Terms of Service

1. Acceptance of Terms

By accessing and using Adneura Labs services, you ("Client," "you," or "your") accept and agree to be bound by these Terms of Service and any applicable service agreements. If you do not agree to these terms, do not use our services.

These terms constitute a legally binding agreement between you and Adneura Labs ("we," "our," or "us").

2. Service Description

Adneura Labs provides custom software development services, including but not limited to:

• Custom Software Development: Tailored applications built from scratch for specific business needs
• Web Application Development: Full-stack web applications with modern frameworks and technologies
• AI/ML Integration: Integration of artificial intelligence and machine learning models into applications
• API Development & Integration: RESTful APIs, third-party service integrations, and microservices
• Database Design & Development: Database architecture, optimization, and data modeling
• Cloud Deployment & DevOps: Application deployment, CI/CD pipelines, and infrastructure setup
• Mobile-Responsive Development: Responsive user interfaces that work across all devices

Specific services, deliverables, timelines, and pricing are detailed in individual client agreements or statements of work.

3. Client Agreement & Data Authorization

3.1 Written Agreement Required

Before we process any client data, particularly data containing personally identifiable information (PII) or sensitive business information, both parties must execute a written client agreement that:

• Explicitly authorizes Adneura Labs to process client data
• Defines the scope of data processing activities
• Specifies security and compliance requirements
• Establishes liability and indemnification terms
• Addresses regulatory compliance (GDPR, CCPA, HIPAA, etc.)

3.2 Third-Party Services Authorization

Our services may utilize third-party services and APIs (including AI/ML services, cloud infrastructure, and other development tools) to deliver project requirements. By engaging our services, you:

• Acknowledge that project data may be transmitted to necessary third-party services
• Authorize us to share necessary data with these services for development and deployment
• Understand that third-party service costs (AI APIs, cloud hosting) are your responsibility
• Confirm that such sharing is permitted under your own agreements and applicable law

3.3 Regulatory Compliance Assessment

Client must inform us if their business is subject to specific data protection regulations:

• GDPR: If processing European Union resident data
• CCPA: If processing California resident data
• HIPAA: If processing protected health information (PHI) for healthcare entities
• Other Regulations: Any other applicable privacy or data protection laws

Failure to disclose regulatory requirements may result in non-compliant data processing, for which the Client bears responsibility.

3.4 HIPAA & Healthcare Clients

For healthcare clients (dental practices, clinics, medical offices) that process Protected Health Information (PHI):

• A Business Associate Agreement (BAA) must be executed before any PHI processing
• Client must explicitly request HIPAA-compliant services
• HIPAA-compliant configurations may require additional setup and costs
• Standard services are NOT HIPAA-compliant by default

Healthcare clients must contact us at support@adneura.ca with "HIPAA Services" in the subject line before engagement.

4. Pricing & Payment Terms

4.1 Retainer Pricing

Our standard pricing model includes monthly retainer packages:

• Starter Retainer: $1,899 CAD/month - Dedicated development capacity with priority support
• Professional Retainer: $2,999 CAD/month - Extended development capacity for growing businesses
• Retainers require 30 days notice for cancellation
• Cancellation takes effect at the end of the current billing period

4.2 Alternative Pricing Options

Additional pricing options available:

• Hourly Rate: $100 CAD/hour - For one-off tasks, small fixes, or consulting (no minimum)
• Project-Based: Custom fixed-price quotes based on scope and complexity

4.3 Third-Party Service Costs

Our pricing covers development work. The following costs are separate and billed directly to you:

• AI API usage fees (e.g., AI model credits for integrated services)
• Cloud hosting and infrastructure costs
• Third-party service subscriptions required for your project
• Domain registration and SSL certificates

We'll help you estimate and set up these costs during project onboarding.

4.4 Payment Terms

For project-based engagements, clients may choose between two payment schedules:

• 50/50 Split: 50% deposit required to begin work, remaining 50% due upon project completion
• Biweekly Payments: Equal payments every two weeks throughout the project duration

Additional payment terms:

• Monthly retainers billed at the beginning of each billing period
• Invoices are payable within 30 days unless otherwise agreed
• Late payments may incur interest charges of 1.5% per month
• We reserve the right to suspend services for non-payment

5. Project Deliverables & Timeline

Project scope, deliverables, and timelines are specified in individual service agreements. Typical timelines:

• Simple Projects: API integrations, small features - 1-3 days typical delivery
• Medium Projects: Landing pages, small web apps - 1-2 weeks typical delivery
• Complex Projects: Full web applications, AI integrations - 4-8 weeks typical delivery
• Custom Projects: Timeline specified in statement of work

Timelines are estimates and may be affected by project complexity, client responsiveness, and unforeseen technical challenges. We will communicate any delays promptly.

6. Client Responsibilities

Client is responsible for:

• Providing accurate and complete information about project requirements
• Disclosing all applicable regulatory requirements (GDPR, CCPA, HIPAA, etc.)
• Ensuring all provided data is properly licensed and authorized for processing
• Maintaining adequate client agreements that authorize data sharing with third parties
• Timely response to requests for information, feedback, and approvals
• Testing and validating delivered software solutions
• Backing up critical data before deployment
• Training staff on proper use of delivered solutions

7. Intellectual Property & Deliverables

7.1 Source Code & Documentation

Upon full payment, Client receives:

• Complete source code for all developed applications
• Technical documentation and setup instructions
• Configuration files and deployment guides
• Full ownership and commercial usage rights to delivered code

7.2 License Grant

Upon full payment, we grant Client a perpetual, worldwide, non-exclusive license to:

• Use, modify, and distribute delivered code within their organization
• Create derivative works based on delivered code
• Deploy and operate applications without ongoing license fees

7.3 Adneura Labs Retention Rights

We retain the right to:

• Use general techniques, concepts, and methodologies from the engagement
• Create anonymized case studies for marketing (with client approval)
• Reuse non-client-specific code components in future projects

We will not disclose client confidential information or use client-specific data without permission.

8. Data Processing & Security Obligations

Our data processing and security practices are governed by our Privacy Policy. Key commitments include:

• Processing client data only as authorized and necessary for service delivery
• Implementing appropriate technical and organizational security measures
• Using encrypted transmission for all data transfers
• Limiting data retention to necessary periods
• Executing required Data Processing Agreements (DPAs) or Business Associate Agreements (BAAs)
• Notifying Client of data breaches within required timeframes

9. Warranties & Disclaimers

9.1 Service Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• Delivered code will substantially conform to agreed specifications
• We have the right to grant licenses and rights described herein

9.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability, fitness for particular purpose, or non-infringement
• Guarantees of specific performance metrics or business results
• Guarantees of 100% accuracy in AI-powered features (where applicable)
• Warranties that software will be error-free or uninterrupted

9.3 AI/ML Processing Limitations

For projects involving AI/ML integration, Client acknowledges that:

• AI-powered features may not achieve 100% accuracy and may require human oversight
• Results depend on the quality and completeness of input data and model configuration
• AI models may produce different results for similar inputs
• Testing and validation are required before production deployment
• Third-party AI service availability and performance are outside our control

Client is responsible for validating AI outputs and implementing appropriate quality controls.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Indirect Damages: Adneura Labs shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, or business interruption
• Liability Cap: Our total aggregate liability shall not exceed the amount paid by Client for the specific services giving rise to the claim, or $10,000 CAD, whichever is less
• Third-Party Claims: We are not liable for claims arising from third-party services, APIs, or integrations

These limitations apply even if we have been advised of the possibility of such damages.

11. Indemnification

11.1 Client Indemnification

Client agrees to indemnify and hold harmless Adneura Labs from claims arising from:

• Client's use of delivered software solutions
• Client's violation of applicable laws or regulations
• Unauthorized data processing or privacy violations by Client
• Client's breach of these terms or the client agreement
• Claims that Client-provided materials infringe third-party rights

11.2 Adneura Labs Indemnification

We agree to indemnify Client from third-party claims that our delivered code (as originally provided) infringes intellectual property rights, subject to:

• Prompt written notice of the claim
• Full cooperation in defense
• Sole control of defense and settlement

12. Confidentiality

Both parties agree to maintain confidentiality of non-public information disclosed during the engagement. This obligation survives termination for 5 years.

Exceptions include information that: (a) becomes publicly available, (b) was already known, (c) is independently developed, or (d) must be disclosed by law.

13. Support & Maintenance

Post-delivery support is provided as specified in the service agreement:

• Retainer Clients: Ongoing support and updates included within monthly capacity
• Project-Based Clients: Support period specified in statement of work
• Extended Support: Available through retainer plans or hourly rates

After the initial support period, assistance is available through retainer packages or on a time-and-materials basis at our standard hourly rate.

14. Termination

14.1 Termination for Convenience

Either party may terminate with 30 days written notice. Client remains responsible for payment for work completed.

14.2 Termination for Cause

Either party may terminate immediately for material breach if the breach is not cured within 15 days of written notice.

14.3 Effect of Termination

Upon termination:

• Client must pay for all work completed through termination date
• We will deliver work-in-progress in its current state (upon payment)
• We will securely delete or return client data as specified
• Provisions regarding confidentiality, liability, and indemnification survive

15. Refund Policy

Due to the custom nature of our development services:

• All payments are generally considered final once work has begun
• Initial payments (deposits or first biweekly installments) are non-refundable after project commencement
• Monthly retainer payments are non-refundable but can be cancelled with 30 days notice
• Refunds may be considered only in exceptional circumstances (significant service failure, inability to deliver, etc.)

If you believe your situation qualifies for a refund, contact us at support@adneura.ca with a detailed explanation. We will review each request on a case-by-case basis.

16. Force Majeure

Neither party shall be liable for failure to perform due to circumstances beyond reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or failures of third-party services (including cloud providers and AI APIs).

17. Governing Law & Dispute Resolution

These terms are governed by the laws of the Province of Ontario, Canada, without regard to conflict of law principles. Disputes will be resolved through:

• Good faith negotiation between parties
• Mediation if negotiation fails
• Binding arbitration or litigation in Ontario courts as a last resort

18. General Provisions

18.1 Entire Agreement

These Terms, together with any executed client agreement or statement of work, constitute the entire agreement between the parties.

18.2 Amendments

We may update these terms periodically. Material changes will be communicated via email to active clients. Continued use after changes constitutes acceptance.

18.3 Severability

If any provision is found unenforceable, remaining provisions remain in full effect.

18.4 Assignment

Client may not assign these terms without our written consent. We may assign to affiliates or in connection with a merger or sale.

18.5 No Waiver

Failure to enforce any provision does not waive our right to enforce it later.

19. Contact Information

For all inquiries regarding these Terms of Service, privacy matters, legal questions, or HIPAA compliance:

Email: support@adneura.ca

Adneura Labs operates under the laws of Ontario, Canada.