Consulting terms of service

Effective date: 23 February 2026

Last updated: 23 February 2026

These terms govern all consulting engagements between siasola Inc. (“we”, “us”, “Consultant”) and you (“Client”), including AI automation strategy, custom agent development, and workflow automation projects. By engaging our consulting services, you agree to these terms. If you do not agree, do not engage our services. Where these terms conflict with our general terms of use, these consulting terms prevail for consulting engagements.

1. Scope of work

Every engagement is governed by a written scope of work (“SOW”) that defines deliverables, timelines, acceptance criteria, and fees. No work outside the agreed SOW will be performed without your prior written approval.

If project requirements change, we will prepare an amended SOW for your written approval before proceeding. Additional work requested verbally or by email does not bind either party until documented in a signed SOW amendment.

All timelines in the SOW are estimates. We will use commercially reasonable efforts to meet them, but delays caused by your late provision of information, access, or approvals do not constitute a breach by us. We are not liable for delays resulting from your actions or omissions.

siasola is not obligated to accept any engagement. These terms apply only when both parties have agreed to a signed SOW.

Acceptance of deliverables

Upon delivery of each phase or milestone, you have ten (10) business days to review the deliverables and notify us in writing of any material deficiencies (items that do not conform to the acceptance criteria in the SOW). We will correct confirmed deficiencies within a reasonable time at no additional cost. If you do not provide written notice of deficiencies within the ten (10) business day review period, the deliverables are deemed accepted.

Acceptance applies to conformance with the SOW. It does not waive any rights under the warranty, liability, or indemnification sections of these terms. Requests for changes beyond the original SOW acceptance criteria are treated as new scope and subject to a SOW amendment.

2. Billing and payment

Fees and payment schedule are specified in the SOW. Engagements may be billed at agreed rates (hourly, project-based, or retainer) as set out in the SOW.

Deposits and milestones

For project-based engagements, a deposit of fifty percent (50%) of the phase fee is due before work begins on that phase. The remaining fifty percent (50%) is due upon delivery of that phase, payable within ten (10) days of the invoice date. We are not obligated to begin work on any phase until the corresponding deposit has been received.

Late payments

Late payments accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, calculated from the invoice due date. If any payment is overdue by more than thirty (30) days, we may suspend all work until the account is current, without liability for any resulting delays or missed deadlines.

Taxes

You are responsible for all applicable taxes on the fees. Our quoted fees do not include sales tax, GST, QST, or any other tax.

Third-party costs

Where we purchase software, subscriptions, hosting, or other third-party services on your behalf, all costs are billed at purchase price plus a fifteen percent (15%) administrative fee to cover procurement, cash flow, credit risk, and account management. Receipts or proof of purchase are provided with each invoice. Each third-party cost requires your prior written approval (email is sufficient).

One-time purchases

For one-time purchases (software licences, special server rentals, setup fees), the total outstanding amount we will advance at any time shall not exceed $1,000 CAD unless a higher limit is agreed in writing. One-time costs are invoiced at the time of purchase and payable within ten (10) days of the invoice date.

Recurring costs

For recurring third-party costs (monthly hosting, cloud storage, ongoing SaaS subscriptions), you must maintain a prepaid float sufficient to cover the next billing cycle. The required float amount is agreed in writing before we begin managing recurring services on your behalf. We will notify you when the float falls below the required amount. If the float is not replenished within ten (10) days of notice, the outstanding amount accrues interest at the same rate as project fees (1.5% per month) and we may cancel the affected services without liability for any resulting service interruption.

General rules for all third-party costs

Late reimbursements accrue interest at the same rate as project fees (1.5% per month). If any invoice for third-party costs or project fees is overdue, we may immediately stop advancing further costs on your behalf, without liability.

Accounts for third-party services should be created in your name wherever possible. Where an account is created in our name on your behalf, we will transfer it to you upon request or at the end of the engagement, provided all amounts owing are paid in full. If amounts remain unpaid for more than thirty (30) days, we may cancel any third-party subscriptions held in our name on your behalf, without liability for any resulting service interruption.

3. Intellectual property

Background IP (ours)

siasola retains all right, title, and interest in its pre-existing intellectual property, including frameworks, tools, prompt templates, integration connectors, deployment scripts, methodologies, and any other materials that existed before the engagement or were developed independently of the engagement (“Background IP”). The SOW will identify Background IP used in your project.

Upon full payment, we grant you a perpetual, irrevocable, royalty-free, non-exclusive licence to use, copy, and modify the Background IP solely as embedded in or necessary to operate your deliverables. You may authorise a third party to maintain or modify your deliverables under this licence. You may not extract, resell, or sublicence the Background IP separately from your deliverables.

Foreground IP (yours)

Upon full payment, we hereby assign to you all right, title, and interest in custom work product created exclusively for your engagement (“Foreground IP”), including your specific workflow configurations, custom prompts tailored to your business, data pipelines, and project-specific documentation. This assignment includes all copyright and other intellectual property rights, to the extent assignable under applicable law.

We waive all moral rights in the Foreground IP to the maximum extent permitted by applicable law, including the Copyright Act (Canada).

You grant us a non-exclusive, royalty-free licence to use patterns and techniques from the Foreground IP for internal improvement of our tools and methodologies. We will not disclose your specific configurations, business logic, or confidential information to any third party under this licence.

Third-party components

Deliverables may incorporate open-source software and third-party services (including AI APIs). These components are governed by their respective licences and terms. We do not assign or warrant ownership of any third-party component. The SOW will identify material third-party dependencies.

4. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party during the engagement (“Confidential Information”). Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the disclosing party’s Confidential Information.

Each party may disclose Confidential Information to the extent required by applicable law or a court order, provided the disclosing party is given prompt written notice (where legally permitted) and reasonable opportunity to seek a protective order.

Confidentiality obligations survive termination of the engagement for a period of three (3) years, except for trade secrets, which remain confidential indefinitely.

If you require a formal non-disclosure agreement, we will sign one before the engagement begins.

5. Data processing and AI services

Our consulting work may involve processing your data through third-party AI services. By engaging our services, you acknowledge and accept the inherent risks of using AI technologies, including the possibility that data may be processed by third-party systems outside of our direct control.

We use commercially reasonable efforts to select AI service providers whose published terms do not permit the use of customer input data for model training. However, we do not guarantee the terms, behaviour, security, or availability of any third-party AI provider. We are not liable for any act, omission, data breach, or policy change by a third-party provider.

We use commercially reasonable efforts to avoid uploading identifiable client data to consumer-tier AI tools. If your business is subject to specific regulatory requirements (including but not limited to HIPAA, PIPEDA, or industry-specific data handling obligations), it is your responsibility to inform us in writing before the engagement begins. We will use commercially reasonable efforts to accommodate such requirements, but we do not guarantee compliance with regulations specific to your industry.

AI-generated outputs may contain errors, inaccuracies, or biases. You are solely responsible for reviewing, validating, and approving all deliverables before deploying them in your business. We make no warranty regarding the accuracy, completeness, suitability, or fitness for purpose of AI-generated content. Any reliance on AI-generated outputs is at your own risk.

Upon your written request after the engagement ends, we will delete your business data in our possession within thirty (30) days, except for data we are required to retain by applicable law or that we reasonably need to retain for the protection of our legal rights.

6. Disclaimer

Our consulting services are provided “as is” without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not guarantee specific business outcomes, revenue increases, cost savings, or performance improvements. Any projections, estimates, or examples shared during the engagement are for illustration only and do not constitute a warranty or guarantee.

You are solely responsible for decisions made based on our recommendations. We are not liable for the consequences of implementing our recommendations in your business.

7. Limitation of liability

To the maximum extent permitted by applicable law, siasola Inc., its directors, officers, and employees shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from or related to the engagement, including but not limited to loss of data, loss of profits, loss of revenue, business interruption, or cost of replacement services, regardless of the theory of liability (contract, tort, strict liability, or otherwise) and whether or not we were advised of the possibility of such damages.

Our total aggregate liability for all claims arising from or related to an engagement shall not exceed the total fees actually paid by you to siasola under the specific SOW giving rise to the claim. For clarity: if a claim arises from a $10,000 engagement, our maximum liability is $10,000, regardless of the total value of other engagements between the parties.

This limitation applies to the fullest extent permitted by applicable law, regardless of the number of claims, the theory of liability, or whether the claim is brought in contract, tort, or otherwise. Nothing in these terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability arising from intentional or gross fault (faute intentionnelle ou faute lourde) under the Civil Code of Québec.

8. Indemnification

You agree to indemnify, defend, and hold harmless siasola Inc., its directors, officers, and employees from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from or related to: (a) your use or deployment of the deliverables; (b) your violation of applicable law or the rights of any third party; (c) data you provide to us during the engagement; or (d) your breach of these terms.

9. Termination

The Client may terminate an engagement with thirty (30) days written notice. siasola may terminate an engagement with fourteen (14) days written notice. Upon termination, you receive all completed deliverables and work in progress for which payment has been made. At minimum, you owe the full deposit (50%) for the current phase, regardless of how much work has been completed. If work completed through the termination date exceeds the deposit amount, you are billed for the additional work at the rates specified in the SOW, plus any pre-approved third-party costs.

Either party may terminate immediately upon written notice if the other party materially breaches these terms and fails to cure the breach within fourteen (14) days of receiving written notice of the breach.

Sections that by their nature should survive termination (including intellectual property, confidentiality, disclaimer, limitation of liability, indemnification, dispute resolution, governing law, and general provisions) will continue in full force and effect.

10. Dissolution

In the event that siasola Inc. ceases operations, winds down, or enters insolvency proceedings, all Background IP licences granted under these terms automatically convert to full, irrevocable, royalty-free ownership transfers to the Client. This clause is intended to protect your ability to continue using and maintaining the deliverables.

11. Force majeure

Neither party is liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to natural disasters, power outages, internet service disruptions, government actions, pandemics, labour disputes, or failures of third-party service providers. The affected party will notify the other party promptly and fulfil its obligations as soon as reasonably practicable.

12. Dispute resolution

Step 1: informal resolution

If a dispute arises, the parties will first attempt to resolve it informally by contacting us through our contact page. The parties will use good faith efforts to resolve the matter within thirty (30) days.

Step 2: mediation

If the dispute is not resolved informally, either party may refer it to mediation administered by a mutually agreed mediator in Montréal, Quebec, before commencing any court proceedings. Each party bears its own costs of attending mediation unless the parties agree otherwise. The mediation process must be completed within sixty (60) days of referral, unless both parties agree to extend.

Step 3: courts

If mediation does not resolve the dispute, either party may bring proceedings in the courts of the judicial district of Montréal, Quebec, which shall have exclusive jurisdiction.

13. Governing law

These terms are governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles.

14. General provisions

Entire agreement

These terms, together with the applicable SOW and any signed NDA, constitute the entire agreement between you and siasola Inc. regarding the consulting engagement. All prior or contemporaneous communications, proposals, and representations (whether oral, written, or published on this website, including blog posts, FAQ answers, and marketing materials) are superseded by these terms.

Non-solicitation

During the engagement and for twelve (12) months after its termination, neither party shall directly or indirectly solicit, recruit, or hire any employee, contractor, or subcontractor of the other party who was involved in the engagement, without the other party’s prior written consent. This restriction does not apply to individuals who respond to general public job postings not specifically targeted at the other party’s personnel.

Independent contractor

siasola performs services as an independent contractor. Nothing in these terms creates an employment, partnership, joint venture, or agency relationship between the parties. Neither party has authority to bind the other or incur obligations on the other’s behalf.

Severability

If any provision of these terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

No waiver

The failure of either party to enforce any right or provision of these terms does not constitute a waiver of that right or provision. Any waiver must be in writing.

Assignment

You may not assign or transfer your rights or obligations under these terms without our prior written consent. siasola Inc. may assign these terms, in whole or in part, to any successor entity in connection with a merger, acquisition, reorganisation, or sale of assets, without your consent. Existing licences granted under Section 3 survive any such assignment.

Electronic communications

You agree that all agreements, notices, and other communications provided electronically (including email) satisfy any legal requirement that such communications be in writing.

Changes to these terms

We may update these terms from time to time. When we make changes, we will update the “Last updated” date at the top of this page. Changes do not apply retroactively to engagements already in progress under a signed SOW.

15. Contact

For questions about these terms, contact us.

For general terms of use, see our terms of use. For our privacy practices, see our privacy policy.

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