Terms of Service

Effective Date: September 14, 2026

These Terms of Service (the “Terms”) constitute a legal agreement between you, whether acting as an individual or on behalf of an entity (“you,” “your,” or “Client”), and Northbridge Robotics Studio Ltd. (“Northbridge Robotics Studio Ltd.,” “we,” “us,” or “our”). By accessing our website, engaging our services, attending our workshops, requesting a quote, signing a statement of work, or otherwise using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

1. Introduction and Acceptance of Terms

These Terms govern your access to and use of the services provided by Northbridge Robotics Studio Ltd., including custom robot prototyping, industrial automation consulting, STEM robotics workshops, ROS integration and software development, sensor and control system integration, and maintenance and optimization support (collectively, the “Services”).

If you do not agree to these Terms, you must not use the Services. Where Services are provided under a separate written agreement, statement of work, proposal, quotation, purchase order, or master services agreement, the terms of that document may supplement or supersede these Terms to the extent of any direct conflict.

If you are entering into these Terms on behalf of a business or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms.

2. Scope of Services

Northbridge Robotics Studio Ltd. provides robotics and automation-related services, which may include, without limitation:

• Custom robot prototyping and proof-of-concept development;
• Industrial automation consulting and technical advisory services;
• STEM robotics workshops, training sessions, and educational programming;
• ROS integration, embedded systems work, and software development;
• Sensor, actuator, and control system integration;
• Maintenance, troubleshooting, optimization, and support services.

The exact deliverables, timelines, technical requirements, acceptance criteria, and service fees for any engagement will be set out in the applicable proposal, quotation, statement of work, invoice, or other written agreement.

We may modify the scope of Services where reasonably necessary due to technical constraints, supply chain availability, safety considerations, legal requirements, or Client-requested changes, subject to any agreed change-order process.

Unless expressly agreed otherwise in writing, the Services are provided on a best-efforts basis and do not constitute a guarantee that any particular system will achieve a specific performance, certification, compliance outcome, production result, or business outcome.

3. User Obligations and Responsibilities

When using the Services, you agree to:

• Provide accurate, complete, and current information at all times;
• Promptly supply all materials, specifications, access, approvals, and cooperation reasonably required for us to perform the Services;
• Ensure that any equipment, facilities, software, data, or materials you provide are lawful, safe, and free from malicious code or hazardous defects;
• Comply with all applicable federal, provincial, and municipal laws, regulations, permits, codes, and standards, including workplace health and safety requirements;
• Use any prototypes, software, tools, workshop materials, or deliverables only in accordance with applicable instructions and safety notices;
• Not reverse engineer, copy, resell, sublicense, or misuse any proprietary materials except as expressly permitted in writing;
• Obtain all required consents, approvals, insurance, and third-party permissions for the use of premises, equipment, data, and materials involved in the Services;
• Immediately notify us of any safety incident, equipment malfunction, security incident, or suspected intellectual property infringement relating to the Services.

You acknowledge that robotics, automation, embedded systems, and electrical/mechanical integration involve inherent risks. You are responsible for operating all prototypes and systems safely, supervising qualified personnel, and implementing appropriate safeguards, testing, and emergency procedures.

We may suspend or refuse Services if we reasonably believe that continued work could create safety risks, legal non-compliance, or material operational risk.

4. Payment Terms and Conditions

Fees for Services will be set out in the applicable proposal, quotation, statement of work, or invoice. Unless otherwise stated in writing:

• All fees are stated in Canadian dollars (CAD) and are exclusive of applicable taxes, including GST/HST/PST where applicable;
• Invoices are due upon receipt or within the payment period specified on the invoice;
• We may require a deposit, advance payment, milestone payments, or retainer before commencing or continuing Services;
• All third-party costs, shipping charges, travel expenses, special equipment, materials, software licenses, and subcontractor fees must be pre-approved by the Client or will be payable by the Client if necessary to deliver the Services;
• Late amounts may accrue interest at the rate specified on the invoice or, if not specified, at the maximum lawful rate permitted under applicable law, from the due date until paid in full;
• We may suspend Services for overdue accounts without liability to you.

You are responsible for ensuring timely payment. Any dispute regarding an invoice must be raised in writing within ten (10) business days of receipt, specifying the disputed portion and the basis for the dispute. You must pay any undisputed portion when due.

We reserve the right to adjust pricing for scope changes, additional work, delays caused by the Client or third parties, or unforeseen technical issues requiring extra time or resources, subject to prior notice where reasonably practicable.

5. Cancellation and Refund Policy

Cancellation terms may vary depending on the Service type and any specific written agreement. Unless otherwise agreed in writing:

• Work already performed, including planning, design, development, testing, procurement, and preparation time, is non-refundable;
• Deposits and retainers are non-refundable except where required by law or expressly stated otherwise in writing;
• For workshops or scheduled training sessions, cancellations made by the Client less than ten (10) business days before the scheduled date may be subject to a cancellation fee of up to 100% of the booking value;
• For prototype or development projects, the Client remains responsible for all completed milestones, committed purchase orders, and non-cancellable third-party expenses;
• If we cancel a Service for reasons within our control, we will refund any prepaid fees for Services not yet performed, subject to deductions for non-recoverable third-party costs incurred at your request.

No refunds will be issued for completed workshops, delivered digital work products, transferred source code unless otherwise stated, or Services where deficiencies were caused by Client-provided materials, instructions, changes, misuse, unauthorized modifications, or failure to follow our recommendations.

To request cancellation, you must contact us in writing at the email listed below. Any approved refund will be processed using the original payment method or another reasonable method selected by us, within a commercially reasonable time.

6. Liability Limitations

To the fullest extent permitted by applicable Canadian law, including the laws of British Columbia and applicable consumer protection laws where they apply, the Services are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, except as expressly set out in a written agreement signed by us.

We do not warrant that:

• the Services will be uninterrupted, error-free, or suitable for every purpose;
• any prototype, software, automation system, or integration will meet all performance, safety, compliance, or production requirements;
• defects will be corrected within any particular timeframe unless expressly agreed in writing;
• third-party products, components, platforms, libraries, or services will remain available, compatible, secure, or supported.

To the maximum extent permitted by law, Northbridge Robotics Studio Ltd. shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of business, loss of data, loss of goodwill, business interruption, or procurement of substitute goods or services, arising out of or relating to the Services or these Terms, even if advised of the possibility of such damages.

To the maximum extent permitted by law, our total aggregate liability arising out of or relating to the Services or these Terms shall not exceed the total fees actually paid by you to Northbridge Robotics Studio Ltd. for the specific Service giving rise to the claim during the three (3) months preceding the event giving rise to the claim, or CAD $1,000, whichever is greater, except where liability cannot be limited under applicable law.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, wilful misconduct, or gross negligence to the extent such limitations are prohibited.

You are solely responsible for the safe deployment, operation, supervision, insurance, and maintenance of any prototype, robotic system, automation solution, software, or equipment delivered or supported by us, unless a separate written agreement expressly states otherwise.

7. Intellectual Property Rights

Unless otherwise agreed in writing, all pre-existing intellectual property, including methodologies, tools, templates, libraries, code, workflows, know-how, designs, documentation, and technical processes used or developed by Northbridge Robotics Studio Ltd. before or outside the scope of a specific paid deliverable, remain our exclusive property.

Subject to full payment of all amounts due, and unless otherwise specified in a signed agreement, the Client receives a limited, non-exclusive, non-transferable license to use the final deliverables prepared specifically for the Client solely for the Client’s internal business purposes.

We retain ownership of all rights in:

• our pre-existing materials and general-purpose tools;
• improvements, adaptations, and residual knowledge not specific to the Client’s confidential information;
• any open-source components subject to their own licenses;
• any deliverables until payment is received in full.

The Client represents that any materials, data, hardware, designs, logos, software, or content provided to us do not infringe the rights of any third party and that the Client has the necessary rights and permissions to supply them.

Unless expressly agreed in writing, we may retain the right to showcase non-confidential descriptions of completed work in our portfolio, proposals, case studies, or marketing materials, provided that proprietary or confidential information is not disclosed and any legally required consents are obtained.

If open-source software or third-party components are used, those components remain subject to their respective licenses and terms. You are responsible for complying with those licenses unless we expressly agree in writing to do so on your behalf.

8. Data Protection and Privacy

We take privacy and data protection seriously and will collect, use, disclose, and retain personal information in accordance with applicable Canadian privacy laws, including, where applicable, the Personal Information Protection and Electronic Documents Act (PIPEDA) and any substantially similar provincial legislation.

We may collect personal information that you provide to us directly, such as contact details, billing information, project requirements, and communications. We may also collect technical information related to your use of our website or Services where applicable.

We use personal information for purposes including:

• providing, managing, and improving the Services;
• communicating with you about projects, billing, scheduling, and support;
• processing payments and maintaining business records;
• meeting legal, tax, accounting, and regulatory obligations;
• protecting our rights, property, and safety, and the safety of others.

We may share personal information with service providers, payment processors, professional advisers, subcontractors, or regulatory authorities as required or permitted by law and as reasonably necessary to deliver the Services.

You agree not to provide us with sensitive personal information unless it is necessary for the Services and you have a lawful basis to disclose it. If we process personal data on your behalf, you remain responsible for ensuring that such processing complies with applicable privacy laws and that all required notices, consents, and authorizations have been obtained.

We will use reasonable safeguards to protect personal information. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.

If you have questions about our privacy practices or wish to request access to or correction of personal information, contact us using the details below.

9. Force Majeure

We shall not be liable for any failure or delay in performing our obligations where such failure or delay is caused by events beyond our reasonable control, including but not limited to acts of God, fire, flood, earthquake, severe weather, epidemic or pandemic, labour disputes, government action, war, terrorism, civil unrest, power outages, supplier failures, transportation disruptions, cyber incidents, or failures of telecommunications or internet services.

If a force majeure event occurs, the affected party will notify the other party as soon as reasonably practicable and will use reasonable efforts to mitigate the impact. Performance deadlines will be extended for the duration of the force majeure event and any reasonable recovery period.

If the force majeure event continues for an extended period and materially affects performance, either party may terminate the affected Services on written notice, subject to payment for Services performed and non-cancellable commitments incurred up to the termination date.

10. Changes to Terms

We may update or modify these Terms from time to time to reflect changes in our Services, business practices, legal requirements, or operational needs. The updated Terms will be posted or otherwise communicated to you with a revised effective date.

Your continued use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms, to the extent permitted by law. If you do not agree to the revised Terms, you must stop using the Services and, where applicable, notify us in writing.

Changes will not retroactively alter any separately signed agreement unless that agreement expressly allows such modification.

11. Applicable Law and Jurisdiction

These Terms and any dispute, claim, or cause of action arising out of or relating to them, the Services, or any related transaction shall be governed by the laws of the Province of British Columbia and the applicable federal laws of Canada, without regard to conflict of laws principles.

The parties irrevocably submit to the exclusive jurisdiction of the courts located in British Columbia, Canada, for any dispute arising out of or relating to these Terms or the Services, except where mandatory law requires otherwise.

If a dispute arises, the parties agree to first attempt in good faith to resolve the matter through informal negotiation before commencing formal proceedings, unless urgent injunctive or equitable relief is required.

12. Contact Information

If you have any questions, concerns, notices, or requests relating to these Terms or the Services, please contact:

Northbridge Robotics Studio Ltd.
Suite 210, 4555 Kingsway
Burnaby, BC V5H 4T8
Canada

Email: [email protected]
Phone: +1 (604) 782-4963

13. Severability Clause

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, that provision shall be severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

If any invalid or unenforceable provision can be modified to make it valid and enforceable while preserving its intent, the provision shall be interpreted as so modified to the extent permitted by law.

These Terms constitute the entire agreement between you and Northbridge Robotics Studio Ltd. with respect to the subject matter herein, except where supplemented or replaced by a separate written agreement signed by both parties.