01Who these terms apply to
These Terms of Service ("Terms") apply to anyone who browses aistrategists.ca or enters into a services engagement with AI Strategists ("we," "us," or "our"), a business operating from Calgary, Alberta, Canada.
When you sign a Statement of Work (SOW), Master Services Agreement (MSA), or any other engagement document with us, these Terms are incorporated by reference unless your agreement expressly overrides a specific clause. In any conflict, the signed agreement controls.
02Our services
We provide applied-AI advisory and implementation services, including:
- AI Assistants — human-in-the-loop AI tools that help your team work faster (email agents, document processors, meeting summarizers, etc.).
- AI-Built Applications — custom software specified, generated, and tested with AI, then deployed to run independently in your environment.
- AI Workflows — automations that connect the business tools you already use.
- Advisory & Governance — AI readiness assessments, ISO 42001-aligned governance program design, and fractional AI leadership.
The exact scope, deliverables, timelines, and acceptance criteria for every engagement are defined in a signed SOW. We do not begin paid work without one.
03Engagement structure
Our standard model is a three-phase lifecycle:
- Assess — a two-week fixed-fee workshop producing a written roadmap. You own the roadmap whether you hire us for implementation or not.
- Build — scoped implementation work delivered in six-week increments. You accept deliverables in writing at the end of each increment.
- Operate — optional monthly retainer for monitoring, tuning, and continuous improvement, terminable on 30 days' notice.
Custom structures are available on request and will be documented in your SOW.
04Fees and payment
- Fixed-fee work (Assess, Build increments) is invoiced 50% on signature and 50% on written acceptance of the deliverable.
- Retainer work (Operate) is invoiced monthly in advance.
- Expenses (third-party subscriptions, model usage, travel beyond Calgary) are passed through at cost with prior written approval.
- Payment terms are net 15 days from invoice date. Overdue amounts accrue interest at 1.5% per month (18% per year) to the extent permitted by law.
- All fees are in Canadian dollars and exclude applicable taxes (GST/HST) unless stated otherwise.
05Intellectual property
Your pre-existing IP stays yours
Anything you bring into the engagement — data, documents, designs, existing code, trademarks, business processes — remains your property. You grant us a limited, non-exclusive licence to use it solely to deliver the services.
Deliverables transfer to you on payment
Upon full payment of the applicable fees, the custom deliverables identified in your SOW (including purpose-built AI applications and workflows, final documentation, and generated code) are assigned to you. You are free to modify, extend, and operate them without ongoing licence fees to us.
Our tools and frameworks remain ours
We retain ownership of our pre-existing methodology, reference architectures, internal tooling, evaluation harnesses, and templates. We grant you a perpetual, non-exclusive, royalty-free licence to use any of this material that is embedded in your deliverables, for your internal business operations.
AI-generated outputs
Where deliverables are produced with generative AI, we represent that we have reviewed them for originality and licence compatibility. You accept that jurisprudence on AI-generated IP is evolving; where registration (e.g., copyright) is material to you, we'll document the human-authored contributions to support your filings.
06Your data
Data you share with us to deliver the services remains your data. We handle it in accordance with our Privacy Policy and our ISO 27001-aligned information security program. Specifically:
- We will not use your data to train general-purpose AI models.
- We will not share your data with other clients or with third parties except as needed to deliver the services (and always under written data-processing agreements).
- On termination, we will return or destroy your data according to the schedule in your SOW, subject to legal retention obligations.
07Confidentiality
Each party will treat the other's non-public information as confidential and use it only to perform under the agreement. Confidentiality obligations survive termination for five years, except for trade secrets, which remain protected for as long as they are legally recognized as such.
If you prefer a standalone mutual NDA, we're happy to sign one — or use yours, if it's reasonable.
08AI-specific notices
Human-in-the-loop
Our AI Assistants are designed to draft, analyze, summarize, and recommend — not to take consequential actions without human review. You agree to maintain human oversight over any AI system we deliver that affects customers, finances, legal positions, or safety-relevant operations.
Model outputs are not guaranteed accurate
Large language models and other AI components can produce plausible-looking but incorrect outputs ("hallucinations"). We design, test, and instrument our systems to reduce this risk, and we document known limitations at delivery. You remain responsible for reviewing outputs before acting on them in regulated or high-stakes contexts.
Third-party AI providers
Our solutions may rely on third-party AI platforms (for example, Microsoft Azure OpenAI, Google Vertex AI, Anthropic). We choose providers whose terms are compatible with our commitments to you, but we do not control their availability, pricing, or policies. Pass-through terms are listed in your SOW.
09Warranties & disclaimers
We warrant that we will perform the services with the professional skill and care expected of a senior Canadian AI advisory firm, and that deliverables will substantially conform to the specifications in your SOW for 60 days after acceptance. Your sole remedy for a breach of this warranty is that we will correct the non-conformity or, if we can't, refund the fees paid for the non-conforming deliverable.
Except as expressly stated above, the services and deliverables are provided "as is." We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.
10Limitation of liability
To the maximum extent permitted by Alberta law:
- Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits or business opportunities.
- Each party's total aggregate liability under an engagement is capped at the fees paid or payable by you to us under that engagement in the 12 months preceding the event giving rise to the claim.
These limits do not apply to: (a) a party's indemnification obligations where stated in the SOW, (b) breaches of confidentiality, (c) a party's gross negligence or wilful misconduct, or (d) amounts owed for services already rendered.
11Termination
- Either party may terminate a fixed-fee engagement for convenience with 14 days' written notice, subject to payment for work completed and reasonable wind-down costs.
- Retainer engagements may be terminated for convenience with 30 days' written notice.
- Either party may terminate immediately for a material breach that is not cured within 15 days of written notice.
- On termination, we will hand over in-progress deliverables in their current state, return or destroy your data per Section 06, and cooperate reasonably with your transition to another provider.
12Governing law
These Terms and any engagement made under them are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. The parties agree to the exclusive jurisdiction of the courts of Alberta (Calgary judicial district) for any dispute arising out of or relating to these Terms, subject to any right to escalate through informal dispute resolution or mediation agreed in a SOW.
13Changes to these terms
We may update these Terms from time to time. Material changes will be posted on this page with a new "Last updated" date at least 30 days before they take effect. For active engagements, the Terms in effect at the time of signature continue to apply for that engagement's duration unless both parties agree in writing to update.
14Contact
Questions about these Terms? Email legal@aistrategists.ca, call (403) 890-7646, or write to AI Strategists, Calgary, Alberta, Canada.
Honest note. These terms are a thoughtful starting point. If you're signing a substantial engagement, we recommend your counsel review them — and ours will review your proposed changes in turn. We'd rather negotiate a short, clear agreement than argue a long, vague one.