Effective date: April 18, 2026
These Terms of Service (“Terms”) govern access to and use of services provided by Parrot Integrated (“Parrot,” “we,” “us,” “our”) to your organization (“Client,” “you”). By engaging us, executing an order form or statement of work, or otherwise using our services, you agree to these Terms. If you do not agree, do not use our services.
These Terms apply unless superseded by a signed master services agreement, statement of work, or order form that expressly amends them. In case of conflict, the signed commercial instrument controls for that engagement only.
Parrot provides B2B software engineering, automation architecture, integration work, reliability and operational design, and related consulting for autonomous and semi-autonomous systems, as described in applicable statements of work. Unless expressly agreed in writing, we do not warrant outcomes dependent on third-party platforms, Client-supplied data quality, or Client operational practices outside our control.
Client will: provide accurate requirements, timely decisions, and designated points of contact; maintain lawful rights to data and systems we are asked to access; implement reasonable security controls on its environments; obtain required consents and licenses; pay fees when due; and refrain from misuse, reverse engineering except as permitted by law, or interference with our personnel or systems. Client is solely responsible for its use of deliverables in production and for compliance with applicable laws in its industry.
Fees, invoicing cadence, and taxes are as stated in the applicable order documentation. Late payments may accrue interest at the lesser of 1.5% per month or the maximum permitted by law. We may suspend services for material non-payment after reasonable notice where contractually permitted.
As between the parties, Parrot retains all right, title, and interest in and to: pre-existing tools, frameworks, libraries, templates, training materials, methodologies, and general know-how (“Parrot IP”), including improvements thereto, whether or not incorporated into deliverables. Client receives a non-exclusive license to use deliverables identified in writing for Client’s internal business purposes, subject to payment and these Terms, unless a separate instrument grants broader rights. Client retains all right, title, and interest in Client data and in Client’s proprietary materials supplied to Parrot. Except as expressly stated, no license is granted by implication or estoppel.
Each party will protect the other’s confidential information with at least reasonable care and use it only for the engagement. Obligations survive for five (5) years after termination, except trade secrets, which survive for so long as they remain trade secrets under applicable law.
Except as expressly stated in a signed statement of work, services and deliverables are provided “as is” and “as available.” To the maximum extent permitted by applicable law, Parrot disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
To the maximum extent permitted by applicable law, in no event will Parrot’s aggregate liability arising out of or relating to these Terms or any engagement exceed the total fees actually paid by Client to Parrot for the specific services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim. This cap applies whether the theory is contract, tort (including negligence), strict liability, or otherwise, and whether damages are direct or indirect.
Parrot will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, data, or business interruption, even if advised of the possibility. Certain jurisdictions do not allow some limitations; in such cases, Parrot’s liability is limited to the fullest extent permitted by law.
Client will defend and indemnify Parrot and its personnel against third- party claims arising from Client data, Client’s use of deliverables in violation of law, or Client’s breach of these Terms, except to the extent finally judicially determined to have resulted primarily from Parrot’s willful misconduct.
Engagements run for the term stated in the applicable order documentation. Either party may terminate for material breach not cured within thirty (30) days of written notice, or immediately where required by law. Provisions that by their nature should survive (including confidentiality, IP, limitations, indemnity, and governing law) survive termination.
These Terms and any dispute arising out of or relating to them or to Parrot’s services are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-law rules that would cause another jurisdiction’s laws to apply. The courts located in British Columbia, Canada, will have exclusive jurisdiction, subject to mandatory provisions of applicable law that cannot be contracted away.
Assignment is void without the other party’s prior written consent, except Parrot may assign to an affiliate or successor in connection with a merger or sale of assets. Notices must be in writing to the addresses designated by the parties. If any provision is held unenforceable, the remainder remains in effect. These Terms constitute the entire agreement regarding their subject matter and supersede prior discussions except as incorporated in a signed commercial instrument.
Parrot Integrated · British Columbia, Canada