Canopy — Licence & Terms of Use

There are two ways to buy a Canopy node — facilitated or self-led — plus training, and one set of terms:

• Self-Led nodes — a node you buy and run yourself. Section 3 applies, together with the general sections 6–14.
• Facilitated engagements — Third Vector facilitates working sessions and delivers Canopy nodes under an Order Form and Statement of Work. Section 4 applies, together with the general sections 6–14.
• Training — live, instructor-led training for your team. Section 5 applies, together with the general sections 6–14.

For facilitated engagements and training bought under an Order Form, the Order Form, the SOW (where used) and these terms together form the agreement. In the event of conflict, the Order Form prevails over the SOW, and the SOW prevails over these terms, except that the general sections 6 to 14 of these terms prevail over the SOW and can be varied only in an Order Form that refers expressly to the section it varies.

• Node — a packaged Canopy capability you purchase (for example, the Investment Memo node): an AI skill together with its method and Materials. A node can be bought facilitated (delivered in working sessions under section 4) or self-led (you run it yourself under section 3).
• Materials — everything in a node or training programme except the Skill: workshop decks, facilitator and start-here guides, worked examples, prompts, and any other documents or templates.
• Skill — the Claude Skill and its reference files included in a node. A Skill distributed via its own repository is governed by the licence stated there; if that licence is open-source, it governs the Skill code, and these terms govern the Materials.
• Node Artifacts — the deliverables the Client keeps from a facilitated node: the tuned skill, the session outputs and the documents listed in the SOW for that node.
• Canopy Framework — Third Vector’s Canopy framework and method, including node structures, skills, templates, prompts, know-how and any improvements to them.
• Order Form — the signed document identifying the parties, the scope purchased, the fees and the start date, incorporating these terms (and, where used, an SOW) by reference.
• SOW — the Statement of Work describing the nodes, deliverables, cadence, definition of done, responsibilities and timeline of a facilitated engagement.
• Bundle — the full engagement of nodes identified as the bundle in the Order Form.
• Kickoff — the first working session of a facilitated engagement (including the Context Grounding session), on the start date set in the Order Form or as otherwise agreed.
• Client / Buyer / you — the individual or organisation that purchased the offering.

Third Vector owns and retains all rights in the Canopy Framework and the Materials, including all pre-existing intellectual property and any improvements to the framework, method or skills developed during or arising from an engagement or training. Every licence in these terms is a licence, not a sale or transfer of the underlying intellectual property. All rights not expressly granted are reserved.

As between the parties, the Client owns its own data, inputs and business information, and the Client-specific content of the Node Artifacts produced from them. Third Vector uses the Client’s data and inputs solely to deliver the engagement or training, under the confidentiality and data handling obligations of sections 7 and 8.

Learnings and generalisation. Third Vector may use the general knowledge, experience and know-how gained in delivering engagements and training — including patterns, techniques and method improvements — to improve the Canopy Framework and to build generalised nodes, templates and other offerings, provided it does so without using or disclosing the Client’s confidential information, source data or the Client-specific content of Node Artifacts. In short: the Client keeps its licensed, tailored instance (section 4.3); Third Vector keeps and generalises the method.

This section applies to facilitated engagements and training, and to any confidential information otherwise exchanged between the parties. Each party will keep the other party’s confidential information secret, use it only for the purposes of the engagement or training, protect it with at least reasonable care, and return or delete it on the other party’s request. Confidential information is any non-public information disclosed in connection with the engagement or training that is marked confidential or that a reasonable person would understand to be confidential, including the Client’s business information and Third Vector’s framework, methods and pricing.

This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to the receiving party, is independently developed without use of the other party’s information, or must be disclosed by law or a competent authority. The obligation continues for as long as the information remains confidential. Nothing in this section prevents Third Vector from using generalised learnings as described in section 6 (Learnings and generalisation).

The Canopy nodes are run within the Client’s own environment, on the Client’s own AI (e.g. Claude) instance. The Client’s source data, systems and inputs remain on the Client’s infrastructure at all times; Third Vector does not receive, host, store or process the Client’s source data. As part of the review cycles included in an engagement, the Client may choose to share specific node outputs with Third Vector for review. Third Vector will access only the materials the Client elects to share, use them solely to provide that review, handle them on Third Vector’s own device, and will not retain them beyond the engagement, deleting them on request. Third Vector does not use any Client materials to train AI models or to develop other products. The Client remains responsible for its own use of AI tools and for compliance with the laws applicable to its data.

Each node carries its own version number and changelog. When Third Vector releases an update or improvement to a node, it makes it available to everyone who has bought that node — self-led or facilitated alike. Updates and improvements are released at Third Vector’s discretion; these terms do not oblige Third Vector to release them on any schedule, or at all. These terms are independent of any node or Skill version: a new release does not change, or require an update to, this document.

Except for the obligation in section 4.2 to perform facilitated engagements — and training — with reasonable skill and care, everything Canopy is provided “as is”. Canopy is a decision-analysis and support tool: it supports your judgement and does not guarantee any funding, business or other outcome. AI-generated output may contain errors and must be reviewed by you before it is relied on. We do not warrant fitness for a particular purpose.

To the maximum extent permitted by law, Third Vector’s total liability arising from or in connection with an offering is limited to the amount you paid for that offering (for facilitated engagements: the fees paid under the applicable Order Form). We are not liable for indirect or consequential loss, including lost profits, lost data, or business decisions made on the basis of the Materials or Node Artifacts. Nothing in these terms limits liability that cannot be excluded by law, including liability arising from intent or deliberate recklessness.

For purchases under an Order Form, the Order Form, the SOW (where used) and these terms form the entire agreement regarding their subject matter and supersede prior proposals and discussions. Amendments are only binding if agreed in writing (email suffices). Neither party may assign the agreement without the other party’s prior written consent. If a provision is held invalid, the remainder stays in force and the parties will replace the provision with a valid one that most closely matches its intent. Notices may be given by email.

These terms and any agreement they form part of are governed by the laws of the Netherlands. Disputes are subject to the exclusive jurisdiction of the competent court in Rotterdam, except where mandatory consumer law gives a consumer the right to bring proceedings elsewhere.

Third Vector Advisory B.V. · KvK 99226774 · Heemraadssingel 123A, 3022 CC Rotterdam, The Netherlands · help@thirdvector.io · thirdvector.io