Terms of Service.

The service

The Agensee provides managed AI services on dedicated hardware (the "Unit") installed in customer premises. Each subscription includes the leased Unit, the build and ongoing operation of one or more managed AI workflows ("Skills"), the enterprise licences the system depends on, and remote support from our team as specified in your service tier.

Subscription term

Subscriptions are billed monthly in advance unless you have elected annual prepayment. The minimum committed term is twenty-four months on all tiers. A thirty-six-month commitment qualifies for the published commitment discount, and annual prepayment qualifies for the published prepayment discount; the two discounts stack.

At the end of the committed term, the subscription continues on a month-to-month basis at the then-current rate unless either party gives sixty days' written notice of non-renewal.

Hardware lease

The Unit is leased to you for the term of your subscription. You agree to provide it with reasonable power, network access, and physical security commensurate with ordinary office equipment. You may not move, modify, decompile, or grant third-party access to the Unit without our written permission.

If the Unit fails through no fault of yours during the subscription term, we will replace it under AppleCare+ for Business at no charge. On subscription termination, the Unit is returned to us in working order or wiped to factory state under our supervision, at our election.

Scope of remote support

"Unlimited remote support" means support that we deliver remotely over our secure VPN, scoped to the configured Skills and the Unit itself. It does not extend to: building new Skills outside the bundled allocation (these are billed as add-ons per the published pricing); supporting third-party software not provisioned by us; on-site visits except by separate arrangement; or supporting individual end-user computers belonging to your team.

Acceptable use

You agree not to use the service to produce content that is unlawful, defamatory, harassing, or that infringes the rights of others; to attempt to bypass safety filters; to use the service in a manner inconsistent with the Anthropic enterprise terms that govern our Claude API usage; or to use the service to develop a directly competing product.

Fees, taxes, and pricing changes

All fees are payable in Canadian dollars and exclusive of applicable taxes. Quebec customers are charged GST and QST in addition to subscription and onboarding fees. We may adjust pricing annually, capped at CPI + 2%, with ninety days' written notice. Pricing changes do not apply to terms already prepaid.

Early termination

Either party may terminate for material uncured breach by the other after thirty days' written notice. If you terminate for convenience before the end of the minimum committed term, an early-termination fee equal to fifty per cent of the remaining monthly fees, plus return of the Unit, applies as your sole obligation. At the end of any termination, we export your Knowledge Base to you in a structured format at no additional charge.

Warranties and disclaimers

We warrant that we will perform the service with reasonable care and skill. Except as expressly stated, the service is provided on an "as is" basis. We do not warrant that AI-generated outputs will be free of errors, will fit a particular purpose, or will be a substitute for professional judgement; you remain responsible for reviewing outputs before relying on or sending them.

Limitation of liability

To the maximum extent permitted by law, each party's aggregate liability under or in connection with these terms is capped at the fees paid by you to us in the twelve months immediately preceding the event giving rise to the claim. Neither party is liable for indirect, incidental, special, or consequential damages, or for lost profits, revenue, or business opportunity. Nothing in this section limits liability for fraud, gross negligence, or any other liability that cannot be lawfully limited.

Indemnities

We will defend you against any third-party claim that the service as provided by us infringes that party's intellectual property rights, and will pay damages finally awarded by a court of competent jurisdiction, subject to the limitations in the previous section. You will defend us against any third-party claim arising out of your use of the service in breach of the acceptable-use section or your provision of materials to us that infringe a third party's rights.

Governing law and jurisdiction

These terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable in Quebec. The courts of Montreal have exclusive jurisdiction to settle any dispute arising out of or in connection with these terms, subject to the right of either party to seek interim relief in any court of competent jurisdiction.

Miscellaneous

These terms, together with your service contract and any Data Processing Agreement, are the entire agreement between us on this subject and supersede any prior understanding. If any provision is held to be unenforceable, the remainder of these terms continues in effect. Neither party may assign these terms without the other's written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.