The framework for how we work together.
These terms sit alongside your Optillium statements of work and proposals. They outline how we collaborate, protect data, manage payments, and handle the practical parts of delivery.
Last updated: December 15, 2024
Acceptance
- By using Optillium services you agree to these terms and the applicable statement of work or order form.
- We may update these terms periodically and communicate material changes in advance where appropriate.
- If you represent an organisation, you confirm that you have authority to bind it to these terms.
Services
- Optillium delivers AI automation, copilots, finance intelligence, LLM governance, and computer vision services as described in the relevant proposal or order form.
- Client responsibilities include providing timely access to systems, stakeholders, and subject-matter expertise.
- Any third-party software, hosting, or licences required for delivery remain the client’s responsibility unless stated otherwise.
Confidentiality and data
- Each party will protect the other’s confidential information with reasonable care and use it only for delivery purposes.
- The client retains ownership of data supplied, while Optillium retains ownership of methodologies, tooling, and pre-existing IP.
- Data handling follows our Privacy Policy and any security commitments documented in the engagement.
Fees and invoicing
- Fees, payment terms, and approved expenses are defined in the signed order form or statement of work.
- Late payments may incur finance charges or suspension of services after notice.
- Taxes, duties, and withholdings are the client’s responsibility unless exempt documentation is provided.
Warranties and liability
- We warrant that our services will be performed in a professional manner consistent with industry practice.
- Except as stated, services are provided as-is without implied warranties.
- Each party’s aggregate liability is limited to fees paid in the preceding 12 months, and neither party is liable for indirect or consequential damages.
Term, termination, and governing law
- Either party may terminate for material breach if not cured within 30 days, unless different terms are set out in the order form.
- Upon termination we provide reasonable assistance to transition deliverables, and outstanding fees remain payable.
- These terms are governed by the laws of Alberta, Canada unless otherwise agreed in writing.
Additional provisions
Certain obligations depend on the type of work and the project documents signed by both parties. These are the supporting provisions that most commonly matter in practice.
Service levels
Any uptime guarantees, response targets, or hypercare commitments are documented in the relevant work order rather than assumed globally.
Export compliance
Both parties agree to comply with applicable export, sanctions, and anti-corruption regulations relevant to the engagement.
Force majeure
Neither party is liable for delays caused by events beyond reasonable control such as natural disasters, network outages, or governmental actions.
Order of precedence
If there is a conflict between these terms and a signed statement of work, the signed project document controls for that engagement.
Need help?
Need a signed copy or a legal review?
Email [email protected] and your account team if you need executed paperwork, questionnaire responses, or local-law adjustments.
We can support MSA reviews, procurement workflows, and security or privacy appendix requests during onboarding.