Terms of Service

These Terms of Service (the "Terms") govern access to and use of the website, consulting, implementation work, software, automations, AI systems, integrations, managed services, support, documentation, and other services provided by Laurier AI [insert full legal name if different] ("Laurier AI," "we," "us," or "our") (collectively, the "Services").

The Services may include AI and automation consulting, workflow automation, AI agents, customer-support systems, voice agents, sales and lead-handling systems, document processing, reporting and knowledge systems, websites, internal tools, system integrations, and other custom AI or software solutions.

By accessing the website, accepting a proposal, statement of work, order form, or other agreement, or using the Services, you (the "Customer," "you," or "your") agree to these Terms. If you use the Services for an organization, you represent that you have authority to bind that organization.

Please read these Terms together with our Privacy Policy. A signed master services agreement, proposal, statement of work, order form, data processing addendum, or other written agreement (each, an "Order") may contain additional terms. If an Order conflicts with these Terms, the Order controls for the Services covered by that Order.

1. DEFINITIONS

"Authorized User" means an employee, contractor, agent, or other person whom Customer authorizes to access or use the Services.

"Customer Data" means information, content, records, documents, prompts, files, audio, transcripts, credentials, configuration data, and other materials provided by or on behalf of Customer or processed through the Services for Customer. Customer Data includes Outputs but excludes Laurier AI Technology and de-identified Usage Data.

"Deliverables" means the specific work product identified as a deliverable in an Order.

"Input" means information, instructions, prompts, files, or content submitted to or made available to the Services.

"Laurier AI Technology" means our pre-existing or independently developed software, connectors, templates, libraries, workflows, methods, designs, know-how, tools, documentation, models, prompts, configurations, improvements, and other technology, including reusable components developed while providing the Services. Laurier AI Technology does not include Customer Data or a Deliverable expressly assigned to Customer under Section 10.

"Output" means a response, summary, classification, recommendation, document, message, action, report, code, image, transcript, or other result generated or performed through the Services using Customer Data or Input.

"Third-Party Service" means a product, model, API, platform, website, software, data source, or service supplied by a party other than Laurier AI.

"Usage Data" means technical, operational, performance, and usage information relating to the Services that has been aggregated or de-identified so that it does not reasonably identify Customer, an Authorized User, or another individual.

2. ELIGIBILITY AND AUTHORITY

You must be at least 18 years old and legally able to enter into a binding contract to purchase or administer the Services. An Authorized User who is permitted to use a customer-facing system but is not able to enter into a contract may use that system only under the Customer's responsibility and supervision.

You represent that information you provide is accurate, current, and complete and that your use of the Services complies with applicable law.

3. THE SERVICES

3.1 Custom scope

Many Services are designed for a Customer's particular systems and processes. The applicable Order will describe the scope, Deliverables, assumptions, fees, timeline, responsibilities, usage limits, and support, if any. Anything not expressly included is outside scope.

3.2 Changes

Either party may propose changes. A change that affects scope, integrations, data, risk, timeline, usage, Deliverables, or cost may require a written change order, updated Order, or additional fees. Laurier AI is not required to begin out-of-scope work before the change is approved.

3.3 Customer cooperation

Customer will provide timely access to personnel, accounts, systems, data, content, approvals, testing, feedback, and decisions reasonably needed to perform the Services. Timelines and estimates may change if Customer delays, changes requirements, provides incomplete information, or if a Third-Party Service changes or becomes unavailable.

3.4 Testing and acceptance

Customer will review and test Deliverables and configured workflows before production use. Unless an Order states a different acceptance process, a Deliverable is accepted when Customer approves it in writing, uses it in production, or does not report a material failure to meet the written specifications within ten business days after delivery, whichever occurs first. Laurier AI will use reasonable efforts to correct a properly reported material non-conformity covered by the Order.

3.5 Managed and support services

Ongoing hosting, monitoring, maintenance, optimization, incident response, or support is included only if stated in an Order. Support hours, response targets, maintenance windows, backups, and service levels are not guaranteed unless expressly agreed in writing.

3.6 Modifications and availability

We may modify the Services to improve performance, security, compliance, or functionality. Custom production systems will not be materially reduced during an active paid term without reasonable notice where practicable, except where a change is needed to address law, security, abuse, or a Third-Party Service.

4. ACCOUNTS, ACCESS, AND CREDENTIALS

Customer is responsible for its Authorized Users and for all activity under accounts, credentials, phone numbers, domains, systems, and integrations it controls. Customer will:

Customer must not give Laurier AI access to systems or data beyond what Customer is authorized to provide and what is reasonably necessary for the Services. Laurier AI may suspend a credential or connection that creates a security or legal risk.

5. CUSTOMER RESPONSIBILITIES

Customer is responsible for its business, decisions, data, end users, and use of the Services. Customer will:

Customer remains responsible for communications, decisions, transactions, and actions made through the Services on Customer's behalf, including appointments, refunds, quotes, outreach, record changes, routing, approvals, and messages.

6. ACCEPTABLE USE

Customer and Authorized Users must not use the Services to:

We may investigate suspected misuse and suspend or limit access where reasonably necessary to protect people, systems, data, Laurier AI, a customer, a provider, or the public, or to comply with law. We will provide notice where practicable.

7. AI OUTPUTS AND AUTOMATED ACTIONS

7.1 Nature of AI

AI and automated systems are probabilistic and may produce inaccurate, incomplete, biased, outdated, offensive, or unexpected Output. Similar Inputs may produce different Outputs, and other users may receive similar Outputs. Outputs may not be unique or protectable by intellectual-property law.

7.2 Human review

Customer must evaluate Outputs and automated actions for accuracy, legality, appropriateness, and fitness for the intended use. Customer must use qualified human review before relying on an Output where an error could materially affect a person's rights, health, safety, finances, employment, access to services, or other significant interests.

7.3 No professional advice

Unless an Order expressly says otherwise and the work is performed by an appropriately qualified professional, Outputs are not legal, medical, financial, accounting, employment, compliance, or other professional advice. The Services do not replace professional judgment, audits, testing, or independent verification.

7.4 Actions and integrations

An automation may create, change, send, delete, approve, route, schedule, or otherwise act on information in connected systems. Customer is responsible for approving the permitted actions, access levels, limits, recipients, and escalation rules. Customer should use sandboxing, staged deployment, human approval, rate limits, transaction limits, and rollback controls where appropriate.

7.5 No guaranteed outcome

We do not guarantee that the Services will achieve a particular revenue increase, cost reduction, response time, conversion rate, ranking, business outcome, or legal compliance result.

8. THIRD-PARTY SERVICES

The Services may depend on Third-Party Services selected by Laurier AI or Customer, including AI model providers, cloud platforms, communications systems, customer relationship management tools, calendars, email services, databases, hosting providers, analytics, and payment providers.

Third-Party Services are governed by their own terms, privacy policies, availability, usage limits, and fees. Customer authorizes Laurier AI to exchange Customer Data with enabled Third-Party Services as necessary to provide the Services.

Laurier AI does not control and is not responsible for a Third-Party Service's acts, omissions, security, outputs, changes, suspension, data practices, pricing, or availability. We may replace, reconfigure, or discontinue an integration if reasonably necessary. A material replacement that changes Customer's approved data handling or fees will be discussed with Customer where practicable.

Customer is responsible for maintaining required licences and complying with the terms of Third-Party Services connected through Customer's accounts. Usage charges and pass-through costs are payable as stated in the Order.

9. CUSTOMER DATA AND PRIVACY

9.1 Ownership

As between the parties, Customer retains all right, title, and interest in Customer Data.

9.2 Permission to process

Customer grants Laurier AI and its approved providers a non-exclusive, worldwide, limited-term right to host, copy, transmit, transform, display, and otherwise process Customer Data only as reasonably necessary to provide, secure, maintain, and support the Services, comply with law, and carry out Customer's documented instructions.

Customer represents that it has all rights and lawful authority needed for this processing.

9.3 Model training

Laurier AI will not use Customer Data to train general-purpose AI models for our own benefit unless Customer expressly agrees in writing. Third-party providers may process Customer Data according to the service tier, account, settings, and terms applicable to the project. Where appropriate and commercially available, we seek configurations that restrict provider training on Customer Data.

9.4 Usage Data

We may create and use Usage Data to operate, secure, analyze, benchmark, and improve the Services, provided it does not reasonably identify Customer or an individual. Laurier AI owns Usage Data.

9.5 Privacy terms

Our Privacy Policy describes how we handle personal information. If Laurier AI processes regulated personal information on Customer's behalf, the parties may be required to sign a data processing addendum or other sector-specific terms before that processing begins.

10. INTELLECTUAL PROPERTY

10.1 Customer materials

Customer owns Customer Data and materials it provides. Customer grants Laurier AI the limited rights necessary to perform the Services. Customer represents that those materials and their permitted use do not infringe another person's rights.

10.2 Laurier AI Technology

Laurier AI retains all right, title, and interest in Laurier AI Technology. No ownership is transferred except as expressly stated in an Order.

10.3 Custom Deliverables

After Laurier AI receives all amounts due for the applicable Order, Customer owns the final custom Deliverables expressly identified in that Order as "Customer-Owned Deliverables," excluding Laurier AI Technology and Third-Party Services.

To the extent Laurier AI Technology is embedded in a paid Customer-Owned Deliverable, Laurier AI grants Customer a perpetual, non-exclusive, worldwide, royalty-free licence to use that embedded technology as part of the Deliverable for Customer's internal business purposes. Customer may permit its contractors to use it solely on Customer's behalf. This licence does not permit extraction, resale, sublicensing as a standalone product, or use to build a competing service.

If an Order states that a system is licensed, hosted, or subscription-based rather than assigned, Customer receives only the access and licence rights stated in that Order.

10.4 Third-party materials

Third-party software, open-source components, data, models, fonts, media, and other materials remain subject to their applicable licences and terms. Those terms may limit Customer's use or ownership.

10.5 Feedback

If Customer voluntarily provides suggestions or feedback about the Services, Laurier AI may use it without restriction or compensation, provided we do not publicly identify Customer or disclose Customer Confidential Information without permission.

10.6 Publicity

Laurier AI may not use Customer's name, logo, testimonial, results, or project details in public marketing or a case study without Customer's prior permission.

11. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is marked confidential or should reasonably be understood as confidential, including business plans, Customer Data, pricing, credentials, security information, product plans, processes, trade secrets, and technical information.

Confidential Information does not include information that the Receiving Party can show: (a) is publicly available through no breach of these Terms; (b) was lawfully known without restriction before disclosure; (c) was received lawfully from another source without confidentiality duty; or (d) was independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party will use Confidential Information only to perform or receive the Services and will protect it using at least reasonable care. It may disclose Confidential Information only to personnel, contractors, providers, and professional advisers who need it for that purpose and are subject to confidentiality obligations.

If law requires disclosure, the Receiving Party may disclose the required information and, where legally permitted, will give the Disclosing Party prompt notice and reasonable assistance.

On request or termination, each party will return or delete the other's Confidential Information, subject to legal retention duties, reasonable backup cycles, and Section 9. Confidentiality obligations continue for five years after disclosure, except trade-secret obligations continue for as long as the information remains a trade secret under applicable law.

12. SECURITY

Laurier AI will use reasonable administrative, technical, and organizational safeguards appropriate to the Services and information involved. No service, integration, model, or Internet transmission is completely secure, and we cannot guarantee that unauthorized access, loss, or interruption will never occur.

Customer is responsible for the security of its environments, accounts, endpoints, access permissions, credentials, source systems, and backups. Each party will notify the other without undue delay after confirming a security incident materially affecting Customer Data in its control and will reasonably cooperate in response.

13. FEES, TAXES, AND PAYMENT

Fees, deposits, usage charges, payment schedules, currency, included work, and recurring costs are stated in the applicable Order. Unless the Order states otherwise:

Customer must raise a good-faith invoice dispute in writing within ten business days after receiving the invoice and must pay all undisputed amounts on time.

A free trial, pilot, credit, introductory period, or promotional offer is governed by any stated limits and may be modified or ended for future customers. Continuing after a trial or pilot requires a paid Order unless we agree otherwise in writing.

14. WARRANTIES AND DISCLAIMERS

Laurier AI warrants that it will perform professional services in a professional and workmanlike manner. Customer's exclusive remedy for breach of this warranty is re-performance of the affected Services if Customer gives detailed written notice within thirty days after performance. If re-performance is not commercially reasonable, Laurier AI may refund the fees paid for the affected Services.

EXCEPT FOR THE EXPRESS WARRANTY ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, DELIVERABLES, OUTPUTS, DOCUMENTATION, AND LAURIER AI TECHNOLOGY ARE PROVIDED "AS IS" AND "AS AVAILABLE." LAURIER AI DISCLAIMS ALL OTHER EXPRESS, IMPLIED, STATUTORY, AND COLLATERAL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, SECURITY, AVAILABILITY, AND RESULTS.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPATIBLE WITH EVERY SYSTEM, OR FREE FROM HARMFUL COMPONENTS, OR THAT EVERY ERROR, RISK, SECURITY ISSUE, COMPLIANCE GAP, OR BUSINESS PROBLEM WILL BE IDENTIFIED OR CORRECTED.

Nothing in these Terms excludes a warranty, condition, right, or remedy that cannot lawfully be excluded.

15. INDEMNIFICATION

Customer will defend, indemnify, and hold harmless Laurier AI and its personnel from third-party claims, damages, losses, liabilities, penalties, and reasonable legal costs arising from: (a) Customer Data or Customer materials; (b) Customer's or an Authorized User's unlawful or unauthorized use of the Services; (c) Customer's violation of Sections 5 or 6; or (d) Customer's failure to provide legally required notice, consent, human review, or opt-out mechanisms.

Laurier AI will defend and indemnify Customer from a third-party claim that a paid Customer-Owned Deliverable created solely by Laurier AI and used as authorized infringes that third party's Canadian copyright, patent, or trade secret. This obligation does not apply to claims arising from Customer Data, Customer specifications, Third-Party Services, combinations not supplied by Laurier AI, modifications not made by Laurier AI, or continued use after Laurier AI provides a non-infringing alternative.

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow the indemnifying party to control the defence and settlement. A settlement may not admit fault by or impose non-monetary obligations on the indemnified party without its consent.

16. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, ARISING FROM OR RELATED TO THE SERVICES, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE TO LAURIER AI UNDER THE APPLICABLE ORDER DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

The exclusions and cap above do not apply to: (a) Customer's payment obligations; (b) a party's fraud, wilful misconduct, or gross negligence; (c) Customer's breach of Section 6; (d) a party's infringement or misappropriation of the other party's intellectual-property rights; or (e) liability that cannot lawfully be excluded or limited. Liability for confidentiality, privacy, security, and indemnification obligations remains subject to any different cap or allocation stated in an Order or data processing addendum.

17. TERM, SUSPENSION, AND TERMINATION

These Terms begin when you first access the website or Services and continue while you use them. The term, renewal, and cancellation rules for paid Services are stated in the applicable Order.

Either party may terminate an Order for material breach if the breach is not cured within ten days after written notice for non-payment or thirty days after written notice for another curable breach. Either party may terminate immediately if the other party becomes insolvent, ceases business, or uses the Services in a way that creates an urgent legal or security risk.

Laurier AI may suspend affected Services where reasonably necessary because of overdue undisputed fees, a security incident, prohibited use, Customer's instruction, a provider suspension, or legal requirements. We will limit the suspension and provide notice where reasonably practicable.

On termination:

Sections that by their nature should survive termination will survive, including payment, confidentiality, intellectual property, disclaimers, indemnification, limitations of liability, dispute provisions, and miscellaneous terms.

18. WEBSITE USE

The public website and its content are provided for general information. Unless stated otherwise, Laurier AI owns or licenses the website's text, graphics, branding, design, software, and other content. You may view and use the website for lawful internal or personal business purposes, but may not reproduce, distribute, scrape, republish, or commercially exploit it without permission.

Links to third-party websites do not imply endorsement. Laurier AI is not responsible for third-party content, availability, security, or practices.

19. GOVERNING LAW AND DISPUTES

Before starting formal proceedings, each party will give written notice describing the dispute and will try in good faith for thirty days to resolve it through discussions between authorized representatives.

These Terms and each Order are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law rules. Subject to any mandatory law, the courts located in Ottawa, Ontario will have exclusive jurisdiction over disputes arising from these Terms or the Services.

Either party may seek urgent injunctive or equitable relief from a court with jurisdiction to protect confidential information, intellectual property, data, systems, or security.

20. CHANGES TO THESE TERMS

We may update these Terms from time to time. The updated version will be posted with a revised "Last updated" date. Material changes will apply prospectively, and we will provide additional notice where required. Changes to an active Order require agreement where the Order or applicable law says so.

21. MISCELLANEOUS

Neither party is liable for delay or failure caused by events beyond its reasonable control, except payment obligations.

The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, fiduciary, franchise, or agency relationship. Neither party may bind the other without written authority.

Customer may not assign an Order without Laurier AI's written consent, except as part of a merger, reorganization, or sale of substantially all of Customer's relevant business, provided the assignee agrees in writing to the applicable terms. Laurier AI may assign these Terms or an Order as part of a reorganization, financing, merger, acquisition, or sale of its business or assets.

Notices must be in writing and sent to the contact stated in the applicable Order or Section 22. Email is sufficient for ordinary notices. Notice of a legal claim, material breach, or termination must also be sent to the designated legal contact and is effective when receipt is confirmed.

Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions will continue. Headings are for convenience only. These Terms and the applicable Orders are the entire agreement concerning their subject matter and replace prior discussions or representations about that subject matter.

22. CONTACT

Questions and legal notices may be sent to: