Terms of Service

1. The agreement

These Terms of Service (the "Terms") govern your access to velocity-systems.eu (the "Site") and any professional engagement with 9512624 Canada Ltd., operating as Velocity Systems ("Velocity", "we", "us"). By using the Site or signing a statement of work with us, you accept these Terms.

Specific engagements are governed by a separate Statement of Work ("SOW") signed by both parties. If anything in a signed SOW conflicts with these Terms, the SOW prevails for that engagement.

2. What we do

Velocity designs, builds, and deploys custom AI agent systems for European funds, law firms, and regulated professional services. Typical deliverables include:

• Diagnostic workshops mapping workflows to agent opportunities
• Custom agent systems deployed on client infrastructure (on-premise or private EU cloud)
• Integrations with existing tools (document stores, CRMs, fund-admin platforms, Bloomberg, Slack, etc.)
• Handover, documentation, and optional ongoing support retainers

We do not sell shrink-wrapped SaaS. Every engagement is bespoke.

3. Diagnostic

Most engagements begin with a paid diagnostic (€5,000 fixed, two weeks). Deliverables are defined in the diagnostic SOW and typically include: two on-site sessions, a usable prototype built with your data, and a fixed-price build proposal. The diagnostic fee is deducted from a subsequent build if you proceed.

4. Build engagements

Build engagements are scoped and priced after the diagnostic. Each build SOW specifies:

• Scope and deliverables
• Milestones and acceptance criteria
• Fixed price and payment schedule
• Post-launch support period (30 days included by default)

5. Ownership of deliverables

You own what we build with you. On full payment of the relevant invoice, Velocity assigns to the client all right, title, and interest in the custom code, agent prompts, configuration files, and documentation created specifically for that engagement.

Velocity retains ownership of its pre-existing methodology, reusable tooling, frameworks, templates, and know-how. A perpetual, royalty-free license to use these components as embedded in the deliverable is granted to the client.

Third-party components (open-source libraries, model APIs, vendor services) remain governed by their respective licenses.

6. Client responsibilities

• Provide timely access to the systems required to deliver the engagement
• Nominate a point of contact empowered to make decisions
• Review and validate deliverables within the timelines set in the SOW
• Pay invoices on the agreed terms

7. Fees and payment

• All prices are in euros or U.S. dollars as specified in the SOW, exclusive of applicable taxes
• Standard payment terms: 50% on kick-off, 50% on delivery, net 15
• Retainers are invoiced monthly in advance
• Late payments accrue interest at 1.5% per month after the due date
• We may pause work on engagements with invoices overdue by more than 15 days

8. Confidentiality

Each party agrees to protect the confidential information of the other with the same degree of care it applies to its own, and in no event less than reasonable care. Confidential information may be used only to perform the engagement. A separate non-disclosure agreement may be signed at the client's request.

9. Data protection

Processing of personal data is governed by our Privacy Policy and, where applicable, a Data Processing Addendum ("DPA") executed alongside the SOW. Where Velocity acts as a processor under GDPR, Article 28 obligations apply.

10. Warranties

Velocity warrants that work will be performed in a professional manner consistent with industry standards and that deliverables will materially conform to the specifications in the SOW. For 30 days after acceptance, we will correct material defects at no additional cost.

Except as expressly stated, deliverables are provided "as is." AI model outputs are probabilistic; we do not warrant that they will be free of errors, omissions, or hallucinations. The client is responsible for human review of outputs before relying on them for regulated decisions.

11. Limitation of liability

To the maximum extent permitted by law, Velocity's aggregate liability arising out of or related to any engagement shall not exceed the total fees paid by the client to Velocity under the relevant SOW during the twelve (12) months preceding the event giving rise to the claim. Neither party is liable for indirect, incidental, consequential, or punitive damages, including lost profits or lost data.

Nothing in these Terms excludes liability that cannot be excluded under applicable law, including for gross negligence, wilful misconduct, or death and personal injury.

12. Term and termination

Either party may terminate a retainer on 30 days' written notice. Either party may terminate for material breach not cured within 15 days of notice. On termination, fees are due for work performed up to the termination date and the client's access to in-flight deliverables is preserved for export.

13. Force majeure

Neither party is liable for failure to perform caused by events beyond its reasonable control, including natural disasters, labour disputes, failure of public infrastructure, and prolonged outages of upstream AI model providers.

14. Governing law and disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties submit to the exclusive jurisdiction of the courts of Toronto, Ontario, subject to any mandatory consumer-protection rules applicable to users resident in the European Union.

Before initiating proceedings, the parties will attempt in good faith to resolve any dispute through escalated discussion between empowered representatives within 30 days.

15. Changes

We may update these Terms. Material changes will be communicated to active clients by email. The version in force for a given engagement is the one published on the Site on the date the SOW is signed, unless otherwise agreed in the SOW.

16. Contact

Questions about these Terms: david@velocity-systems.eu.