Terms & Conditions of Service

Governing Law: Province of Ontario, Canada

1. Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires:

  • "Company," "we," "us," or "our" means Coulter Digital Services Inc., operating in the Province of Ontario, Canada.
  • "Client," "you," or "your" means the individual or entity engaging the Company for Services as identified in the applicable Statement of Work.
  • "Services" means the consultancy, development, and advisory services provided by the Company, including but not limited to Manual Process Automations, Custom AI Agents, AI Readiness Audits, and AI Transformation Planning.
  • "Statement of Work" or "SOW" means the document detailing the specific scope, deliverables, timeline, fees, and terms for an individual engagement.
  • "Deliverables" means all work product, documentation, code, configurations, reports, and materials produced by the Company in the course of performing the Services.
  • "Intake Form" means the Universal Client Intake Form completed by the Client prior to engagement.
  • "Confidential Information" means any non-public information disclosed by either party, including business strategies, technical data, client data, financial information, trade secrets, and proprietary methodologies.
  • "Personal Information" has the meaning ascribed to it under PIPEDA.
  • "AI Components" means any artificial intelligence models, agents, prompts, configurations, training data pipelines, or machine learning systems developed or deployed as part of the Services.
  • "Third-Party Tools" means software, platforms, APIs, and services provided by parties other than the Company that are used in the delivery of Services.
  • "Business Day" means any day other than a Saturday, Sunday, or public holiday in the Province of Ontario.

1.1 These Terms and Conditions, together with any applicable SOW, the Intake Form, and the Privacy Policy, constitute the entire agreement between the parties (the "Agreement").

1.2 In the event of a conflict between these Terms and a SOW, the SOW shall prevail to the extent of the conflict, unless the conflicting provision in these Terms is expressly stated to be non-derogable.

2. Scope of Services

2.1 Service Categories

The Company provides the following categories of services, each governed by a dedicated project flow as set out in the Company's Consultancy Project Framework:

  • Process Automations: Design, development, and deployment of automated workflows to replace manual business processes, including scheduled tasks, integration platform configurations, custom scripts, and AI-powered agents.
  • Custom AI Agents: Bespoke artificial intelligence agents built to the Client's specifications, including agent architecture design, prompt engineering, tool and API integration, guardrail implementation, knowledge base ingestion, evaluation testing, and deployment.
  • AI Readiness Audits: A comprehensive assessment covering data infrastructure, process maturity, team capabilities, technology stack, security posture, and organizational culture, culminating in a scored readiness report and prioritized implementation roadmap.
  • AI Transformation Planning: An end-to-end strategic engagement encompassing vision development, use case portfolio creation, business case modeling, technology and data strategy, change management planning, pilot execution oversight, scaled rollout coordination, and ongoing strategic advisory.

2.2 Engagement Scope

The specific scope of each engagement shall be defined in a SOW executed by both parties. No work shall commence until a SOW is signed. Any work not expressly included in the SOW is excluded.

2.3 Change Requests

Either party may propose changes to the scope of a SOW by submitting a written Change Request including a description of the proposed change, rationale, and impact assessment. No Change Request shall be effective unless agreed to in writing by both parties. The Company shall provide a cost and timeline estimate within five (5) Business Days of receipt.

3. Client Obligations

  • Complete the Intake Form fully and accurately prior to commencement of any engagement.
  • Provide timely access to all systems, data, personnel, documentation, and resources reasonably required.
  • Designate a primary contact with decision-making authority.
  • Review and provide feedback on all Deliverables within the timeframes specified in the SOW. If the Client fails to respond within the specified review period, the Deliverables shall be deemed accepted.
  • Ensure that all data, content, and materials provided do not infringe any third-party intellectual property rights and comply with all applicable laws.
  • Ensure all necessary internal approvals, licenses, and consents are obtained prior to providing access to third-party systems or data.

Delays caused by the Client's failure to meet its obligations may result in corresponding adjustments to project timelines and, where applicable, additional fees.

4. Engagement Process and Acceptance

Each engagement follows the structured project flow defined in the Company's Consultancy Project Framework, proceeding through phased milestones with formal quality gates between phases.

Progression from one phase to the next requires formal written sign-off. Each phase's deliverables shall be subject to a review period as specified in the SOW (default: ten (10) Business Days). If the Client does not respond within the review period, deliverables shall be deemed accepted.

For Services involving deployment, the Company shall deploy solutions with a documented rollback plan. Unless otherwise specified, a thirty (30) day hypercare period shall follow deployment for bug fixes and critical adjustments.

5. Fees, Payment, and Taxes

Fees shall be as set out in the applicable SOW. The Company offers fixed-price project, time and materials, and monthly retainer engagement models.

Unless otherwise stated, invoices are due within thirty (30) calendar days. Late payments accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by applicable Ontario law, whichever is less.

All fees are exclusive of applicable taxes. The Client is responsible for all applicable federal and provincial taxes, including HST.

The Company reserves the right to suspend work where invoices are overdue by more than fifteen (15) Business Days, upon five (5) Business Days' written notice.

6. Intellectual Property

6.1 Company Pre-Existing IP

The Company retains all right, title, and interest in its pre-existing intellectual property, including proprietary frameworks, methodologies, templates, prompt libraries, code libraries, tools, and processes. Where Company IP is incorporated into Deliverables, the Client receives a non-exclusive, non-transferable, perpetual licence for internal business purposes.

6.2 Client IP

The Client retains all right, title, and interest in its pre-existing intellectual property, data, brand assets, and content.

6.3 Deliverables and Work Product

Subject to Company Pre-Existing IP and Third-Party IP, upon full payment of all fees, all custom-developed Deliverables shall be assigned to the Client. This assignment does not include general knowledge, skills, experience, ideas, concepts, techniques, or know-how acquired during the engagement ("Residual Knowledge").

6.4 Third-Party IP and Open Source

Deliverables may incorporate Third-Party Tools, open-source software, or AI model outputs subject to their own licence terms. AI-generated outputs may not be subject to copyright protection under Canadian law. The Company makes no representation regarding the copyrightability of AI-generated outputs.

6.5 Portfolio Rights

The Company may include a general description of the Services performed (without disclosing Confidential Information) in its portfolio and marketing materials, unless the Client provides written objection within thirty (30) days of engagement completion.

7. Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence. Confidential Information does not include information that is publicly available, was known prior to disclosure, is independently developed, or is rightfully received from a third party.

Upon termination, each party shall return or destroy all Confidential Information within thirty (30) days. The obligations under this section survive termination for three (3) years.

8. Data Handling and AI-Specific Terms

8.1 Client Data

The Client retains all ownership rights in Client Data. The Company shall process Client Data solely for performing the Services and shall implement reasonable technical and organizational safeguards consistent with PIPEDA.

8.2 AI Model and Third-Party Data Processing

Client Data may be processed by third-party AI model providers. The Company shall not use Client Data to train or fine-tune any AI models except where expressly included in the SOW with informed written consent.

The Client acknowledges that AI model outputs may contain inaccuracies, biases, or hallucinations. The Company does not guarantee the accuracy of any AI-generated output.

8.3 Data Localization

Some Third-Party Tools may process data outside of Canada. Canada-only data residency requirements must be specified in the Intake Form or SOW.

8.4 Data Deletion and Return

Upon completion or termination, the Company shall return or securely delete all Client Data within thirty (30) days at the Client's election.

8.5 Security Incidents

The Company shall notify the Client of any confirmed or reasonably suspected security incident involving Client Data within seventy-two (72) hours.

9. Warranties and Representations

The Company warrants that it shall perform the Services in a professional manner consistent with generally accepted industry standards; it has the right and authority to enter into this Agreement; and the Deliverables shall not infringe third-party IP rights (excluding Third-Party IP).

Except as expressly set out herein, the Company makes no warranties, whether express, implied, statutory, or otherwise. The Company does not warrant that AI Components will operate without error, produce accurate results in all circumstances, or be free from bias. AI technology is inherently probabilistic.

10. Limitation of Liability

The Company's total aggregate liability shall not exceed the total fees paid by the Client under the applicable SOW in the twelve (12) months preceding the claim. The Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, or data.

These limitations do not apply to breaches of Confidentiality, willful misconduct, gross negligence, indemnification obligations, or liability that cannot be limited under applicable law.

11. Indemnification

The Company shall indemnify the Client from third-party claims arising from breach of confidentiality or IP infringement by the Deliverables (excluding Third-Party IP). The Client shall indemnify the Company from claims arising from Client Data, misuse of Deliverables, failure to obtain consents, or breach of applicable laws.

12. Term, Termination, and Suspension

Either party may terminate a SOW for convenience upon thirty (30) days' written notice. Upon termination for convenience, the Client shall pay for all Services performed, non-cancellable commitments, and a termination fee equal to 15% of the remaining unpaid SOW value.

Either party may terminate immediately for material breach that remains uncured for fifteen (15) Business Days, or insolvency. Sections covering IP, Confidentiality, Data Deletion, Disclaimer, Liability, Indemnification, and Dispute Resolution survive termination.

13. Dispute Resolution

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada. The parties submit to the exclusive jurisdiction of the courts in Barrie, Ontario.

Prior to formal proceedings, disputes follow a four-step escalation:

  1. Good Faith Negotiation — fifteen (15) Business Days.
  2. Executive Escalation — a further fifteen (15) Business Days.
  3. Mediation — mutually agreed mediator in Ontario, costs shared equally.
  4. Litigation — if mediation is unsuccessful within thirty (30) days.

14. Force Majeure

Neither party shall be liable for delays due to causes beyond reasonable control, including natural disasters, pandemics, government actions, cyberattacks, or the failure of third-party AI model providers. If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected SOW.

15. General Provisions

  • Entire Agreement: This Agreement, together with all SOWs and the Privacy Policy, constitutes the entire agreement.
  • Amendments: No amendment shall be effective unless in writing and signed by both parties.
  • Assignment: Neither party may assign without prior written consent, except in connection with a merger or acquisition.
  • Severability: Invalid provisions shall be modified to the minimum extent necessary.
  • Independent Contractor: The Company is an independent contractor. Nothing creates an employment, partnership, or agency relationship.
  • Electronic Execution: This Agreement may be executed electronically in accordance with the Electronic Commerce Act, 2000 (Ontario).
  • Anti-Spam Compliance: All communications comply with CASL. The Client may withdraw consent at any time.