Terms & Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("you" or "Client") and SysBuddies ("we," "us," or "our"), a company registered in British Columbia, Canada, operating from 128 West Pender St, Suite 400, Vancouver, BC V6B 1R8.

By accessing our website at sysbuddies.com or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, please do not use our website or services.

2. Services

SysBuddies provides AI consulting, automation, chatbot development, enterprise AI solutions, and related technology services ("Services"). The specific scope, deliverables, timelines, and fees for any engagement will be defined in a separate Statement of Work (SOW) or service agreement between you and SysBuddies.

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time. We will provide reasonable notice of any material changes that affect active client engagements.

3. Client Responsibilities

When engaging our Services, you agree to:

• Provide accurate, complete, and timely information, data, and materials necessary for the performance of the Services
• Ensure you have the legal right and authority to share any data or materials provided to us
• Designate an authorized point of contact for project communications
• Review and provide feedback on deliverables within the timelines specified in the SOW
• Comply with all applicable laws and regulations in connection with the use of our Services and any AI solutions deployed

4. Intellectual Property

4.1 Client Materials

You retain all ownership rights in any data, content, trade secrets, and proprietary materials you provide to us ("Client Materials"). You grant us a limited, non-exclusive licence to use, access, and process Client Materials solely for the purpose of performing the Services.

4.2 Deliverables

Unless otherwise specified in the SOW, upon full payment of all fees, we assign to you all intellectual property rights in custom deliverables created specifically for your engagement. This does not include our pre-existing tools, frameworks, libraries, or methodologies.

4.3 SysBuddies IP

We retain all rights, title, and interest in our proprietary tools, templates, methodologies, frameworks, and any general knowledge or skills developed during the engagement ("SysBuddies IP"). Where SysBuddies IP is incorporated into deliverables, we grant you a non-exclusive, perpetual, royalty-free licence to use such IP solely in connection with the deliverables.

4.4 Website Content

All content on our website, including text, graphics, logos, icons, images, code, and design, is the property of SysBuddies or its licensors and is protected by Canadian and international copyright, trademark, and intellectual property laws. You may not reproduce, distribute, or create derivative works from our website content without our prior written consent.

5. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party during the engagement ("Confidential Information"). Neither party will disclose Confidential Information to any third party without the other party's prior written consent, except as required by law or to authorized employees, contractors, or advisors who need to know the information and are bound by similar confidentiality obligations.

Confidentiality obligations survive the termination of any service agreement for a period of three (3) years.

6. Fees and Payment

Fees for our Services will be set out in the applicable SOW or service agreement. Unless otherwise agreed:

• Invoices are payable within thirty (30) days of the invoice date
• Late payments are subject to interest at a rate of 1.5% per month (18% per annum), or the maximum rate permitted by law, whichever is lower
• All fees are quoted in Canadian dollars (CAD) unless otherwise stated
• Applicable taxes (including GST/PST) will be added to all invoices

We reserve the right to suspend Services if payment is more than thirty (30) days overdue.

7. Warranties and Disclaimers

We will perform the Services with reasonable care, skill, and diligence in accordance with generally accepted industry standards.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, OUR SERVICES AND WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that AI solutions will produce specific results, achieve particular accuracy levels, or be free of errors. AI technologies are inherently probabilistic, and outputs may vary. Clients are responsible for validating AI-generated outputs before making business decisions based on them.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SYSBUDDIES, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

Our total aggregate liability for any claims arising out of or related to these Terms or the Services shall not exceed the total fees paid by you to SysBuddies in the twelve (12) months preceding the claim.

9. Indemnification

You agree to indemnify, defend, and hold harmless SysBuddies and its directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of our Services or website
• Your breach of these Terms
• Your violation of any applicable law or the rights of any third party
• Any data or materials you provide to us that infringe upon the rights of others

10. Termination

Either party may terminate a service engagement by providing thirty (30) days' written notice to the other party, unless otherwise specified in the SOW.

We may terminate or suspend your access to our website or Services immediately, without prior notice, if:

• You breach any provision of these Terms
• Payment is materially overdue
• Continued performance would violate applicable law or regulation

Upon termination, you will pay for all Services rendered up to the date of termination. Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, and governing law shall survive termination.

11. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute arising out of or in connection with these Terms shall first be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved within thirty (30) days, either party may submit the dispute to binding arbitration administered in Vancouver, British Columbia, in accordance with the rules of the British Columbia International Commercial Arbitration Centre (BCICAC), or pursue resolution in the courts of British Columbia, which shall have exclusive jurisdiction.

12. Acceptable Use of Website

You agree not to use our website to:

• Violate any applicable local, provincial, national, or international law
• Transmit any malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to our systems or networks
• Scrape, crawl, or use automated tools to extract content from our website without our consent
• Interfere with or disrupt the integrity or performance of our website

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, government actions, power failures, internet outages, or third-party service disruptions.

14. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

15. Entire Agreement

These Terms, together with any applicable SOW, service agreement, and our Privacy Policy, constitute the entire agreement between you and SysBuddies with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings.

16. Changes to These Terms

We reserve the right to update or modify these Terms at any time. The revised Terms will be posted on this page with an updated "Last updated" date. Your continued use of our website or Services after any changes constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.

17. Contact Us

If you have any questions about these Terms and Conditions, please contact us: