Terms of Service

1. Agreement

By accessing birchcup.life or contacting BirchCup, you agree to these Terms and our Privacy Policy. If you do not agree, do not use the site. Separate written agreements (statements of work, master services agreements, or software licences) prevail where they conflict with these Terms for paid engagements.

2. Services description

BirchCup provides AI clarity infrastructure, data vessel software, and professional services related to contained intelligence. “Cup” and “pour” refer exclusively to data containment and export metaphors—not food, beverages, or physical goods. Nothing on this site constitutes legal, financial, or regulated professional advice unless expressly agreed in writing.

3. Website use

You may use the website for lawful purposes only. You must not attempt unauthorized access, introduce malware, scrape content at scale without permission, or misrepresent affiliation with BirchCup. Content, trademarks, and visuals are owned by BirchCup or licensors and may not be copied except as permitted by law or written consent.

4. Professional engagements

Services are described on birchcup.life for general information. Binding scopes, deliverables, fees in CAD, acceptance criteria, and timelines are set out in signed agreements. Estimates on the website are non-binding until confirmed in writing.

5. Fees and payment

Unless otherwise stated in a contract, fees are quoted and invoiced in Canadian dollars (CAD). Applicable GST/HST will be charged where required. Payment terms are net thirty (30) days from invoice date unless specified. Late amounts may accrue interest at 1.5% per month (18% per annum) or the maximum permitted by law, whichever is lower.

6. Client responsibilities

Clients provide timely access to systems, stakeholders, and accurate information necessary for vessel design and implementation. Clients remain responsible for their underlying data, lawful bases for processing personal information under PIPEDA, and decisions made from AI outputs poured from vessels.

7. Intellectual property

BirchCup retains ownership of pre-existing tools, frameworks, vessel templates, and documentation. Client-specific deliverables and custom configurations are allocated as set out in the governing agreement—typically client ownership of bespoke integrations upon full payment, with BirchCup retaining general know-how and non-client-specific improvements.

8. Confidentiality

Each party will protect the other’s confidential information using reasonable care and use it only for the engagement. Confidentiality survives termination as specified in the governing agreement or for three (3) years where no period is stated.

9. Warranties and disclaimers

Except as expressly stated in a signed agreement, the website and any demonstration vessels are provided “as is” without warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, or non-infringement. BirchCup does not warrant uninterrupted or error-free operation of third-party models or platforms integrated with vessels.

10. Limitation of liability

To the maximum extent permitted by applicable law, BirchCup’s aggregate liability arising from these Terms or website use shall not exceed one hundred Canadian dollars (CAD $100) for website-only claims, or the fees paid in the twelve (12) months preceding the claim for contracted services, whichever is greater. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, including lost profits or data, except where such exclusion is prohibited by law.

11. Indemnity

You agree to indemnify BirchCup against claims arising from your misuse of the site, violation of these Terms, or unlawful processing of personal information you supply to vessels, except to the extent caused by BirchCup’s gross negligence or wilful misconduct.

12. Privacy

Personal information is handled under PIPEDA as described in our Privacy Policy. Client data processed in vessels is governed by applicable data processing terms in project agreements.

13. Termination

We may suspend site access for violations of these Terms. Contracted services may be terminated as set out in the governing agreement. Provisions that by nature should survive (payment, confidentiality, liability limits, governing law) survive termination.

14. Governing law

These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict-of-law rules. The parties attorn to the exclusive jurisdiction of the courts in Calgary, Alberta, subject to mandatory consumer protections that cannot be waived.

15. Dispute resolution

Before commencing litigation, parties will attempt good-faith negotiation for thirty (30) days after written notice of a dispute. Either party may seek injunctive relief for intellectual property or confidentiality breaches without delay.

16. Force majeure

Neither party is liable for delay or failure due to events beyond reasonable control, including natural disasters, labour disputes, government actions, or widespread infrastructure outages, provided notice is given and reasonable efforts to resume performance are made.

17. Assignment

BirchCup may assign these Terms in connection with a merger or sale of substantially all assets. You may not assign without BirchCup’s prior written consent.

18. Entire agreement (website)

These Terms and the Privacy Policy constitute the entire agreement regarding public website use. Headings are for convenience only.

19. Contact

BirchCup Life Inc., 240 4th Avenue SW, Suite 850, Calgary, AB T2P 2H8, Canada. [email protected] | +1 403 555 6743 | BN 483729156RC0008.