Terms of Use

For the purposes of these Terms, the following definitions apply:

• "Company," "we," "us," or "our" refers to Alpha Makina, the AI proof of concept service provider operating this website.
• "Client" or "you" refers to the small or medium-sized business or individual engaging our services.
• "Proof of Concept" (PoC) means the scoped analysis, testing, and validation work we perform to assess the feasibility, profitability, and operational suitability of a proposed AI project for your business.
• "Project Brief" means the documentation and information you provide describing your proposed AI project, your current workflow, business goals, and relevant operational data.
• "Deliverable" means any written report, analysis, recommendation, or assessment provided to you upon completion of the PoC engagement.
• "Confidential Information" means any non-public business, operational, or technical information shared by either party in connection with an engagement.

We provide AI Proof of Concept services designed to help small and medium-sized businesses evaluate the viability of AI projects before committing to full implementation. Our services typically include:

• Intake consultation to understand your proposed AI project and business goals.
• Workflow analysis: documenting and reviewing your current processes that the AI solution is intended to replace or augment.
• Feasibility assessment: evaluating whether the proposed AI approach can realistically replicate or improve upon the documented workflow.
• Profitability analysis: estimating projected costs, savings, and return on investment of the proposed AI implementation.
• A written Proof of Concept report summarizing findings, conclusions, and recommendations.

Our services are strictly advisory and analytical in nature. We do not build, implement, deploy, or maintain AI systems as part of a standard PoC engagement unless explicitly agreed to in a separate written agreement.

The quality and accuracy of our PoC assessment depends on the information you provide. By engaging our services, you agree to:

• Provide accurate, complete, and timely information about your proposed AI project, business workflows, operational volumes, staffing, and relevant financial data.
• Respond promptly to requests for clarification or additional documentation during the engagement period.
• Designate a primary point of contact within your organization who has the authority to provide information and make decisions.
• Ensure that any information shared with us does not violate any third-party agreements, privacy obligations, or applicable laws.
• Notify us promptly if any information previously provided changes materially during the course of the engagement.

We treat all Client information as confidential. We will not disclose your Confidential Information to any third party except:

• With your prior written consent.
• To subcontractors or consultants engaged by us who are bound by equivalent confidentiality obligations and who require the information solely to perform services on your behalf.
• As required by applicable law, regulation, or court order, in which case we will provide reasonable prior notice where legally permitted.

Likewise, you agree to keep confidential any proprietary methodologies, frameworks, tools, or processes we share with you in the course of the engagement.

Confidentiality obligations survive termination of any engagement for a period of three (3) years, unless a separate Non-Disclosure Agreement specifies otherwise.

Client data: All information, data, and materials you provide to us remain your property. We acquire no ownership rights to your business information, processes, or data through the engagement.

Deliverables: Upon full payment of all fees owed, you are granted a non-exclusive, non-transferable license to use the PoC Deliverables we produce for your internal business purposes.

Our methodologies: All analytical frameworks, methodologies, tools, templates, and processes we use to conduct the PoC assessment are and remain our proprietary intellectual property. Nothing in these Terms grants you any rights to our underlying methods or systems.

Aggregate & anonymized insights: We reserve the right to use anonymized and aggregated insights derived from engagements (with all Client-identifying information removed) to improve our services and for general industry research.

Specifically, you acknowledge and agree that:

• A positive PoC assessment does not guarantee that a full AI implementation will be profitable, successful, or suitable for your business.
• A negative or inconclusive PoC result does not necessarily mean an AI project cannot work. It means it could not be validated under the conditions and information available.
• Our assessments reflect conditions at the time of engagement. Changes in technology, market conditions, staffing, regulations, or your business operations after the engagement may affect the validity of our conclusions.
• We do not provide legal, accounting, tax, or regulated financial advice. Any financial projections in our Deliverables are estimates and should be reviewed by your qualified advisors before making implementation decisions.

Fees for each engagement will be agreed upon in writing prior to the commencement of work. Unless otherwise specified in your service agreement:

• A deposit of 50% of the total engagement fee is due upon signing of the service agreement.
• The remaining balance is due upon delivery of the final PoC Deliverable.
• Invoices are payable within 14 days of issuance.
• Late payments are subject to interest at a rate of 1.5% per month on the outstanding balance.
• Fees are non-refundable once work has commenced, except as required by applicable consumer protection law.

We reserve the right to pause or suspend work on an engagement if payment obligations are not met on time.

We take the security of your business data seriously. We implement reasonable technical and organizational measures to protect Confidential Information you share with us from unauthorized access, disclosure, or loss.

Where your Project Brief includes personal data about your employees, customers, or other individuals, you represent and warrant that you have the legal authority to share that data with us for the purposes of the engagement, and that doing so complies with applicable privacy laws including, where relevant, PIPEDA (Canada), GDPR (European Union), or other applicable frameworks.

We will process personal data only to the extent necessary to perform the services agreed upon, and will not sell or share personal data with third parties for marketing purposes.

Our full Privacy Policy, available on this website, governs the collection and handling of personal information submitted through our website and client intake processes.

To the fullest extent permitted by applicable law:

• Our total liability to you arising out of or related to any engagement shall not exceed the total fees paid by you for that specific engagement.
• We are not liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, lost business opportunities, or losses arising from decisions made based on our PoC findings.
• We are not liable for losses arising from your failure to provide accurate or complete information during the engagement.

Nothing in these Terms limits liability that cannot be excluded or limited under applicable law, including liability for fraud or gross negligence.

You agree to indemnify, defend, and hold harmless the Company and its principals, employees, and contractors from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Your breach of these Terms.
• Your misrepresentation of information provided during an engagement.
• Your violation of any third-party rights, including intellectual property rights or privacy rights, in connection with information you share with us.
• Your use of our Deliverables in a manner inconsistent with these Terms or applicable law.

These Terms apply from the date you first engage our services and continue until all obligations under any active engagement are fulfilled.

Termination by Client: You may terminate an engagement at any time with written notice. You remain responsible for fees corresponding to work completed up to the date of termination, plus any non-cancellable costs incurred on your behalf.

Termination by Company: We may terminate an engagement with written notice if you breach these Terms and fail to remedy the breach within 10 business days of notice, or if you engage in conduct that makes continued collaboration impractical or unethical.

Provisions relating to confidentiality, intellectual property, limitation of liability, and indemnification survive termination.

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation within 30 days of written notice of the dispute. If negotiation is unsuccessful, the dispute shall be submitted to binding arbitration in Toronto, Ontario, administered under the rules of a mutually agreed arbitration body, before either party may pursue litigation.

Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction where urgent relief is necessary.

We reserve the right to update or modify these Terms at any time. When we do, we will update the Effective Date at the top of this page. For active engagements, material changes will be communicated to you directly and will not apply retroactively to the current engagement without your written consent.

Your continued use of our services after any posted update constitutes your acceptance of the revised Terms.

• Entire agreement: These Terms, together with any signed service agreement, constitute the entire agreement between you and us with respect to the subject matter herein and supersede all prior understandings, representations, or agreements.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.
• Waiver: Our failure to enforce any provision of these Terms shall not be construed as a waiver of that or any other provision.
• No agency: Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.
• Force majeure: Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, government actions, or disruptions to critical infrastructure.
• Notices: Formal notices under these Terms must be delivered in writing by email (with read receipt or written acknowledgment) or by courier to the addresses on file for each party.