Last Updated: November 20, 2025
These Terms and Conditions (“Terms”) govern the use of consulting, architecture, integration, development, and related professional services (“Services”) provided by Xanadu Technologies Ltd. (“Xanadu,” “we,” “our,” “us”). By engaging our Services, the client (“Client,” “you,” “your”) agrees to be bound by these Terms.
1. Scope of Services
Xanadu provides IT consulting, cloud architecture, systems integration, analytics, development, and support services as described in statements of work (SOWs), proposals, or agreements mutually approved by both parties.
Services may include, but are not limited to:
- Enterprise architecture and cloud design
- Systems integration and API development
- Data modeling, analytics, and ETL development
- Technical assessments, modernization planning, and migration
- Project management, QA, and support
2. Engagement and Deliverables
All Services will be delivered according to the terms set out in an SOW or project agreement. Deliverables, timelines, and responsibilities will be clearly defined in writing prior to commencement.
Changes to deliverables or scope require written approval and may impact cost, schedule, or resource allocation.
3. Client Responsibilities
The Client agrees to:
- Provide access to information, systems, environments, and personnel necessary for service delivery
- Ensure timely feedback, approvals, and decisions
- Maintain appropriate backups and controls of their systems and data
- Provide secure access credentials for environments Xanadu is authorized to use
- Ensure all required third-party licenses are in place
Delays caused by insufficient access, resources, or decision-making may affect schedules and fees.
4. Fees, Invoicing, and Payment
Fees may be structured as:
- Time and materials (hourly or daily rate)
- Fixed-fee engagements
- Retainer or ongoing support agreements
Invoices are due within 30 days unless otherwise specified. Late payments may incur interest charges at a reasonable rate.
Expenses (travel, lodging, specialized software, cloud usage fees) will be billed to the Client when pre-approved.
5. Confidentiality
Both parties agree to maintain the confidentiality of proprietary or sensitive information disclosed during the engagement.
Confidential information includes, but is not limited to:
- Business, technical, financial, or customer data
- Architectural diagrams, configurations, and system details
- Project documentation and communications
Confidentiality obligations continue after the end of the engagement unless otherwise agreed.
6. Intellectual Property
Unless otherwise specified in an SOW:
- Products, tools, frameworks, code libraries, or methodologies owned by Xanadu remain Xanadu’s intellectual property.
- Xanadu may reuse non-client-specific know-how, patterns, and architectural approaches.
7. Data Protection and Security
Xanadu will exercise reasonable technical and organizational measures to protect Client data.
The Client remains responsible for:
- Compliance with applicable laws and regulations
- Secure operation of their own systems
- Data accuracy and backup of all data provided to Xanadu
Xanadu is not responsible for data loss caused by Client systems, third-party platforms, or infrastructure failures beyond Xanadu’s control.
8. Third-Party Services and Dependencies
Xanadu may recommend or integrate third-party cloud platforms (AWS, Azure, Oracle, IBM), tools, or APIs.
The Client acknowledges:
- Third-party providers operate under their own terms and policies
- Xanadu is not liable for outages, performance issues, or changes imposed by such providers
- Licensing and usage fees for third-party services are the Client’s responsibility unless stated otherwise
9. Warranties and Disclaimers
Xanadu provides Services with professional skill and care but does not warrant that:
- Deliverables will be error-free or uninterrupted
- Third-party platforms will perform as expected
- Solutions will meet the Client’s requirements without proper validation and testing
Except where prohibited by law, all implied warranties are disclaimed.
10. Limitation of Liability
To the maximum extent permitted by law:
- Xanadu’s liability is limited to the amount paid for the Services giving rise to the claim
- Xanadu is not liable for indirect, incidental, consequential, or punitive damages
- Liability for data loss, lost profits, or business interruption is excluded
These limitations apply even if Xanadu has been advised of possible damages.
11. Indemnification
The Client agrees to indemnify and hold Xanadu harmless from claims arising from:
- Misuse of deliverables
- Client-provided content or data
- Unauthorized modifications to systems
- Violations of third-party licenses or agreements
12. Termination
Either party may terminate a contract or SOW:
- With written notice for convenience (terms defined in each SOW)
- Immediately if the other party breaches material terms and fails to remedy within a reasonable period
Upon termination:
- The Client must pay all outstanding fees for Services rendered
- Xanadu will provide completed deliverables up to the termination date
13. Governing Law
These Terms will be governed by the laws of British Columbia, Canada, unless otherwise agreed in writing.
Disputes will be resolved through negotiation, and if necessary, binding arbitration in British Columbia.
14. Amendments
Xanadu may update these Terms periodically. Updated Terms will apply to future engagements and will be published with a revised “Last Updated” date