These Terms of Service ("Terms") govern your use of magicpixel.ca and any services provided by MagicPixel, a brand of NextPixel Inc. ("MagicPixel," "we," "us," or "our"). By accessing this website or engaging us for services, you agree to these Terms.
Plain-language summary. We're a Canadian AI automation studio. We sell fixed-price projects with a 30-day "it works or you don't pay" guarantee. You own your data and the workflow we build for you. We retain rights to our reusable code and methodologies. Disputes go to Alberta courts under Alberta law. Limitation of liability is capped at the fees you paid us. Be reasonable; we'll be reasonable.
1. The parties
"MagicPixel" is the operating brand of NextPixel Inc., a Canadian federally incorporated company registered at 330 5th Avenue SW, Suite 1800, Calgary, Alberta, T2P 0L4. "Client," "you," and "your" refer to the individual or business engaging us. All contracts and invoices are issued under NextPixel Inc.
2. Services
We provide AI automation design, build, and optimization services. Our standard tiers are described on our pricing page and include Quick Start, Workhorse, and Enterprise SMB engagements, plus optional monthly retainers. The exact scope, deliverables, timeline, and price for any engagement are set out in a written proposal or statement of work ("SOW") which, once accepted by both parties in writing (including by email), forms a binding agreement supplementing these Terms.
3. Free 30-minute audit
We offer a free 30-minute initial consultation ("Free Audit"). The Free Audit is informational only and does not create an engagement, professional advisory relationship, or any obligation on either party. Anything we discuss during the Free Audit is non-binding and may not be relied upon as a contractual commitment.
4. Engagement and payment
4.1 Engagement formation
An engagement begins when both parties have signed (or otherwise affirmatively accepted, including by email) a written proposal or SOW. Until that point, no work is committed and no fees are payable.
4.2 Payment terms
- Project fees: 50% deposit on engagement start, 50% on delivery (unless otherwise specified in the SOW)
- Retainer fees: billed monthly in advance, due on the first business day of each month
- Currency: Canadian Dollars (CAD), unless otherwise agreed in writing
- Taxes: all fees are exclusive of applicable Canadian taxes (GST or HST), which will be added to invoices where required
- Late payment: invoices unpaid 15 days past due may incur 2% interest per month on the outstanding balance, and we may pause work until the balance is settled
4.3 Out-of-scope work
If the Client requests work beyond the scope of the agreed SOW, we will provide a written estimate. Out-of-scope work begins only after the Client approves the additional scope in writing.
5. The 30-day "it works or you don't pay" guarantee
We stand behind our work. For every fixed-price engagement (Quick Start, Workhorse, or Enterprise SMB), we offer a 30-day satisfaction guarantee subject to the following:
- The "spec" is the written acceptance criteria included in the SOW. The guarantee applies to whether the system meets that documented spec.
- If, within 30 days after we deliver the system to production, the Client believes the system does not meet the documented spec, the Client must notify us in writing with specific examples.
- We have the option to (a) tune or rebuild the system to meet the spec at no additional charge, or (b) at the Client's election, refund all fees paid for the engagement in full.
- The guarantee does not apply to (i) features outside the documented spec, (ii) issues caused by changes the Client makes to the system after delivery, (iii) failures of third-party services beyond our control, or (iv) the Client's own data quality issues that the spec does not require us to handle.
This is a real promise. We will honour it without legal pretext.
6. Intellectual property
6.1 Client deliverables
Upon full payment of all fees, the Client owns the specific automation deliverables built for them under the SOW, including custom configurations, prompts written specifically for the Client's business, and integrations specifically configured for the Client's tools.
6.2 Our retained rights
We retain ownership of: (a) any pre-existing code, libraries, frameworks, or methodologies we use to deliver the work; (b) generic, non-Client-specific code patterns and reusable components; (c) our knowledge, expertise, and general know-how. The Client receives a perpetual, royalty-free, non-exclusive licence to use these as embedded in the deliverables.
6.3 Client data
The Client owns all data they provide to us. We act as a data processor only for the purposes of delivering the engagement.
6.4 Showcase rights
Unless the Client requests confidentiality in writing, we may describe the engagement in general terms (industry, type of automation, approximate ROI) for marketing purposes, without disclosing the Client's name or proprietary business details. The Client may opt out of this at any time by emailing us.
7. Confidentiality
We treat all non-public Client information as confidential. We do not share Client business details, proprietary processes, or sensitive data with anyone except (i) the contracted service providers necessary to deliver the engagement, (ii) where required by law, or (iii) with the Client's written consent. We are happy to sign a separate Mutual Non-Disclosure Agreement on request before the Free Audit or before any sensitive information is shared.
8. Third-party services
Our automations rely on third-party services such as cloud hosting, AI model APIs (Anthropic, OpenAI, etc.), CRM and accounting platforms, and others. The Client is responsible for maintaining their own accounts, paying any fees those third parties charge, and complying with their terms of service. We are not liable for outages, pricing changes, deprecations, or breaches of those third-party services beyond using reasonable engineering practices to mitigate them.
9. Acceptable use of the website
You agree not to: (a) use this website for any illegal purpose; (b) attempt to scrape, reverse-engineer, or disrupt the website or its underlying systems; (c) submit forms with false or misleading information; (d) impersonate another person or entity; or (e) use any tool or service to circumvent rate limits or anti-spam measures.
10. Disclaimer of warranties
The website and its content are provided "as is" without warranties of any kind, express or implied. We make no warranty that the website will be uninterrupted, error-free, or free from harmful components. Our service deliverables are warranted only to the extent of the express guarantee in Section 5 of these Terms; all other implied warranties are disclaimed to the maximum extent permitted by law.
11. Limitation of liability
To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with any engagement or these Terms shall be limited to the fees actually paid by the Client to us under the relevant SOW in the 12 months preceding the event giving rise to the claim. We shall not be liable for indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, lost revenue, loss of business opportunity, or loss of data.
Nothing in these Terms limits liability for fraud, gross negligence, willful misconduct, or any liability that cannot be excluded under applicable law.
12. Indemnification
The Client agrees to indemnify and hold us harmless from any third-party claim arising from (a) the Client's misuse of the deliverables, (b) the Client's breach of these Terms or of the SOW, or (c) data the Client provides that infringes third-party rights or violates law. We agree to indemnify the Client from any third-party claim that our work as delivered infringes that third party's intellectual property rights, subject to the liability cap in Section 11.
13. Termination
Either party may terminate an engagement for material breach by the other if the breach is not cured within 15 business days after written notice. Either party may also terminate a retainer with 30 days' written notice. On termination: (a) the Client pays for all work performed up to the termination date; (b) we deliver any work-in-progress in its current state; (c) confidentiality and intellectual property provisions survive termination.
14. Governing law and dispute resolution
These Terms and any engagement are governed by the laws of the Province of Alberta and the federal laws of Canada applicable in Alberta, without regard to conflict-of-law principles. The parties agree to attempt to resolve disputes through good-faith discussion first. If a dispute cannot be resolved through discussion within 30 days, the parties submit to the exclusive jurisdiction of the courts of Calgary, Alberta.
15. Force majeure
Neither party is liable for failure or delay in performance caused by events beyond reasonable control, including natural disasters, war, civil unrest, government action, internet or third-party service outages, pandemics, or other force majeure events. The affected party will use reasonable efforts to mitigate the impact and will notify the other party promptly.
16. Entire agreement and amendments
These Terms, together with the applicable SOW and any documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter. They supersede all prior discussions, proposals, and agreements. Amendments must be in writing and signed (or affirmatively accepted by email) by both parties.
17. Severability
If any provision of these Terms is found unenforceable, the remaining provisions remain in full effect, and the unenforceable provision shall be replaced with the closest enforceable provision that reflects the original intent.
18. Changes to these Terms
We may update these Terms periodically. The "last updated" date at the top of this page reflects the most recent version. Material changes affecting active clients will be communicated by email. Continued use of our services after updated Terms are posted constitutes acceptance.
19. Contact
For any question about these Terms:
- Email: info@magicpixel.ca
- Phone: +1 (825) 760-2405
- Mail: NextPixel Inc., 330 5th Avenue SW, Suite 1800, Calgary, AB T2P 0L4, Canada
Note. These Terms have been written to be fair and clear. If anything is unclear or feels unreasonable, contact us — we'd rather have a conversation about it than hide behind small print.