These Terms of Service ("Terms") govern access to Infayra websites, client portals, and related services provided by Infayra Inc. ("Infayra"), an Ontario, Canada company. By registering, submitting a project or service request, accepting a quote, or making a payment, you agree to these Terms and our Privacy Policy. If you act on behalf of an organization, you represent that you have authority to bind that organization. These Terms are designed to comply with applicable Canadian, United States, and international commercial standards while protecting Infayra's legitimate business interests.
1. Services
Infayra provides AI agent development, business automation, custom SaaS, consulting, and related professional services as described in proposals, statements of work (SOWs), or order confirmations. Specific deliverables, timelines, fees, and support terms are defined in signed agreements that supplement these Terms.
2. Accounts & Acceptable Use
Portal users must provide accurate registration information and safeguard credentials. You may not misuse our systems, attempt unauthorized access, interfere with service integrity, upload malicious code, infringe intellectual property, or use services in violation of applicable Canadian, U.S., or international law.
2A. Acceptance, Quotes & Client Submissions
By checking the acceptance box at registration, when submitting a project request, booking a service or product, accepting a quote or offer, or initiating payment, you electronically agree to the then-current version of these Terms. Quote acceptance creates a binding order subject to these Terms and any written SOW. Project requests and booking submissions are non-binding until approved by Infayra in writing, but you warrant that information provided is accurate and that you have authority to proceed.
3. Fees & Payment
Fees are quoted in CAD or USD as specified in your agreement. Unless otherwise stated, invoices are due within thirty (30) days. Late payments may incur interest at the lesser of 1.5% per month or the maximum permitted by law. You are responsible for applicable taxes excluding taxes based on Infayra's net income. All payments are non-refundable except as expressly stated in a signed agreement or required by non-waivable consumer law.
4. Intellectual Property
Unless otherwise agreed in writing, Infayra retains ownership of pre-existing materials, frameworks, and tools. Upon full payment, clients receive the license or ownership rights specified in the applicable SOW. Client-provided materials remain the client's property. Each party warrants it has necessary rights to materials it supplies.
5. Confidentiality & Data
Each party will protect the other's confidential information using reasonable care and use it only for permitted purposes. Data processing for client projects is governed by applicable privacy laws and any data processing addendum executed between the parties.
6. Warranties & Disclaimer
Infayra warrants services will be performed in a professional manner consistent with industry standards. Except as expressly stated, services and websites are provided "as is" without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law.
7. Limitation of Liability
To the maximum extent permitted by applicable law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, data, or goodwill. Except for confidentiality breaches, payment obligations, or indemnification for third-party IP claims, each party's aggregate liability arising from these Terms or related services shall not exceed the fees paid or payable to Infayra in the twelve (12) months preceding the claim.
8. Indemnification
To the fullest extent permitted by law, you will indemnify, defend, and hold harmless Infayra, its officers, directors, employees, and contractors from claims, damages, losses, and expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) content or materials you provide; (c) your misuse of deliverables; or (d) violation of law or third-party rights. Infayra may assume exclusive defense of any matter subject to indemnification, and you will cooperate reasonably.
9. Governing Law & Disputes
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. For U.S. clients, mandatory consumer protections and statutes of your state of residence may apply where they cannot be waived. Parties agree to attempt good-faith resolution before litigation. Courts in Toronto, Ontario shall have exclusive jurisdiction, unless otherwise required by mandatory local law.
10. International Clients
Infayra serves clients in Canada, the United States, and internationally. Where local law grants non-waivable rights, those rights remain unaffected. Export and sanctions laws may restrict services in certain jurisdictions; you represent that you are not prohibited from receiving services under applicable trade controls.
11. Changes & Contact
We may update these Terms by posting a revised version with a new effective date. Material changes to portal users will be communicated where appropriate. Questions: legal@infayra.com | Infayra, Sector 15, Uttara, Dhaka, Bangladesh.