Terms of Use

1. Acceptance of Terms

By accessing and using the ConsultIA platform (the “Service”), operated by Neurixis Solutions Inc. (the “Company”), you agree to be bound by these Terms of Use (the “Terms”). If you do not agree to these Terms, please do not use the Service.

The Company reserves the right to amend these Terms at any time. Amendments come into force 30 days after their publication and email notification, except for urgent changes related to security or legal requirements.

2. Description of the Service

ConsultIA is an online platform that connects small and medium-sized enterprises (“SMEs”) with consultants specialized in artificial intelligence (“Consultants”). ConsultIA acts exclusively as an intermediary and does not itself provide consulting services.

3. Registration and Accounts

• You must be at least 18 years old to create an account.
• You are responsible for the accuracy of the information provided at registration.
• You are responsible for the confidentiality of your login credentials.
• The Company reserves the right to suspend or close any account that violates these Terms, with 7 days' notice except in case of serious violation.
• Consultant accounts are subject to a verification process and to the signing of the Independent Contractor Agreement. Providing false information results in immediate suspension.

4. SME Obligations

• To describe their needs honestly and accurately in the missions they post.
• To respond to proposals within a reasonable time (recommended: 5 business days).
• To make agreed payments according to the established terms.
• To validate or dispute deliveries within 10 business days of receipt. Absent a dispute within this period, funds are automatically released to the consultant.
• Not to contact consultants outside the platform in order to bypass commissions (see anti-circumvention clause, article 9).

5. Consultant Obligations

• To sign the Independent Contractor Agreement before any mission.
• To provide truthful information about their skills, experience and diplomas.
• To honour the commitments made in their accepted proposals.
• To deliver work of professional quality within the agreed timeframe.
• To maintain the confidentiality of client information.
• Not to solicit SME clients outside the platform (see anti-circumvention clause, article 9).
• To accept the 25% commission (plus applicable GST/QST) on all payments received through ConsultIA.

6. Payments, Commissions and Taxes

6.1 For SMEs

Registration and mission posting are free. SMEs only pay the amount agreed with the consultant. Applicable taxes (GST 5% and QST 9.975%) are added to the mission amount.

6.2 For Consultants

ConsultIA charges a 25% commission plus applicable GST/QST on the amount of each paid mission. The consultant receives 75% of the gross mission amount. The consultant is responsible for their own income tax filing and tax obligations.

6.3 Escrow

Payments are held in escrow through Stripe upon acceptance of a proposal. Funds are released to the consultant within 48 hours following: (a) explicit validation by the client SME; or (b) the expiry of the 10 business day period without dispute. Funds held in escrow are held by Stripe and do not constitute deposits with Neurixis Solutions Inc.

6.4 Refunds

In the event of a dispute, the Company may order a partial or full refund after investigation. The Company's decision on payment disputes is made in equity, without prejudice to the parties' right to bring the matter before the competent courts.

7. Intellectual Property

7.1 Mission deliverables

Unless expressly agreed otherwise in writing between the SME and the consultant, deliverables created as part of a mission (including source code, documents, designs and other creations) become the exclusive property of the client SME once full payment has been released to the consultant. During the escrow or dispute period, the IP remains that of the consultant.

7.2 Moral rights

Pursuant to the Copyright Act (R.S.C. 1985, c. C-42), moral rights are inalienable. The consultant waives the exercise of their moral rights in the transferred deliverables, to the extent permitted by law.

7.3 Non-infringement warranty

The consultant warrants that the deliverables do not infringe any third-party intellectual property rights and undertakes to indemnify the SME and the Company in the event of any infringement claim.

7.4 Platform content

The content of the ConsultIA platform (design, code, trademarks, editorial content) is the exclusive property of Neurixis Solutions Inc. and may not be reproduced without prior written authorization.

8. Prohibited Content

It is prohibited to post missions or proposals for:

• Any unlawful content or content infringing third-party rights.
• Non-consensual surveillance or espionage.
• Electoral manipulation or disinformation.
• Weapons or controlled dual-use technologies.
• Sexually explicit, hateful or discriminatory content.
• Any project aimed at circumventing applicable laws or regulations.

9. Anti-Circumvention Clause

SMEs and Consultants undertake not to contract directly with one another outside the platform for services initially discovered through ConsultIA, for a period of 24 months following the end of the last mission. In case of violation:

• A flat contractual penalty of CAD 5,000 is immediately due as liquidated damages.
• The Company reserves the right to suspend or close the accounts of the parties at fault.
• The Company reserves the right to claim the commission that would have been due on the circumvented services.

10. Dispute Resolution

In the event of a dispute between an SME and a consultant:

• Phase 1 — Amicable resolution: the parties have 7 days to resolve the dispute directly.
• Phase 2 — Mediation: if no agreement is reached, the Company may act as facilitator. The Company does not act as a neutral mediator and the parties are so informed.
• Phase 3 — Judicial recourse: the parties retain at all times their right to seize the competent courts of Quebec.

11. Limitation of Liability

ConsultIA acts solely as an intermediary. Within the limits permitted by applicable law, our total liability to you cannot exceed the amount of commissions collected on your transactions during the last 12 months.

This limitation does not apply in case of gross or intentional fault by the Company, pursuant to article 1474 of the Civil Code of Quebec.

12. Indemnification

You agree to indemnify and hold harmless Neurixis Solutions Inc., its directors, employees and agents, against any claim, loss, damage or expense (including reasonable legal fees) arising from: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of third-party rights; (d) the content you publish on the platform.

13. Force Majeure

Neither party will be held liable for any delay or failure to perform its obligations resulting from a force majeure event, as defined in article 1470 of the Civil Code of Quebec, including without limitation: natural disasters, infrastructure failures, cyberattacks, governmental decisions, pandemics. The affected party must notify the other party as soon as possible.

14. Termination

You may terminate your account at any time from your settings. The Company may suspend or close your account in case of violation of these Terms, with 7 days' notice except in case of serious violation. Ongoing missions and funds held in escrow will be handled in accordance with the applicable terms before the actual closing of the account.

15. Severability

If any provision of these Terms is declared invalid or unenforceable by a competent court, the remaining provisions shall remain in full force and effect.

16. Governing Law and Jurisdiction

These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein. Any dispute is submitted to the exclusive jurisdiction of the courts of the judicial district of Gatineau, Quebec.

17. Language

In case of any discrepancy between the French and English versions of these Terms, the French version shall prevail.

18. Contact

Company: Neurixis Solutions Inc.
Address: 43 Rue des Colibris, Val-des-Monts, Quebec, J8N 7C7
Email: legal@neurixis.ca

19. Disclaimer and Limitation of Liability

19.1 Intermediary role

Neurixis Solutions Inc. operates the ConsultIA platform as an intermediary connecting SMEs with independent consultants specialized in artificial intelligence. The Company does not itself provide consulting services, does not supervise the execution of missions and does not exercise any control over the working methods of the consultants.

19.2 Professional liability insurance

The Company strongly recommends that consultants take out professional liability insurance (Errors and Omissions). For missions exceeding CAD 10,000, proof of insurance may be required. It is the responsibility of client SMEs to verify the qualifications and references of consultants before engaging them.

19.3 Limitation of liability

Within the limits permitted by applicable law, the total liability of Neurixis Solutions Inc. to any user cannot exceed the amount of commissions collected on that user's transactions during the last 12 months. This limitation does not apply in case of gross or intentional fault (article 1474 of the Civil Code of Quebec).

19.4 Due diligence

Although ConsultIA verifies consultant profiles through an interview and a validation of references, this verification does not constitute a guarantee of competence, outcome or regulatory compliance. SMEs are responsible for their own due diligence.