Terms of Service

1. Scope of Services

Velocity Alpha provides professional services in artificial intelligence and machine learning solutions. Services are defined in individual Statements of Work (SOWs) signed by both parties.

• Company performs services in a professional manner according to industry standards
• Individual SOWs define specific deliverables and requirements
• Company may engage qualified subcontractors when appropriate
• Customer acknowledges the experimental nature of certain AI/ML research services

2. Payment Terms

Payment terms are specified in individual service agreements:

• Invoices are typically due within 14 days of receipt
• Late payments may incur interest at 10% per annum compounded monthly
• Services may be suspended for unpaid invoices over 30 days past due
• Customer is responsible for applicable sales taxes (HST/GST)
• Payments accepted in Canadian or U.S. dollars as specified

3. Term and Termination

Typical terms for client engagements:

• Service agreements typically run for one (1) year from effective date
• Either party may terminate for convenience with 30 days' written notice
• Either party may terminate for material breach with 15 days to cure
• Customer pays for completed work upon termination

4. Intellectual Property

Intellectual property ownership is clearly defined:

• Company Pre-Existing IP: Velocity Alpha retains ownership of methodologies, frameworks, and tools developed prior to engagement
• Work Product: Upon final payment, specific deliverables are typically assigned to the client
• Client Materials: Customer retains ownership of their proprietary data and information
• License to Pre-Existing IP: Client receives perpetual, royalty-free license to use Company IP embedded in deliverables

5. Confidentiality

Strong confidentiality protections are standard:

• Both parties protect confidential information with reasonable care
• Confidentiality obligations survive agreement termination for 2 years
• Trade secrets remain confidential in perpetuity
• All client materials returned or destroyed upon agreement termination

6. Warranties and Liability

Key warranty and liability provisions:

• Services performed in professional, workmanlike manner according to industry standards
• Company defends against third-party IP infringement claims for work product
• Liability typically limited to fees paid under the specific statement of work
• Mutual indemnification for gross negligence or willful misconduct
• No liability for consequential, indirect, or incidental damages

7. Non-Solicitation

During the engagement and for one year after termination, neither party will solicit the other party's employees for employment. This protects both parties' business interests and team stability.

8. Dispute Resolution

Structured approach to resolving disputes:

• Good-faith negotiations between authorized representatives
• Formal mediation in Toronto, Ontario if negotiations fail
• Binding arbitration in Toronto under Ontario Arbitration Act if mediation unsuccessful

9. Governing Law

Service agreements are governed by the laws of the Province of Ontario and federal laws of Canada, without regard to conflict of law principles.

10. Contact Information

If you have any questions about these Terms of Service, please contact us: