Terms of Service

• “Services” means the consulting, AI development, software engineering, design, and related professional services AgentArc provides under an SOW.
• “Deliverables” means the specific work product identified in an SOW that AgentArc creates for a Client (for example, custom code, configurations, prompts, agents, and documentation built for that engagement).
• “AgentArc IP” means our pre-existing tools, frameworks, methodologies, prompt libraries, internal scripts, code components, and know-how — including improvements developed independently of any specific Client engagement.
• “AI Outputs” means content generated by AI systems we build or operate (text, code, images, summaries, recommendations, etc.).
• “SOW” means a Statement of Work, proposal, order form, or similar written document signed or accepted in writing by both parties that defines scope, fees, and timeline for a specific engagement.

The website is intended for business use by individuals 18 years of age or older who have the authority to act on behalf of a company or other legal entity. By using the website, you confirm you meet these requirements.

You may not use the website if you are located in, or are a resident of, any country or region subject to comprehensive trade sanctions by Canada, the United States, or the United Nations, or if you are on any restricted-party or denied-persons list maintained by those authorities.

You may view our website, read our content, and submit inquiries through the forms or contact details we provide. You may not:

• Use the site to harm, defraud, or mislead others.
• Attempt to access non-public areas, accounts, or systems.
• Probe, scan, or test for vulnerabilities, or otherwise circumvent security measures.
• Scrape, crawl, or use automated tools to extract content beyond what is permitted by our robots.txt or applicable law.
• Use the site to train AI models on our content without our written permission.
• Misrepresent your identity or affiliation.

All content on agentarc.dev — including text, graphics, logos, code samples, case studies, and design — is owned by AgentArc or licensed to us, and is protected by copyright and other intellectual-property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to view the content for legitimate evaluation of our services. All other rights are reserved.

The website may link to third-party sites. We do not control and are not responsible for those sites or their content.

Each engagement is governed by:

1. 1.The signed SOW (controls in case of conflict);
2. 2.These Terms; and
3. 3.Any Data Processing Addendum or other written agreements between us.

The SOW will set out scope, deliverables, timeline, fees, and any project-specific terms. If something is not addressed in the SOW, these Terms apply.

Services are provided to businesses only. By signing an SOW or otherwise engaging us, you represent that:

• You are at least 18 years old.
• You have the authority to bind the entity you represent.
• You are not located in, and will not use the Services from, a comprehensively sanctioned jurisdiction.
• The information you provide is accurate and complete.

8.1 Fees. Fees are set in each SOW. Currency is specified in the SOW.

8.2 Invoicing. Unless the SOW says otherwise, AgentArc issues invoices according to the milestones or schedule set out in the SOW. Payment is due Net 7 from the invoice date.

8.3 Deposits and milestones. Where the SOW requires a deposit or milestone payment, work on the relevant phase will not begin (or continue) until that payment clears.

8.4 Taxes. Fees are exclusive of HST, GST, sales tax, VAT, and any other taxes, levies, or duties, which the Client is responsible for paying except taxes on AgentArc's net income.

8.5 Expenses. Pre-approved out-of-pocket expenses (e.g., third-party API costs, software licenses, travel) are billed at cost unless the SOW states otherwise.

8.6 No refunds. All fees are non-refundable once paid. This reflects the bespoke, time-and-skill-intensive nature of our work. If we fail to deliver something we committed to in writing, we will work in good faith to remedy the issue (including re-performing the affected work) before any refund discussion.

8.7 Suspension for non-payment. If an invoice is more than 15 days overdue, we may suspend Services until paid. Suspension does not extend deadlines or relieve the Client of payment obligations.

8.8 Payment processors. Payments may be processed through Stripe, Wise, or direct bank transfer, as specified in the SOW or invoice.

To deliver well, we need timely cooperation. The Client agrees to:

• Provide accurate requirements, materials, access credentials, and feedback within reasonable timeframes.
• Designate a primary point of contact with authority to make decisions for the engagement.
• Ensure that any data, content, or materials it provides do not infringe third-party rights and comply with applicable laws.
• Use any Deliverables and AI systems lawfully, including in compliance with all laws and regulations applicable to the Client's industry (such as healthcare, legal, financial-services, or consumer-protection regulations).
• Conduct appropriate human review of AI Outputs before relying on them for decisions that affect people, finances, safety, or legal rights.

The Client (and any end-users it permits) may not use AgentArc-built or AgentArc-hosted AI systems to:

• Generate, distribute, or facilitate illegal content, including child sexual abuse material.
• Produce instructions or designs for weapons capable of mass casualties (chemical, biological, radiological, nuclear, or high-yield explosive).
• Create deceptive deepfakes, impersonations, or non-consensual intimate imagery of real persons.
• Conduct unlawful surveillance, harassment, stalking, or doxxing.
• Generate content intended to defraud, deceive, or manipulate people in violation of consumer-protection or anti-fraud laws.
• Circumvent security measures, exfiltrate confidential data, or violate the terms of any underlying AI provider (Anthropic, OpenAI, AWS, etc.).
• Generate content that infringes intellectual-property rights or violates privacy laws.

We may suspend or terminate Services immediately, with notice where practical, if we reasonably believe the Client or its end-users are violating this section. Suspension or termination under this section does not entitle the Client to a refund.

The Client understands and agrees that:

• AI is probabilistic. AI Outputs may be inaccurate, incomplete, biased, outdated, or fabricated (“hallucinated”). Outputs should be reviewed by qualified humans before being relied upon for decisions that affect people, finances, safety, legal rights, or regulatory compliance.
• No guaranteed outcomes. Unless explicitly stated in an SOW, AgentArc makes no guarantees about specific business outcomes — revenue lift, accuracy percentages, conversion rates, cost savings, latency, or similar metrics.
• Third-party model dependencies. AgentArc’s Deliverables often depend on third-party AI providers (including Anthropic, OpenAI, and AWS). AgentArc is not responsible for outages, deprecations, model changes, content-policy changes, rate limits, or pricing changes by those providers. AgentArc will use commercially reasonable efforts to migrate or adapt Deliverables when notified of material provider changes, subject to a change order if scope materially changes.
• No legal, medical, financial, or professional advice. AI Outputs do not constitute legal, medical, financial, tax, or other professional advice. The Client is responsible for engaging qualified professionals where needed.
• Industry compliance. The Client is responsible for ensuring its use of any Deliverable complies with the laws applicable to its industry, including healthcare (e.g., HIPAA, PHIPA), financial services, education, consumer protection, and advertising standards.

If AgentArc processes personal data on the Client’s behalf in delivering the Services, AgentArc acts as a data processor and the Client acts as the data controller. Where personal data is involved, the parties will sign a Data Processing Addendum (DPA) that governs that processing. AgentArc’s general handling of information is described in our Privacy Policy.

During the engagement and for twelve (12) months after it ends, the Client agrees not to directly or indirectly solicit for employment or independent contract any AgentArc employee, subcontractor, or principal who was materially involved in the Services. General job advertisements not specifically targeted at such persons are not a violation. If the Client breaches this section, the Client agrees to pay AgentArc a placement fee equal to fifty percent (50%) of the solicited person’s annualized compensation, as liquidated damages reflecting AgentArc’s recruiting and training investment.

16.1 Communication norms. Unless an SOW says otherwise, AgentArc operates async-first with response targets of one (1) business day during standard business hours (Eastern Time, Monday–Friday, excluding Ontario statutory holidays). Live meetings are scheduled in advance.

16.2 Out-of-scope work. Requests outside the scope of an active SOW will be handled through a change order, which sets out the additional scope, fees, and timeline impact. We will not perform out-of-scope work without a written change order.

17.1 Term. Each engagement begins on the SOW effective date and continues until the Services are completed or the SOW is terminated.

17.2 Termination for convenience. Either party may terminate an SOW for convenience on fourteen (14) days’ written notice. The Client remains responsible for fees for all Services performed and expenses committed up to the effective date of termination.

17.3 Termination for cause. Either party may terminate immediately if the other party materially breaches these Terms or an SOW and fails to cure the breach within fifteen (15) days of written notice (or sooner where the breach cannot reasonably be cured, including violations of Section 10, fraud, or insolvency).

17.4 Effect of termination. On termination: (a) AgentArc will deliver any Deliverables for which payment has been made in full; (b) the Client will pay all undisputed outstanding amounts within seven (7) days; (c) each party will return or destroy the other party’s Confidential Information on request; and (d) the rights granted in Section 11 vest only for paid-for Deliverables.

17.5 Survival. Sections that by their nature should survive termination (including 8 (for accrued fees), 11, 12, 13, 15, 18, 19, 20, 21, and 22) survive.

18.1 Mutual warranties. Each party warrants that it has the authority to enter into these Terms and will perform its obligations in compliance with applicable law.

18.2 Service warranty. AgentArc warrants it will perform Services in a professional and workmanlike manner consistent with industry standards. The Client’s exclusive remedy for breach of this warranty is re-performance of the affected Services within a reasonable time.

19.3 Excluded claims. The cap and exclusions in 19.1 and 19.2 do not apply to: (a) the Client’s payment obligations; (b) breach of confidentiality (Section 13); (c) breach of Acceptable Use (Section 10); (d) a party’s indemnification obligations; (e) infringement of the other party’s intellectual-property rights; or (f) liability that cannot be limited under applicable law (including liability for fraud, gross negligence, or willful misconduct).

19.4 Allocation of risk. The Client acknowledges that the fees reflect the allocation of risk in this section, and that AgentArc would not enter into these Terms without these limitations.

20.1 By the Client. The Client will defend, indemnify, and hold harmless AgentArc and its officers, employees, and contractors from any third-party claim arising out of: (a) Client Materials, including any claim that they infringe third-party rights; (b) the Client’s use of Deliverables or AI Outputs in violation of these Terms or applicable law; (c) the Client’s breach of Section 10 (Acceptable Use); or (d) the Client’s failure to obtain consents required from its end-users.

20.2 By AgentArc. AgentArc will defend the Client against any third-party claim that the Deliverables, as delivered by AgentArc and used as permitted, infringe a third-party copyright or trade secret, and will pay damages and costs finally awarded (or reasonable settlements approved by AgentArc). AgentArc has no obligation under this section for claims arising from: (a) Client Materials; (b) modifications to Deliverables made by anyone other than AgentArc; (c) use of Deliverables in combination with anything not provided or approved by AgentArc; (d) AI Outputs; or (e) use of Deliverables outside the scope of the license or in violation of these Terms.

20.3 Process. The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defense (provided it does not settle without consent for any non-monetary obligation on the indemnified party), and reasonably cooperate.

21.1 Governing law. These Terms and any SOW are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21.2 Forum. The parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario for any dispute arising out of or relating to these Terms, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

21.3 Good-faith resolution. Before filing suit (other than for injunctive relief), the parties will attempt in good faith to resolve any dispute through written notice and discussion between senior representatives for at least thirty (30) days.

22.1 Entire agreement. These Terms, together with any signed SOW, DPA, and the Privacy Policy, are the entire agreement between the parties on this subject and supersede all prior or contemporaneous discussions and agreements.

22.2 Order of precedence. In case of conflict: (a) a signed SOW or DPA, then (b) these Terms, then (c) any policy referenced in these Terms.

22.3 Amendments. We may update these Terms by posting a revised version with a new "Last Updated" date. Material changes will not apply retroactively to existing SOWs without the Client's written agreement.

22.4 Assignment. Neither party may assign these Terms or an SOW without the other's prior written consent, except either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets.

22.5 Subcontractors. AgentArc may use subcontractors to perform Services and remains responsible for their performance and compliance with these Terms.

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

22.7 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, civil unrest, government actions, internet or infrastructure failures, and large-scale third-party AI provider outages.

22.8 Notices. Notices must be in writing and sent by email to taha@agentarc.dev (for AgentArc) or to the Client's primary contact email on file. Notices are deemed received on the next business day after sending, absent a bounce or delivery failure.

22.9 Severability. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be replaced with an enforceable one that most closely reflects the original intent.

22.10 No waiver. A failure or delay in enforcing a right is not a waiver of that right.

22.11 Headings. Headings are for convenience only and do not affect interpretation.

22.12 Language. The parties have requested that these Terms be drafted in English. Les parties ont exigé que la présente convention soit rédigée en anglais.

Questions about these Terms: