Terms of Use
Service agreements, response times, and operational standards for our Managed IT, Infrastructure, and Software Development services
1Scope of Services
1.1 Service Coverage
Davinci AI Solutions provides Managed IT Services, including system monitoring, helpdesk support, strategic IT planning, IT infrastructure projects, and software development.
1.2 Applicable Agreements
These Terms of Use are incorporated into our Master Services Agreement (MSA) with clients and govern day-to-day operations, usage standards, service delivery expectations, and response times.
2General Service Level Objectives (SLOs)
2.1 Core and Non-Core Hours
2.1.1 Core Business Hours
2.1.2 Non-Core Hours
All hours outside of Core Business Hours, including weekends and holidays. Support during these hours may incur additional fees.
2.2 Incident Response Times
2.3 Resolution Times
Response times are based on the priority of the incident as outlined above, while resolution times vary based on incident complexity, resource availability, and required remediation.
3Payment Terms
3.1 Invoicing
Services are invoiced on the first day of each month with payment due within fifteen (15) days of the invoice date (Net 15 terms).
3.2 Accepted Payment Methods
We accept the following payment methods:
- E-Transfer (Interac e-Transfer)
- Direct Deposit / Electronic Funds Transfer (EFT)
- Cheque (preferably payable to "Davinci AI Solutions", though we also accept "HL Networks Inc." or "Davinci Technology Solutions")
3.3 Late Payments
Late payments may result in service suspension and may incur interest charges at 1.5% per month (18% annually) on overdue amounts.
3.4 Disputed Charges
Any billing disputes must be reported within 15 days of invoice receipt. Disputed amounts under investigation will not accrue late fees during the review period.
4Managed IT Services and Helpdesk Support
4.1 Helpdesk Usage
Clients may contact the helpdesk via phone, email, or portal. Upon receiving a ticket, Davinci will categorize it based on ITIL-aligned definitions, at our discretion, into one of the following categories:
- Incident: A disruption requiring immediate action.
- Problem: A recurrent or systemic issue that requires further investigation.
- Request: A user request for standard services, adjustments, or support tasks.
- Question: An inquiry requiring guidance or clarification.
- Information: A low-priority request or informational update requiring no immediate action.
4.2 Client Responsibilities
Clients are responsible for providing necessary access, resources, and cooperation to enable efficient troubleshooting, remediation, or completion of helpdesk support tasks.
5IT Infrastructure Projects
5.1 Scope and Engagement
IT Infrastructure Projects include upgrades, replacements, integrations, and other improvements to client IT environments.
5.2 Change Orders
Change Orders are required whenever new information or circumstances arise that introduce risk to the original project plan. If adjustments are necessary, Davinci will issue a Change Order that clearly outlines the modifications to the original scope, timeline, or costs. Change Orders will:
- Reference the original project contract.
- Require formal sign-off from the client before implementation.
- Supersede the original contract terms, incorporating any updated terms agreed upon in light of the new variables.
5.3 Client Approval
Clients are required to provide formal approval at critical stages, including:
- Project initiation.
- Acceptance of any Change Orders.
- Final completion and acceptance of deliverables.
6Software Development Projects
6.1 Scope and Usage
Software Development Projects include custom AI solutions, workflow automation, and integration development, with each project governed by a project-specific Statement of Work (SOW).
6.2 Client Collaboration
Active client collaboration is essential to project success. Clients agree to provide timely feedback, participate in testing phases, and review milestones as scheduled.
6.3 Intellectual Property
6.3.1 Deliverable Ownership
The intellectual property (IP) rights of any code or software solution developed specifically for the client will transfer to the client upon project completion.
6.3.2 Retained Knowledge
While the client holds the IP of the final deliverables, Davinci retains the knowledge, skills, and processes gained during project development. Davinci reserves the right to apply this expertise in future projects or develop similar solutions using the general learnings acquired, without reusing specific client assets or proprietary configurations.
6.4 Maintenance and Updates
Post-project support may be provided under a separate agreement, or through our Managed IT Services if applicable.
7Incident Management and Escalation
7.1 Ticket Categorization
All helpdesk requests are classified as incidents, problems, requests, questions, or information, with response priorities based on category and impact.
7.2 Escalation Protocols
For incidents requiring specialized expertise or additional resources, tickets may be escalated to relevant teams. Clients will be informed of escalations and the expected timeline for resolution.
8Out-of-Scope Services
Major infrastructure overhauls, new implementations not covered in project SOWs, and third-party software management are out of scope unless specified in an SOW. Out-of-scope requests may be managed as separate projects under unique terms.
9Third-Party Services and Integrations
Davinci may use third-party providers to support our services (e.g., cloud storage, software). While we liaise with vendors for continuity, Davinci is not liable for third-party outages.
10Licensing and Software Usage
Any software provided by Davinci is licensed, not sold, for use exclusively in connection with our services. Unauthorized modifications, reverse engineering, or redistribution is prohibited.
11Data Security and Compliance
11.1 Client Security Responsibilities
Clients must follow recommended security protocols, including secure password management and access control, to help prevent unauthorized access.
11.2 Compliance
Davinci adheres to Canadian and U.S. data protection standards, and all personal information is handled according to PIPEDA and relevant laws.
12Changes to the Terms of Use
Davinci reserves the right to update these Terms of Use as required. Clients will receive a minimum 30 days' notice of any significant updates.
13Contact and Support
13.1 Helpdesk Contact:
For technical support and assistance with your services, please contact our helpdesk:
