Terms and Conditions

1. Definitions & Company Information

1.1 Key Definitions

• "Client" - The enterprise organization engaging BroadComms for AI solutions
• "Services" - AI consulting, implementation, development, and managed services
• "Deliverables" - Specific outputs, systems, and documentation provided
• "Implementation" - Deployment and configuration of AI solutions
• "IBM Technologies" - watsonx, Granite LLMs, and related IBM AI platforms
• "Confidential Information" - Proprietary business data, technical specifications, and strategic information
• "Project Scope" - Defined objectives, timeline, and deliverables in executed Statement of Work

2. Services Scope & Deliverables

2.1 Core Service Offerings

2.2 Service Delivery Model

• Project-Based: Fixed scope deliverables with defined timelines
• Managed Services: Ongoing support with monthly service commitments
• Consulting Retainer: Strategic advisory services with flexible engagement
• Hybrid Engagements: Combination of implementation and ongoing management

3. Client Obligations & Responsibilities

3.1 Client Responsibilities

• Access Provision: Timely access to systems, data, and personnel
• Technical Requirements: Meeting minimum infrastructure and security standards
• Data Quality: Providing clean, accurate, and representative data sets
• Stakeholder Engagement: Assigning qualified project team members
• Change Management: Supporting user adoption and organizational change
• Testing Participation: Active involvement in testing and validation phases
• Compliance Adherence: Maintaining regulatory and security compliance

3.2 Client-Provided Resources

• Subject matter experts and business process documentation
• Historical data and performance baselines
• IT infrastructure access and administrative privileges
• User feedback and testing participation
• Timely approval and decision-making authority

4. Payment Terms & Commercial Conditions

4.1 Payment Terms

• Invoice Terms: Net 30 days from invoice date
• Project Deposits: 25% deposit required for implementation projects over $25,000
• Milestone Payments: Payments tied to completed deliverables and client acceptance
• Late Payment: 1.5% monthly service charge on overdue amounts
• Currency: All fees quoted in Canadian Dollars (CAD) unless otherwise specified

4.2 Additional Costs

• IBM software licensing fees (passed through at cost)
• Third-party cloud infrastructure costs
• Travel expenses for on-site services (pre-approved)
• Additional training or support beyond contracted hours
• Change requests outside original project scope

4.3 Price Changes

Prices for ongoing services may be adjusted annually with 60 days written notice. Project-based work is fixed at contract signing unless scope changes are agreed upon.

5. Intellectual Property & Licensing

5.1 BroadComms Intellectual Property

• Methodologies: Proprietary AI implementation frameworks and best practices
• Code Libraries: Reusable software components and integration tools
• Documentation: Training materials, process guides, and technical documentation
• Improvements: Enhancements to existing intellectual property during engagements

5.2 Client-Specific Developments

• Custom Applications: Client owns custom AI applications developed specifically for their use
• Configurations: Client-specific system configurations and parameters
• Training Models: AI models trained on client data belong to client
• Business Logic: Client-specific business rules and processes

5.3 Third-Party Licensing

• IBM Technologies: Subject to IBM licensing terms and conditions
• Open Source Components: Subject to applicable open source licenses
• Commercial Software: Third-party licenses passed through to client

6. Data Security & Confidentiality

6.1 Data Protection Measures

• Encryption: AES-256 encryption for data at rest, TLS 1.3 for data in transit
• Access Controls: Multi-factor authentication and role-based access permissions
• Network Security: Firewalls, VPNs, and intrusion detection systems
• Monitoring: 24/7 security monitoring and incident response capabilities
• Backup & Recovery: Secure data backup and disaster recovery procedures

6.2 Confidentiality Obligations

• All client information treated as strictly confidential
• Non-disclosure agreements executed for all team members
• Data segregation and access controls for multi-client environments
• Secure disposal of data upon contract termination
• Annual security audits and compliance assessments

6.3 Data Processing Compliance

• GDPR Compliance: Full compliance for European data subjects
• PIPEDA Compliance: Canadian privacy law adherence
• Industry Standards: HIPAA, SOX, PCI-DSS as applicable
• Data Localization: Compliance with data residency requirements

7. Service Level Agreements (SLAs)

7.1 Support Hours

• Business Hours: Monday-Friday, 8:00 AM - 6:00 PM EST
• Extended Hours: Available for critical systems (additional fees apply)
• Emergency Support: 24/7 for production-critical issues
• Holiday Schedule: Reduced support during statutory holidays

7.2 Performance Metrics

• Monthly service level reporting
• System uptime and performance monitoring
• User satisfaction surveys
• Continuous improvement recommendations

8. Limitation of Liability & Warranties

8.1 Service Warranties

• Professional Standards: Services performed in accordance with industry best practices
• Skill and Care: Services delivered with reasonable skill and care
• Compliance: Services comply with applicable laws and regulations
• IBM Compatibility: Solutions compatible with supported IBM platforms

8.2 Warranty Disclaimers

• No warranty of specific business outcomes or ROI achievement
• No warranty of compatibility with unsupported third-party systems
• No warranty against changes in regulatory requirements
• AI/ML models subject to performance variations based on data quality

9. Indemnification & Risk Allocation

9.1 Client Indemnification

Client agrees to indemnify and hold BroadComms harmless from claims arising from:

• Client's use of services in violation of these terms
• Client's data, including accuracy, completeness, and legal right to use
• Integration with client's existing systems and third-party services
• Client's failure to implement recommended security measures
• Regulatory violations resulting from client's business practices

9.2 BroadComms Indemnification

BroadComms agrees to indemnify client from claims arising from:

• Infringement of third-party intellectual property rights by BroadComms proprietary solutions
• Gross negligence or willful misconduct by BroadComms personnel
• Breach of confidentiality obligations by BroadComms
• Violation of applicable data protection laws by BroadComms

10. Regulatory Compliance & Standards

10.1 Industry-Specific Compliance

10.2 General Compliance Standards

• ISO 27001: Information security management systems
• SOC 2 Type II: Security, availability, and confidentiality controls
• GDPR: European Union data protection regulation
• PIPEDA: Canadian Personal Information Protection and Electronic Documents Act
• CCPA/CPRA: California Consumer Privacy Act compliance

11. AI-Specific Terms & Conditions

11.1 AI Model Development & Training

• Data Requirements: Client responsible for providing representative, unbiased training data
• Model Performance: Performance targets based on data quality and quantity provided
• Bias Testing: Regular assessment and mitigation of algorithmic bias
• Model Versioning: Systematic tracking of model updates and performance changes
• Explainability: Documentation of AI decision-making processes where technically feasible

11.2 AI System Limitations

• AI systems require ongoing monitoring and maintenance
• Performance may degrade over time without proper data updates
• AI outputs should be validated by qualified human reviewers
• System performance depends on quality and representativeness of training data
• Regulatory changes may require model retraining or modification

11.3 Responsible AI Practices

• Regular fairness and bias assessments
• Transparent documentation of AI capabilities and limitations
• Human oversight and intervention capabilities
• Privacy-preserving machine learning techniques
• Compliance with emerging AI governance frameworks

12. IBM Partnership & Third-Party Services

12.1 IBM Technology Integration

• Licensing: IBM software licenses subject to IBM terms and conditions
• Support: BroadComms provides first-level support with IBM escalation available
• Updates: Regular updates and patches managed through IBM channels
• Training: BroadComms team maintains current IBM certifications
• Best Practices: Implementation follows IBM recommended architectures and patterns

12.2 Third-Party Service Providers

• Cloud infrastructure providers (AWS, Azure, IBM Cloud)
• Security and monitoring services
• Data integration and ETL tools
• Business intelligence and analytics platforms
• Industry-specific software and APIs

12.3 Third-Party Terms

Client acknowledges that third-party services are subject to their respective terms and conditions. BroadComms will assist with integration but cannot modify third-party terms or be liable for third-party service failures.

13. Termination & Transition

13.1 Termination Rights

• For Convenience: Either party may terminate with 60 days written notice
• For Cause: Immediate termination for material breach after 30-day cure period
• Insolvency: Automatic termination upon bankruptcy or insolvency
• Non-Payment: Termination after 30 days of payment default

13.2 Transition Responsibilities

• Knowledge Transfer: 30 days of transition support included
• Data Return: Secure return of all client data within 30 days
• Documentation Delivery: Complete technical documentation and access credentials
• Source Code Escrow: Custom code delivered to client upon final payment
• Third-Party Transfers: Assistance with transferring third-party service accounts

13.3 Survival Clauses

The following provisions survive termination: confidentiality obligations, intellectual property rights, limitation of liability, indemnification, and payment of outstanding fees.

14. Dispute Resolution & Governing Law

14.1 Dispute Resolution Process

1. Direct Negotiation: Good faith negotiations between designated representatives
2. Mediation: Binding mediation through recognized mediation service
3. Arbitration: Final binding arbitration under Ontario Arbitration Act
4. Courts: Ontario Superior Court jurisdiction for enforcement

14.2 Governing Law

• Jurisdiction: Province of Ontario, Canada
• Applicable Law: Laws of Ontario and Canada
• Language: English language governs interpretation
• International Clients: Conflicts of law rules may apply

14.3 Legal Compliance

Both parties agree to comply with all applicable laws, regulations, and industry standards in their respective jurisdictions.

15. General Provisions & Contact Information

15.1 Force Majeure

Neither party shall be liable for delays or failures due to events beyond reasonable control, including but not limited to natural disasters, government actions, labor disputes, or technology failures.

15.2 Assignment

These terms may not be assigned without written consent, except that BroadComms may assign to affiliates or in connection with a sale of business.

15.3 Severability

If any provision is found unenforceable, the remainder of the agreement remains in full force and effect.

15.4 Entire Agreement

These terms, together with executed Statements of Work, constitute the entire agreement between the parties.

15.5 Modifications

Modifications must be in writing and signed by authorized representatives of both parties.