Terms of Service

3.1 Project Scope

The specific scope of services will be defined in a separate Service Agreement or Statement of Work (SOW) that incorporates these Terms by reference.

3.2 Service Delivery

We will provide services with reasonable skill and care, in accordance with industry standards and best practices.

3.3 Timeline

Project timelines will be specified in the applicable SOW. Delays caused by Client actions or external factors may extend delivery dates.

5.1 Fees

Service fees are as specified in the applicable SOW or invoice. All fees are exclusive of applicable taxes.

5.2 Payment Schedule

Payment is due according to the schedule specified in the SOW. Standard terms require payment within 14 days of invoice date.

5.3 Late Payment

Late payments may incur interest charges at 2% per month or the maximum rate permitted by law, whichever is lower.

5.4 Disputed Invoices

Payment disputes must be raised within 10 days of invoice receipt. Undisputed amounts remain due.

6.1 Pre-existing IP

Each party retains ownership of their pre-existing intellectual property.

6.2 Work Product

Unless otherwise specified in the SOW, Client owns the deliverables created specifically for Client. Company retains rights to general methodologies, processes, and know-how.

6.3 License Grant

Client grants Company a non-exclusive license to use Client's systems and data solely to provide the contracted services.

7.1 Confidential Information

Both parties acknowledge they may receive confidential information and agree to maintain its confidentiality.

7.2 Exceptions

Confidentiality obligations do not apply to information that is:

• Publicly available
• Independently developed
• Rightfully received from third parties
• Required to be disclosed by law

8.1 Data Processing

We process Client data in accordance with our Privacy Policy and applicable data protection laws.

8.2 Security Measures

We implement reasonable security measures to protect Client data, but cannot guarantee absolute security.

8.3 Data Breach

We will notify Client promptly of any known security breaches affecting Client data.

9.1 Mutual Warranties

Each party warrants that:

• It has the authority to enter into this agreement
• Its performance will not violate any third-party rights
• It will comply with applicable laws

9.2 Service Warranty

We warrant that services will be performed in a professional manner consistent with industry standards.

9.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.1 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT FOR THE SERVICES GIVING RISE TO THE CLAIM.

10.2 Exclusions

WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.1 Termination for Cause

Either party may terminate immediately upon material breach that remains uncured after 30 days written notice.

12.2 Termination for Convenience

Either party may terminate with 14 days written notice, subject to payment for services rendered. If Client terminates after 50% project completion, full payment becomes due.

12.3 Effect of Termination

Upon termination, each party will return confidential information and outstanding fees become immediately due.

14.1 Governing Law

These Terms are governed by the laws of Ontario, Canada, without regard to conflict of law principles.

14.2 Dispute Resolution Process

Disputes will be resolved through:

• Good faith negotiations
• Mediation (if negotiations fail)
• Binding arbitration (if mediation fails)

14.3 Jurisdiction

Any legal proceedings shall be conducted in Ontario, Canada.

15.1 Entire Agreement

These Terms, together with any SOW, constitute the entire agreement between the parties.

15.2 Amendments

Modifications must be in writing and signed by both parties.

15.3 Severability

If any provision is deemed invalid, the remaining provisions shall remain in effect.

15.4 Assignment

Neither party may assign these Terms without the other's written consent, except in connection with a merger or acquisition.

15.5 Notices

All notices must be in writing and delivered to the addresses specified in the SOW.