STANDARD TERMS AND CONDITIONS OF SALE
SYSTEMshift AI Strategy Inc.
Last Updated: MARCH 3, 2026
1. Application and Acceptance
These Standard Terms and Conditions of Sale ("Terms") govern all proposals, quotations, website purchases, deposits, invoices, subscriptions, advisory services, implementations, integrations, and deliverables provided by SYSTEMshift AI Strategy Inc. ("SYSTEMshift").
- By purchasing services through the website, accepting a quotation, signing an agreement, or remitting payment, the Client agrees to be bound by these Terms.
- The Client expressly waives its own standard terms and conditions, even if drafted after these Terms. Any deviation from these Terms must be expressly agreed to in writing and signed by an authorized representative of SYSTEMshift.
2. Nature of Services
SYSTEMshift provides professional services including, but not limited to:
AI voice and chat system design and implementation
Workflow and process automation
AI strategy and advisory services
UX and service design consulting
Integration with third-party platforms (CRM, ERP, scheduling, telephony, hosting, etc.)
Unless explicitly stated otherwise in writing, all services are provided on a professional best-efforts basis and constitute obligations of means, not obligations of result.
3. Website Purchases and Base Implementation Payments
- Structured discovery and requirements analysis
- Workflow and integration review
- Initial system architecture planning
- Complexity confirmation
- Project scheduling priority
A written scope summary
A formal complexity classification
A finalized quotation reflecting total implementation cost
An estimated implementation timeline
Do not constitute fixed-price offers
Do not represent binding quotations
Do not guarantee delivery of a defined scope at the lower bound of the range
Do not create automatic entitlement to a predefined implementation structure
Integration depth
Workflow complexity
Routing and escalation logic
Compliance and consent requirements
Documentation expectations
Revision cycles
Third-party system constraints
Timeline requirements
Interest may be charged at 10% per annum on the outstanding balance.
SYSTEMshift may suspend services without prior notice.
Deliverables may be withheld until payment is received in full.
Produce probabilistic outputs
May generate errors or unexpected responses
Depend on third-party infrastructure
Require ongoing human oversight and refinement
Where services are offered for purchase through the website at a listed price (including references to "Low", "Medium", or "High" complexity tiers), the amount paid at checkout constitutes a base implementation deposit aligned with the selected tier.
The base payment secures:
The listed amount represents the minimum entry point for the selected tier and does not constitute a fixed-price package unless expressly confirmed in writing following discovery.
Following discovery, SYSTEMshift will provide:
No development work shall commence without the Client’s explicit written approval of the finalized scope and total investment.
If confirmed requirements exceed the assumptions of the selected tier, a revised quotation will be issued prior to implementation.
If the Client elects not to proceed after discovery has commenced, the base implementation payment remains non-refundable.
4. Informational Pricing Ranges and Tier Descriptions
Any references to pricing ranges (e.g., "Typical Investment: 1,500–3,000 CAD") or tier descriptions are provided for informational purposes only.
Such references:
All services are custom-scoped. Final pricing depends on factors including but not limited to:
In the event of any discrepancy between marketing materials and a formal written quotation, the written quotation shall prevail.
5. Payment Terms
5.1 Deposits and Milestones
SYSTEMshift may require deposits, milestone payments, or staged billing as specified in a quotation.
Website payments are due immediately at checkout.
Invoice payments are due within twenty-one (21) calendar days of the invoice date unless otherwise specified.
5.2 Late Payment
In the event of late payment:
5.3 Collections
If payment remains outstanding more than sixty (60) days after the due date, SYSTEMshift reserves the right to engage a debt recovery agency or legal counsel. All associated collection costs and legal fees shall be payable by the Client.
6. Taxes and Withholding
All prices are exclusive of applicable taxes unless explicitly stated otherwise.
If local legislation requires withholding at source, the Client is solely responsible for remitting such amounts to the relevant tax authority. The full invoiced amount remains payable to SYSTEMshift.
SYSTEMshift shall not absorb or become liable for foreign withholding obligations or related legislative costs.
7. AI and Automation Disclaimer
The Client acknowledges that AI and automation systems:
SYSTEMshift does not guarantee uninterrupted performance, error-free outputs, regulatory compliance under future legal changes, or specific business results.
Downtime or outages of third-party systems
Policy or pricing changes by third-party providers
Security incidents originating from third-party platforms
API or platform changes impacting integrations
Provide accurate and complete information
Grant timely system access
Designate a responsible project contact
Review deliverables within agreed timeframes
Maintain necessary licenses for third-party software
SYSTEMshift’s total aggregate liability shall not exceed the total fees paid for the specific service giving rise to the claim.
SYSTEMshift shall not be liable for indirect, incidental, consequential, or special damages, including loss of profit, loss of data, or business interruption.
SYSTEMshift shall not be required to appear as a third party in claims brought against the Client by end users or consumers.
Payment is overdue
The Client materially breaches these Terms
Required cooperation is withheld
The Client remains responsible for operational oversight, regulatory compliance, and human review where appropriate.
8. Third-Party Platforms
SYSTEMshift may rely on or integrate third-party services and platforms. SYSTEMshift is not responsible for:
Use of third-party platforms remains subject to their respective terms.
9. Client Responsibilities
The Client agrees to:
Delays caused by the Client may result in timeline adjustments and additional fees.
10. Intellectual Property
SYSTEMshift retains ownership of its proprietary methodologies, frameworks, automation structures, prompt libraries, reusable components, and system architecture designs.
Upon full payment of agreed fees, the Client receives a non-exclusive license to use delivered materials for internal business purposes only.
Resale, redistribution, or replication for commercial purposes requires prior written authorization.
11. Confidentiality
Both parties agree to maintain confidentiality regarding proprietary, technical, commercial, and financial information disclosed during the engagement.
Confidentiality obligations survive termination of the agreement.
12. Limitation of Liability
To the fullest extent permitted under applicable Canadian law:
13. Claims
Any claim relating to delivered services must be submitted in writing within eight (8) days of completion of the relevant services.
Failure to notify within this period constitutes acceptance of the services as delivered.
14. Termination
SYSTEMshift may suspend or terminate services if:
Completed work and incurred costs remain payable.
15. Force Majeure
SYSTEMshift shall not be liable for delays or failure to perform resulting from events beyond its reasonable control, including natural disasters, government restrictions, internet outages, labor disruptions, or platform failures.
16. Governing Law and Jurisdiction
These Terms shall be governed exclusively by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
Any dispute arising from these Terms shall be subject to the exclusive jurisdiction of the courts of Ontario, Canada.
SYSTEMshift AI Strategy Inc.
Ontario, Canada