Terms of Service

Last updated: May 2025 · Effective date: 1 May 2025 · Business Number: 782941536RC0001

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and IntelliVector ("Company," "we," "us," or "our"), a business operating in the Province of Ontario, Canada, with its principal place of business at 100 King Street West, Suite 5600, Toronto, ON M5X 1C9, Canada.

By accessing our website at intellivector.pro, submitting an enquiry, or engaging our professional services, you agree to be bound by these Terms. If you do not agree, you must not use our website or services. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation.

2. Services Description

IntelliVector provides professional consulting and implementation services in vector-semantic artificial intelligence, including but not limited to:

• Vector database architecture, setup, and optimisation
• Retrieval-augmented generation (RAG) pipeline design and deployment
• Semantic search engine implementation
• Document intelligence and embedding pipeline development
• Copilot and AI assistant integration
• Custom vector architecture consulting

Specific deliverables, timelines, and pricing are defined in individual Statements of Work ("SOW") or service agreements executed between IntelliVector and the Client. In the event of conflict between these Terms and a signed SOW, the SOW prevails for that engagement.

3. Website Use

You may use our website for lawful purposes only. You agree not to:

• Use the website in any way that violates applicable federal, provincial, or local laws
• Attempt to gain unauthorised access to our systems, servers, or networks
• Transmit malware, viruses, or other harmful code
• Scrape, crawl, or harvest content or data from the website without written permission
• Impersonate IntelliVector personnel or misrepresent your affiliation with any entity
• Submit false or misleading information through our contact forms

We reserve the right to restrict or terminate access to our website for violations of these Terms without notice.

4. Enquiries and Proposals

Information submitted through our contact form or other enquiry channels is used to assess your requirements and prepare consultation proposals. Submission of an enquiry does not create a binding contract. All project engagements require a signed SOW or service agreement specifying scope, deliverables, timeline, fees in Canadian dollars (CAD), and payment terms.

Pricing displayed on our website and catalogue represents indicative ranges and may vary based on project scope, complexity, and customisation requirements. Final pricing is confirmed in writing before work commences.

5. Intellectual Property

5.1 IntelliVector Property

All content on this website — including text, graphics, logos, images, software, methodologies, evaluation frameworks, and documentation templates — is the property of IntelliVector or its licensors and is protected by Canadian and international copyright, trademark, and intellectual property laws. You may not reproduce, distribute, modify, or create derivative works without our prior written consent.

5.2 Client Property

Client retains ownership of all data, documents, and pre-existing intellectual property provided to IntelliVector for project engagements. IntelliVector receives a limited licence to use Client materials solely for the purpose of delivering agreed services.

5.3 Deliverables

Upon full payment, Client receives ownership of custom deliverables specified in the SOW, excluding IntelliVector's pre-existing tools, frameworks, libraries, and general methodologies which remain IntelliVector property. IntelliVector grants Client a perpetual, non-exclusive licence to use such pre-existing components as incorporated into deliverables.

6. Confidentiality

Both parties agree to maintain the confidentiality of proprietary and sensitive information disclosed during engagements. IntelliVector treats all Client data processed during vector indexing, embedding, and RAG implementations as confidential. Confidentiality obligations survive termination of the service relationship for a period of five years, except for information that becomes publicly available through no fault of the receiving party or is required to be disclosed by law.

7. Data Protection and Privacy

IntelliVector processes personal information in accordance with our Privacy Policy and PIPEDA. For client engagements involving personal information, we implement data processing terms as specified in the SOW, including data residency requirements, access controls, and breach notification procedures compliant with Canadian privacy law.

8. Payment Terms

Unless otherwise specified in a SOW:

• All fees are quoted and invoiced in Canadian dollars (CAD)
• Invoices are due within 30 days of receipt unless alternative terms are agreed
• Late payments accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by Ontario law, whichever is lower
• Client is responsible for applicable federal and provincial taxes including HST/GST where applicable
• IntelliVector may suspend services for accounts more than 15 days overdue

9. Warranties and Disclaimers

IntelliVector warrants that services will be performed with reasonable skill and care consistent with industry standards for vector-semantic AI consulting. We do not warrant uninterrupted or error-free operation of implemented systems, as AI and retrieval performance depends on factors including data quality, infrastructure, and model behaviour beyond our control.

Our website and its content are provided "as is" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. Catalogue pricing, performance metrics, and case study results are illustrative and not guaranteed for future engagements.

10. Limitation of Liability

To the maximum extent permitted by applicable law, IntelliVector's total aggregate liability arising from or related to these Terms or any service engagement shall not exceed the fees paid by Client to IntelliVector for the specific engagement giving rise to the claim during the twelve months preceding the claim.

In no event shall IntelliVector be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business opportunity, or goodwill, regardless of the theory of liability and even if advised of the possibility of such damages.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under Ontario or Canadian law.

11. Indemnification

Client agrees to indemnify and hold harmless IntelliVector, its officers, directors, employees, and contractors from claims, damages, losses, and expenses (including reasonable legal fees) arising from: (a) Client's breach of these Terms; (b) Client's misuse of deliverables; (c) Client data that infringes third-party rights; or (d) Client's violation of applicable law.

12. Term and Termination

These Terms remain in effect while you use our website. Service engagements continue for the term specified in the applicable SOW. Either party may terminate a service engagement as specified in the SOW. Either party may terminate for material breach if the breaching party fails to cure within 30 days of written notice.

Upon termination, Client shall pay for all services rendered and expenses incurred through the termination date. Provisions relating to intellectual property, confidentiality, limitation of liability, and governing law survive termination.

13. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, pandemics, government actions, internet outages, cloud provider failures, or labour disputes. The affected party shall notify the other promptly and use reasonable efforts to mitigate the impact.

14. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any dispute arising from these Terms or our services shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario, located in the City of Toronto.

Before initiating legal proceedings, the parties agree to attempt resolution through good-faith negotiation for a period of 30 days. If negotiation fails, either party may pursue remedies in the Ontario courts.

15. Dispute Resolution

For service-related disputes under $100,000 CAD, the parties may agree to mediation administered by a mutually acceptable mediator in Toronto, Ontario, before proceeding to litigation. Mediation costs shall be shared equally unless otherwise agreed.

16. General Provisions

• Entire Agreement: These Terms, together with applicable SOWs and our Privacy Policy, constitute the entire agreement between the parties regarding website use and general service terms.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision does not constitute a waiver of that provision or any other provision.
• Assignment: Client may not assign these Terms without IntelliVector's written consent. IntelliVector may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Notices: Legal notices to IntelliVector must be sent to [email protected] and 100 King Street West, Suite 5600, Toronto, ON M5X 1C9, Canada.
• Language: These Terms are drafted in English. In the event of translation, the English version prevails.

17. Changes to Terms

IntelliVector may modify these Terms at any time by posting updated Terms on this page with a revised "Last updated" date. Material changes to Terms affecting active service engagements will be communicated to affected Clients. Continued use of our website after changes constitutes acceptance of the modified Terms.

18. Contact Information

For questions about these Terms, contact:

IntelliVector
100 King Street West, Suite 5600, Toronto, ON M5X 1C9, Canada
Email: [email protected]
Phone: +1 416 555 3847
Business Number: 782941536RC0001