1. Definitions
- "Client" means the organization or individual engaging GuildBuild for Services.
- "Services" means consulting, development, managed services, or other professional services described in a Statement of Work.
- "Deliverables" means the tangible work products created by GuildBuild for the Client, such as reports, dashboards, data models, code, or documentation.
- "Statement of Work" (SOW) means a signed document describing the scope, timeline, fees, and acceptance criteria for a specific engagement.
- "Confidential Information" means any non-public information disclosed by either party, including business data, technical information, pricing, and strategies.
- "Platform" means the Microsoft Azure cloud infrastructure used to host and deliver Services, with data centres located in Canada.
- "MAP Intelligence" means GuildBuild's managed pricing monitoring service that collects and analyzes publicly available retailer pricing data.
2. Scope of Services
GuildBuild provides professional consulting and managed services in business intelligence, data architecture, AI agent development, and analytics. Services are delivered as described in a signed Statement of Work.
Our service categories include:
- Consulting engagements — project-based work with defined deliverables and timelines (e.g., Microsoft Fabric migration, semantic model design, AI agent development)
- Managed services — ongoing operational support under a recurring agreement (e.g., MAP Intelligence pricing monitoring, database health, dashboard management, data science and forecasting)
Work not described in a signed SOW is out of scope. Changes to scope require written agreement from both parties.
3. Cloud Infrastructure & Data Residency
All client data and project work is hosted on Microsoft Azure, using the Canada Central (Toronto) data centre region. This means your data stays in Canada.
Microsoft Azure maintains the following certifications for its Canadian data centres:
- SOC 2 Type II (security, availability, processing integrity)
- ISO/IEC 27001:2022 (information security management)
- CSA STAR (Cloud Security Alliance)
- PIPEDA compliance attestation
- Canadian Centre for Cyber Security guidelines
GuildBuild does not transfer client data outside of Canada unless explicitly authorized in writing by the Client. For disaster recovery, data may be replicated to Azure Canada East (Quebec City) — still within Canadian borders.
4. Intellectual Property
4.1 Client Ownership of Deliverables
Upon full payment of all fees, the Client owns all Deliverables created specifically for their engagement. GuildBuild assigns all rights, title, and interest in custom Deliverables to the Client.
4.2 GuildBuild Pre-Existing IP
GuildBuild retains ownership of its pre-existing intellectual property — including methodologies, frameworks, templates, and reusable code libraries that existed before the engagement. Where pre-existing IP is incorporated into Deliverables, GuildBuild grants the Client a non-exclusive, perpetual, royalty-free licence to use it as part of the Deliverables.
4.3 Open-Source Components
If open-source software is used in Deliverables, GuildBuild will disclose the components and their licence terms in the project documentation.
5. Confidentiality
Both parties agree to protect the other's Confidential Information with the same care they use for their own confidential information, and at minimum, reasonable care.
5.1 What Is Not Confidential
- Information that is or becomes publicly available (without breach of this agreement)
- Information the receiving party already knew before disclosure
- Information independently developed without using the other party's Confidential Information
- Information received from a third party without confidentiality restrictions
5.2 Survival
Confidentiality obligations survive for three (3) years after the end of the engagement.
6. Data Protection & Privacy
GuildBuild handles personal information in accordance with PIPEDA and our Privacy Policy. Key commitments:
- Personal information is collected only for purposes identified and agreed upon
- Data is stored in Azure Canada Central — never outside Canadian borders without explicit consent
- In the event of a data breach affecting personal information, GuildBuild will notify the Client within 72 hours of becoming aware of the breach, as required by PIPEDA
- Upon termination, client data is returned or securely deleted within 30 days, at the Client's choice
- GuildBuild does not sell, rent, or share client data with third parties for marketing purposes
7. CASL Compliance
GuildBuild complies with Canada's Anti-Spam Legislation (CASL). We only send commercial electronic messages where we have express or implied consent. Every commercial message includes sender identification and an unsubscribe mechanism. To opt out, reply "Unsubscribe" to any email or contact us at contact@guildbuild.ca.
8. Service Levels (Managed Services)
For managed services agreements (such as MAP Intelligence, database health, and dashboard management), GuildBuild commits to the following service levels unless different terms are specified in the SOW:
| Metric | Target |
|---|
| Platform uptime (Azure-hosted services) | 99.5% monthly |
| Critical incident response | Within 4 business hours |
| Non-critical issue response | Within 1 business day |
| MAP Intelligence — pricing data scans | Up to 8 cycles per day (business days) |
| Reporting and business reviews | Quarterly |
Uptime excludes scheduled maintenance (communicated 48 hours in advance) and events outside GuildBuild's control (see Force Majeure).
9. Payment Terms
- Fees are as described in the signed Statement of Work
- Invoices are issued monthly or at milestones as specified in the SOW
- Payment is due within 30 days of the invoice date (Net-30)
- Late payments accrue interest at the rate prescribed by the Ontario Courts of Justice Act (currently the Bank of Canada rate + 2%)
- Reasonable, pre-approved expenses (travel, third-party licences) are invoiced at cost
- All fees are in Canadian Dollars (CAD) unless otherwise specified
10. Limitation of Liability
10.1 Aggregate Cap
GuildBuild's total liability for all claims arising from an engagement is limited to the fees paid by the Client in the twelve (12) months preceding the event giving rise to the claim.
10.2 Exclusion of Indirect Damages
Neither party is liable for indirect, incidental, special, consequential, or punitive damages — including lost profits, lost data, or business interruption — regardless of the cause of action or whether the possibility of such damages was foreseeable.
10.3 Exceptions
The limitations above do not apply to: (a) wilful misconduct or fraud; (b) breach of confidentiality obligations; or (c) intellectual property infringement indemnification.
11. Indemnification
Each party agrees to indemnify and hold harmless the other party from claims, losses, and expenses (including reasonable legal fees) arising from:
- Breach of this agreement by the indemnifying party
- Negligence or wilful misconduct of the indemnifying party
- Violation of applicable laws by the indemnifying party
GuildBuild additionally indemnifies the Client against third-party intellectual property infringement claims related to the Deliverables — provided the infringement is not caused by Client-supplied materials or Client modifications.
12. Term & Termination
12.1 Consulting Engagements
Consulting engagements run for the term specified in the SOW. Either party may terminate for convenience with 30 days' written notice. The Client pays for work completed up to the termination date.
12.2 Managed Services
Managed services renew automatically on the cadence specified in the SOW (typically annually). Either party may terminate with 60 days' written notice before a renewal date.
12.3 Termination for Cause
Either party may terminate immediately upon written notice if the other party materially breaches this agreement and fails to cure the breach within 30 days of receiving written notice.
12.4 Wind-Down
Upon termination, GuildBuild will: (a) deliver all completed Deliverables; (b) return or delete Client data within 30 days; (c) provide reasonable transition assistance for managed services (up to 30 days at standard rates).
13. Force Majeure
Neither party is liable for delays or failures caused by events beyond their reasonable control, including but not limited to: natural disasters, pandemics, government actions, war, cyber attacks, widespread internet outages, cloud provider outages, or power failures.
The affected party must notify the other party promptly and take reasonable steps to mitigate the impact. If a force majeure event continues for more than 90 days, either party may terminate the affected SOW.
14. Governing Law & Dispute Resolution
This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
Before initiating any legal proceedings, the parties agree to attempt resolution through:
- Good-faith negotiation between senior representatives (within 15 business days)
- Mediation by a mutually agreed mediator in Toronto, Ontario (within 30 days of failed negotiation)
- Litigation in the courts of Toronto, Ontario — only if negotiation and mediation are unsuccessful
15. General Provisions
- Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
- Entire Agreement: This document and any signed SOWs constitute the entire agreement. Prior discussions and proposals are superseded.
- Amendments: Changes to this agreement must be in writing and signed by both parties.
- Assignment: Neither party may assign this agreement without the other party's written consent, except in connection with a merger or acquisition.
- Waiver: Failure to enforce any provision does not constitute a waiver of that provision.
- Independent Contractor: GuildBuild is an independent contractor, not an employee, agent, or partner of the Client.
Questions?
