Terms and Conditions

Terms and Conditions for Metadexia AI Consulting Services

Last Updated: June 11, 2025

1. Acceptance of Terms

By accessing or using the Metadexia AI Consulting Services website ("Website") and related services (collectively, "Services"), you agree to these Terms and Conditions ("Terms"). If you do not agree, please do not use our Services.

2. Definitions

"Client," "you," or "your" refers to any individual or entity using our Services.

"We," "us," or "our" refers to Metadexia AI Consulting Services and its affiliates.

"Deliverables" means any reports, analyses, software, or other materials provided by us to you under an order form or agreement.

3. Services and Engagement

3.1. Scope. We offer AI consulting, strategy development, system integration, training, and support services as detailed in individual proposals or order forms.

3.2. Order Forms. Each engagement is governed by an order form or proposal which outlines specific deliverables, fees, timelines, and payment terms.

4. Client Obligations

4.1. Cooperation. You agree to provide timely access to personnel, data, and systems as required for us to perform the Services.

4.2. Accurate Information. You represent and warrant that all information you provide is accurate and complete.

5. Fees and Payment

5.1. Fees. Fees for Services are set forth in the applicable order form. Unless otherwise specified, fees are in CAD and exclusive of taxes.

5.2. Payment Terms. Invoices are due within 30 days of receipt. Late payments incur interest at 1.5% per month or the maximum permitted by law.

5.3. Expenses. Client will reimburse reasonable pre-approved travel and other out-of-pocket expenses.

6. Intellectual Property

6.1. Pre-Existing IP. Each party retains all rights to its pre-existing intellectual property.

6.2. Deliverables. Upon full payment, we grant you a non-exclusive, perpetual license to use the Deliverables for your internal business purposes.

6.3. Our Tools. We retain ownership of methodologies, tools, frameworks, and software used or developed during the engagement.

7. Confidentiality

7.1. Definition. "Confidential Information" includes non-public information disclosed by either party.

7.2. Obligations. Each party agrees to protect Confidential Information and use it solely for the engagement.

7.3. Exclusions. Information that is public, independently developed, or required to be disclosed by law is excluded.

8. Warranties and Disclaimers

8.1. Limited Warranty. We warrant that Services will be performed in a professional manner.

8.2. Disclaimer. Except as expressly stated, all warranties (express, implied, statutory) are disclaimed, including merchantability and fitness for a particular purpose.

9. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, consequential, or punitive damages. Our aggregate liability for any claim shall not exceed the fees paid by you under the applicable order form.

10. Indemnification

You agree to indemnify and hold harmless Metadexia AI Consulting Services from any third-party claims arising from your breach of these Terms or misuse of the Services.

11. Term and Termination

11.1. Term. These Terms are effective until terminated.

11.2. Termination for Convenience. Either party may terminate upon 30 days’ notice.

11.3. Termination for Cause. Either party may terminate immediately for material breach if the breach is not cured within 15 days of notice.

11.4. Effects. Upon termination, you will pay for Services performed and expenses incurred through the termination date.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of Ontario, Canada. Any disputes will be resolved in the courts of Toronto, Ontario.

13. Changes to Terms

We may update these Terms from time to time. We will post the revised version with an updated "Last Updated" date. Continued use of the Services constitutes acceptance of the changes.

14. Severability

If any provision is deemed unenforceable, the remaining provisions will remain in full force and effect.

15. Entire Agreement

These Terms, together with any order forms or proposals, constitute the entire agreement between you and us regarding the Services.

16. Contact Information

If you have questions or concerns about these Terms, please contact us: [email protected].