Terms of Service

Hoardy, a brand of 11371096 Canada Inc.

1. These terms

These Terms of Service ("Terms") govern your use of hoardy.ai (the "Site") and, where we have not signed a separate written agreement with you, the services we provide.

The Site and the services are provided by 11371096 Canada Inc., operating as Hoardy ("Hoardy", "we", "us", "our"), a corporation registered in Canada with its registered office at 220 Missinnihe Way, Suite 1411, Mississauga, Ontario L5H 0A9.

By using the Site, submitting an enquiry, or engaging us, you agree to these Terms. If you are agreeing on behalf of a company or another organization, you confirm that you have the authority to bind it. If you do not agree with these Terms, do not use the Site or our services.

2. What we do

We are a software development and quality assurance studio. Our work includes AI and agentic software development, web and application development, product and experience design, quality assurance and testing, immersive and VR work, and technical strategy.

The scope of a specific engagement is described in a proposal, statement of work, or similar document ("SOW"). Where a signed SOW conflicts with these Terms, the SOW prevails for that engagement.

3. Enquiries, proposals, and estimates

Submitting an enquiry does not create a contract between us. We respond to enquiries on a best-efforts basis and we are not obliged to accept any engagement.

Proposals and estimates are valid for 30 days unless stated otherwise. Estimates are good-faith projections based on the information available to us at the time. They are not fixed prices and they are not guarantees of an outcome. Nothing published on the Site is an offer capable of acceptance.

4. Your responsibilities

Good work depends on timely input from you. You agree to:

• give us accurate information, and timely decisions, approvals, and feedback;
• provide the access, materials, credentials, environments, and people we need;
• make sure that anything you give us is yours to give, or that you have the rights needed for us to use it;
• keep your own backups of anything you send us; and
• name a person with authority to approve work on your side.

Delays, changes, or incomplete input caused by you may affect the timeline and the cost of an engagement.

5. Fees, invoices, and taxes

• Fees are set out in the SOW, whether fixed-fee, time and materials, or retainer.
• Unless the SOW says otherwise, invoices are due within 15 days of the invoice date.
• Amounts are in Canadian dollars unless the SOW says otherwise, and are exclusive of applicable taxes. We add GST, HST, QST, or other applicable taxes where the law requires.
• Pre-approved expenses are billed at cost with supporting receipts.
• Overdue amounts carry interest at 1.5% per month, or the highest rate permitted by law, whichever is lower.
• If an invoice is overdue, we may pause work and withhold deliverables until the account is brought current.
• Deposits and payments for work already performed are non-refundable, except where these Terms or applicable law require otherwise.

Nothing in these Terms removes a right that cannot be waived. If you are a consumer, Ontario's Consumer Protection Act, 2002 and other consumer protection laws may give you cancellation or other statutory rights, including a right to cancel certain agreements, and those rights apply regardless of these Terms.

6. Changes to the work

Changes are managed in writing. A change that affects scope, timeline, or cost is not effective until both sides agree to it in writing, and email is sufficient. Work that falls outside the agreed scope may be billed at our standard rates or handled through a change order.

7. Third-party services and open source

Our work often depends on third-party platforms, APIs, hosting, and open-source components. Those are governed by their own terms and licences and they are not under our control.

Where third-party costs are passed through to you, you pay them. If a third-party service changes, degrades, or is discontinued, we are not responsible for the consequences, though we will work with you on a reasonable alternative. Open-source components are provided to you under their respective licences.

8. AI-assisted work

We use modern tooling, including AI-assisted development and testing tools, because it lets us build and verify faster.

Where we do, a person reviews the work and remains accountable for it, and the same quality gates apply as on any other engagement: code review, testing, security checks, and performance budgets. We do not place your confidential information into public AI tools without your written approval.

AI systems can generate output that is inaccurate, incomplete, or similar to material that already exists elsewhere. We do not promise that AI-assisted output will be unique or free of third-party claims, and we rely on our review and testing process to catch problems before delivery. If you would prefer that we work without AI tooling on your project, tell us in writing and we will agree how that affects scope, timeline, and cost.

9. Intellectual property

• Your material stays yours. You keep all rights in the content, data, brand assets, and other materials you give us. You grant us a licence to use them only to perform the work.
• Deliverables transfer on payment. Once you have paid in full for an engagement, you own the deliverables we created for it, other than our pre-existing materials and third-party components.
• Our background materials. We keep ownership of our pre-existing materials, frameworks, templates, libraries, methods, and know-how, including anything we have developed or refined across projects. Where any of these are embedded in a deliverable, we grant you a non-exclusive, worldwide, perpetual, royalty-free licence to use them as part of that deliverable. We may continue to use our general skills and know-how on other work.
• Portfolio. Unless you tell us in writing not to, we may describe the engagement and show non-confidential screens or examples in our portfolio and marketing. We will not publish your confidential information.
• Third-party components. Open-source and third-party components keep their own licences, and your use of them is governed by those licences.

10. Confidentiality

Each of us will keep the other's confidential information confidential and use it only for the engagement. This does not apply to information that is already public through no fault of the receiving party, that the receiving party already held without a duty of confidence, that it develops independently, or that it must disclose by law, in which case it will give notice where it lawfully can.

These obligations continue for three years after an engagement ends, and continue indefinitely for trade secrets. Where we have signed a separate confidentiality agreement with you, that agreement governs to the extent of any conflict.

11. Warranties and disclaimers

We warrant that we will perform the services in a professional and workmanlike manner, consistent with industry standards for work of this kind.

Except for that warranty, and to the fullest extent the law allows, the Site and the deliverables are provided "as is", and we disclaim all other warranties, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Site will be uninterrupted, secure, or error-free, or that a deliverable will satisfy requirements we did not agree to in writing. We are not responsible for third-party services, for changes you or anyone else makes to a deliverable, or for use of a deliverable outside its intended purpose.

12. Limitation of liability

To the fullest extent the law allows:

• neither party is liable for indirect, incidental, special, punitive, or consequential damages, or for lost profits, revenue, data, goodwill, or business opportunity, even if that party was advised of the possibility;
• our total aggregate liability arising out of or relating to an engagement, whether in contract, tort including negligence, or otherwise, is limited to the greater of the fees you paid us for that engagement in the twelve months before the event giving rise to the claim, and ten thousand Canadian dollars.

Nothing in this section limits liability for fraud, wilful misconduct, gross negligence, breach of confidentiality, or any liability that cannot be limited or excluded by law, including rights that consumer protection legislation gives you.

13. Indemnity

You agree to indemnify and hold us harmless from claims, damages, and costs, including reasonable legal fees, arising from materials you provide to us, from your use of a deliverable in a manner we did not agree to, or from your breach of these Terms, including claims that your materials infringe the rights of someone else.

Subject to section 12, we agree to indemnify you against a claim that a deliverable we created for you infringes a third party's Canadian intellectual property rights, provided that you have complied with these Terms and you notify us promptly so that we can respond.

14. Suspension and termination

• Either of us may end an engagement for convenience with 30 days' written notice.
• Either of us may end an engagement immediately if the other commits a material breach that is not cured within 15 days of written notice, or becomes insolvent or unable to pay its debts.
• When an engagement ends, you pay for work performed and costs committed up to the termination date, and we hand over the completed deliverables that have been paid for.
• The provisions that by their nature should survive termination do survive, including payment obligations, confidentiality, intellectual property, warranty disclaimers, limitation of liability, indemnity, and governing law.

15. Governing law and jurisdiction

These Terms and any dispute arising out of or relating to them are governed by the laws of the Province of Ontario and the federal laws of Canada that apply in Ontario.

You and we submit to the exclusive jurisdiction of the courts of the Province of Ontario. Nothing in this section prevents either of us from seeking urgent injunctive or equitable relief from a court of competent jurisdiction.

16. General

• Entire agreement. These Terms, together with any SOW and any signed agreement between us such as a confidentiality agreement, are the entire agreement between us on their subject matter and replace any earlier discussion or understanding.
• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or as part of a merger, reorganization, or sale of assets.
• Severability. If any provision is found unenforceable, it will be modified to the minimum extent needed and the rest of these Terms remain in force.
• No waiver. If we do not enforce a provision on one occasion, that is not a waiver of it.
• Notices. Notices to us are valid if sent to contact@hoardy.ai or to our registered office. Notices to you are valid if sent to the email address you provide to us.
• Force majeure. Neither party is liable for a delay or failure caused by an event beyond its reasonable control.
• Independent contractor. We are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between us.

17. Contact

Hoardy, a brand of 11371096 Canada Inc. 220 Missinnihe Way, Suite 1411 Mississauga, Ontario L5H 0A9, Canada contact@hoardy.ai hoardy.ai/#contact