Terms of Service

1. Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity you represent, and Axiah Lab Inc., a Canadian corporation doing business as Axiah Lab. By accessing or using our website located at www.axiahlab.lat, by engaging our professional services, by submitting any inquiry through our website, or by otherwise interacting with our organization in the course of business, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and all terms incorporated by reference herein.

If you do not agree to these terms in their entirety, you are expressly prohibited from using our website and must discontinue use immediately. Your continued use of the website or services following the posting of revised Terms of Service constitutes your acceptance of the revised terms. We recommend that you periodically review these Terms of Service to remain informed of any changes that may affect your rights or obligations under this agreement.

By accepting these terms, you represent and warrant that you are at least eighteen years of age (or the age of majority in Quebec, whichever is higher), that you have the legal capacity to enter into a binding agreement, and that if you are accepting these terms on behalf of a company, organization, government entity, or other legal person, you have full authority to bind that entity to these terms and have obtained all necessary internal approvals required to do so.

2. Definitions

For purposes of these Terms of Service: Client means any individual or entity that engages Axiah Lab to provide services pursuant to a separate written agreement or statement of work. Confidential Information means all non-public information disclosed by one party to the other in connection with the services, whether in written, oral, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential. Deliverables means all work product, reports, designs, code, documentation, diagrams, architectures, configurations, and other materials created by Axiah Lab. Services means computer systems design, architecture consulting, cloud infrastructure engineering, systems integration, cybersecurity, managed IT operations, and related professional services. Statement of Work or SOW means a written document executed by both parties defining scope, timeline, deliverables, milestones, acceptance criteria, and fees. Website means www.axiahlab.lat and all associated subdomains, pages, and content.

3. Description of Services

Axiah Lab provides enterprise-grade technology consulting and implementation services in the field of computer systems design and related services. Our service offerings include but are not limited to systems architecture and design, cloud infrastructure engineering, systems integration, cybersecurity engineering, managed IT operations, and digital transformation consulting. The specific scope, deliverables, timeline, acceptance criteria, and fees for any engagement are defined in a mutually executed SOW or service agreement between the parties. No binding service obligation arises from general website content, marketing materials, or preliminary consultations alone. We reserve the right to modify, suspend, or discontinue any aspect of our services at any time, with reasonable notice to affected clients. We also reserve the right to decline service to any individual or entity at our sole discretion, provided such declination does not violate applicable anti-discrimination laws including the Quebec Charter of Human Rights and Freedoms.

4. Website Use and Access

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use our website for your legitimate business purposes in accordance with these Terms of Service. You agree not to use the website for any unlawful purpose or in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use and enjoyment of the website. You agree not to attempt to gain unauthorized access to any portion of the website through hacking, password mining, automated scripts, or any other illegitimate means. You agree not to use any robot, spider, scraper, or other automated means to access the website for any purpose without our express prior written permission. You agree not to upload or transmit any viruses, worms, Trojan horses, or other malicious code. We reserve the right to monitor, investigate, and terminate access for violations.

5. Intellectual Property Rights

All content on this website is the exclusive property of Axiah Lab Inc. or its content suppliers and is protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property laws. The Axiah Lab name and marks are protected trademarks. Nothing on this website grants any license or right to use any trademark without our prior written permission. Any unauthorized use of our intellectual property is strictly prohibited and may result in legal action. Regarding deliverables created in the course of a service engagement, ownership and license rights are defined in the applicable SOW or service agreement. Unless otherwise specified, we retain ownership of all pre-existing intellectual property, methodologies, tools, frameworks, and know-how used in service delivery, and the Client retains ownership of its pre-existing intellectual property and data provided to us during the engagement.

6. Client Obligations and Responsibilities

Clients engaging our services agree to provide us with timely access to facilities, systems, personnel, and information reasonably required for us to perform the services defined in the applicable SOW. Clients agree to designate a primary point of contact with sufficient authority to make decisions and provide approvals necessary for the progression of the engagement. Clients are responsible for maintaining current backups of their data and systems prior to any migration, integration, or other transformative work performed by Axiah Lab, unless backup services are explicitly included in the scope. Clients are responsible for ensuring that their use of our services and deliverables complies with all applicable laws, regulations, and industry standards including Quebec-specific regulatory requirements where applicable.

7. Fees, Payment, and Billing

Fees for our services are set forth in the applicable SOW, service agreement, or proposal accepted by the Client. Fees may be structured as fixed-price project fees, time-and-materials billing at agreed hourly or daily rates, or recurring monthly fees for managed services engagements. Unless otherwise specified, all fees are stated in United States dollars and are exclusive of applicable taxes, including Canadian GST and Quebec QST where applicable, which will be added to invoices where required by law. Payment terms are specified in the applicable service agreement. For standard engagements, invoices are due net thirty days from the invoice date unless otherwise agreed in writing. Late payments may accrue interest at the rate of one and one-half percent per month or the maximum rate permitted by applicable law, whichever is lower. We reserve the right to suspend or terminate services for non-payment after providing reasonable notice and an opportunity to cure the outstanding balance.

8. Confidentiality

Each party agrees to hold in strict confidence all Confidential Information disclosed by the other party and to use such Confidential Information solely for the purpose of performing obligations or exercising rights under these Terms of Service and the applicable service agreement. Each party shall use at least the same degree of care to protect the other party's Confidential Information as it uses to protect its own information of similar sensitivity. Neither party shall disclose Confidential Information without prior written consent except to employees, contractors, and professional advisors with a legitimate need to know who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information excludes publicly available, previously possessed, independently developed, or rightfully obtained information. The duty of confidentiality survives termination of the service relationship for three years, or indefinitely for trade secrets and personally identifiable information under applicable law including Quebec's Act respecting the protection of trade secrets.

9. Warranties and Disclaimers

Axiah Lab warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. This warranty is valid for thirty days from service delivery. Remedy is re-performance or refund. EXCEPT AS EXPRESSLY STATED, ALL SERVICES AND WEBSITE CONTENT ARE PROVIDED AS-IS WITHOUT WARRANTIES OF ANY KIND. AXIAH LAB INC. DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, AXIAH LAB INC. SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION. AGGREGATE LIABILITY SHALL NOT EXCEED FEES PAID DURING THE TWELVE MONTHS PRECEDING THE CLAIM. THESE LIMITATIONS APPLY EVEN IF REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

11. Indemnification

You agree to indemnify and hold harmless Axiah Lab Inc., its affiliates, officers, directors, employees, and agents from claims arising from your violation of these terms, unauthorized use, or infringement of third-party rights.

12. Termination

We may terminate website access immediately for breach. Surviving provisions include ownership, disclaimers, indemnification, and liability limitations. Service engagement termination is governed by the applicable SOW. Either party may terminate for material breach if the breaching party fails to cure within thirty days following written notice.

13. Force Majeure

Neither party is liable for delays from causes beyond reasonable control including natural disasters, war, terrorism, epidemics, government orders, strikes, and telecommunications failures. If the event exceeds thirty days, either party may terminate affected services upon written notice.

14. Dispute Resolution

Disputes shall first be resolved through informal negotiation within sixty days. Unresolved disputes shall be submitted to binding arbitration administered by the ADR Institute of Canada under its Arbitration Rules, conducted by a single arbitrator in Montreal, Quebec. The arbitration shall be conducted in English and French as required by the parties. The award shall be final and binding. Either party may seek injunctive relief from competent courts. Disputes are resolved individually, not as class actions.

15. Governing Law and Jurisdiction

These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles. Subject to dispute resolution provisions, the parties consent to the exclusive jurisdiction of the courts of Quebec sitting in the judicial district of Terrebonne. The UN Convention on Contracts for the International Sale of Goods does not apply. These Terms are drawn up in English at the express request of the parties.

16. General Provisions

Entire Agreement: These Terms with applicable SOW and Privacy Policy constitute the entire agreement. Severability: Invalid provisions shall be modified or severed with remaining provisions continuing. Waiver: No waiver constitutes continuing waiver. Assignment: You may not assign without our consent; we may assign without restriction. Relationship: Parties are independent contractors. Language: The parties have expressly requested that this agreement and all related documents be drafted in English. Les parties ont expressement exige que cette convention et tous les documents connexes soient rediges en anglais. Notices: All notices in writing by email or certified mail.

17. Contact

AXIAH LAB INC.
39 135e Avenue
Saint-Hippolyte, QC J8A 2J2
Canada

Email: help@axiahlab.lat
Phone: +1 (484) 759-9750