Terms of Service

1. Who these terms are with

These Terms of Service are between you (or the business you represent) and Upiphany AI Inc. ("Upiphany", "we", "us"). By using upiphany.ai, submitting a form, or engaging us for services, you accept them. If you're accepting on behalf of a company, you confirm you're authorised to bind it.

2. What we do

We provide business services which may include operations and automation systems, CRM and lead-handling builds, website and dashboard development, bid intake and submission support, post-award project administration, and material sourcing and supply coordination. Not every service is offered to every client. What we're actually doing for you is defined in your engagement scope.

3. Engagements and scope

Each engagement is set out in a written proposal, statement of work or order confirmation (the "Scope"). The Scope defines deliverables, timelines, fees, exclusions and any assumptions. Where the Scope conflicts with these terms, the Scope governs for that engagement.

Work outside the Scope is not included. We'll tell you before doing it and agree the cost in writing first.

4. Quotes for material

Prices we quote for material are indicative until confirmed in a written order, and are subject to supplier availability, current freight and duty rates, and currency movement. Lead times are estimates based on information available when quoted, not guarantees. Where a delivery date is critical, say so and we'll confirm in writing whether we can commit to it.

Quantities are your responsibility. We price what you give us. We don't verify takeoffs, perform measurement, or assume responsibility for shortfalls or overages arising from quantities you supply.

5. Bid and submission support

Where we assist with tenders and bid packages, you remain the bidder and remain responsible for the content, pricing, compliance and submission of your bid. We provide administrative and coordination support and, where agreed, review packages against tender documents. We do not guarantee that a bid will be compliant, accepted, or successful, and we are not liable for a bid that is disqualified, late or unsuccessful.

6. Fees, deposits and payment

• Fees are stated in the Scope. Unless stated otherwise, monthly fees are billed in advance and are due on receipt.
• Currency: amounts shown on this site are in US dollars (USD) unless the Scope says otherwise. Taxes are additional where applicable.
• Deposits reserve capacity and are applied against your first invoice.
• Payments are processed by Stripe. We don't store card details.
• Late amounts may accrue interest at 1.5% per month, and we may pause work on overdue accounts after notice.

Deposit refunds

Where a deposit is described as refundable at 90%, that means: if, after the initial discovery conversation, both parties agree in writing that the engagement is not a fit, we refund 90% of the deposit and retain 10% to cover discovery time and payment processing. This applies before delivery work begins. Once delivery has started, the deposit is non-refundable and is credited against fees.

7. Term and cancellation

Unless the Scope states a fixed or minimum term, engagements run month to month. Either party may cancel with 30 days’ written notice. Fees for the current billing period are not pro-rated or refunded. On cancellation we'll hand over credentials, exports and documentation for work completed and paid for.

8. Your responsibilities

• Give us timely access to accounts, systems and information we need. Delays on your side move timelines.
• Make sure you're entitled to give us any data, drawings, documents or credentials you provide.
• Nominate one person empowered to make decisions and give approvals.
• Review and approve deliverables within a reasonable period.
• Keep your own backups of business-critical data.

9. Ownership

You own what we build for you: your accounts, phone numbers, domains, website, workflows, data and content, on payment of amounts due. We assign to you all rights in bespoke deliverables produced specifically for you.

We keep ownership of our own pre-existing methods, templates, frameworks, internal tooling and know-how, including anything we develop generally in the course of our work that isn't specific to you. We grant you a perpetual, non-exclusive licence to use those elements to the extent they're embedded in your deliverables.

We may describe the nature of the work in general terms as a reference. We will not name you or disclose your figures without written permission.

10. Confidentiality

Each party will keep the other's non-public information confidential, use it only for the engagement, and protect it with at least reasonable care. This includes your pricing, takeoffs, tender packages, supplier relationships and client lists. These obligations continue for three years after the engagement ends, and indefinitely for anything that qualifies as a trade secret.

11. Third-party services

Our work commonly runs on third-party platforms, including HighLevel, Make.com, n8n, Google, Meta, Stripe and various AI and hosting providers. Those platforms have their own terms, pricing and availability, and you may need your own accounts and subscriptions. We are not responsible for outages, pricing changes, policy changes or discontinuation by third parties, though we will work with you to adapt.

12. Acceptable use

You agree not to use our services or anything we build to send unlawful communications, to breach CASL, CAN-SPAM, TCPA or carrier messaging rules, to process data you have no right to process, or for any unlawful purpose. You are responsible for the lawfulness of the messages you send from systems we build. We may suspend work for breach of this section.

13. No guarantee of results

We commit to competent, professional delivery of the Scope. We do not guarantee any specific business outcome: revenue, lead volume, win rate, savings or growth. Any figures, examples or timelines discussed are illustrative, depend on factors outside our control, and are not promises.

14. Warranties and disclaimer

We warrant that we'll perform services with reasonable skill and care, consistent with industry practice. Except as expressly stated, services and the site are provided "as is", and we disclaim all other warranties to the extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

15. Limitation of liability

To the maximum extent permitted by law:

• Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or business interruption.
• Our total aggregate liability arising out of or relating to the services is limited to the fees you paid us in the three months immediately before the event giving rise to the claim.

Nothing here limits liability that cannot be limited by law, including fraud, or death or personal injury caused by negligence.

16. Indemnity

You will indemnify us against third-party claims arising from content, data or instructions you provide, from your use of deliverables in breach of section 12, or from your breach of these terms.

17. Governing law

These terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable in it. The parties submit to the exclusive jurisdiction of the courts of that province, and agree to attempt good-faith resolution in writing before commencing proceedings.

18. General

• Independent contractor. We are an independent contractor, not your employee, partner or agent, and have no authority to bind you.
• Subcontractors. We may use subcontractors and remain responsible for their work.
• Non-solicitation. During an engagement and for 12 months after, neither party will directly solicit the other's personnel involved in the engagement. General advertising is fine.
• Force majeure. Neither party is liable for delay caused by events beyond reasonable control, including shipping, customs, carrier and supplier disruption.
• Assignment. Neither party may assign without the other's written consent, except to a successor of substantially all its business.
• Severability. If a provision is unenforceable, the rest stands.
• Entire agreement. These terms plus your Scope are the whole agreement and replace prior discussions.

19. Text messages (A2P / SMS)

These terms apply to any SMS programme we operate for or with you:

• Messages are sent only to numbers that have consented. Frequency is periodic and depends on your interactions with us.
• Standard message and data rates may apply to outgoing and incoming messages, depending on your carrier and plan.
• Reply STOP or OUT to unsubscribe; you'll get one confirmation and nothing after. Rejoin by signing up again the same way.
• Reply HELP for help, or contact [email protected] / (825) 600-5597.
• Mobile opt-in data and consent are never shared, sold or rented to third parties or affiliates for their marketing.
• Carriers are not liable for delayed or undelivered messages.

See our Privacy Policy for how we handle this information.

20. Changes

We may update these terms. The effective date at the top changes when we do. Continued use of the site or services after a change means you accept the updated terms. Changes do not alter the Scope of an engagement already underway without written agreement.

21. Contact

Upiphany AI Inc.
102, 9333 47 St NW
Edmonton, AB T6B 2R7
[email protected] · (825) 600-5597