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ON shall provide the Client with AI-powered software solutions, intelligent dashboards, data integration services, automation systems, and related technology services (the "Services") as described in one or more Statements of Work ("SOW") executed under this Agreement. Each SOW is incorporated by reference into this MSA.
In the event of a conflict between this MSA and a SOW, the terms of this MSA shall govern unless the SOW expressly states that a specific provision overrides this MSA.
ON shall perform all Services in a professional and workmanlike manner, consistent with generally accepted industry standards for AI/ML software development and in compliance with all applicable laws of the Province of Alberta and Canada, including the Personal Information Protection Act, S.A. 2003, c. P-6.5 ("PIPA") and the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5 ("PIPEDA").
Client acknowledges that the Services incorporate ON's proprietary artificial intelligence engine (the "Neural Engine"), which uses machine learning models that may produce probabilistic outputs. ON warrants that all AI outputs will be subject to quality control and professional review before delivery. ON does not warrant that AI-generated recommendations will be error-free, but warrants that such recommendations will be produced using commercially reasonable methodologies.
ON is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between ON and Client. ON's personnel are not employees of Client for any purpose, including the Employment Standards Code, R.S.A. 2000, c. E-9, the Workers' Compensation Act, R.S.A. 2000, c. W-15, or the Income Tax Act, R.S.C. 1985, c. 1 (5th Supp.).
This Agreement commences on the Effective Date and continues for twelve (12) months (the "Initial Term").
This Agreement automatically renews for successive twelve (12) month periods (each, a "Renewal Term") unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.
Where applicable, Client may qualify for ON's First-Timer Pilot Program, which provides a reduced rate for the first twelve (12) months. Pilot pricing, scope, and deliverables shall be specified in the applicable SOW. Pilot pricing is non-transferable and applies only to the first engagement with ON.
Client shall pay ON the fees set out in each SOW. If the SOW does not specify a fee structure, the following default applies:
All invoices are due Net 30 from the date of invoice. ON shall invoice monthly on the 1st of each month via email.
Overdue amounts bear interest at 1.5% per month (18% per annum), compounded monthly, from the due date until paid. This rate does not exceed the criminal interest rate under Section 347 of the Criminal Code, R.S.C. 1985, c. C-46. ON may suspend Services upon 15 days written notice of non-payment, without waiving any right to payment.
All fees are exclusive of applicable taxes. Client is responsible for all federal and provincial taxes, including GST/HST, on the Services. ON shall register for and collect GST/HST if and when required by the Excise Tax Act, R.S.C. 1985, c. E-15.
ON may increase fees at each Renewal Term by providing at least 60 days written notice. Annual increases shall not exceed the greater of (a) 5% or (b) the year-over-year increase in the Consumer Price Index (Alberta, All-items) as published by Statistics Canada.
Services beyond the scope of an active SOW shall be quoted separately and subject to a written Change Order or new SOW before work commences.
ON shall maintain 99.5% uptime for all hosted Services, measured monthly (calendar month), excluding:
| Severity | Definition | Response | Resolution Target |
|---|---|---|---|
| P1 — Critical | System down, no workaround | 4 hours | 24 hours |
| P2 — High | Major feature impacted | 8 hours | 48 hours |
| P3 — Medium | Minor issue, workaround available | 1 Business Day | 5 Business Days |
| P4 — Low | Enhancement or cosmetic | 2 Business Days | Per roadmap |
"Response" means acknowledgement and commencement of investigation. "Resolution" means the issue is fixed or a reasonable workaround is provided. Resolution targets are best-effort, not guaranteed, unless otherwise specified in the SOW.
ON shall provide at least 72 hours advance written notice for scheduled maintenance, conducted during off-peak hours (Saturdays, or weekdays after 8:00 PM MST). Emergency maintenance may be performed with shorter notice if necessary to prevent data loss or security breaches.
If monthly uptime falls below 99.5%:
Credits are the sole and exclusive remedy for downtime. Credits cannot exceed 20% of the affected month's fees and do not carry over.
All data provided by Client, and all data generated from Client's use of the Services ("Client Data"), remains the sole and exclusive property of the Client. ON shall not access, use, copy, or share Client Data except as strictly necessary to perform the Services. ON shall not use Client Data to train its AI models unless Client provides explicit prior written consent.
ON retains all rights, title, and interest in its proprietary technology, including but not limited to:
Nothing in this Agreement grants Client any ownership interest in ON's platform IP. Client receives a non-exclusive, non-transferable, non-sublicensable license to use the Services during the term of this Agreement, solely for Client's internal business purposes.
Client shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, or architecture of the Services; (b) create derivative works based on the Services; (c) benchmark the Services against competing products without ON's written consent; or (d) access the Services to build a competitive product.
Custom configurations, integrations, dashboards, and reports created specifically for Client ("Custom Deliverables") shall be licensed to Client under a perpetual, non-exclusive, non-transferable license, effective upon full payment. ON retains ownership of all Custom Deliverables and may reuse the underlying techniques, methods, and non-confidential elements in its work for other clients.
If Client provides suggestions, feature requests, or feedback regarding the Services, ON may use such feedback freely without obligation or compensation to Client. Client hereby assigns to ON all right, title, and interest in such feedback.
"Confidential Information" means all non-public information disclosed by either party ("Discloser") to the other ("Recipient"), whether orally, in writing, or electronically, including: business plans, financial data, technical specifications, algorithms, source code, Client Data, client lists, pricing, and trade secrets.
The Recipient shall: (a) hold Confidential Information in strict confidence; (b) use it only for the purposes of this Agreement; (c) protect it with at least the same degree of care used for its own confidential information, but no less than reasonable care; (d) restrict access to employees and contractors who need to know and are bound by confidentiality obligations no less protective than these.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was known to the Recipient prior to disclosure; (c) is independently developed without use of Confidential Information; (d) is received from a third party without obligation of confidentiality; or (e) is required to be disclosed by law, regulation, or court order, provided that prompt notice is given to the Discloser and the Recipient cooperates to limit the scope of disclosure.
Both parties shall comply with the Personal Information Protection Act, S.A. 2003, c. P-6.5 ("PIPA") and, where applicable, the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5 ("PIPEDA"), in their handling of personal information. ON shall implement and maintain administrative, technical, and physical safeguards appropriate to the sensitivity of Client Data.
Confidentiality obligations survive termination of this Agreement for five (5) years. Obligations relating to trade secrets survive for as long as the information qualifies as a trade secret under applicable law.
ON's total aggregate liability under this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the lesser of: (a) the total fees actually paid by Client in the twelve (12) months preceding the first event giving rise to the claim; or (b) $250,000 CAD.
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY.
The limitations in Sections 7.1 and 7.2 shall not apply to: (a) Client's payment obligations; (b) either party's indemnification obligations under Section 7.4; (c) liability arising from a party's gross negligence, wilful misconduct, or fraud; (d) breach of Section 5 (IP) or Section 6 (Confidentiality).
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." ON DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Either party may terminate this Agreement upon thirty (30) days written notice if the other party materially breaches any provision and fails to cure such breach within the notice period. If the breach is incapable of cure, termination is effective immediately upon delivery of notice.
Either party may terminate this Agreement without cause upon ninety (90) days written notice. Client shall pay all fees for Services rendered through the effective date of termination, plus any committed costs that ON has incurred.
ON may terminate immediately if: (a) Client fails to pay any amount within 60 days of the due date; (b) Client becomes insolvent or files for protection under the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, or the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36; or (c) Client breaches Section 5.3 (reverse engineering).
Unless otherwise agreed in a SOW, all Client Data shall be hosted on servers located in Canada. ON shall not transfer Client Data outside of Canada without Client's prior written consent. Where Client Data is hosted on third-party cloud infrastructure (e.g., Google Cloud Platform, AWS), ON shall ensure the cloud provider maintains Canadian data residency certification.
ON shall implement and maintain security measures consistent with industry best practices, including:
ON shall notify Client of any confirmed data breach affecting Client Data within 72 hours of discovery, in accordance with PIPA breach notification requirements (Section 34.1 of PIPA). Notification shall include: (a) nature and scope of breach; (b) data affected; (c) remedial actions taken; (d) contact for further information.
ON shall perform automated daily backups of Client Data with 30-day retention. Backups are encrypted and stored in a geographically separate Canadian facility.
This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Alberta, sitting in Edmonton.
Disputes shall first be submitted to good faith negotiation for 30 days. If unresolved, either party may submit the dispute to mediation in Edmonton, Alberta, administered by the ADR Institute of Alberta. If mediation fails, either party may pursue arbitration under the Arbitration Act, R.S.A. 2000, c. A-43, or litigation in the Court of King's Bench of Alberta.
ON shall maintain, at its cost, the following insurance during the term:
ON shall provide certificates of insurance upon Client's reasonable request.
Neither party shall be liable for failure to perform due to circumstances beyond its reasonable control, including: natural disasters, pandemics, government actions, war, terrorism, strikes, power outages, internet or telecommunications failures, or third-party cloud provider outages. The affected party shall provide prompt notice and use reasonable efforts to mitigate. If force majeure continues for more than 90 days, either party may terminate upon written notice.
Client may not assign this Agreement without ON's prior written consent. ON may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all of ON's assets, provided the assignee assumes all obligations.
This Agreement, together with all SOWs and Change Orders, constitutes the entire agreement between the parties. No prior or contemporaneous oral or written representations shall be binding unless incorporated herein.
All notices shall be in writing and delivered by personal delivery, registered mail, or email with delivery confirmation. Electronic notice is valid per the Electronic Transactions Act, S.A. 2001, c. E-5.5.
This Agreement may be executed in counterparts, including electronic signatures per the Electronic Transactions Act, S.A. 2001, c. E-5.5.
Neither party shall make disparaging statements about the other party or its products, services, or personnel. This obligation survives termination for two (2) years.
Client acknowledges that the Services require active, ongoing participation from Client's personnel. The integration, configuration, and optimization of AI systems cannot succeed without timely provision of data, access credentials, business rules, and domain expertise from Client. Client shall:
ON shall not deploy any update, configuration change, or new feature to Client's production environment without prior Client authorization, subject to the following process:
| Request Type | Client Response Window | If No Response |
|---|---|---|
| Data/Access Request | 5 Business Days | Timeline extension per Section 11.5 |
| Deliverable Approval | 3 Business Days | Deemed approved |
| Configuration Decision | 3 Business Days | ON proceeds with best professional judgment |
| Change Order Approval | 5 Business Days | Change order deferred |
| Critical/Security Issue | 24 hours | ON proceeds with protective action |
If Client Champion is unresponsive for more than two (2) consecutive request cycles, ON may escalate to Client's executive leadership. If no response is received within an additional five (5) Business Days, ON may invoke its rights under Section 13 (Client-Caused Delays).
All timelines and milestones set out in any SOW are contingent upon Client meeting its cooperation obligations under this Section 11. For each Business Day that Client is late in providing required data, access, approvals, or personnel, the relevant milestone deadline is automatically extended by one (1) Business Day, without constituting a breach by ON.
At the commencement of each SOW, Client shall select one of three Engagement Authority Levels. The selected Level determines the degree of autonomy granted to ON in performing the Services. Client may change its Authority Level upon 30 days written notice.
| Level | ON Authority | Client Requirement | Best For |
|---|---|---|---|
| Guided | ON proposes; Client approves every change, update, and deployment before execution | High — Client must respond within all response windows; no deemed approvals | Cautious clients, first 90 days, sensitive data |
| Managed | ON executes routine updates (bug fixes, performance, minor config) autonomously; major features, integrations, and structural changes require Client approval | Medium — Client reviews weekly summary reports and approves major changes | Established engagements, most clients |
| Full Authority | ON has full discretion to deploy, configure, and optimize the Services; Client receives monthly reports and post-deployment notifications | Low — Client reviews monthly reports and provides strategic direction quarterly | Trust-based relationships, mature deployments |
If Client does not specify an Authority Level, the engagement shall default to Managed.
Regardless of the selected Authority Level, ON shall always require explicit Client approval before:
Client acknowledges that AI implementation is a collaborative process requiring active and timely participation from both parties. ON cannot be held responsible for project delays, suboptimal outcomes, or failed deployments that result from Client's failure to meet its obligations under this Agreement.
A "Client-Caused Delay" occurs when Client fails to:
If a Client-Caused Delay occurs:
If Client-Caused Delays exceed thirty (30) cumulative Business Days within any six (6) month period:
If Client's actions or omissions (including unauthorized modifications to the Services, provision of inaccurate data, failure to follow ON's implementation guidance, or unauthorized third-party access) cause damage to the Services, Client's systems, or Client Data:
ON commits to always providing alternative solutions, workarounds, and recommendations when obstacles arise — whether caused by technical limitations, Client constraints, or external factors. ON's obligation is to present viable paths forward; Client's obligation is to engage with those solutions in good faith and within the response windows established herein. ON shall document all solutions offered and Client's responses thereto.