Terms of Service

About these terms

These terms are an agreement between you and 14096096 Canada Inc., doing business as Nextia Intelligence ("Nextia", "we", "us"). They apply when you use our website, contact us, book a session or engage us for work. By doing any of these you accept them.

For project work we also agree a written proposal or statement of work ("SOW") setting out scope, deliverables, schedule and fees. If an SOW, or a separate signed agreement such as your own master services agreement or NDA, conflicts with these terms, the signed document prevails for that engagement.

Our services

• AI consulting and advisory — assessments, architecture reviews and roadmaps.
• AI-powered web and mobile application development and custom software engineering.
• AI training and mentoring — sessions for individuals and training for teams.

We may involve vetted specialists to deliver part of an engagement. They are bound by confidentiality obligations at least as strict as ours, and we remain responsible for their work.

Using our website and communication channels

Use our website, forms, email and WhatsApp for lawful purposes only. Do not attempt to disrupt or gain unauthorized access to our systems, or submit content that is unlawful or that you have no right to share. When you contact us, you agree that we may reply through the channel and contact details you gave us. Standard carrier, messaging or data charges may apply.

Information on our website is general and is not advice for your situation.

Individual sessions

Sessions such as a personalised AI transition roadmap or AI interview readiness are booked through app.nextia-ai.com and paid in advance by card through Stripe. Prices are in Canadian dollars; applicable sales taxes are shown before you pay. A time slot is confirmed only once payment succeeds.

Rescheduling, cancellation and refunds are governed by our Payments, Cancellation & Refund Policy, which forms part of these terms.

Project engagements: fees and payment

Unless the SOW says otherwise:

• Fixed-fee assessments: 50% on signature, 50% on delivery of the final report.
• Builds, quoted per phase: 50% of each phase’s fee before the phase starts, and the balance on acceptance of that phase.
• Retainers: invoiced monthly in advance.
• Invoices are in Canadian dollars, plus applicable taxes, and are due within 15 days. Payment is by bank transfer, Interac e-Transfer or another method stated on the invoice.
• Overdue amounts bear interest at 1.5% per month (18% per year). If an invoice is more than 30 days overdue, we may pause work after giving you 5 business days’ written notice.
• Third-party costs — cloud hosting, AI model usage, software licences — are paid by you directly in your own accounts wherever possible. Where we pay them on your behalf, we re-invoice them at cost.

Project engagements: changes, acceptance and termination

Changes. Work outside the agreed scope is done only under a written change request that states its effect on fees and schedule.

Acceptance. You have 10 business days after delivery of a phase to tell us in writing of any material nonconformity with the agreed specification. We will correct it and redeliver. If we hear nothing within that period, or once you put the deliverable into production use, the phase is accepted.

Termination for convenience. Either party may end an engagement on 14 days’ written notice. You pay for work performed up to the end date and for third-party commitments we cannot cancel; anything you prepaid beyond that is refunded.

Termination for cause. Either party may end an engagement immediately by written notice if the other materially breaches these terms or the SOW and does not cure the breach within 10 business days of being notified.

See also our Payments, Cancellation & Refund Policy.

Intellectual property

Your deliverables. On payment in full for each phase, you own the deliverables we create specifically for you in that phase — source code, configuration, documentation, reports and designs — and we assign to you all our rights in them. Our personnel waive their moral rights in those deliverables in your favour. Code lives in your repositories from the first commit.

Our pre-existing materials. We keep ownership of tools, libraries, templates, methods and know-how that we developed independently or before the engagement. Where any of these are included in a deliverable, you receive a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use, modify and distribute them as part of that deliverable. There is no proprietary Nextia layer you must keep licensing.

Open-source and third-party components are provided under their own licences, which we identify on request.

Training and session materials remain ours. You may use them, and any personalised roadmap we prepare for you, for your own personal or internal business purposes, but not resell or republish them.

Publicity. We describe or name an engagement publicly only with your agreement.

Confidentiality

Each party will keep the other’s non-public business, technical and personal information confidential, use it only for the engagement, and share it only with people who need it and are bound by similar obligations. This does not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or that must be disclosed by law (with notice to the other party where permitted).

These obligations last for three years after the engagement ends, and for as long as the information remains a trade secret. We are happy to sign your NDA instead.

Client data and use of AI

When we work with your data, including personal information you control:

• We use it only to deliver the engagement, under your instructions, and never for our own products or for other clients.
• We host it in Canadian cloud regions by default, or where you direct.
• Before any of your data reaches an AI model provider, we tell you in writing which provider, which data and why. You may refuse a provider.
• We use AI model providers and AI-assisted development tools only under commercial terms that prohibit the provider from training models on the data we submit. We never put your confidential data into consumer AI tools.
• We do not use your data to train or fine-tune models unless you ask us to, and any resulting model is yours.
• At the end of an engagement, or on your request, we return or delete your data within 30 days, except copies we must keep by law and backups that expire on their normal cycle.
• If you need a data processing agreement, we will sign one.

AI output can be wrong. AI systems produce probabilistic results. We design evaluation, guardrails and human review into what we build, but we do not guarantee that any AI output is accurate or complete. You are responsible for deciding how outputs are used, and for keeping a person in the loop for decisions with significant legal, financial or personal consequences.

Educational and advisory nature

Training, mentoring, roadmaps and advisory work are educational and advisory. Outcomes depend on your preparation, experience, decisions and market conditions. We do not guarantee employment, interview results, business results, revenue, regulatory or platform approvals, or the success of any project. You remain responsible for your own decisions and for complying with the laws and policies that apply to you.

Warranty

We perform our services diligently and in a professional manner consistent with generally accepted industry practice. For 30 days after acceptance of a phase, we will fix at no charge any reproducible defect that causes a deliverable not to conform to its agreed specification. Beyond that, and to the extent the law allows, our services and deliverables are provided without other warranties.

Limitation of liability

To the maximum extent permitted by law, neither party is liable to the other for indirect, consequential, special or punitive damages, or for loss of profits, revenue or data, and our total liability arising from an engagement or session is limited to the fees you paid us for it in the 12 months before the claim arose.

Nothing in these terms excludes or limits liability for bodily or moral injury, for intentional or gross fault, or any right that cannot be limited by law.

We are not responsible for the availability or conduct of third-party services you use or that we use on your behalf, such as cloud platforms, AI model providers, payment processors or messaging services.

Consumers

If you are a consumer, nothing in these terms limits the rights you have under the Québec Consumer Protection Act or other consumer protection laws that cannot be waived. Any clause that such a law prohibits does not apply to you.

Governing law and disputes

These terms are governed by the laws of the Province of Québec and the federal laws of Canada that apply there. We will always try to resolve a disagreement directly first: please write to us. Otherwise, the courts of the judicial district of Montréal have jurisdiction, unless the law gives you the right to bring proceedings where you live.

Language

These terms are published in French and in English. Both versions are equally authoritative.

Changes to these terms

We may update these terms. The version in force is posted on this page with its date. Changes do not affect a session already booked, or an engagement under a signed SOW, unless both parties agree in writing.

Contact and notices

Questions about these terms and formal notices: legal@nextia-ai.com. Billing: billing@nextia-ai.com. Everything else: info@nextia-ai.com.