Terms of Service

These Terms of Service ("Agreement") are entered into by and between Libra Technologies Inc. ("Company," "we," "us," or "our") and you or the entity you represent ("Client," "you," or "your"). By engaging our consulting and technology services, you agree to be bound by these terms.

1. Service Description

Libra Technologies provides AI and technology consulting services, including but not limited to:

  • Strategic advisory and technology roadmapping
  • AI system design and implementation
  • Workflow automation and process optimization
  • Data platform and integration development
  • Custom software development and deployment
  • Technical architecture and system design
  • Ongoing support and system maintenance

Services are provided on a project or retainer basis as specified in your Statement of Work ("SOW") or engagement agreement.

2. Engagement and Eligibility

You represent and warrant that you are at least 18 years old and have the legal authority to enter into this Agreement. If you are engaging our services on behalf of a business entity, you further represent that you have authority to bind that entity to these terms.

Each engagement begins with a scoping discussion and is formalized through a Statement of Work that outlines deliverables, timelines, and fees. You agree to provide accurate, complete, and timely information necessary for us to perform the services.

3. Scope of Services

3.1 Deliverables

Company will provide the services and deliverables specified in your SOW. Any changes to scope, timeline, or deliverables require written agreement from both parties and may result in adjusted fees.

3.2 Client Responsibilities

You agree to:

  • Provide timely access to necessary systems, data, and personnel
  • Respond to requests for information and feedback within agreed timeframes
  • Designate a primary point of contact for the engagement
  • Review and approve deliverables in a timely manner
  • Ensure compliance with all applicable laws and regulations
  • Maintain appropriate backups of your systems and data

3.3 Prohibited Activities

You may not use our services for:

  • Any illegal, fraudulent, or harmful purposes
  • Activities that violate third-party rights or applicable laws
  • Developing competing services or products without consent
  • Harassment, discrimination, or any form of abuse
  • Deceptive or misleading business practices

4. Fees and Payment

4.1 Pricing Model

Services are priced based on project scope, complexity, and timeline. Pricing structures include:

  • Fixed-price projects: Total fee specified in SOW, typically paid in milestones
  • Time and materials: Hourly or daily rates with estimated budget caps
  • Retainer agreements: Monthly fee for ongoing advisory and support services

4.2 Payment Terms

  • Invoices are due within 15 days of issuance unless otherwise specified
  • Fixed-price projects typically require a deposit (25-50%) before work begins
  • Payment must be made via wire transfer, ACH, or other methods specified by Company
  • All fees are exclusive of applicable taxes, which you are responsible for

4.3 Late Payment

If payment is not received within 15 days of the due date, Company may suspend work until payment is made. Late payments may incur interest at 1.5% per month or the maximum allowed by law, whichever is less.

4.4 Expenses

Unless otherwise specified, reasonable expenses (travel, software licenses, third-party services) will be billed separately with prior approval.

5. Data and Privacy

5.1 Client Data

You retain all rights to your business data, systems, and information. Company uses this data solely to provide the agreed services in accordance with our Privacy Policy.

5.2 Data Security

Company implements industry-standard security measures to protect your data. However, no security system is impenetrable. You acknowledge that data transmission and storage carries inherent risks.

5.3 Compliance

You represent that you have obtained all necessary consents and rights to provide data to Company. You are responsible for compliance with applicable privacy laws, including GDPR, CCPA, and industry-specific regulations.

6. Intellectual Property

6.1 Work Product Ownership

Upon full payment, you own all custom deliverables created specifically for you under the engagement ("Work Product"). This includes custom code, documentation, designs, and reports developed exclusively for your project.

6.2 Company IP

Company retains ownership of all pre-existing intellectual property, methodologies, frameworks, tools, and general knowledge. You receive a license to use Company's tools and frameworks as necessary for the delivered solution.

6.3 Third-Party Components

Solutions may incorporate open-source or third-party software subject to their respective licenses. Company will identify such components and ensure compliance with applicable licenses.

6.4 Portfolio Rights

Company may reference the engagement in marketing materials and case studies, subject to your approval. Confidential details will not be disclosed without consent.

7. Warranties and Disclaimers

7.1 Professional Standards

Company warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Deliverables will substantially conform to specifications in the SOW.

7.2 No Other Warranties

EXCEPT AS EXPRESSLY PROVIDED ABOVE, SERVICES ARE PROVIDED "AS IS." COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.3 No Guarantee of Results

Company does not guarantee specific business outcomes, ROI, cost savings, or revenue increases. Results depend on many factors outside Company's control, including implementation, adoption, and market conditions.

7.4 Third-Party Systems

Company is not responsible for the functionality, security, or availability of third-party systems, APIs, or platforms that integrate with delivered solutions.

8. Limitation of Liability

8.1 Excluded Damages

IN NO EVENT SHALL COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Liability Cap

EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS, COMPANY'S TOTAL LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES YOU PAID TO COMPANY FOR THE SPECIFIC ENGAGEMENT GIVING RISE TO THE CLAIM.

8.3 Essential Term

YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS ESSENTIAL TO THE PRICING AND AVAILABILITY OF THE SERVICES.

9. Indemnification

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from any claims, damages, or costs (including reasonable attorneys' fees) arising from:

  • Your use of deliverables in violation of this Agreement or applicable law
  • Your data, content, or business practices
  • Your integration or modification of delivered solutions
  • Infringement of third-party rights by your content or use
  • Your failure to comply with applicable laws or regulations

10. Term and Termination

10.1 Project Term

Each engagement begins on the effective date specified in the SOW and continues until deliverables are completed and accepted, or the agreement is terminated.

10.2 Termination by Client

You may terminate an engagement by providing 15 days' written notice. You will be responsible for payment of all work completed through the termination date, plus any non-cancellable commitments.

10.3 Termination by Company

Company may terminate this Agreement immediately if you violate any material term, fail to make timely payments, or engage in unlawful conduct. Company may also terminate for convenience with 30 days' notice.

10.4 Effects of Termination

Upon termination, you will receive all completed work product upon payment of outstanding fees. Company will return or destroy your confidential information as requested.

11. Confidentiality

Each party agrees to maintain the confidentiality of the other's proprietary information, including business strategies, technical designs, financial information, and customer data. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law. Confidentiality obligations survive termination for 3 years.

12. Warranty Period and Support

12.1 Warranty Period

Company provides a 30-day warranty on delivered work product from the date of final acceptance. During this period, Company will correct defects or errors at no additional charge.

12.2 Ongoing Support

Post-warranty support and maintenance are available under separate agreement. Support terms, response times, and fees will be specified in a support agreement or retainer.

13. Governing Law and Dispute Resolution

13.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the Province of Alberta, Canada, without regard to its conflict of law principles.

13.2 Dispute Resolution

Before pursuing legal action, the parties agree to attempt to resolve disputes through good-faith negotiation for 30 days. If unresolved, either party may pursue mediation or litigation.

14. General Provisions

14.1 Entire Agreement

This Agreement, together with any SOW, constitutes the entire agreement between you and Company regarding the services and supersedes all prior agreements and understandings.

14.2 Amendments

Amendments to this Agreement must be in writing and signed by both parties. Changes to an SOW require mutual written consent.

14.3 Severability

If any provision is found invalid, the remaining provisions will continue in effect.

14.4 Waiver

Company's failure to enforce any provision does not constitute a waiver of that provision.

14.5 Assignment

You may not assign this Agreement without Company's consent. Company may assign its rights without restriction.

14.6 Independent Contractor

Company is an independent contractor, not an employee or agent of Client. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.

14.7 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions.

15. Contact Information

For questions about these Terms of Service, please Contact Us.

By engaging Libra Technologies' services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

Effective Date: October 23, 2025