STANDARD TERMS AND CONDITIONS OF SALE
SYSTEMshift AI Strategy Inc.
Last Updated: MARCH 17, 2026
1. Application and Acceptance
These Standard Terms and Conditions of Sale ("Terms") govern all proposals, quotations, website purchases, deposits, invoices, subscriptions, advisory services, implementations, integrations, and deliverables provided by SYSTEMshift AI Strategy Inc. ("SYSTEMshift").
By purchasing services through the website, accepting a quotation, signing an agreement, or remitting payment, the Client agrees to be bound by these Terms.
Any deviation from these Terms must be expressly agreed to in writing and signed by an authorized representative of SYSTEMshift.
2. Nature of Services
SYSTEMshift provides professional services including AI voice and chat implementation, workflow automation, advisory services, UX and service design, and integration with third-party systems.
Unless explicitly stated otherwise in writing, all services are provided on a professional best-efforts basis and constitute obligations of means, not obligations of result.
3. Website Purchases and Base Implementation Payments
Website checkout payments are treated as base implementation deposits. They secure discovery, requirements review, and scheduling priority. Once discovery work has started, those payments are non-refundable.
The base payment secures structured discovery, workflow and integration review, architecture planning, complexity confirmation, and project scheduling priority.
The listed amount is not a fixed-price package unless explicitly confirmed in writing after discovery. SYSTEMshift will then provide a written scope summary, finalized quotation, and estimated implementation timeline.
If confirmed requirements exceed the assumptions of the selected tier, a revised quotation will be issued before implementation.
4. Informational Pricing and Tier Descriptions
Website pricing ranges and tier descriptions are informational only. Final scope, timeline, and total investment are confirmed in the written quotation after discovery.
In the event of any discrepancy between marketing materials and a formal written quotation, the written quotation prevails.
5. Service Delivery and Shipping
Digital professional service only. No physical goods are shipped.
References on the website to setup windows, provisioning windows, or implementation timelines describe service delivery timing only and do not create any physical shipping obligation.
6. Payment Terms
6.1 Deposits and Milestones
SYSTEMshift may require deposits, milestone payments, or staged billing as specified in a quotation.
Website payments are due immediately at checkout.
Invoice payments are due within 21 calendar days of the invoice date unless otherwise specified in writing.
6.2 Late Payment
Interest may be charged at 10% per annum on the outstanding balance.
SYSTEMshift may suspend services without prior notice.
Deliverables may be withheld until payment is received in full.
6.3 Collections
If payment remains outstanding more than sixty (60) days after the due date, SYSTEMshift may engage a debt recovery agency or legal counsel. Associated collection costs and legal fees are payable by the Client.
7. Taxes and Withholding
All prices are exclusive of applicable taxes unless explicitly stated otherwise.
If local legislation requires withholding at source, the Client remains responsible for remitting such amounts to the relevant authority. The full invoiced amount remains payable to SYSTEMshift.
8. Post-Launch Support and Remediation
30-day post-launch remediation window from go-live. If the delivered system materially fails to match the approved scope, SYSTEMshift will correct documented defects during that window at no additional charge. Refunds are not offered except where required by law or expressly agreed in writing.
No blanket money-back guarantee is offered on custom implementation work.
9. AI and Automation Disclaimer
The Client acknowledges that AI and automation systems produce probabilistic outputs, may generate errors or unexpected responses, depend on third-party infrastructure, and require ongoing human oversight and refinement.
SYSTEMshift does not guarantee uninterrupted performance, error-free outputs, regulatory compliance under future legal changes, or specific business results.
10. Third-Party Platforms
SYSTEMshift may rely on or integrate third-party services and platforms. SYSTEMshift is not responsible for third-party outages, pricing changes, security incidents originating on third-party systems, or API changes affecting integrations.
11. Client Responsibilities
Provide accurate and complete information.
Grant timely system access and designate a responsible project contact.
Review deliverables within agreed timeframes.
Maintain necessary third-party licenses and accounts.
Delays caused by the Client may result in timeline adjustments and additional fees.
12. Intellectual Property
SYSTEMshift retains ownership of its proprietary methodologies, frameworks, automation structures, prompt libraries, reusable components, and architecture designs.
Upon full payment of agreed fees, the Client receives a non-exclusive internal-use license to the delivered materials.
13. Confidentiality
Both parties agree to maintain confidentiality regarding proprietary, technical, commercial, and financial information disclosed during the engagement. Confidentiality obligations survive termination.
14. Limitation of Liability
SYSTEMshift’s aggregate liability shall not exceed the total fees paid for the specific service giving rise to the claim.
SYSTEMshift is not liable for indirect, incidental, consequential, or special damages, including loss of profit, loss of data, or business interruption.
15. Claims
Any claim relating to delivered services must be submitted in writing within eight (8) days of completion of the relevant services.
16. Termination
SYSTEMshift may suspend or terminate services if payment is overdue, the Client materially breaches these Terms, or required cooperation is withheld. Completed work and incurred costs remain payable.
17. Force Majeure
SYSTEMshift is not liable for delays or failure to perform resulting from events beyond its reasonable control, including natural disasters, government restrictions, internet outages, labor disruptions, or platform failures.
18. Governing Law and Jurisdiction
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any dispute is subject to the exclusive jurisdiction of the courts of Ontario, Canada.
SYSTEMshift AI Strategy Inc.
Ontario, Canada