Terms of Service

These Terms of Service (“Terms”) form a legally binding agreement between Solutions LucentFlow Inc. (“LucentFlow”, “we”, “our”) and the client (“Client”, “you”, “your”) accessing our website, requesting services, or executing a Statement of Work (“SOW”).

By using our services, you agree to these Terms.

1. Definitions

• Affiliate: An entity controlling, controlled by, or under common control (≥50% voting rights).

• Client Content: Data, documents, and personal information provided for processing or integration.

• Deliverables: Outputs created under an SOW, such as scripts, workflows, or software.

• Personal Information: Data about an identifiable individual under Canadian privacy law.

• Services: Automation, AI, cloud, integration, support, and consulting services offered by LucentFlow.

2. Authority and Eligibility

2.1 Authority

You confirm that you have legal authority to bind your organization to these Terms.

2.2 Eligibility

LucentFlow services are offered exclusively for commercial and professional use. We do not serve individual consumers.

3. Changes to Terms

LucentFlow may modify these Terms by posting updates with a new effective date. Continued use after changes constitutes acceptance.

4. Website Use

4.1 Permitted Use

You may access and download publicly available materials for business purposes.

4.2 Prohibited Conduct

You agree not to:

• Attempt unauthorized system access;

• Disrupt our website or systems;

• Violate laws or third-party rights.

5. Service Engagement

5.1 Quotes and Orders

Quotes are valid for 30 days unless stated otherwise. Engagement begins when an SOW is signed by both parties.

5.2 Scope and Changes

Each SOW defines scope, deliverables, and timelines. Changes must be agreed to in writing.

5.3 Service Levels

Services are delivered Monday to Friday, 9:00 a.m. – 5:00 p.m. ET, unless agreed otherwise.

6. Fees and Payment

6.1 Invoicing

Invoices are issued monthly in arrears and payable within 30 days.

6.2 Late Payments

Overdue amounts accrue interest at the lesser of:

• 2% per month compounded (26.82% APR); or
• The maximum rate permitted by law.

6.3 Collection Costs

LucentFlow may recover reasonable costs for collecting unpaid amounts, including legal fees.

6.4 Disputes

Disputes must be reported within 15 days. Unchallenged amounts remain due on time.

6.5 Suspension for Non-Payment

We may suspend services if undisputed invoices remain unpaid 10 days after written notice.

7. Confidentiality

7.1 Obligations

Each party must protect confidential information and use it only as needed to perform under this agreement.

7.2 Exclusions

Information is not confidential if it:

• Becomes public without breach,

• Was already known,

• Is developed independently, or

• Is lawfully disclosed by a third party.

7.3 Legal Disclosure

Confidential information may be disclosed when legally required. Notice will be given if permitted.

7.4 Return or Destruction

Upon request or termination, confidential materials must be returned or securely destroyed, subject to backup limits.

8. Data Security and Residency

8.1 Security Program

LucentFlow maintains administrative, technical, and physical safeguards aligned with industry standards.

8.2 Data Residency

Client Content may be processed in Canada or the U.S. We minimize data retention where possible and delete data once deliverables are returned. Exceptions may be specified in an SOW.

9. Data Retention and Deletion

9.1 Default Retention

Client data is retained only as long as needed for service delivery or legal obligations.

9.2 Client Requests

Clients may request deletion or return of data. We will comply within 30 days unless legal retention applies.

9.3 Legal Conflicts

If deletion is restricted by law, access will be limited until deletion is allowed.

9.4 Residual Data

LucentFlow may retain anonymized, aggregated data for service improvement.

9.5 Survival

These obligations continue as long as LucentFlow retains Client Content.

10. Intellectual Property

10.1 LucentFlow IP

We retain all rights in our tools, platforms, and methods.

10.2 Client License

Upon full payment, the Client receives a non-exclusive, perpetual license to use deliverables internally.

10.3 License to LucentFlow

The Client grants LucentFlow a limited license to use Client Content to deliver services.

10.4 Feedback

LucentFlow may use feedback without restriction.

10.5 Third-Party Software

Any third-party software remains subject to its own license terms.

11. AI-Generated Content and Warranty

11.1 Definition

“AI Output” means any content generated by LucentFlow’s AI systems.

11.2 Warranty

We operate AI tools with care, monitor outputs, and will address material errors if requested.

11.3 Client Responsibilities

Clients must review and validate AI Output, especially if used in regulated or critical decisions.

11.4 Disclaimer

AI Output does not constitute legal or professional advice.

11.5 Warranty Limitations

No warranties beyond those expressly stated. Exclusions do not apply to gross negligence or non-waivable legal duties.

11.6 IP Infringement

If AI Output infringes third-party IP, LucentFlow may obtain licenses, replace, or modify the content.

11.7 Survival

These obligations survive while the Client uses any AI Output generated during the agreement.

12. Service Suspension

12.1 Grounds

LucentFlow may suspend services for:

• Uncured material breach (10-day notice),

• Legal compliance,

• Serious security/privacy risk, or

• Malicious or unlawful use.

12.2 Scope and Duration

Suspension will be limited and lifted once the issue is resolved.

12.3 Notice

Advance written notice will be given, unless immediate action is needed.

12.4 Data Access

Client data will be made available during suspension, unless prohibited by law.

12.5 Fees

Fees continue during suspension, unless LucentFlow caused the issue.

12.6 Termination Right

If suspended (excluding non-payment) for over 30 consecutive days, Client may terminate and receive a pro-rata refund.

12.7 Legal Remedies

This clause does not waive the right to seek damages or injunctive relief.

13. Security Incidents

Each party must promptly report any data breach and assist in mitigating damage.

14. Publicity

LucentFlow may use Client names and logos in marketing unless opted out in writing.

15. Term and Termination

15.1 Term

Each SOW remains active for its term and may auto-renew unless cancelled with 30 days’ notice.

15.2 Termination

• For convenience: With 30 days’ notice.

• For cause: If a breach is not cured within 15 days of written notice.

15.3 Post-Termination

All fees remain due. License rights only survive if fees are paid. Confidential data must be returned or deleted.

16. Warranty and Liability

16.1 Service Warranty

Services will meet professional standards consistent with the industry.

16.2 Disclaimer

No warranties beyond those expressly stated.

16.3 Liability Cap

Liability is limited to fees paid in the past six months.

16.4 Damages Exclusion

No liability for indirect, special, or consequential damages.

17. Third-Party Integrations

LucentFlow is not responsible for service issues caused by third-party platforms. Clients must follow third-party terms.

18. Force Majeure

Neither party is liable for failures caused by events beyond reasonable control. Prompt notice and mitigation required.

19. Notices

Send official notices to:

Solutions LucentFlow Inc.
236-410 rue Saint-Nicolas
Montreal, QC H2Y 2P5
📧 info@lucentflow.ca

20. Governing Law and Dispute Resolution

20.1 Governing Law

These Terms are governed by Québec law and applicable federal laws of Canada.

20.2 Dispute Resolution

Disputes must be negotiated in good faith for 30 days before litigation.

20.3 Jurisdiction

Parties submit to the courts of the judicial district of Montréal.

21. General Provisions

• Entire Agreement: Terms supersede prior agreements; hierarchy: (1) SOW, (2) DPA, (3) Terms.

• Severability: Invalid terms are replaced to reflect original intent.

• Waiver: Waivers must be in writing.

• Independent Contractors: The parties are not partners or employees.