Terms of Service

Agreement to these terms

These terms govern your use of stackplus.ca and any services you engage StackPlus Inc. ("StackPlus", "we", "our") to provide. By using this site or engaging us, you agree to them.

Where you sign a separate proposal, statement of work, or master services agreement with us, that document takes precedence over these terms wherever the two conflict.

Our services

We provide AI automation and AI agent development, workflow automation, web and mobile application development, custom software, and dedicated development teams. The specific scope, deliverables, timeline, and price for any engagement are set out in a written proposal or statement of work.

Information on this website is for general guidance. It is not a quote, a warranty of outcome, or professional advice for your particular circumstances.

Quotes, payment, and expenses

• Quotes are valid for 30 days unless stated otherwise, and assume the scope described at the time.
• Unless a statement of work says otherwise, invoices are payable within 15 days of the invoice date.
• Fixed-price projects are typically invoiced against milestones. Time and materials engagements are invoiced monthly in arrears. Dedicated team engagements are invoiced monthly in advance.
• Overdue amounts may accrue interest at 1.5% per month, and we may pause work on overdue accounts after giving notice.
• Third-party costs such as hosting, model API usage, licences, and app store fees are passed through at cost unless included in writing.
• Prices exclude applicable taxes, including GST and any Canadian provincial sales tax.

Your responsibilities

• Give us timely access to the people, systems, credentials, and content we need.
• Review deliverables and give consolidated feedback within agreed review windows.
• Make sure you have the right to give us any content, data, or third-party material you provide.
• Keep your own backups of production data and hold your own accounts with third-party providers where practical.

Delays caused by waiting on your input may shift timelines and, for fixed-price work, may affect cost.

Changes to scope

Either side can propose a change. Changes that affect effort, timeline, or price take effect once both sides agree in writing. Work outside an agreed scope is billed at our then-current rates.

Intellectual property

What you own

On full payment of all amounts due for an engagement, you own the custom deliverables we produce specifically for you, including the application source code and designs created under that engagement.

What we keep

We retain ownership of our pre-existing materials, internal libraries, tooling, know-how, and any general methods or techniques we use. Where those are embedded in your deliverables, we grant you a perpetual, worldwide, non-exclusive licence to use them as part of those deliverables.

Third-party components

Deliverables may include open-source or commercially licensed components owned by others and governed by their own licences.

Portfolio use

We may describe the work at a general level and show non-confidential visuals in our portfolio. Tell us in writing if you would prefer we did not, and we will not.

Confidentiality

Each side will protect the other's confidential information, use it only for the engagement, and not disclose it without permission. This does not cover information that is already public, independently developed, or required to be disclosed by law.

AI-specific terms

Where an engagement includes AI or machine learning components, you acknowledge that:

• Model outputs are probabilistic and can be wrong. Systems we build are designed with review steps and guardrails, but they are not a substitute for human judgement on consequential decisions.
• Third-party model providers set their own terms, availability, and pricing, which can change and are outside our control.
• You are responsible for the lawfulness of the data you supply for training, retrieval, or processing, and for obtaining any consents it requires.

Warranties and disclaimer

We will perform our services with reasonable skill and care, in a professional manner, consistent with industry standards. We will correct defects in deliverables reported within 30 days of delivery at no additional charge.

Beyond that, and to the maximum extent the law allows, the site and our services are provided without further warranties of any kind, express or implied, including implied warranties of merchantability or fitness for a particular purpose. We do not warrant that software will be uninterrupted or error free.

Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or business opportunity, even if advised such damages were possible.

Our total aggregate liability arising out of or relating to an engagement is limited to the fees you paid us for that engagement in the 12 months before the claim arose.

Nothing in these terms limits liability that cannot lawfully be limited, including for fraud, wilful misconduct, or death or personal injury caused by negligence.

Termination

• Either side may end an engagement with 30 days written notice.
• Either side may end it immediately if the other commits a material breach and fails to fix it within 15 days of written notice.
• On termination you pay for work performed and costs committed up to the termination date. We will hand over completed deliverables for which payment has been received.
• The sections on intellectual property, confidentiality, liability, and governing law survive termination.

Governing law

These terms are governed by the laws of the Province of Alberta and the federal laws of Canada that apply there, without regard to conflict of law rules. The courts of Alberta have exclusive jurisdiction, and both sides submit to that jurisdiction.

Before starting proceedings, both sides agree to attempt to resolve any dispute in good faith through discussion between senior representatives.

General

If any provision is found unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver of it. Neither side may assign these terms without the other's consent, except to a successor of substantially all its business. Neither side is liable for delays caused by events outside its reasonable control.

We may update these terms and will revise the date at the top. Continuing to use the site after a change means you accept the updated terms. Changes do not alter a signed statement of work.

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