Terms of Service

These Terms of Service ("Terms") govern your use of the services provided by Foranco ("we," "us," "our"), including our platform, client portal, and all AI consulting, training, and development services delivered through them. By engaging our services or accessing the platform, you agree to these Terms.

Foranco provides AI adoption consulting, training, and custom AI build services to businesses. Services are delivered on your behalf and subject to your review and approval.

1. Services and Scope

Consulting Services: AI strategy assessments, readiness evaluations, and roadmapping as outlined in your service agreement or proposal.

Training Services: AI training workshops, courses, and enablement programs for your team.

Build Services: Custom AI solutions, workflow automation, and integrations developed for your specific business needs.

Scope of Work: The specific services, deliverables, and timelines for your engagement are defined in your proposal or service agreement. Work outside the agreed scope requires a written change order and may incur additional fees.

Revisions: Each deliverable includes up to two (2) rounds of revisions. Revision requests should be consolidated and submitted within 7 business days of receiving the deliverable. Additional revision rounds may be billed at our standard hourly rate. If no feedback is received within 7 business days, the deliverable is deemed approved.

We reserve the right to modify, update, or discontinue features of the platform at any time with reasonable notice.

2. Accounts

To use our services, you must:

• Provide accurate and complete business and contact information
• Be at least 18 years of age
• Have authority to bind your business to these Terms
• Keep your login credentials confidential

You are responsible for all activity under your account.

3. Client Approvals and Liability

This is a core term of our relationship.

All deliverables are presented to you for review and approval before deployment. By approving a deliverable, you:

• Confirm it is accurate, appropriate, and compliant with applicable laws
• Accept full responsibility for the approved deliverable once deployed
• Acknowledge that Foranco is not liable for any claims, damages, or regulatory penalties arising from deliverables you have reviewed and approved
• Confirm that any data or materials you provided were lawfully obtained

If no approval or feedback is received within 7 business days of delivery, the deliverable is deemed approved.

Foranco acts as a service provider executing work on your direction. You are the ultimate decision-maker on all deployed solutions and bear responsibility for ensuring they comply with your industry regulations and applicable laws.

4. Client Cooperation

Timely delivery of our services depends on your cooperation. You agree to:

• Designate a primary contact with authority to provide feedback and approvals
• Provide requested materials, data, account access, and information in a timely manner
• Respond to approval requests and feedback within 7 business days
• Ensure the accuracy of all information and materials you provide

If delays in our delivery result from your failure to provide timely feedback, approvals, or materials, project timelines will be extended accordingly.

5. AI-Powered Services

Our services use artificial intelligence to build solutions, analyze data, and execute tasks. You acknowledge that:

• AI-generated outputs may require your review and editing before use
• AI outputs are not guaranteed to be accurate, complete, or error-free
• You are responsible for reviewing and approving all AI-generated deliverables
• AI-generated content does not constitute professional legal, financial, medical, or regulatory advice
• Foranco is not liable for any consequences arising from your use of approved AI-generated deliverables

6. Your Content and Data

Your Ownership: You retain ownership of all materials, data, and content you provide to us. You also own the final approved deliverables we create for you, subject to payment in full.

Our License: You grant us a limited, non-exclusive license to use your materials solely to deliver the services. This license terminates when our service relationship ends.

Your Responsibility: You represent and warrant that all materials and data you provide to us are owned by you or that you have the right to use them, and that they do not infringe on any third party's rights.

7. Fees and Payment

Project Fees: Fees for consulting, training, and build services as outlined in your proposal or service agreement.

Retainer Fees: Monthly fees billed in advance at the start of each billing cycle, if applicable. Retainer fees are non-refundable for the current billing period.

Late Payments: Invoices not paid within 15 days of the due date may result in suspension of services. We reserve the right to charge interest of 2.5% per month on overdue amounts.

Third-Party Costs: Fees for third-party services (e.g., API costs, software licenses, hosting) are separate from Foranco fees and are your responsibility. We will obtain your approval before incurring any third-party costs on your behalf.

Price Changes: We will provide at least 30 days' notice of any changes to retainer fees.

8. Intellectual Property

Foranco Platform: All platform technology, tools, processes, templates, and methodologies remain the exclusive property of Foranco.

Deliverables: Upon full payment, you own the final approved deliverables created specifically for you. This does not include underlying templates, frameworks, or tools used to create them.

Pre-Existing IP: Each party retains ownership of their pre-existing intellectual property.

Portfolio Rights: You grant Foranco a non-exclusive, perpetual right to display deliverables created for you in our portfolio, website, case studies, and award submissions. We will not disclose confidential business metrics or data without your written consent. You may revoke this right at any time by written notice.

9. No Guarantee of Results

AI implementation involves inherent uncertainty. Foranco does not guarantee specific outcomes, including but not limited to cost savings, efficiency gains, revenue impact, or performance improvements. Any projections or estimates we provide are based on our experience and available data and are not guarantees.

10. Acceptable Use

You agree not to:

• Use our services for any unlawful purpose
• Provide false, misleading, or deceptive information
• Upload malicious code, viruses, or harmful content to the platform
• Attempt to access areas of the platform not intended for your use
• Resell, sublicense, or redistribute our services without written consent

11. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared during the engagement. This obligation survives termination for a period of two (2) years, except for trade secrets which remain confidential indefinitely.

12. Non-Solicitation

During the term of our engagement and for twelve (12) months following termination, neither party will directly solicit or hire employees or contractors of the other party who were involved in delivering or receiving the services.

13. Limitation of Liability

To the maximum extent permitted by law:

• Foranco's total liability for any claims arising from these Terms or our services is limited to the fees you paid to Foranco in the 3 months immediately preceding the claim
• Foranco is not liable for any indirect, incidental, consequential, special, or punitive damages
• Foranco is not liable for any damages arising from deliverables you approved or data you provided
• Our services are provided "as is" without warranties of any kind

14. Indemnification

You agree to indemnify, defend, and hold harmless Foranco and its owner, employees, and contractors from any claims, damages, losses, or expenses arising from:

• Deliverables you approved and deployed
• Data or materials you provided that were inaccurate, unlawful, or infringing
• Your breach of these Terms
• Any third-party claims related to your use of our services

15. Cancellation and Termination

Cancellation by You:

• Project services: May be cancelled before work begins for a full refund. Once work has commenced, fees are non-refundable, but you will receive all completed work to date.
• Ongoing retainer: Requires 30 days' written notice before the next billing cycle.

Cancellation by Us: We may suspend or terminate your account immediately if you breach these Terms and fail to remedy within 14 days of written notice, fail to pay fees within 30 days, or engage in conduct that harms our platform or reputation.

After Termination:

• We will provide your data and completed deliverables in a standard format upon request within 30 days
• Work in progress at the time of termination will be delivered in its current state
• Your data is deleted from our systems within 30 days of termination unless legally required to retain it
• Any outstanding fees remain due and payable

16. Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any disputes arising from these Terms will be resolved in the courts of Ontario.

17. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by email at least 30 days before they take effect.

18. General

• These Terms, together with our Privacy Policy and any service proposals or agreements, constitute the entire agreement between you and Foranco
• If any provision of these Terms is found unenforceable, the remaining provisions continue in effect
• Our failure to enforce any right does not waive that right
• You may not assign your rights under these Terms without our consent
• Notices should be sent to info@foranco.ca

19. Contact Us

If you have any questions about these Terms of Service, please contact us:

[Contact Name]
Foranco
[City], ON, Canada
info@foranco.ca