual work; they do not remove the need for a person to confirm what leaves your warehouse.
06 — EDI AND COMPLIANCE DISCLAIMER
EDI and Trading Partner Compliance
EDI requirements are set by your retail trading partners and change without our involvement. We build integrations to the specifications available to us at the time, and we will work with you to correct a mapping that turns out to be wrong.
We do not guarantee that a trading partner will accept a given transaction, and we are not responsible for chargebacks, fines, routing penalties, or lost business arising from a partner's requirements, a change to them, or their systems.
07 — DISCLAIMER OF WARRANTIES
No Warranties
This website and its content are provided "as is" and "as available", without warranty of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
We do not warrant that the site will be available at all times, uninterrupted, error-free, or free of harmful components.
Warranties for contracted services are set out in the Master Service Agreement and are not limited by this section.
Some jurisdictions do not permit the exclusion of certain warranties. Where that is so, this section applies to the fullest extent those laws allow and no further.
08 — LIMITATION OF LIABILITY
Limitation of Liability
To the maximum extent permitted by law, neither Chukwu nor its principals, employees, or contractors are liable for indirect, incidental, consequential, special, or punitive damages arising out of or relating to your use of this website or our applications, including lost profits, lost data, lost goodwill, or business interruption, even if advised of the possibility.
Our total aggregate liability for all claims arising out of or relating to these Terms is limited to the greater of: the fees you paid us in the twelve months before the event giving rise to the claim, or CAD $1,000.
This limit does not apply, and nothing in these Terms purports to limit our liability, for: bodily or moral injury; intentional fault or gross negligence, which article 1474 of the Civil Code of Québec does not permit anyone to exclude; fraud or fraudulent misrepresentation; or any other liability that cannot be limited under applicable law.
Each party has had the opportunity to consider this allocation of risk, and it is reflected in what we charge. Where a client has negotiated different terms in a Master Service Agreement, those apply instead.
09 — INDEMNITY
Indemnity
You agree to indemnify and hold Chukwu harmless from third-party claims, losses, and reasonable legal costs arising from: your breach of these Terms; data you supply to us that infringes someone's rights or that you had no right to provide; or your use of our applications in a way these Terms do not permit.
This does not apply to anything caused by our own intentional fault or gross negligence, and we will tell you promptly of any claim we expect you to cover, so that you can take part in how it is handled.
10 — TERMINATION
Access and Termination
We may suspend or terminate access to this website where we reasonably believe these Terms have been breached, or where continued access presents a security risk. Where circumstances allow it we will give notice first.
For contracted clients, termination of services, notice periods, and the return or deletion of your data are governed by the Master Service Agreement, and this section does not shorten those rights.
Provisions that by their nature should survive termination — intellectual property, limitation of liability, indemnity, and governing law — survive it.
11 — THIRD-PARTY LINKS AND SERVICES
External Links and Services
This site links to and embeds third-party services, including Calendly for scheduling and, where you consent, advertising measurement from Meta and X. These are provided for convenience and are governed by their own terms and privacy policies.
We do not control and do not accept responsibility for the content, availability, or privacy practices of any third-party site or service.
12 — PRIVACY
Privacy
Our Privacy Policy explains what personal information we collect, why, and your rights. It forms part of these Terms.
Non-essential cookies, including advertising pixels, run only where you have consented. You can change or withdraw that choice at any time from "Cookie preferences" in the footer of any page.
13 — FORCE MAJEURE
Events Beyond Our Control
Neither party is liable for failure to perform caused by an event beyond its reasonable control, including a superior force within the meaning of article 1470 of the Civil Code of Québec: natural disaster, war, civil unrest, labour action, epidemic, failure of a public network or utility, and failure or discontinuation of a third-party service we depend on.
The affected party will tell the other promptly and resume as soon as it reasonably can.
14 — GOVERNING LAW
Governing Law and Disputes
These Terms are governed by the laws in force in Quebec, Canada, including the federal laws of Canada applicable there, without regard to conflict of laws rules.
Any dispute will first be raised in writing and the parties will attempt in good faith to resolve it within 30 days.
If that does not resolve it, the dispute is subject to the exclusive jurisdiction of the courts of the judicial district of Montreal, Quebec.
Nothing here prevents either party from seeking an injunction or other provisional relief from any court with jurisdiction, where that is needed to prevent harm that damages could not repair.
If you are a consumer within the meaning of the Consumer Protection Act, nothing in this section removes a right that Act gives you, including your right to bring proceedings where you reside.
15 — LANGUAGE
Language
These Terms are published in French and in English, and the French version is available at all times at the same address. The parties confirm their express wish that, having had the French version available to them, these Terms and all related documents be drawn up in the language in which they were accepted.
Where the two versions differ, the French version prevails in Quebec.
16 — GENERAL
General
Severability
If any provision is held invalid or unenforceable, it is limited or severed to the minimum extent necessary and the rest remains in force.
No waiver
Not enforcing a provision on one occasion does not waive it.
Assignment
You may not assign your rights under these Terms without our written consent. We may assign ours in connection with a merger, acquisition, or sale of the business, on notice to you.
Entire agreement
These Terms, the Privacy Policy, and any Master Service Agreement or Data Processing Addendum are the whole of the agreement between us on their subject matter, and replace any prior understanding on it.
No professional advice
Nothing on this site is legal, accounting, tax, or regulatory advice. Decisions about your own compliance obligations should be taken with your own advisers.
Relationship
Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between us.
17 — CHANGES
Changes to These Terms
We may update these Terms. The version and effective date at the top of this page identify the current revision.
Where a change materially affects your rights or obligations, we will ask you to accept the new version rather than treating your continued use as agreement. Existing acceptance records remain tied to the version they were given for.
18 — CONTACT
Contact
Questions about these Terms: sales@obinnachukwu.org
Obinna Chukwu, a sole proprietor operating a custom software studio in Quebec, Canada
Questions about these Terms?
Email sales@obinnachukwu.org