Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the website operated by Mohamed Khan, carrying on business as Inphira Automations (“Inphira,” “we,” “us,” or “our”), and the AI automation and workflow services we provide (“Services”). Inphira is based in Surrey, BC, Canada.

By accessing our website or engaging our Services, you (“you” or the “Client”) agree to these Terms. If you do not agree, do not use our website or Services.

Important — please read the Disclaimers, Limitation of Liability, and Indemnification sections carefully. They contain disclaimers about AI-generated outputs, a limitation of our liability, an exclusion of certain damages, and your obligation to indemnify us. These provisions allocate risk between us and are a fundamental basis of the price of our Services.

1. Relationship Between These Terms and a Client Agreement

These Terms set out the baseline conditions for using our website and Services. For specific engagements, we may enter into a separate written agreement, proposal, statement of work, or order (“Client Agreement”) with you that describes the scope, deliverables, fees, and timeline. If there is a conflict between a signed Client Agreement and these Terms, the signed Client Agreement governs for that engagement. Where there is no signed Client Agreement, these Terms govern the Services to the extent we provide them.

2. Definitions

• “Deliverables” means the specific automations, workflows, configurations, documentation, and other work product we create for you and identify as deliverables under a Client Agreement.
• “Client Data” means data, content, and materials you provide to us or make accessible to us, or that we process on your behalf, in connection with the Services, including any personal information contained in that data.
• “AI Outputs” means text, classifications, summaries, drafts, decisions, or other content generated by artificial intelligence or machine-learning systems used within the Services.
• “Inphira Materials” means our pre-existing and independently developed frameworks, methods, code libraries, templates, prompts, configurations, tools, and know-how, and any improvements to them, as further described below.
• “Third-Party Services” means software, platforms, APIs, and services provided by third parties that the Services use or connect to (for example, AI providers, automation platforms, CRMs, messaging and email tools, and cloud hosting).

3. Website Use

You may use our website only for lawful purposes and in accordance with these Terms. You agree not to: (a) use the website in any way that violates applicable law; (b) attempt to gain unauthorized access to the website or related systems; (c) interfere with or disrupt the website; or (d) use any automated means to access the website in a manner that sends more requests than a human could reasonably produce. We may modify, suspend, or discontinue the website at any time without notice.

4. Scope of Services, Statements of Work, and Change Orders

4.1 Scope. We will provide the Services described in the applicable Client Agreement. Anything not expressly included is out of scope.

4.2 Statements of work. A Client Agreement or statement of work will describe the agreed scope, deliverables, assumptions, dependencies, fees, and timeline.

4.3 Change orders. If you request work outside the agreed scope, or if a change in your requirements, systems, or Third-Party Services materially affects the work, we will document the change and any impact on fees and timeline in a written change order. We are not obligated to perform out-of-scope work until the change order is agreed in writing. Estimated timelines are good-faith estimates, not guarantees, and may be affected by your responsiveness, third-party dependencies, and factors outside our control.

5. Your Responsibilities

You are responsible for:

• providing accurate, complete, and lawful Client Data and access, and obtaining all consents, permissions, and rights necessary for us to process Client Data and build the Services;
• the configuration choices, business rules, and instructions you give us;
• maintaining your own accounts, credentials, and Third-Party Services, and complying with their terms;
• reviewing, testing, and validating all Deliverables and AI Outputs before relying on them or putting them into production (see the Human Review and Disclaimers sections); and
• your use of, and decisions made based on, the Deliverables and AI Outputs.

6. Human Review of Outputs

The Services and Deliverables are tools that assist your business; they are not a substitute for human judgment. AI Outputs and automated actions can be incorrect, incomplete, outdated, or unsuitable for a particular situation. You agree to maintain appropriate human review and oversight of the Deliverables and AI Outputs, especially before any output is sent to your customers, used to make decisions, or otherwise relied upon. You are solely responsible for implementing the level of review and safeguards appropriate to your business and risk tolerance.

7. Client Data and Data Protection

7.1 Your data. As between you and us, you own and are responsible for your Client Data. You grant us a limited, non-exclusive license to access, use, host, process, and transmit Client Data solely to provide, operate, support, and improve the Services for you, and as otherwise permitted by a Client Agreement or required by law.

7.2 Our role. With respect to Client Data, we act as your service provider (processor) and process Client Data on your behalf and under your instructions. You are the organization accountable to the individuals whose personal information is contained in Client Data. With respect to information we collect about website visitors and business contacts, we act as the controller. Our handling of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference.

7.3 Subprocessors and cross-border processing. You acknowledge and agree that we use Third-Party Services and subprocessors to deliver the Services, and that Client Data may be processed outside of Canada, including by AI providers and cloud infrastructure located in the United States and other countries, as described in our Privacy Policy. You are responsible for determining whether this is appropriate for your compliance obligations and for informing your own customers as required by applicable privacy law.

7.4 Consents and lawfulness. You represent that you have provided all required notices and obtained all consents and rights necessary for us to process Client Data as contemplated by the Services, and that your Client Data and your instructions do not violate applicable law or third-party rights.

8. Intellectual Property

8.1 Client ownership. Upon full payment of all applicable fees, you own the Deliverables created specifically for you and identified as Deliverables under the Client Agreement, together with your Client Data.

8.2 Our retained materials.We exclusively own and retain all right, title, and interest in the Inphira Materials — including our reusable frameworks, methodologies, source code, code libraries, templates, prompts, configurations, tools, and know-how — including any of the foregoing that we create, use, or improve in the course of providing the Services, and any general skills, techniques, and experience we develop. Nothing in these Terms transfers ownership of Inphira Materials to you.

8.3 License to Inphira Materials. To the extent any Inphira Materials are incorporated into or necessary to use the Deliverables, we grant you a perpetual, non-exclusive, non-transferable, worldwide license to use those Inphira Materials solely as part of, and to the extent necessary to use, the Deliverables for your internal business purposes. You may not separately resell, sublicense, or distribute the Inphira Materials on a standalone basis.

8.4 Feedback. If you provide suggestions or feedback, we may use it without restriction or obligation to you.

8.5 Third-party and open-source components. Deliverables may incorporate Third-Party Services and open-source components that are licensed under their own terms; those terms govern your use of those components.

9. Disclaimers — AI Outputs and “As-Is” Services

9.1 As-is.Except as expressly stated in a signed Client Agreement, the Services, Deliverables, and AI Outputs are provided “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by law, we disclaim all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, durability, title, and non-infringement.

9.2 AI-specific disclaimer.You understand and agree that AI and machine-learning systems are inherently probabilistic and can produce errors, inaccuracies, omissions, “hallucinated” or fabricated content, biased results, or outputs that are unsuitable for a particular purpose. We do not warrant or guarantee:

• the accuracy, completeness, reliability, or timeliness of any AI Output;
• that AI Outputs are fit for any particular purpose or will meet your requirements;
• that the Services, Deliverables, or AI Outputs will be uninterrupted, error-free, or free of harmful components; or
• any specific business outcome, result, performance, return, cost saving, revenue, or other benefit.

9.3 Not professional advice. The Services, Deliverables, and AI Outputs are tools and do not constitute legal, financial, accounting, tax, medical, professional, or other regulated advice, and must not be relied upon as such. You are responsible for obtaining your own professional advice and for reviewing outputs before relying on them.

9.4 Third-party dependencies. The Services depend on Third-Party Services that we do not control. We do not guarantee the availability, uptime, continuity, performance, security, pricing, or continued existence of any Third-Party Service, and we are not responsible for changes, deprecations, outages, rate limits, suspensions, or discontinuations by third parties, or for any resulting impact on the Services or Deliverables.

10. Limitation of Liability

10.1 Exclusion of indirect damages. To the maximum extent permitted by law, in no event will we be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, or anticipated savings, or for the cost of substitute services, arising out of or relating to the Services, Deliverables, AI Outputs, or these Terms, whether based in contract, tort (including negligence), strict liability, or otherwise, and whether or not we have been advised of the possibility of such damages.

10.2 Liability cap. To the maximum extent permitted by law, our total aggregate liability arising out of or relating to the Services, Deliverables, AI Outputs, our website, or these Terms will not exceed the total fees actually paid by you to us for the specific Services giving rise to the claim during the three (3) months immediately preceding the event that gave rise to the claim (or, where you have paid no fees, CAD $100).

10.3 Basis of the bargain. The disclaimers and limitations in these Terms reflect a reasonable allocation of risk and are a fundamental basis of the bargain between us. They apply even if a limited remedy fails of its essential purpose.

10.4 Limits that cannot be excluded. Some jurisdictions do not allow the exclusion or limitation of certain liabilities. Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for our fraud, fraudulent misrepresentation, or gross negligence to the extent it cannot lawfully be excluded.

11. Third-Party Services and Subprocessors

The Services use and connect to Third-Party Services and subprocessors, which may include AI providers (for example, Anthropic and OpenAI), automation and workflow platforms (for example, n8n), CRMs and messaging, email, scheduling, and spreadsheet tools, cloud hosting, and analytics providers. Your use of Third-Party Services may be subject to separate terms and fees between you and those providers. We are not responsible for Third-Party Services, and your relationship with those providers is solely between you and them, except as expressly stated in a Client Agreement.

12. Indemnification

You agree to defend, indemnify, and hold harmless Inphira and its owner, personnel, contractors, and affiliates from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Client Data you provide and our authorized processing of it, including any claim that the Client Data, or our use of it as instructed by you, infringes or misappropriates the rights of, or causes harm to, any third party, or violates applicable law (including privacy law); (b) your use of, deployment of, or reliance on the Deliverables and AI Outputs, including communications sent to or decisions affecting your customers; (c) your breach of these Terms or any Client Agreement; and (d) your violation of any applicable law or third-party right. We will promptly notify you of any claim and reasonably cooperate in the defense at your expense; you will not settle any claim in a way that imposes obligations on us without our prior written consent.

13. Confidentiality

Each party may receive non-public information of the other that is marked or reasonably understood to be confidential (“Confidential Information”). Confidential Information includes Client Data and the Inphira Materials. Each party agrees to: (a) use the other’s Confidential Information only to perform under, or exercise its rights under, these Terms and any Client Agreement; (b) protect it with at least reasonable care; and (c) not disclose it to third parties except to its personnel, contractors, and subprocessors who need it and are bound by confidentiality obligations, or as required by law (with reasonable advance notice where lawfully permitted). Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known without obligation before disclosure, is independently developed, or is rightfully received from a third party without restriction. These obligations survive termination.

14. Fees and Payment

14.1 Fees. Fees are as set out in the applicable Client Agreement, proposal, or invoice. Unless stated otherwise, fees are in Canadian dollars and exclusive of applicable taxes (including GST/PST), which you are responsible for paying.

14.2 Invoicing and payment. Unless a Client Agreement says otherwise, invoices are due within fifteen (15) days of the invoice date. We may require a deposit or milestone payments before starting or continuing work.

14.3 Late payment and suspension. Overdue amounts may accrue interest at 1.5% per month (or the maximum permitted by law, if lower), and we may suspend Services or withhold Deliverables until overdue amounts are paid. Ownership of Deliverables transfers only upon full payment.

14.4 Third-party costs. You are responsible for fees charged by Third-Party Services (for example, AI provider usage fees, platform subscriptions, and hosting), whether billed to you directly or passed through by us.

14.5 Non-payment. Except as required by law, fees paid are non-refundable once the corresponding work has been performed.

15. Term, Termination, and Suspension

15.1 Term. These Terms apply while you use our website or Services, and a Client Agreement applies for the term it states.

15.2 Termination for convenience.Either party may terminate an ongoing engagement on thirty (30) days’ written notice, unless a Client Agreement states otherwise. You remain responsible for fees for work performed and non-cancellable commitments incurred up to the effective date of termination.

15.3 Termination for cause. Either party may terminate immediately on written notice if the other party materially breaches these Terms or a Client Agreement and fails to cure the breach within fifteen (15) days of notice (or immediately, for breaches that cannot be cured). We may suspend or terminate immediately for non-payment or for use that poses a security, legal, or reputational risk.

15.4 Effect of termination. On termination, the licenses granted to you survive only for Deliverables for which you have paid in full. We will, at your request and in accordance with the Client Agreement, return or delete Client Data, subject to retention required by law or routine backups. Sections that by their nature should survive (including those addressing data, intellectual property, disclaimers, limitation of liability, indemnification, confidentiality, governing law, and general terms) survive termination.

15.5 Operation of automations after termination. Unless otherwise agreed, we are not obligated to host, operate, monitor, or maintain any automation or Deliverable after termination, and we are not responsible for the continued functioning of Deliverables that depend on Third-Party Services or on credentials, accounts, or infrastructure that we no longer manage.

16. Governing Law and Dispute Resolution

These Terms, and any dispute arising out of or relating to them, the website, or the Services, are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. You and we irrevocably submit to the exclusive jurisdiction of the courts located in British Columbia, Canada, and waive any objection to venue in those courts, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property.

17. General

17.1 Independent contractor. We are an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

17.2 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including Third-Party Service outages, internet or utility failures, acts of God, government action, or labor disturbances.

17.3 Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, or sale of all or substantially all of our assets.

17.4 Entire agreement. These Terms, together with any applicable Client Agreement and our Privacy Policy, are the entire agreement between you and us regarding their subject matter and supersede prior discussions.

17.5 Severability and waiver.If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions remain in effect. A party’s failure to enforce a provision is not a waiver.

17.6 Changes to these Terms.We may update these Terms from time to time. The “Last updated” date indicates the latest revision. Material changes will be posted on this page and, where appropriate, communicated to you. Continued use of the website or Services after changes take effect constitutes acceptance.

17.7 Notices. Notices to us may be sent to hello@inphira.ca. We may provide notices to you by email or by posting on the website.

18. Contact

Mohamed Khan, carrying on business as Inphira Automations, Surrey, BC, Canada. Email: hello@inphira.ca.

This document is provided for general information and does not constitute legal advice.