Terms of Use

Effective Date: August 3, 2024

1. Introduction

These Terms of Use govern access to and use of borisai.co, including its webpages, forms, scheduling functions, telephone and text-message entry points, downloadable materials, and related digital services collectively referred to as the “Site.”

The Site is operated by Boris & Associates Inc., referred to in these Terms as “Boris & Associates,” “BAI,” “we,” “us,” or “our.”

Boris & Associates is a construction enterprise transformation consulting firm. We advise construction contractors, construction managers, engineering and capital-project organizations, developers, owners, and construction technology companies on matters that may include:

• Enterprise transformation;
• Organizational maturity;
• Operating-model design;
• Business-process assessment and reengineering;
• PMO and project controls;
• Technology and systems strategy;
• ERP and project-platform initiatives;
• Data, reporting, and systems integration;
• Document control and information governance;
• Microsoft technology enablement;
• Change management and adoption; and
• ConTech and PropTech advisory services.

By accessing or using the Site, submitting information through the Site, scheduling a meeting, or using a Site-enabled communication service, you acknowledge that you have read and understood these Terms.

Where applicable law requires affirmative acceptance, these Terms will apply only after you have been given appropriate notice and have affirmatively accepted them.

2. Website Terms Versus Consulting Agreements

These Terms govern the use of the Site. They do not, by themselves, create a consulting engagement, professional-services relationship, fiduciary relationship, agency relationship, partnership, joint venture, or other advisory relationship between you and Boris & Associates.

Consulting services are provided only under a separate written agreement authorized by Boris & Associates. Depending on the engagement, that agreement may include:

• A proposal;
• Master services agreement;
• Statement of work;
• Engagement letter;
• Purchase order accepted by Boris & Associates;
• Data-processing agreement;
• Nondisclosure agreement; or
• Other written contractual document.

A consulting agreement may contain provisions concerning scope, deliverables, fees, payment, client responsibilities, confidentiality, intellectual property, data protection, subcontractors, professional reliance, warranties, liability, indemnification, dispute resolution, governing law, and termination.

If these Terms conflict with a signed consulting agreement, the signed consulting agreement governs the consulting services and the related conflict.

Information exchanged before an agreement is signed does not obligate Boris & Associates to accept an engagement, submit a proposal, provide services, reserve resources, or meet a requested deadline.

3. Business and Professional Use

The Site is intended primarily for organizations and individuals acting in a business or professional capacity.

You represent that:

• You are legally capable of accepting these Terms;
• You are at least 18 years old;
• Information you provide is accurate to the best of your knowledge; and
• When acting for an organization, you are authorized to provide the submitted information and make the applicable request.

Nothing in these Terms limits a right or remedy that cannot legally be excluded under applicable consumer, privacy, language, accessibility, or other mandatory law.

4. No Professional Advice or Reliance

Content on the Site is provided for general information and business-development purposes.

Site content does not constitute:

• A consulting recommendation specific to your organization;
• Legal advice;
• Accounting or tax advice;
• Investment or financial advice;
• Engineering or architectural advice;
• Construction means-and-methods advice;
• Health or safety advice;
• Regulatory advice; or
• A professional opinion on which you should rely without an appropriate engagement and assessment.

Construction enterprises differ in organizational structure, project types, contracts, delivery methods, regulations, systems, data, personnel, and operational maturity. Information that may be suitable for one organization may not be suitable for another.

You remain responsible for obtaining advice from appropriately qualified legal, accounting, engineering, safety, regulatory, and other professionals.

5. No Guarantee of Results

The Site may discuss objectives, methods, frameworks, expected benefits, illustrative outcomes, or prior experience.

These descriptions do not guarantee that any organization will achieve a particular:

• Financial result;
• Cost reduction;
• Margin improvement;
• Productivity increase;
• Implementation outcome;
• Schedule result;
• Technology adoption rate;
• Operational improvement;
• Regulatory outcome; or
• Return on investment.

Consulting outcomes depend on circumstances outside Boris & Associates’ control, including the accuracy and completeness of client information, executive sponsorship, organizational capacity, employee participation, third-party performance, client decisions, technology limitations, and implementation discipline.

Case studies, examples, and performance descriptions are illustrative and may be anonymized, combined, simplified, or presented without confidential client details.

6. Discovery Calls and Meeting Scheduling

The Site may permit prospective clients, existing clients, partners, vendors, and other users to schedule meetings.

Scheduling a discovery call or another meeting:

• Does not create a consulting engagement;
• Does not constitute acceptance of a project;
• Does not guarantee that Boris & Associates will provide services;
• Does not reserve project personnel or implementation capacity;
• Does not create a duty to provide advice; and
• Does not establish that a potential engagement is free of conflicts or otherwise acceptable.

We may cancel, decline, shorten, reschedule, or redirect a meeting when reasonably necessary.

Users should not submit confidential, privileged, competitively sensitive, export-controlled, or security-sensitive information through a public scheduling form.

7. AI Receptionist and Automated Assistance

Boris & Associates may use an artificial-intelligence-assisted receptionist or other automated systems to:

• Answer calls;
• Identify the purpose of a call;
• Provide approved general information;
• Route calls;
• collect contact and business information;
• Prepare call summaries;
• Schedule meetings;
• Send appointment-related communications; and
• Support administrative follow-up.

The AI receptionist does not provide consulting, legal, accounting, engineering, safety, or other professional advice.

The AI receptionist is not authorized to:

• Enter into an agreement;
• Accept a proposal or purchase order;
• Provide pricing;
• Approve a discount;
• Commit personnel;
• Confirm project availability;
• Make a binding representation;
• Modify a contract;
• Guarantee a result; or
• Waive a right belonging to Boris & Associates.

Calls may be recorded, transcribed, summarized, or analyzed when disclosed to the caller and permitted by applicable law. The related practices are described in our Privacy Policy.

If you do not wish to interact with an automated receptionist or have your call recorded or transcribed, you may request an alternative communication method, such as email, where reasonably available.

8. Electronic Communications

By contacting Boris & Associates electronically, you consent to receive communications reasonably related to your inquiry, scheduled meeting, active engagement, application, partnership request, or other communication.

Communications may be delivered through:

• Email;
• Telephone;
• Voicemail;
• Text message;
• Calendar invitation;
• Video-conferencing platform; or
• Other business communication system.

You are responsible for ensuring that the contact information you provide is accurate and that you are authorized to use it.

Electronic communications may not always be secure, uninterrupted, or error-free. Do not send passwords, payment-card information, government identifiers, health information, or other highly sensitive information through ordinary email, text, or public website forms.

9. Text Messaging Terms

Where you expressly opt in to receive text messages from Boris & Associates, messages may concern:

• Responses to inquiries;
• Consultation confirmations;
• Appointment reminders;
• Scheduling changes;
• Requested information;
• Existing-client communications; or
• Marketing messages when separately authorized.

Message frequency may vary. Message and data rates may apply.

Consent to receive marketing text messages is not a condition of purchasing or receiving consulting services.

You may opt out by replying STOP. You may reply HELP for assistance or contact info@borisai.co.

Carriers are not responsible for delayed or undelivered messages.

Mobile information will not be shared with third parties or affiliates for marketing or promotional purposes.

Text-messaging originator opt-in data and consent will not be shared with third parties for their independent purposes. Providers that are strictly necessary to transmit or administer the messages may process this information on our behalf, subject to applicable confidentiality, security, and use restrictions.

Our handling of mobile information is further described in the Privacy Policy.

10. Privacy

Use of the Site is subject to the Boris & Associates Privacy Policy.

The Privacy Policy explains, among other matters:

• What personal information we collect;
• Why we collect it;
• How we use and disclose it;
• How the AI receptionist and call-handling systems may process information;
• How information may be processed across borders;
• How cookies and similar technologies are used;
• How long information is retained;
• How individuals may exercise privacy rights; and
• How to contact the Privacy Officer.

The Privacy Policy is incorporated into these Terms by reference only to the extent permitted by applicable law and only when it has been appropriately brought to your attention.

If these Terms conflict with the Privacy Policy regarding the collection, use, disclosure, retention, or protection of personal information, the Privacy Policy governs those privacy practices.

11. Confidential Information and Unsolicited Submissions

Do not submit confidential or privileged information through a public website form, public email address, AI receptionist, voicemail, or discovery-call scheduling form unless Boris & Associates has authorized the method of transmission.

Submitting information through the Site does not, by itself:

• Create a confidentiality obligation;
• Create a solicitor-client or other privileged relationship;
• Prevent Boris & Associates from working with another organization;
• Reserve a business opportunity;
• Create an exclusive relationship; or
• Prevent Boris & Associates from independently developing similar ideas.

Once a confidentiality agreement or consulting agreement is in effect, confidential information will be handled according to that agreement and applicable law.

This section does not authorize Boris & Associates to disregard privacy obligations applying to personal information.

12. Intellectual Property

The Site and its content are owned by or licensed to Boris & Associates and are protected by applicable intellectual-property laws.

Protected content may include:

• Text;
• Articles;
• Reports;
• Assessments;
• Frameworks;
• Methodologies;
• Process models;
• Maturity models;
• Diagrams;
• Graphics;
• Videos;
• Photographs;
• Logos;
• Trademarks;
• Templates;
• Documents;
• Presentations;
• Downloads;
• Website design;
• Software components; and
• Databases.

Boris & Associates grants you a limited, revocable, non-exclusive, non-transferable right to access and use publicly available Site content for legitimate internal business-information purposes.

Unless expressly authorized in writing, you may not:

• Reproduce or republish substantial Site content;
• Sell, sublicense, or commercially distribute Site content;
• Remove copyright or proprietary notices;
• Misrepresent Site content as your own;
• Use Boris & Associates trademarks in a misleading manner;
• Create derivative commercial materials from proprietary frameworks;
• Scrape or systematically extract Site content;
• Use automated tools to build a competing database;
• Use Site content to train a commercial artificial-intelligence model; or
• Use Site content in a manner that infringes intellectual-property rights.

Brief quotations and links may be used where legally permitted and accompanied by appropriate attribution.

13. User Content and Communications

You retain ownership of information and materials you submit, subject to any applicable consulting agreement.

You grant Boris & Associates a limited right to receive, reproduce, store, review, and use submitted material as reasonably necessary to:

• Respond to your request;
• Assess a potential engagement;
• Schedule or conduct a meeting;
• Provide requested services;
• Protect the Site;
• Maintain business records; and
• Comply with legal obligations.

You represent that you have the right to submit the material and that its submission does not violate another person’s rights, confidentiality obligations, contract, or applicable law.

14. Acceptable Use

You may not use the Site to:

• Violate applicable law;
• Commit fraud or make a material misrepresentation;
• Impersonate another person or organization;
• Infringe intellectual-property or privacy rights;
• Introduce malicious code;
• Probe or circumvent Site security;
• Interfere with Site availability;
• Access systems or data without authorization;
• Harvest contact information;
• send spam;
• Conduct abusive automated scraping;
• Misuse forms, scheduling systems, or telephone services;
• Submit unlawful, threatening, discriminatory, or defamatory content; or
• Misrepresent a relationship with Boris & Associates.

We may restrict or terminate access when we reasonably believe the Site is being misused or when necessary to protect Boris & Associates, its clients, service providers, users, or systems.

15. Third-Party Services and Links

The Site may use or link to third-party platforms, including platforms used for:

• Scheduling;
• Video meetings;
• Telephone and messaging services;
• Website hosting;
• Analytics;
• Customer relationship management;
• Document delivery;
• Social media;
• Mapping; or
• Embedded content.

A link or integration does not constitute an endorsement or guarantee.

Third-party services are governed by their own terms and privacy practices. Boris & Associates does not control the availability, security, accuracy, or practices of independent third parties.

16. Website Availability and Security

We use reasonable measures to maintain the Site, but we do not guarantee that it will be:

• Continuously available;
• Free of errors;
• Free of malicious code;
• Compatible with every device;
• Complete or current at all times; or
• Immune from unauthorized access.

We may modify, suspend, restrict, or discontinue all or part of the Site without liability, subject to applicable law and any separate contractual commitments.

17. Disclaimer of Warranties

To the fullest extent permitted by law, the Site and its content are provided on an “as is” and “as available” basis.

Boris & Associates disclaims implied warranties concerning the Site, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted availability.

This disclaimer does not exclude a warranty or statutory protection that cannot lawfully be excluded.

18. Limitation of Liability

To the fullest extent permitted by applicable law, Boris & Associates and its directors, officers, employees, contractors, representatives, and affiliates will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages arising solely from use of or inability to use the Site.

This includes, where legally permitted, loss of profits, revenue, business opportunity, data, goodwill, or anticipated savings.

For claims arising exclusively from free use of the Site, the aggregate liability of Boris & Associates will not exceed:

• CAD $100 for a claim governed by Canadian law; or
• USD $100 for a claim governed by United States law.

These limitations do not apply to:

• Fraud;
• Intentional misconduct;
• Gross negligence where liability cannot legally be limited;
• Violation of a non-waivable statutory right;
• Death or personal injury caused by conduct for which liability cannot be excluded; or
• Liability that otherwise cannot lawfully be limited.

Liability relating to consulting services is governed by the applicable signed consulting agreement rather than this section.

19. Indemnification

To the extent permitted by law, you agree to indemnify Boris & Associates against third-party claims, damages, liabilities, and reasonable legal costs arising directly from:

• Your unlawful use of the Site;
• Your material violation of these Terms;
• Material you submit without appropriate authority;
• Your infringement of another person’s intellectual-property or privacy rights; or
• Your intentional interference with the Site’s operation or security.

This obligation does not apply to the extent a claim was caused by Boris & Associates’ own unlawful conduct, negligence, or breach of duty.

20. Dispute Resolution

Before starting a Site-related legal proceeding, the parties should attempt in good faith to resolve the dispute through written notice and informal discussion for at least 30 days.

A notice should describe:

• The party raising the dispute;
• The relevant facts;
• The requested resolution; and
• Appropriate contact information.

This informal process does not prevent a party from seeking urgent injunctive relief, preserving a limitation period, reporting a privacy concern to a regulator, or exercising a non-waivable legal right.

The parties may agree in writing to mediation or arbitration after a dispute arises.

These Terms do not impose mandatory pre-dispute arbitration on Site users. Arbitration provisions relating to a consulting engagement, if any, will be contained in the applicable signed consulting agreement.

21. Governing Law and Courts

Consulting engagements

The governing law, forum, and dispute-resolution procedures for consulting services are determined by the applicable signed consulting agreement.

Canadian Site users

For a dispute arising solely from Site use by a person ordinarily resident in Canada or an organization whose principal place of business is in Canada, these Terms are governed by the laws of Quebec and the applicable federal laws of Canada.

Subject to mandatory law, the courts located in the judicial district of Montreal, Quebec, will have jurisdiction.

United States Site users

For a dispute arising solely from Site use by a person ordinarily resident in the United States or an organization whose principal place of business is in the United States, these Terms are governed by the laws of Florida and applicable federal law.

Subject to mandatory law, the state and federal courts located in Miami-Dade County, Florida, will have jurisdiction.

Users located elsewhere

For Site users located outside Canada and the United States, Florida law and the courts located in Miami-Dade County will apply, unless a mandatory law requires otherwise.

Nothing in this section deprives a person of a mandatory right or forum protection that cannot legally be waived.

22. Language

A French version of these Terms will be made available to users in Quebec.

Where these Terms constitute or form part of a contract of adhesion or another contract subject to Quebec language requirements, the French version must be provided or made appropriately accessible before the user expressly chooses to be bound by an English version.

For negotiated consulting agreements, the language of the agreement will be determined in accordance with applicable law and the parties’ documented choice.

La version française des présentes conditions est disponible sur le Site.

23. Changes to These Terms

We may update these Terms to reflect changes to:

• The Site;
• Our communication practices;
• Applicable laws;
• Security requirements;
• Business operations; or
• Service-provider arrangements.

The effective date will be updated when changes are made.

Changes will apply prospectively. We will not rely on an updated version to retroactively expand our rights concerning previously collected personal information without providing legally required notice or obtaining legally required consent.

Where a change materially affects a user’s rights, we may provide additional notice or request renewed acceptance.

24. Severability

If a provision of these Terms is found invalid, illegal, or unenforceable, it will be modified only to the minimum extent necessary or severed where modification is not possible.

The remaining provisions will continue in effect.

25. Waiver

A failure to enforce a provision does not constitute a waiver of that provision or another right.

A waiver is effective only when made in writing by an authorized representative.

26. Assignment

You may not transfer your rights or obligations under these Terms without our prior written consent.

Boris & Associates may transfer these Terms in connection with a merger, reorganization, financing, sale of assets, corporate restructuring, or transfer of the Site, subject to applicable law and privacy obligations.

27. Entire Agreement for Site Use

These Terms and the Privacy Policy constitute the agreement concerning use of the Site.

They do not replace a signed consulting agreement, confidentiality agreement, employment agreement, vendor agreement, partnership agreement, or other separately executed contract.

28. Contact Information

Questions concerning these Terms may be directed to:

Samantha Spinelli
General Counsel
Boris & Associates Inc.
Email: samantha.spinelli@borisai.co
Telephone: (877) 814-5498
Address: 423–125 Chabanel Street West
Montreal, Quebec H2N 1E4
Canada

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