Scope of Services

Opcelerate Neural Inc. ("Provider") agrees to provide the following AI-powered software platform and ongoing managed services to Sage Print & Sign ("Client"):

1. Custom AI Business Platform — Full-stack web application including product catalog, dynamic pricing engine, instant quote calculator, customer order pipeline, inventory management, AI chat agent, and administrative dashboard.
2. Managed Hosting & Deployment — Platform hosted on Netlify CDN with continuous deployment from version-controlled source code, SSL encryption, and 99.9% uptime target.
3. Dedicated AI Engineer — A named AI software engineer assigned to Client for ongoing development, same-day bug fixes, feature upgrades, and quarterly strategy consultations.
4. AI Chat Agent Operation — Configuration, training, and monitoring of an AI-powered customer support chat agent embedded in Client's platform.
5. Training & Documentation — 2-hour hands-on training session covering all platform modules, plus written documentation for Admin Panel, Quote Calculator, Order Management, and Inventory System.

Selected Plan & Pricing

Client has selected the Growth Plan (Option C), which includes the following financial terms:

Payment Terms

1. The Deployment Fee of $7,872.00 CAD is due within 7 business days of contract execution via e-transfer, wire transfer, or approved payment method.
2. Monthly retainer payments of $350.00 CAD begin on the 1st of the month following platform go-live on Client's custom domain.
3. Late payments (beyond 15 days overdue) are subject to a 2% monthly interest charge on the outstanding balance.
4. All prices are in Canadian Dollars (CAD) and are exclusive of applicable taxes (GST 5%).

Deliverables & Platform Modules

The platform delivered under this agreement includes the following modules, all of which are currently live at sageprint.netlify.app:

1. Public-facing website with product catalog (44+ products, 6 categories)
2. Dynamic quote calculator with DPI validation and file upload
3. Admin dashboard with pricing controls, competitor matching, analytics
4. Customer order pipeline with status tracking (New → In Production → Ready → Complete)
5. Inventory management system with low-stock alerts
6. AI chat agent (Sage) with product knowledge and quote capabilities
7. Google Reviews integration, mobile PWA support, and SEO optimization
8. Client portal with password-protected access

Service Level Agreement (SLA)

Intellectual Property

1. During the Agreement: Provider retains ownership of all source code, algorithms, designs, and documentation created under this agreement. Client receives a perpetual, non-exclusive license to use the platform for their business operations.
2. Code Ownership Transfer: After 24 consecutive months of uninterrupted service under this agreement, full ownership of all custom code, designs, and documentation specific to Client's platform transfers to Client at no additional cost.
3. Pre-existing IP: Provider retains ownership of all pre-existing frameworks, tools, libraries, and proprietary technologies used in building the platform. These remain licensed to Client for use within their platform.
4. Client Content: Client retains full ownership of all business content, product data, customer information, pricing data, and brand assets provided to Provider during the engagement.

Confidentiality

Both parties agree to maintain strict confidentiality of all proprietary business information, including but not limited to: pricing strategies, customer lists, financial data, technical architecture, source code, and business plans. This obligation survives termination of this agreement for a period of 2 years.

Data Protection & Privacy

1. All customer data processed through the platform remains stored in Canada and is subject to the Personal Information Protection Act (PIPA) of Alberta.
2. Provider implements SHA-256 password hashing, AES encryption standards, and follows WCAG accessibility guidelines.
3. Provider will not sell, share, or transfer Client's customer data to any third party without prior written consent.
4. Upon termination, Client may request a complete export of all data, which Provider will deliver within 14 business days.

Term & Termination

1. Initial Term: 12 months from the Effective Date.
2. Renewal: After the Initial Term, this agreement automatically renews on a month-to-month basis unless either party provides 30 days' written notice of termination.
3. Early Termination: Client may terminate during the Initial Term by paying the remaining monthly retainer balance (i.e., remaining months × $350.00).
4. Termination for Cause: Either party may terminate immediately upon material breach by the other party, provided the breaching party has been given 14 days' written notice and failed to cure the breach.
5. Upon Termination: Provider will deliver all Client content and data. If code ownership has not yet transferred (less than 24 months), Client retains their license to use the existing platform in its current state.

Limitation of Liability

Provider's total aggregate liability under this agreement shall not exceed the total fees paid by Client in the 12 months preceding any claim. Neither party shall be liable for indirect, incidental, special, or consequential damages, including loss of profits, revenue, or data, arising from this agreement.

General Provisions

1. Governing Law: This agreement is governed by the laws of the Province of Alberta, Canada.
2. Dispute Resolution: Any disputes shall first be addressed through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in Sherwood Park, Alberta.
3. Entire Agreement: This document constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements.
4. Amendments: This agreement may only be modified by written amendment signed by both parties.
5. Independent Contractor: Provider operates as an independent contractor. Nothing in this agreement creates an employment, partnership, or joint venture relationship.