Section 6 · Terms and Conditions
Terms of engagement
6.1 Term and termination
This SOW takes effect on the date of the last signature and continues until handover completion or termination. Either party may terminate for convenience with 30 days' written notice; the Client pays for all work completed and expenses incurred to the termination date, and the Consultant delivers all completed deliverables and account credentials. Either party may terminate immediately for material breach not cured within 15 days of written notice.
6.2 Fees, taxes and expenses
All professional fees are in Canadian dollars and exclusive of applicable taxes. Pre-approved reasonable expenses (travel to the Navin showroom or Winnipeg site, if required beyond two included visits) are billed at cost with receipts. No additional fees may be charged without a written change order signed by both parties.
6.3 Change orders
Any change to scope, deliverables, timeline or fees must be documented in a written change order stating the cost and schedule impact, and signed by both parties before the changed work begins. Verbal requests are not binding.
6.4 Intellectual property
Upon full payment, all deliverables created specifically for the Client, including the operations playbook, agent configurations, prompt libraries and dashboard templates, become the Client's property. The Consultant retains ownership of pre-existing methodologies, frameworks and generic templates, and grants the Client a perpetual, non-exclusive licence to use them as embedded in the deliverables. All Client accounts created with third-party vendors are owned by the Client from creation.
6.5 Confidentiality
The Consultant will hold all Client information, including customer data, pricing, financials and business practices, in strict confidence, use it solely to perform this SOW, and not disclose it to third parties except to vendor support personnel as strictly necessary for configuration, under equivalent confidentiality obligations. This obligation survives termination for three years.
6.6 Data protection and privacy
The Consultant will recommend tools that support Canadian privacy requirements, including PIPEDA, and will configure data retention to the minimum necessary. Personal customer information is processed on the Client's behalf and at the Client's direction. The Consultant does not act as a data processor of record; vendor data-processing agreements are contracted directly between the Client and each vendor. No payment card data will pass through any agent or tool configured under this SOW.
6.7 AI performance and disclaimer
AI agents may occasionally produce incorrect or incomplete output. All agents will be configured with human-in-the-loop review for customer-facing commitments, and the Client remains solely responsible for confirming pricing, timelines and contractual commitments to its customers. The Consultant is not liable for statements made by third-party AI tools after handover.
6.8 Warranties and remedy
The Consultant warrants that services will be performed in a professional and workmanlike manner consistent with industry standards, and will correct non-conforming work reported within 30 days of the relevant acceptance milestone at no charge. This is the Client's exclusive remedy for performance defects. Except as stated, all services and deliverables are provided "as is" without warranty of any outcome, revenue or business result.
6.9 Limitation of liability
To the maximum extent permitted by law, each party's aggregate liability under this SOW is limited to the total professional fees actually paid under it. Neither party is liable for indirect, incidental, consequential or punitive damages, or for lost profits or lost revenue, even if advised of the possibility. Revenue recovery figures of $180,000 to $300,000 are directional estimates based on stated assumptions and are not a guarantee or forecast.
6.10 Independent contractor
The Consultant is an independent contractor. Nothing in this SOW creates an employment, partnership or agency relationship. The Consultant is responsible for their own taxes, insurance and statutory remittances.
6.11 Force majeure
Neither party is liable for delays caused by events beyond reasonable control, including vendor outages affecting third-party AI tools, provided the affected party gives prompt notice and resumes performance as soon as practicable.
6.12 Governing law
This SOW is governed by the laws of the Province of Manitoba and the federal laws of Canada applicable therein. The parties attorn to the jurisdiction of the courts of Manitoba.
6.13 Entire agreement and amendment
This SOW, together with any executed change orders, constitutes the entire agreement between the parties regarding this engagement and supersedes all prior discussions. It may be amended only in writing signed by both parties.