Written scope and order of documents
Work starts only when the parties accept the applicable written order, statement of work or service agreement. It must identify the contracting parties and authorized representatives, service, deliverables, exclusions, dependencies, commercial terms, approvals and acceptance process. A brief, demo, payment, portal login or AI answer is not a substitute for that agreement or a release approval.
The signed order and any expressly incorporated service, security and data-processing schedules control the engagement. A later website update does not retroactively replace a signed agreement. Mandatory legal rights and duties continue to apply. These proposed additional terms must be reviewed and expressly incorporated before they bind a new service.
Playbook, prototype and production are separate stages
| Stage | What must be defined |
|---|---|
| App or system playbook | Users, job and workflow; first-version priorities; constraints, assumptions, connections and decisions still requiring validation. Agree the depth, format, review rounds and deliverable rights. |
| Focused prototype | The one idea or core flow being explored, screens and behavior included, test context and feedback process. Identify simulated functions and anything that will not be production-ready. |
| Production application or managed software | The accepted features and environments, data and integrations, release checks, hosting, access, ongoing responsibilities and support. A prototype does not include every production task by implication. |
| Ongoing managed work | The starting priority, deliverables, volume or capacity, operating rhythm, review responsibilities, included maintenance and separately scoped improvements. |
A capability being visible in an OS does not include unlimited managed labour, every integration or funded provider usage. Dates depend on the agreed prerequisites and timely access, decisions and review. No specific launch or commercial result is promised by a website example.
Reviews, acceptance and changes
The project scope must state milestones, review periods, objective acceptance criteria and how issues are reported. Tests must match the intended use and data boundary. Do not rely on an unapproved preview for production decisions, real payments or live customer activity.
Requests that change features, users, data, integrations, design direction, review rounds or operating volume must be assessed for cost, time and risk. Prospera and the client approve the changed scope and purchasing authority in writing before the extra work or cost starts. A request sent in chat is not automatically a paid change order.
A material change to an active workflow’s purpose, audience, permissions, provider, spending or approved content requires the relevant review. An emergency restriction to contain a risk is handled under the agreement and applicable law, with notice as required.
Client materials, knowledge and decisions
The client supplies accurate, lawful and authorized materials, timely decisions, required access through the agreed secure method and a named approver. It approves its own offers, prices, policies, claims, scripts, service areas and customer-facing material. Uploaded notes and AI suggestions remain unapproved until reviewed.
Both parties must surface conflicting facts, unsupported claims and missing prerequisites. The client remains responsible for its business decisions, team activity and industry obligations; Prospera remains responsible for its own obligations in delivering the agreed work. A client approval is not a blanket release of Prospera’s legal duties.
If the client needs a regulated, high-risk or sensitive-data use, tell us before setup. That use is excluded until its handling, safeguards, professional review and responsibilities are expressly agreed.
Communications, automation and voice activation
Drafting or approving wording does not itself send, schedule, call or enroll an audience. Activation requires the included channel, authorized accounts, approved purpose and audience, scope limits, relevant consent or other lawful basis, suppression controls, and funded capacity.
For AI Voice or recording, confirm identity and disclosure, permitted actions, handoff, contact restrictions, provider rights, recording/transcription handling and necessary notices or consent. Voice cloning or imitation of an identifiable person needs documented authorization from the person or rights holder. A voice demonstration is not a live calling service.
Channel requirements differ. Canadian commercial electronic messages are addressed in CRTC CASL guidance; calling and the National Do Not Call List have separate telemarketing rules. The actual use and jurisdictions must be reviewed before activation. A prior approved message does not override an opt-out or do-not-contact instruction.
Fees, capacity and external costs
The order states price and currency, taxes, payment dates, implementation fees, recurring term, included users and capacity, units and reset rules, renewal, cancellation, pause and refund treatment. No payment method is charged merely because a person submits a form or opens a portal.
Preserving the existing public policy: Prospera-managed paid usage has no automatic postpaid overage billing. Additional variable-cost work requires available included capacity or a separately approved, prepaid capacity addition or upgrade. When usable capacity is exhausted, no new paid usage begins until capacity is available; work already in progress follows the agreed service and provider rules.
Client-owned subscriptions and provider accounts remain subject to their own billing terms. Advertising, telephony, model usage, hosting, storage and other outside costs must be identified where relevant. We do not activate additional paid services or raise budgets outside the agreed authority. Unconfirmed allowances or usage prices must be settled before the affected paid service starts.
No universal minimum term, cancellation deadline, refund formula or automatic renewal is created by this draft. Those choices still require exact agreement and any applicable consumer-law disclosures.
Client data, custom deliverables and reusable software
Clients retain ownership of their business data, records, brand and supplied materials. They grant only the rights needed for the agreed service. Prospera retains its pre-existing and reusable software, frameworks, prompts, templates, doctrine, workflows, designs and system components, subject to the actual signed terms.
The order must distinguish client-specific deliverables from reusable components and third-party materials. It must state whether the client receives a license, source-code delivery, an assignment, a hosted right of access or another agreed right, and any conditions such as payment. A managed subscription or prototype does not transfer the whole Prospera system by implication.
Third-party and open-source components retain their applicable license terms. Rights in AI-generated output can depend on the material and law; neither exclusive copyright nor freedom from infringement should be assumed merely because AI produced it. The agreed review and permitted use must match the intended deliverable.
Confidentiality and permitted processing
Each party’s confidential material must be used only for the agreed work and disclosed only to authorized people or providers who need it and are subject to appropriate obligations, or where disclosure is lawfully required. The agreement should address legally required disclosure, independent knowledge, public information and permitted retention rather than treating all information as either permanently secret or freely reusable.
Private client information is not available to other clients or shared model training merely because the client used the service. Broader service-improvement use needs a specified purpose, material and safeguards. The software and data policy describes the proposed processing schedule and access boundaries.
Do not transmit secrets through ordinary briefs, email or chat. If a secure method and authorized recipients have not been agreed, the affected admission or connection waits.
Support, maintenance and continuity
The service order must identify the support route, operating hours, priority definitions, response expectations and escalation path. It must distinguish defect correction, routine updates, monitoring, content changes and new feature work. An access or implementation fee does not imply indefinite development or 24-hour support.
The parties must identify who maintains each component and provider account. Providers can change their services, terms, availability and pricing; a material replacement affecting approved access, cost or data handling follows the change process. Customer workflows may need to pause for lost access, a defect, safety concern or provider interruption.
Any availability target, backup commitment, restore check, recovery time or continuity plan must be expressly included and supported by the actual configuration. A local copy, demonstration or status screen is not a guarantee of uptime or successful recovery.
Acceptable use and restrictions
Do not use the site or services for unlawful activity, spam, harassment, deception, unauthorized impersonation, unauthorized access, rights infringement, evasion of suppression controls or interference with another client’s service. Do not upload material you are not authorized to provide or misrepresent AI output as a verified fact or professional decision.
Stay within the permitted users, accounts, data, channels and usage limits. Do not probe another tenant, share credentials to bypass access limits or connect a tool outside the agreed authority. Lawful security testing must be separately authorized and scoped.
The agreement and applicable law govern restrictions or suspension for misuse, material breach, non-payment or urgent risk. Where appropriate and practicable, the parties should receive notice and a chance to address the issue. A safety restriction does not create an unrestricted right to destroy client data or avoid lawful obligations.
Cancellation, exit and transition
The signed agreement states the term, renewal process, cancellation notice, any termination rights, treatment of prepaid or committed work and amounts due. Requests for refunds, pauses or early exit are assessed under that agreement and applicable law. This page does not establish a blanket “no refunds” rule.
Before exit, review pending actions and define what stops, what transfers and who will maintain any remaining customer-facing work. The agreement must identify client-owned accounts and domains, deliverable and export rights, usable export formats, transition assistance and its price or included allowance.
Revoke access using the agreed process and apply the retention/deletion schedule, including legal holds and backup exceptions. Completion should be recorded. Exporting a dataset does not by itself delete every copy, and ending a subscription does not automatically assign Prospera’s reusable source code.
Results, warranties and liability allocation
Sales, leads, revenue, profit, rankings, campaign results, adoption and other business outcomes depend on factors outside Prospera’s control. Neither an illustrative demonstration nor AI output guarantees a result or error-free operation. Specific delivery and service commitments must be stated in the signed agreement.
The existing public policy excludes indirect or consequential loss to the extent permitted by law, while allowing a signed agreement to control a more specific allocation. Nothing in these pages removes rights or obligations that cannot lawfully be excluded.
A production agreement should expressly resolve any warranty and remedy, direct-liability cap and measurement period, excluded categories, indemnities, claim procedure and insurance requirements. Those positions have not been selected by this page; a guessed cap or broad indemnity must not be sold as an agreed protection.
Where consumer protection law applies, mandatory disclosure, service-quality, cancellation or other rights take priority over an inconsistent term. Ontario’s consumer definition distinguishes personal, family or household use from business purposes. Ontario’s official guide.
Law, disputes and version changes
The existing general policy uses Ontario law and applicable federal laws of Canada. The final agreement must identify the actual contracting entity, notice details and any specific court or dispute-resolution provisions. No mandatory arbitration, court location or class-action waiver is invented here.
Changes to an active client’s material terms follow its agreement and applicable notice or acceptance requirements. A new online version does not silently enlarge a signed scope. Before an online paid sale is activated, the checkout must present the required terms and an opportunity to review, correct, accept or decline, and provide the required record where applicable. Ontario’s online-transaction guidance.
Service information updated October 20, 2026. Contact cory@prosperarevops.com to clarify proposed terms before accepting an engagement.