Terms & Conditions

1. INTRODUCTION AND ACCEPTANCE

1.1 Agreement Overview

These Terms & Conditions ("Terms") constitute a legally binding agreement between Scopien Inc. ("Scopien," "we," "our," or "us") and you ("Client," "you," or "your") regarding your use of our next-generation AI consultancy platform, services, and website (collectively, the "Services").

1.2 Acceptance of Terms

By accessing our website, using our Services, or entering into a service agreement with Scopien, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use our Services.

1.3 Capacity to Contract

You represent and warrant that: (a) you have the legal capacity to enter into this agreement; (b) if acting on behalf of an organization, you have the authority to bind that organization to these Terms; and (c) you are at least 18 years of age.

2. COMPANY INFORMATION

3. SERVICE DESCRIPTION

3.1 AI Consultancy Platform

Scopien provides a revolutionary AI Agentic platform that delivers:

• Next-generation management consultancy services
• Implementation, development, and integration projects
• 360-degree operational optimization solutions
• Seamless onboarding and platform migration services
• Integration with leading CRMs and business platforms
• Next-generation ERP solutions

3.2 Target Market

Our Services are designed for Fortune 500 companies and enterprise-level organizations seeking to maximize operational efficiency through AI-powered solutions.

3.3 Service Delivery

Services are delivered through our proprietary platform that handles consultancy, implementation, and integration projects through streamlined prompt-based interactions.

4. TERMS OF USE

4.1 License Grant

Subject to your compliance with these Terms, Scopien grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes.

4.2 Restrictions

You agree not to:

• Reverse engineer, decompile, or attempt to extract source code from our AI algorithms
• Use the Services for any unlawful purpose or in violation of applicable laws
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to gain unauthorized access to our systems or other users' data
• Copy, modify, distribute, sell, or lease any part of our Services
• Use automated tools to access the Services without express written permission
• Upload or transmit malicious code, viruses, or harmful content

4.3 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorized use of your account
• Implementing appropriate security measures for your organization's access

5. SERVICE AGREEMENTS AND PRICING

5.1 Service Contracts

Specific terms for consultancy engagements, implementation projects, and platform subscriptions will be outlined in separate Service Agreements executed between the parties.

5.2 Pricing and Payment

• Pricing for Services will be specified in individual Service Agreements
• Payment terms are net 30 days unless otherwise specified
• All fees are in US Dollar (USD) unless otherwise stated
• Late payments may incur interest charges at the rate of 2% per month (26.82% annually)
• Applicable taxes (HST, GST, PST) will be added to all invoices as required by law

5.3 Refund Policy

Refunds are subject to the terms specified in individual Service Agreements. Generally:

• Setup and onboarding fees are non-refundable
• Subscription refunds are prorated based on unused service periods
• Custom development work is non-refundable once commenced

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Scopien IP

Scopien retains all rights, title, and interest in:

• Our proprietary AI Agentic platform and algorithms
• Software, technology, and methodologies developed by Scopien
• Trademarks, service marks, logos, and brand elements
• Documentation, training materials, and knowledge bases
• Improvements and enhancements to our platform

6.2 Client Data and Content

• You retain ownership of your business data and proprietary information
• You grant Scopien a limited license to use your data solely for providing Services
• We may use anonymized, aggregated data for platform improvement and benchmarking
• Custom configurations and implementations remain your property

6.3 Work Product

• Deliverables created specifically for you become your property upon full payment
• General methodologies and frameworks developed remain Scopien's intellectual property
• Third-party integrations are subject to respective third-party terms

7. CONFIDENTIALITY AND NON-DISCLOSURE

7.1 Mutual Confidentiality

Both parties agree to maintain confidentiality of:

• Proprietary business information and strategies
• Technical specifications and system architectures
• Financial information and performance metrics
• Any information marked as confidential or reasonably understood to be confidential

7.2 Permitted Disclosures

Confidential information may be disclosed:

• With prior written consent of the disclosing party
• As required by law or court order
• To employees and contractors who need access to perform Services
• In response to regulatory inquiries or audits

7.3 Survival

Confidentiality obligations survive termination of these Terms for a period of five (5) years.

8. DATA PROTECTION AND PRIVACY

8.1 Privacy Compliance

Our data handling practices are governed by our Privacy Statement and comply with applicable privacy laws including:

• Personal Information Protection and Electronic Documents Act (PIPEDA)
• Ontario's Personal Health Information Protection Act (PHIPA) where applicable
• International privacy regulations for multinational clients

8.2 Data Security

We implement enterprise-grade security measures including:

• End-to-end encryption for data in transit and at rest
• Multi-factor authentication and access controls
• Regular security audits and penetration testing
• Incident response and breach notification procedures

8.3 Data Location

Data may be processed and stored in Canada and other jurisdictions where we maintain infrastructure, subject to appropriate safeguards.

9. REPRESENTATIONS AND WARRANTIES

9.1 Mutual Warranties

Each party represents and warrants that:

• It has full corporate power and authority to enter into this agreement
• Execution and performance will not violate any applicable laws or agreements
• The agreement is duly executed and constitutes a valid, binding obligation

9.2 Service Warranties

Scopien warrants that:

• Services will be performed with reasonable care and skill
• Platform will operate substantially in accordance with documentation
• We will use commercially reasonable efforts to maintain service availability

9.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH HEREIN, SCOPIEN PROVIDES THE SERVICES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY

10.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY ONTARIO LAW, SCOPIEN'S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.2 Consequential Damages

IN NO EVENT SHALL SCOPIEN BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, REGARDLESS OF THE THEORY OF LIABILITY.

10.3 Essential Terms

The limitations set forth in this Section 10 are essential elements of the agreement between the parties and will apply even if any limited remedy fails of its essential purpose.

11. INDEMNIFICATION

11.1 Client Indemnification

Client agrees to indemnify and hold harmless Scopien from claims arising from:

• Client's breach of these Terms or applicable laws
• Unauthorized use of the Services by Client or its users
• Client's data or content that infringes third-party rights
• Integration of Client's systems with unauthorized third-party services

11.2 Scopien Indemnification

Scopien will indemnify Client against claims that the Services infringe valid Canadian intellectual property rights, provided Client:

• Promptly notifies Scopien of the claim
• Grants Scopien sole control of the defense and settlement
• Provides reasonable cooperation in the defense

12. TERM AND TERMINATION

12.1 Term

These Terms commence when you first access our Services and continue until terminated in accordance with this Section.

12.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within 30 days
• Becomes insolvent, files for bankruptcy, or makes an assignment for creditors
• Ceases normal business operations

12.3 Termination for Convenience

Either party may terminate without cause upon 30 days' written notice.

12.4 Effects of Termination

Upon termination:

• All licenses granted hereunder immediately cease
• Each party will return or destroy confidential information
• Accrued payment obligations survive termination
• Data will be handled according to our Privacy Statement

13. FORCE MAJEURE

Neither party shall be liable for delays or failures in performance due to causes beyond their reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or pandemic-related restrictions. The affected party must promptly notify the other and use reasonable efforts to mitigate delays.

14. DISPUTE RESOLUTION

14.1 Governing Law

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.

14.2 Jurisdiction

The courts of Ontario, Canada, shall have exclusive jurisdiction over any disputes arising from these Terms. Each party consents to the personal jurisdiction of such courts.

14.3 Mediation Requirement

Before initiating litigation, the parties agree to attempt resolution through mediation conducted by a mutually agreed mediator in Ontario, Canada.

14.4 Class Action Waiver

Client waives the right to participate in class action lawsuits against Scopien related to the Services.

15. COMPLIANCE AND REGULATORY MATTERS

15.1 Export Controls

Client acknowledges that the Services may be subject to export controls under Canadian and foreign laws. Client will comply with all applicable export control laws and regulations.

15.2 Anti-Corruption

Both parties will comply with all applicable anti-corruption and anti-bribery laws, including Canada's Corruption of Foreign Public Officials Act.

15.3 Industry Regulations

For clients in regulated industries, additional compliance terms may apply as specified in Service Agreements.

16. GENERAL PROVISIONS

16.1 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship.

16.2 Assignment

Client may not assign these Terms without Scopien's written consent. Scopien may assign these Terms in connection with a merger, acquisition, or sale of assets.

16.3 Entire Agreement

These Terms, together with applicable Service Agreements and our Privacy Statement, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter.

16.4 Amendments

These Terms may only be modified by written agreement signed by both parties, except that Scopien may update these Terms by posting revised terms on our website with 30 days' notice.

16.5 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

16.6 Waiver

Failure to enforce any provision does not constitute a waiver of such provision or any other provision.

16.7 Survival

Provisions that by their nature should survive termination will survive, including intellectual property rights, confidentiality, limitation of liability, and governing law.

16.8 Language

These Terms are prepared in English. If translated, the English version controls in case of discrepancies.

17. NOTICES

17.1 Notice Requirements

All notices must be in writing and delivered to:

To Client: The address specified in your Service Agreement or account registration.

17.2 Delivery Methods

Notices are effective when:

• Delivered personally: immediately upon delivery
• Sent by registered mail: three (3) business days after mailing
• Sent by email: when receipt is confirmed

18. CUSTOMER SUPPORT

For questions about these Terms or our Services:

19. ACCESSIBILITY

Scopien is committed to providing accessible services. If you require accommodation to access our Services, please contact our Customer Support team at +1 844-459-9388.

20. UPDATES TO TERMS

We may update these Terms periodically to reflect changes in our Services, legal requirements, or business practices. Material changes will be communicated through:

• Email notification to registered account administrators
• Prominent notice on our website
• In-platform notifications

Continued use of our Services after the effective date of updated Terms constitutes acceptance of the changes.