Terms of Use

1. Acceptance of Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and AI Xens, a strategic AI implementation consulting firm operating in Ontario, Canada ("AI Xens," "we," "us," or "our").

These Terms apply to:

• Use of our corporate website (www.aixens.com) and technical domains (www.aixens.ai www.aixens.io)
• All consulting services provided by AI Xens
• All communications and interactions with AI Xens
• Any materials, deliverables, or intellectual property provided by AI Xens

By engaging our services, you represent that you have the authority to bind your organization to these Terms and that you are at least 18 years of age.

2. Description of Services

2.1 Consulting Services

AI Xens provides strategic AI implementation consulting services, including but not limited to:

• AI Readiness Assessment: Evaluation of organizational AI maturity and strategic opportunities
• AI Capability Building: Hands-on workshops to build internal AI capabilities and strategic thinking
• AI Transformation Deep Dive: Comprehensive strategy and implementation support for systematic AI adoption
• Strategic AI Advisory: Flexible strategic guidance through multiple engagement models
• Custom AI Projects: Tailored solutions based on specific client needs

2.2 Professional Disclaimers

2.3 Scope and Deliverables

Specific services, deliverables, timelines, and fees will be detailed in individual Statement of Work (SOW) documents or consulting agreements. Each SOW is incorporated by reference into these Terms.

3. Intellectual Property Rights

3.2 Client Intellectual Property

Clients retain ownership of their pre-existing intellectual property, including:

• Proprietary business data and information
• Existing systems, processes, and documentation
• Company-specific strategic plans and business intelligence
• Trade secrets and confidential business information

3.3 Work Product and Deliverables

Rights to specific deliverables created during engagements will be allocated as follows:

• Custom Strategic Plans: Client receives ownership of client-specific strategic plans and recommendations
• Implementation Documentation: Client receives rights to use documentation created specifically for their implementation
• Training Adaptations: Client receives license to use training materials customized for their organization
• General Methodologies: AI Xens retains ownership of underlying methodologies and frameworks

3.4 Restrictions on Use

Clients may not:

• Reverse engineer, modify, or create derivative works of our proprietary methodologies
• Use our intellectual property to compete with AI Xens or provide similar services to third parties
• Share our proprietary frameworks with third-party consulting firms or potential competing entities
• Remove or alter any proprietary notices or copyright markings

4. Confidentiality and Proprietary Information

4.1 Mutual Confidentiality

Both parties acknowledge that they may have access to confidential and proprietary information during the course of our professional relationship.

4.2 AI Xens Confidentiality Obligations

AI Xens agrees to:

• Maintain the confidentiality of all client proprietary information
• Use client information solely for the purpose of providing contracted services
• Implement appropriate security measures to protect client data
• Not disclose client information to unauthorized third parties
• Return or destroy client confidential information upon engagement completion

4.3 Client Confidentiality Obligations

Clients agree to:

• Protect the confidentiality of AI Xens proprietary methodologies and frameworks
• Not disclose our proprietary information to competitors or other consulting firms
• Use our proprietary information solely for internal business purposes
• Ensure that employees and contractors with access to our IP are bound by appropriate confidentiality agreements

4.4 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available or becomes public through no breach of these Terms
• Was rightfully known before disclosure
• Is independently developed without use of confidential information
• Must be disclosed by law or court order

5. Limitation of Liability and Disclaimers

5.2 Exclusion of Consequential Damages

AI Xens shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities
• Loss of data or business interruption
• Cost of substitute services or technology
• Damage to reputation or goodwill
• Third-party claims or demands

5.3 Professional Service Disclaimers

AI Xens provides consulting services based on professional judgment and industry best practices. We disclaim all warranties, express or implied, including:

• No Guarantee of Results: We cannot guarantee specific business outcomes or return on investment
• Technology Risks: AI technology implementation involves inherent risks and uncertainties
• Market Factors: Business results depend on market conditions, competition, and client execution
• Implementation Dependencies: Success requires client commitment, resources, and proper execution

5.4 Client Responsibilities

Clients are responsible for:

• Providing accurate and complete information necessary for our services
• Making independent business decisions based on our recommendations
• Ensuring compliance with applicable laws and regulations
• Managing internal change management and organizational alignment
• Protecting their own systems, data, and intellectual property

5.5 Third-Party Services

We may recommend third-party products, services, or vendors. AI Xens is not responsible for the performance, quality, or support of third-party offerings. Clients engage with third parties at their own risk and should conduct their own due diligence.

6. Payment Terms and Conditions

6.2 Invoice Terms

• Payment Due: Net 30 days from invoice date
• Currency: All fees quoted and payable in Canadian Dollars (CAD)
• Late Payments: 1.5% monthly interest charge on overdue amounts
• Expenses: Reasonable out-of-pocket expenses will be billed separately with appropriate documentation

6.3 Taxes

All fees are exclusive of applicable taxes. Client is responsible for all sales, use, GST/HST, and other taxes related to the services, except for taxes based on AI Xens' income.

6.4 Disputes and Collections

Payment disputes must be raised in writing within 30 days of invoice date. In the event of collection action, Client agrees to pay reasonable attorney fees and collection costs incurred by AI Xens.

6.5 Suspension of Services

AI Xens reserves the right to suspend services for any account that is more than 30 days past due, with 10 days written notice to Client.

7. Termination

7.1 Termination by Either Party

Either party may terminate an engagement:

• For Convenience: With 30 days written notice (subject to SOW terms)
• For Cause: Immediately upon material breach that remains uncured after 15 days written notice
• For Insolvency: Immediately upon bankruptcy, insolvency, or assignment for benefit of creditors

7.2 Effect of Termination

Upon termination:

• Client remains obligated to pay for all services performed through the termination date
• AI Xens will deliver all completed work product to Client
• Both parties will return or destroy confidential information (except as required for legal compliance)
• Accrued rights and obligations survive termination

7.3 Surviving Provisions

The following provisions survive termination: intellectual property rights, confidentiality obligations, limitation of liability, governing law, and dispute resolution.

8. Websites Use Terms

8.1 Permitted Use

You may use our website for legitimate business purposes related to evaluating and engaging our consulting services. You may not:

• Use automated systems to access or scrape our website content
• Attempt to gain unauthorized access to our systems or data
• Transmit malicious code, viruses, or harmful content
• Use our website in any way that could damage, disable, or impair our services
• Violate any applicable laws or regulations

8.2 User-Generated Content

By submitting content through our website (forms, comments, etc.), you grant AI Xens a non-exclusive license to use such content for business purposes, including responding to inquiries and improving our services.

8.3 Third-Party Links

Our website may contain links to third-party sites. We are not responsible for the content, privacy practices, or terms of use of external websites.

9. Electronic Communications

9.1 Consent to Receive Electronic Communications

By using our Services or providing your email address, you consent to receive electronic communications from us. These may include notices about your account, updates to our legal documents, information about our Services, and promotional messages. You agree that all electronic communications we provide satisfy any legal requirement that such communications be in "writing."

9.2 Acknowledgment of Risk & Limitation of Liability

9.3 Security and Verification of Communications

9.4 Your Responsibilities

You are responsible for keeping your email address with us current and ensuring our messages are not blocked by your filters. We are not responsible for any notice you do not receive because it was sent to an incorrect address or otherwise filtered.

9.5 Opting Out of Promotional Communications

You may opt out of receiving promotional (marketing) emails at any time by clicking the "unsubscribe" link in the email's footer. Please note that you cannot opt out of essential transactional, security, or legal notices.

10. Governing Law and Dispute Resolution

10.1 Governing Law

These Terms and all related agreements are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

10.2 Jurisdiction

The courts of Ontario, Canada shall have exclusive jurisdiction over any disputes arising from or related to these Terms or our services. Both parties consent to the personal jurisdiction of such courts.

10.3 Dispute Resolution Process

1. Direct Negotiation: Parties will first attempt to resolve disputes through good faith direct negotiation
2. Mediation: If negotiation fails, disputes will be submitted to binding mediation under the rules of ADR Chambers
3. Litigation: If mediation is unsuccessful, disputes may proceed to litigation in Ontario courts

10.4 Limitation Period

Any claim arising from our services must be commenced within two (2) years after the claim accrues, or it will be forever barred.

11. General Provisions

11.1 Entire Agreement

These Terms, together with any executed SOWs or consulting agreements, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements.

11.2 Modifications

These Terms may only be modified by written agreement signed by both parties. We may update website terms by posting revised terms with effective date notice.

11.3 Assignment

Client may not assign or transfer these Terms without our prior written consent. AI Xens may assign these Terms in connection with a merger, acquisition, or sale of business.

11.4 Severability

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

11.5 Force Majeure

Neither party will be liable for delays or failures in performance resulting from causes beyond their reasonable control, including natural disasters, government actions, or other unforeseeable circumstances.

11.6 Independent Contractor

AI Xens is an independent contractor. These Terms do not create an employment, partnership, or joint venture relationship between the parties.

11.7 Notices

All notices must be in writing and delivered to the addresses specified in the applicable SOW or to the email addresses used for business communications.

12. Contact Information

13. Acknowledgment