Terms of service AI consulting
Terms of Service AI consulting engagements with Vanwebdev LTD
These terms of service AI consulting engagements run with Vanwebdev LTD. The document frames every paid service, paid product, retainer subscription, and PivotToAI cohort the firm delivers. Each engagement adds its own Statement of Work.
Operator note
These terms of service AI consulting engagements run as a starting framework. Vanwebdev LTD recommends operator counsel review before signing any engagement contract. Final terms are governed by the Statement of Work signed for each engagement. Where the SOW conflicts with this document, the SOW wins. Provincial commercial law in British Columbia governs the residual framework.
Applicability of these terms of service AI consulting engagements
These terms of service AI consulting engagements with Vanwebdev LTD apply to four engagement types. First, paid services (Waves 11-17): Intelligence Audit, Standing Engagement, Operations Intelligence, Sovereign Infrastructure Brief, Threat Brief, Sovereign AI Defense, AI Red Team. Second, paid products (Waves 18-24): Open Claw Basic, Open Claw Pro, Open Claw Enterprise, Hermes Website Build, Sovereign AI Box, Agent Deployment, PivotToAI single seat. Third, subscription products: Monthly Canadian Threat Brief subscription and Sovereign AI Defense retainer. Fourth, training programmes: PivotToAI cohorts.
Notably, every engagement layers a written Statement of Work over this framework. The Statement of Work names the deliverables, the schedule, the price, and the operator-specific terms. Where the Statement of Work conflicts with this document, the Statement of Work governs. This document fills any silence in the Statement of Work. An operator who buys via Stripe checkout accepts these terms at point of purchase.
Engagement scope and change orders
Under these terms of service AI consulting engagements, every Vanwebdev LTD engagement runs under a written Statement of Work. The Statement of Work scopes the deliverables, the inputs the operator provides, the schedule, and the price. Out-of-scope work requires a written change order signed by both parties. Vanwebdev LTD does not bill the operator for unwritten scope expansion. The firm raises a change order conversation when a request lands outside the signed scope.
Specifically, change orders document the new work, the new schedule impact, and the new price. The change order takes effect when both parties sign. Verbal expansions of scope have no force under these terms. An operator who asks for additional work mid-engagement receives a written change order proposal within five business days.
Payment terms for AI consulting engagements
Payment cadence depends on the engagement type. One-to-one Intelligence Audit ($250) is paid at booking through Stripe. Fixed-fee projects bill 50% on signing and 50% on delivery, NET-30 from invoice date. Retainers, including Standing Engagement, Monthly Canadian Threat Brief, and Sovereign AI Defense, bill monthly in advance via Stripe subscription. Configurable products, including the Sovereign AI Box, bill on a deposit plus milestone schedule named in the Statement of Work.
Late payments accrue 1.5% per month interest after NET-30 plus a 14 day grace period. Goods and Services Tax, Harmonised Sales Tax, and Provincial Sales Tax apply per the operator’s province of supply. Vanwebdev LTD invoices in Canadian dollars unless the Statement of Work specifies otherwise. Stripe handles all card data; the firm never stores card numbers.
Furthermore, non-payment past 60 days entitles Vanwebdev LTD to suspend active deliverables. The firm provides 14 days written notice before suspension. The operator may cure the non-payment during the notice period. Suspension does not waive Vanwebdev LTD’s right to fees due for work already performed.
Goods and Services Tax / Harmonised Sales Tax rates: Canada Revenue Agency. Excise Tax Act consolidated text: Justice Canada.
Intellectual property and deliverable rights
The operator owns deliverables produced specifically for the operator’s engagement. Operator-owned deliverables include the written reports, the code Vanwebdev LTD writes against the operator’s stack, the configurations applied to the operator’s infrastructure, and any artefact named in the Statement of Work as operator property. Operator ownership vests on payment in full for that engagement.
Vanwebdev LTD retains pre-existing intellectual property. Pre-existing intellectual property includes the vw-product-engagements WordPress plugin, the orchestrate.py build pipeline, the methodology frameworks the firm applies across engagements, and the brand voice and visual system. Vanwebdev LTD also retains any improvements to pre-existing intellectual property generated during the engagement, subject to the operator licence below.
Importantly, Vanwebdev LTD grants the operator an irrevocable, royalty-free, perpetual licence to use the firm’s pre-existing intellectual property to the extent necessary to operate the deliverables. The licence covers the operator’s internal use across the operator’s affiliates. The licence does not extend to resale of the pre-existing intellectual property to third parties as a standalone product.
Warranties for AI consulting engagements
Within these terms of service AI consulting engagements, Vanwebdev LTD performs services with professional care in keeping with Canadian industry standards. Products delivered under a Statement of Work function as described in the Statement of Work for 30 days after delivery. Bugs in scope are fixed at no additional charge during the warranty window. The operator reports defects in writing to contact@vanwebdev.ca within the warranty window for a no-charge fix.
However, warranties exclude third-party components. Third-party components include large language model provider models, cloud platform services, and hardware vendor products. Warranties also exclude operator-side integration issues that arise from changes outside Vanwebdev LTD’s scope. An operator who modifies a configured system after delivery accepts the modification’s impact on the warranty.
Beyond the express warranties above, Vanwebdev LTD disclaims all implied warranties to the extent the law allows. The operator accepts that no software or system runs free of all defects. Vanwebdev LTD commits to professional remediation within the named warranty window, not to perfection across the universe of operator stacks.
Limitation of liability
Across these terms of service AI consulting engagements, Vanwebdev LTD’s total liability for any engagement caps at the fees the operator paid for that engagement in the 12 months preceding the claim. The cap applies across all theories of liability, including contract, tort, statute, and any other legal basis. The cap reflects industry-standard commercial allocation of risk between a consulting firm and an operator. Operator counsel should review the cap before signing.
Additionally, Vanwebdev LTD disclaims indirect, incidental, consequential, special, and punitive damages. The firm disclaims lost profits, lost revenue, lost data, lost goodwill, and lost business opportunity. The disclaimer applies even where Vanwebdev LTD knew or should have known the damages were possible. The operator carries the risk of its own downstream commercial outcomes.
Notably, this limitation does not exclude liability for matters that British Columbia law forbids excluding. Liability for fraud, wilful misconduct, gross negligence, and personal injury caused by Vanwebdev LTD’s negligence remains as the law requires. Operator counsel should confirm the carve-outs map cleanly to the operator’s provincial regime.
Indemnification under these terms
Indemnification runs mutually under these terms of service AI consulting engagements. Vanwebdev LTD indemnifies the operator against third-party claims that Vanwebdev LTD’s pre-existing intellectual property infringes a third party’s intellectual property rights. The indemnity covers the operator’s reasonable defence costs, settlement amounts approved by Vanwebdev LTD, and damages a court awards on the claim. The indemnity excludes claims arising from operator modifications to the deliverables or combinations with third-party systems outside the Statement of Work.
Conversely, the operator indemnifies Vanwebdev LTD against third-party claims arising from the operator’s data, the operator’s use of deliverables outside the intended scope, and the operator’s regulatory exposure. The operator indemnity covers Vanwebdev LTD’s reasonable defence costs, settlement amounts approved by the operator, and damages a court awards on the claim. Either party seeking indemnity must give prompt written notice and reasonable cooperation to the indemnifying party.
Confidentiality under these terms of service AI consulting engagements
Each party keeps the other party’s confidential information confidential during the engagement plus five years after engagement closeout. Confidential information includes stack details, infrastructure inventory, vendor lists, pricing, internal documents, and any artefact marked confidential at the time of sharing. Confidential information does not include information already public, information independently developed without reference to the confidential material, or information lawfully obtained from a third party without restriction.
Specifically, higher-confidentiality engagements may run under a separately signed non-disclosure agreement. Defence, fintech, public sector, and Protected B engagements typically warrant a separate NDA. The separate NDA controls where it conflicts with this section. Operator counsel should review the proposed NDA before signing.
Moreover, both parties may disclose confidential information when a Canadian court order or regulatory demand compels disclosure. The compelled party notifies the other party of the order’s scope where the order itself allows notification. The compelled party narrows compliance to the minimum the order requires. Both parties cooperate to seek protective measures where appropriate.
Canadian data residency for sovereign engagements
Under these terms of service AI consulting engagements, engagements that contract for sovereign data residency scope to Canadian-region cloud providers and Canadian on-premises partners only. Sovereign residency typically applies to defence, fintech, public sector, and Protected B classification engagements. The written Statement of Work names the Canadian region for processing and storage during the engagement. Data leaves Canada only with the operator’s written consent.
Specifically, the firm prefers Canadian regions of major cloud providers when the operator contracts for sovereign residency. The firm also contracts with Canadian on-premises infrastructure partners for engagements that require physical presence in Canada. An operator who needs strict Canadian residency for inquiry-stage interactions contacts Vanwebdev LTD directly by Canadian-domiciled email. The contact form on vanwebdev.ca transits through Hetzner Helsinki in Finland; that transit applies to inquiries only, not paid-engagement data.
Regulatory compliance frameworks
Vanwebdev LTD operates aware of multiple Canadian regulatory frameworks. The firm aligns its privacy posture with the Personal Information Protection and Electronic Documents Act (PIPEDA). The firm tracks Bill C-27 (the Digital Charter Implementation Act, 2022) and adjusts the privacy posture as the bill advances through Parliament. The firm aligns Quebec engagements with Quebec Law 25, administered by the Commission d’acces a l’information.
Additionally, the firm aligns engagement-side technical safeguards with ITSG-33 control selection where the operator’s stack supports the alignment. Engagements that contract for Protected B handling capability follow the documented ITSG-33 profile for the classification level. Engagements that contract for no specific classification inherit the firm’s default operator-grade security posture.
Importantly, specific regulatory attestation per engagement happens in the Statement of Work. The Statement of Work names the applicable regulatory regime, the controls applied, and any audit cooperation Vanwebdev LTD provides. Operator counsel and operator compliance teams review the Statement of Work before signing.
PIPEDA: Office of the Privacy Commissioner of Canada. Bill C-27: Parliament of Canada. Quebec Law 25: Commission d’acces a l’information. ITSG-33: Canadian Centre for Cyber Security.
Compliance framework for Canadian recipients
Vanwebdev LTD operates aware of the Personal Information Protection and Electronic Documents Act (PIPEDA) and its provincial equivalents. The framework below summarises the most common obligations relevant to operators receiving our services or briefs. This is general legal information, not legal advice. Operators should consult their own counsel for advice specific to their situation.
PIPEDA core obligations
Section 4.7 (Safeguards Principle, Schedule 1): organisations must protect personal information with safeguards proportional to its sensitivity. Physical, organisational, and technological safeguards together.
Section 10.1 (Mandatory Breach Notification, in force since 1 November 2018): when a breach of security safeguards creates a real risk of significant harm to an individual, the organisation must notify the Privacy Commissioner of Canada, the affected individuals, and any other organisation that could mitigate the harm. Knowingly failing to report can result in fines up to $100,000.
Section 10.3 and the Breach of Security Safeguards Regulations (SOR/2018-64): every breach of security safeguards must be recorded and the records kept for 24 months, regardless of whether the notification threshold is met. The Privacy Commissioner can request these records during an audit.
Provincial overlay
| Province | Law | Notes |
|---|---|---|
| British Columbia | BC PIPA (Personal Information Protection Act, 2003) | Substantially similar to PIPEDA, applies to private sector in-province. |
| Alberta | Alberta PIPA (2003) | Substantially similar to PIPEDA, applies to private sector in-province. |
| Quebec | Law 25 (modernised Act respecting the protection of personal information in the private sector) | Stricter than PIPEDA. Extraterritorial provisions, mandatory DPO for organisations with 50 or more employees, and penalties up to $25 million or 4 percent of worldwide turnover. |
| All other provinces and territories | PIPEDA | No provincial private-sector law. PIPEDA applies directly. |
Forward-looking legislative monitoring
Bill C-27 (the Consumer Privacy Protection Act, the Artificial Intelligence and Data Act, and the Personal Information and Data Protection Tribunal Act) has been under federal consideration. When this package or any successor passes, the framework above will require revision. Vanwebdev LTD reviews this section every six months for legislative and regulatory developments.
This section was last reviewed 2026-05-18.
Termination of engagements
Under these terms of service AI consulting engagements, either party may terminate an engagement for cause with 30 days written notice. Either party may terminate immediately if the other party materially breaches the engagement and fails to cure the breach within 15 days of written notice. Fees are due for work performed up to the termination effective date. Vanwebdev LTD delivers work-in-progress artefacts up to the termination date subject to fees due.
Subsequently, sections that by their nature survive termination remain in force. Surviving sections include intellectual property, limitation of liability, indemnification, confidentiality, governing law, and dispute resolution. An operator whose subscription ends loses subscription access at the next billing cycle but retains rights to deliverables already paid for.
Force majeure
Neither party is liable for failure to perform caused by events beyond reasonable control. Force majeure events include natural disasters, government action, war, civil unrest, labour strikes outside the affected party’s organisation, widespread cloud provider outages, internet backbone failures, and pandemics. The affected party gives prompt written notice of the force majeure event. The affected party resumes performance when the event ends.
Nonetheless, if a force majeure event continues past 60 days, either party may terminate the affected engagement with written notice. Fees already paid for unstarted work are refunded. Fees due for work performed up to the force majeure event remain payable. Force majeure does not excuse payment obligations for work already performed.
Dispute resolution
Dispute resolution under these terms of service AI consulting engagements runs in three stages. First, the parties try good-faith negotiation between principals for at least 30 days. Second, if negotiation fails, the parties try mediation with a Canadian mediator. Mediation sits in Vancouver British Columbia by default; an operator outside British Columbia may propose the operator’s home jurisdiction. Third, if mediation fails, the parties go to arbitration or to the courts of British Columbia per the Statement of Work.
Likewise, expedited disputes for amounts under $10,000 Canadian may skip mediation and go directly to British Columbia Small Claims Court or arbitration. Each party bears its own costs through negotiation and mediation. The arbitrator or court allocates costs in the final ruling. Nothing in this section prevents either party from seeking injunctive relief to prevent imminent harm.
Governing law and jurisdiction
These terms are governed by the laws of British Columbia and the federal laws of Canada applicable therein. The parties consent to the exclusive jurisdiction of the courts of British Columbia for disputes that reach litigation. British Columbia law applies regardless of conflict-of-laws principles. Operators based outside British Columbia may negotiate a different governing-law clause in the Statement of Work, subject to Vanwebdev LTD’s review.
Furthermore, the United Nations Convention on Contracts for the International Sale of Goods does not apply to these terms or any engagement. Engagements that span multiple Canadian provinces follow British Columbia law as the default forum. Cross-border engagements default to British Columbia governing law unless the Statement of Work names another jurisdiction.
BC commercial law context: BC Personal Information Protection Act.
Changes to these terms of service AI consulting engagements
Vanwebdev LTD updates these terms periodically. The date stamp at the top of the document reflects the most recent revision. Active engagements stay bound by the terms in effect at the Statement of Work signing date. Material changes that affect an active engagement require written re-acceptance by the operator before they take effect on that engagement.
Similarly, new engagements run under the terms in effect at the new Statement of Work signing date. The firm posts updated terms at https://vanwebdev.ca/terms/. Operators reviewing the page on an ongoing basis see the version history at the top of the document. The firm increments the version number for each material revision.
Contact about these terms
Operators with questions about these terms email contact@vanwebdev.ca. Operators also reach Vanwebdev LTD through the contact form at https://vanwebdev.ca/contact/. The firm responds to terms-related inquiries within five business days. Active-engagement operators reach the firm through the engagement-specific channels named in the Statement of Work.
Consequently, an operator preparing to sign a Statement of Work should raise terms questions before signature. Vanwebdev LTD welcomes scoping conversations about terms revisions before an engagement starts. The firm prefers to settle terms questions in writing during scoping. The firm prefers not to discover them mid-engagement.
Related pages: Privacy, About, Contact, Pricing, Intelligence Audit, Standing Engagement, Brief, Defend, Build.