GemDevStudio — Terms of Service

1. Agreement to Terms

By accessing or using the website gemdevstudio.ca (the "Site") and any services offered by GemDev/Studio ("we", "our", "us"), you ("you", the "Client") agree to be bound by these Terms of Service (the "Terms"). If you do not agree to these Terms, please do not use our Site or services.

These Terms apply to all visitors of the Site as well as all clients and users of our services, unless otherwise provided in an individual project agreement.

2. Eligibility

The Site and our services are intended for persons aged eighteen (18) years or older acting in a professional or commercial capacity. By using the Site or engaging our services, you represent that you are at least 18 years of age and have the legal capacity to enter into a binding contract.

3. Description of Services

GemDev/Studio provides custom software development services, including but not limited to:

• AI-powered applications
• Web and mobile development
• AI consulting and automation strategy
• Integration of AI solutions into existing systems

The scope, deliverables, timelines, fees, and any other project-specific conditions are defined in individual project agreements between GemDev/Studio and the Client.

4. Project Agreements

4.1 Precedence of Project Agreements

Individual project engagements are governed by separate project agreements that outline scope, deliverables, timelines, payment terms, and other specific conditions. In the event of a conflict between these Terms and a project agreement, the project agreement takes precedence.

4.2 Change Process

Any changes to the scope, deliverables, or timelines of a project must be agreed upon in writing (including by email) by both parties before implementation. Changes may result in an adjustment to fees and timelines.

5. Payment Terms

5.1 General Terms

• Payment terms and schedules are defined in each project agreement.
• All prices are in Canadian dollars (CAD) unless otherwise specified.
• Applicable taxes (GST/QST) will be added to all invoices in accordance with applicable tax legislation.

5.2 Late Payments

• Invoices are payable within the time periods specified in the project agreement.
• Any payment delay of more than fifteen (15) days past the due date may result in the suspension of ongoing work until the outstanding balance is fully paid.
• GemDev/Studio reserves the right to charge late payment interest at a rate of one and a half percent (1.5%) per month on any outstanding balance, calculated from the due date.
• Suspension of work due to late payment does not modify the Client's payment obligations and may result in revised delivery timelines.

5.3 Refunds

Refund conditions, if any, are defined in each project agreement. In the absence of specific provisions, amounts paid for work already completed are non-refundable.

6. Intellectual Property

6.1 Site Content

All content on the Site, including text, graphics, logos, images, videos, animations, and source code, is the exclusive property of GemDev/Studio and is protected by Canadian and international copyright and intellectual property laws. You may not reproduce, distribute, modify, publicly display, or create derivative works from our content without our prior written authorization.

6.2 Client Work — Transfer of Ownership

Unless otherwise specified in a project agreement, clients receive full ownership of the custom code and deliverables created specifically for their project upon final payment of all amounts due. This transfer of ownership takes effect only upon full payment.

6.3 Rights Reserved by GemDev/Studio

Notwithstanding the transfer provided for in section 6.2, GemDev/Studio retains the following rights:

• The right to use general techniques, methodologies, knowledge, and know-how developed or refined during the project.
• The right to reuse non-proprietary components, open-source code libraries, and generic tools developed or used during the project.
• The right to include the project in its portfolio for promotional purposes, unless the Client objects in writing.

6.4 Client Content and Data

The Client retains full ownership of all content, data, trademarks, and materials provided to GemDev/Studio in connection with a project. The Client represents and warrants that they hold the necessary rights to the content provided and that such content does not infringe any third-party intellectual property rights.

7. Artificial Intelligence — Terms and Disclaimers

Given that artificial intelligence is at the core of many of our services, the following conditions apply:

7.1 Nature of AI Services

• AI solutions developed by GemDev/Studio rely on third-party technologies and services (including Anthropic, OpenAI, and other providers).
• The availability, performance, and features of AI services depend on these third-party providers and may be modified, interrupted, or discontinued without prior notice on their part.

7.2 Accuracy and Reliability

• Results, responses, and content generated by artificial intelligence are provided for informational purposes and do not constitute professional advice under any circumstances (legal, financial, medical, or otherwise).
• GemDev/Studio does not guarantee the accuracy, completeness, currency, or reliability of AI-generated results.
• It is the Client's responsibility to verify, validate, and review all AI-generated content before deploying, publishing, or relying on it for decision-making.

7.3 AI-Related Liability

• GemDev/Studio is not responsible for decisions made by the Client or end users based on AI-generated results.
• GemDev/Studio is not responsible for damages resulting from the interruption, modification, or cessation of AI services by a third-party provider.

8. Confidentiality

8.1 Mutual Commitment

Each party undertakes to treat as confidential all information of a confidential nature obtained from the other party in connection with the use of the Site, the submission of the discovery questionnaire, or the execution of a project, including commercial, technical, financial, and strategic information ("Confidential Information").

8.2 Obligations

Each party undertakes to:

• Not disclose the other party's Confidential Information to third parties without prior written consent.
• Use Confidential Information solely for the purposes for which it was communicated.
• Take reasonable measures to protect the confidentiality of Confidential Information.

8.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available without fault of the receiving party.
• Was already known to the receiving party before being communicated.
• Is legitimately obtained from a third party without a confidentiality obligation.
• Must be disclosed pursuant to a legal obligation or court order.

8.4 Duration

Confidentiality obligations survive the end of the contractual relationship for a period of two (2) years.

9. Limitation of Liability

9.1 Exclusions

To the maximum extent permitted by applicable law, GemDev/Studio shall in no event be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities
• Loss or corruption of data
• Business interruption
• Damages resulting from the use or inability to use our services
• Damages resulting from the inaccuracy or unreliability of AI-generated results
• Damages resulting from the interruption, modification, or cessation of services provided by third parties (hosting, AI, APIs)

9.2 Liability Cap

GemDev/Studio's total liability for any claim related to our services shall in no event exceed the total amount actually paid by the Client for the specific service giving rise to the claim during the twelve (12) months preceding the event.

9.3 Consumer Rights

The limitations and exclusions in this section apply to the maximum extent permitted by applicable law, including Quebec's Consumer Protection Act. Nothing in these Terms is intended to exclude or limit any right that the law does not permit to be excluded or limited.

10. Indemnification

The Client agrees to indemnify, defend, and hold harmless GemDev/Studio, its officers, employees, and subcontractors from any claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorney fees) arising from or related to:

• The Client's use of deliverables provided by GemDev/Studio, including their deployment, commissioning, and operation.
• Content, data, or materials provided by the Client to GemDev/Studio.
• Any breach of these Terms by the Client.
• Any infringement by the Client of intellectual property rights or any other third-party rights.
• The use by the Client's end users of solutions incorporating artificial intelligence features.

11. Termination and Cancellation

11.1 Termination by the Client

The Client may terminate an ongoing project by providing written notice to [email protected]. In the event of termination by the Client:

• The Client is required to pay for all work completed up to the date of termination, including work in progress.
• Amounts already paid for completed work are non-refundable.
• GemDev/Studio will deliver to the Client all deliverables completed as of the termination date, subject to full payment of all amounts due.

11.2 Termination by GemDev/Studio

GemDev/Studio reserves the right to terminate a project or suspend its services in the following situations:

• Payment delay of more than thirty (30) days past the due date.
• Material breach of these Terms or the project agreement by the Client.
• Inability to continue the project due to a force majeure event (see section 12).
• Abusive, threatening, or unreasonable behavior by the Client toward GemDev/Studio personnel.

In the event of termination by GemDev/Studio due to Client default, amounts already paid are non-refundable and the balance for work performed remains due.

11.3 Effects of Termination

Notwithstanding termination, the following sections of these Terms survive: Intellectual Property (section 6), Confidentiality (section 8), Limitation of Liability (section 9), Indemnification (section 10), and Governing Law (section 14).

12. Force Majeure

Neither party shall be held liable for any delay or failure in the performance of its obligations if such delay or failure results from a force majeure event, meaning an unforeseeable, irresistible event beyond the reasonable control of the affected party, including but not limited to:

• Natural disasters, pandemics, epidemics
• Wars, acts of terrorism, riots
• Power, telecommunications, or Internet outages
• Interruptions, modifications, or cessations of services provided by third-party providers (hosting, AI services, APIs, cloud platforms)
• Cyberattacks, cybersecurity incidents
• Adoption of new laws or regulations making performance impossible or impracticable
• Government or court orders

The affected party must notify the other party as soon as possible and take reasonable measures to mitigate the effects of the force majeure event. If the force majeure event persists for more than sixty (60) days, either party may terminate the project by written notice, with no liability other than payment for work already completed.

13. Dispute Resolution

13.1 Good Faith Negotiation

In the event of a dispute arising from these Terms or the execution of a project, the parties agree to attempt to resolve the dispute through good faith negotiation for a minimum period of thirty (30) days from written notification of the dispute.

13.2 Mediation

If the dispute is not resolved through negotiation within the prescribed period, the parties may agree to submit the dispute to mediation with an accredited mediator in Quebec, the costs of which shall be shared equally between the parties.

13.3 Courts

If the dispute is not resolved through negotiation or mediation, it shall be submitted to the exclusive jurisdiction of the courts of the Province of Quebec.

14. Governing Law

These Terms are governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein. In the event of any discrepancy between a French and an English version of these Terms, the French version shall prevail.

15. Warranty Disclaimer

The Site and our services are provided "as is" and "as available", without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Without limiting the foregoing, GemDev/Studio does not warrant that:

• The Site will be available on an uninterrupted, secure, or error-free basis.
• Results obtained from the use of our services, including AI-generated results, will be accurate, reliable, or complete.
• Defects will be corrected within a specific timeframe.

The limitations in this section apply to the maximum extent permitted by applicable law.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable project agreement, constitute the entire agreement between you and GemDev/Studio regarding the use of the Site and our services.

16.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

16.3 Waiver

GemDev/Studio's failure to exercise or delay in exercising any right under these Terms does not constitute a waiver of that right.

16.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without the prior written consent of GemDev/Studio. GemDev/Studio may assign its rights and obligations at any time without your consent.

17. Changes to Terms

We reserve the right to modify these Terms at any time. In the event of changes:

• Changes will be posted on this page with a revised "Last updated" date.
• For substantial changes, a notice will be prominently displayed on the Site.
• Your continued use of the Site after changes are posted constitutes acceptance of the updated Terms.

18. Contact Us

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

GemDev/Studio
Email: [email protected]
Website: gemdevstudio.ca
Quebec, Canada