These Terms of Service ("Terms") govern the purchase and delivery of the "Research Server — Done-For-You Setup" service (the "Service"). By submitting the intake form, paying the fee, or otherwise engaging the Service, you ("Client", "you", "your") agree to these Terms. If you do not agree, do not purchase the Service.
The Service is a one-time, fixed-fee professional installation and configuration engagement. We install and configure a self-hosted instance of the Research Server software (Node.js, SQLite, and Claude AI orchestration components) on hardware or a virtual private server ("VPS") that you own or control.
The included deliverables are defined exclusively by the Service Scope Document published at service-scope.html and incorporated into these Terms by reference. The Service Scope Document is the complete and final statement of what the fee covers.
Anything not expressly listed as included in the Service Scope Document is not part of the Service. This includes, without limitation: ongoing maintenance, monitoring, hosting, third-party subscription costs, hardware, software licences for third-party products, and any custom development beyond the published configuration. Ongoing maintenance is available separately under a managed retainer (see Section 9).
The Service is a custom professional service performed and delivered specifically for you. It is not a shrink-wrapped product, a subscription, or a digital download.
The fee for the Service is CAD $2,500, charged one time. The fee is fixed. There is no hourly billing and no scope creep within the published scope.
The fee is stated exclusive of applicable taxes. If Shoogar Soft is registered for GST/HST at the time of sale, GST/HST will be added to the invoice at the applicable rate and itemized separately. Where Shoogar Soft is not registered for GST/HST, no GST/HST is charged.
Payment is collected through Stripe. By paying, you also agree to Stripe's terms. We do not store your full payment card details; Stripe processes and stores them.
Work begins after both (a) the intake form is completed and (b) payment has cleared. A completed intake form without payment does not reserve a delivery slot.
We aim to deliver a running, configured instance within approximately one (1) week of receiving both your completed intake form and cleared payment. This is a good-faith estimate, not a guaranteed date.
Delivery is asynchronous and written. No phone calls, video calls, or scheduled meetings are included or required. All communication occurs by email and through the handoff document.
Timely delivery depends on you providing, when requested: access to the target hardware or VPS, credentials or app passwords for the accounts you want connected, and answers to clarifying questions. Delays caused by missing access, missing credentials, or unanswered questions extend the timeline accordingly and are not our responsibility.
The Service is complete when we deliver the configured instance together with a written handoff document. A reasonable period of written clarification after handoff is included as described in the Service Scope Document.
All sales are final. The fee is non-refundable once work has begun (see Section 2.4).
The Service is a custom professional service configured specifically for your environment, accounts, and goals. Once work begins, our time and expertise are expended and cannot be recovered or resold. For this reason, and consistent with the treatment of custom and made-to-order services, the fee is non-refundable.
If you have paid but work has not yet begun (intake form not yet completed, or you cancel in writing before configuration starts), we will refund the fee in full, less any non-recoverable payment-processing fees charged by Stripe.
Nothing in this Section limits any non-waivable rights you may have under the Consumer Protection Act (Alberta) or other applicable consumer-protection law. Where such law grants you a right that cannot be waived by contract, that right prevails over this Section to the extent of the conflict.
To the maximum extent permitted by law, the total aggregate liability of Shoogar Soft to you for any and all claims arising out of or related to the Service — whether in contract, tort (including negligence), or otherwise — shall not exceed the amount you actually paid for the Service (CAD $2,500).
To the maximum extent permitted by law, Shoogar Soft is not liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, lost revenue, lost data, business interruption, or loss of goodwill, even if advised of the possibility of such damages.
The Service installs and configures software that depends on third-party products and services, including Node.js, SQLite, the Anthropic Claude API, your email provider, and any accounts you choose to connect. Shoogar Soft does not control and is not responsible for the availability, pricing, security, changes, or discontinuation of those third-party products and services. Their use is governed by their own terms.
The system uses AI (large language models) to perform automated tasks. AI output can be inaccurate, incomplete, or unexpected. You are responsible for reviewing and supervising the system's actions, especially any automated action that sends email, modifies files, handles money, or interacts with third parties. Shoogar Soft is not liable for outcomes of autonomous or AI-generated actions performed by the system after handoff.
The system runs on your hardware or VPS, under your control. After handoff, you are responsible for the security, patching, backups, credentials, and access control of your environment. Shoogar Soft is not liable for losses arising from your environment, your credentials, or actions taken on your system after handoff.
The Service is provided on a commercially reasonable best-efforts basis. Except as expressly stated in these Terms and to the extent permitted by law, the Service and any deliverables are provided "as is" without warranties of any kind, whether express or implied, including implied warranties of merchantability or fitness for a particular purpose.
Some jurisdictions, including Alberta, do not allow the exclusion or limitation of certain warranties or liabilities. Nothing in this Section excludes or limits liability that cannot be excluded or limited under applicable law.
You own your data, your account credentials, your content, and the specific configuration files produced for your instance. After handoff, the configured instance and its data reside on your hardware or VPS and are yours.
Shoogar Soft retains all rights, title, and interest in its methodology, know-how, templates, internal tooling, processes, and any pre-existing or general-purpose code, scripts, patterns, and documentation used to deliver the Service. Nothing in these Terms transfers ownership of that methodology to you.
Open-source components delivered as part of the Service are licensed under their respective open-source licences (including the MIT-licensed recipes published in the public repository). Those licences govern your rights to that code, and nothing in these Terms restricts rights granted to you under those open-source licences.
Shoogar Soft is free to reuse general skills, experience, and knowledge gained while delivering the Service, provided it does not disclose your confidential information or personal information.
Each party will keep confidential the non-public information of the other party that it receives in connection with the Service, and will use it only to perform or use the Service. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party, or is required to be disclosed by law. Handling of personal information is further governed by our Privacy Policy (privacy-policy.html).
Before commencing any formal proceeding, the party raising a dispute must give the other party written notice describing the dispute in reasonable detail (email to claude@shoogarsoft.com is sufficient). The parties will then have thirty (30) days from the date of that notice to resolve the dispute in good faith and to cure the matter complained of (the "cure period").
If the dispute is not resolved within the 30-day cure period, either party may pursue available remedies, subject to the governing law and venue in Section 10.
After delivery, an optional managed maintenance and monitoring retainer is available at CAD $200–$400 per month, depending on scope agreed in writing. The retainer is a separate engagement, billed monthly, and may be cancelled by either party on written notice. These Terms apply to the retainer except where a separate written retainer agreement says otherwise.
These Terms are governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. Subject to Section 8, the parties submit to the exclusive jurisdiction of the courts of the Province of Alberta.
Shoogar Soft reserves the right to decline or refuse any engagement at its discretion, including where the requested configuration is illegal, unsafe, abusive, technically infeasible, intended to facilitate spam or fraud, or outside the scope we offer. If we decline an engagement before work begins, we will refund any fee paid in full (less non-recoverable Stripe processing fees per Section 4.3).
These Terms, together with the Service Scope Document and the Privacy Policy, constitute the entire agreement between you and Shoogar Soft regarding the Service and supersede any prior representations or marketing statements.
Statements on the landing page and in marketing materials are descriptive summaries. Where they conflict with these Terms or the Service Scope Document, these Terms and the Service Scope Document control.
If any provision of these Terms is found unenforceable, the remaining provisions stay in full force, and the unenforceable provision is modified to the minimum extent necessary to make it enforceable.
Failure to enforce any provision is not a waiver of the right to enforce it later.
You may not assign these Terms without our written consent. We may assign these Terms in connection with a reorganization, merger, or sale of the business.
We may update these Terms from time to time. The version in effect at the time of your purchase governs your engagement. Material changes will be reflected by an updated "Last updated" date above.