Terms of Service

1. Acceptance of Terms

By accessing or using AlterFlow AI's services, website, or any platform we build or maintain on your behalf ("Services"), you agree to be bound by these Terms of Service ("Terms"). If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not agree, do not use our Services.

2. Description of Services

AlterFlow AI is a Toronto-based consultancy that designs, builds, and supports custom software platforms for enterprises. Our Services include discovery and process analysis, system design, software development, deployment, and ongoing maintenance and support. Specific deliverables, timelines, and fees are defined in individual service agreements or statements of work ("SOW") executed between us and the customer.

3. Customer Accounts and Access

You are responsible for:

• Maintaining the confidentiality of account credentials and access tokens
• All activity that occurs under your account
• Notifying us promptly of any unauthorized access or security breach
• Ensuring that all users under your account comply with these Terms

4. Acceptable Use

You agree not to:

• Use the Services in violation of any applicable law or regulation
• Attempt to gain unauthorized access to any part of the Services or related systems
• Reverse-engineer, decompile, or disassemble any proprietary component of the Services
• Use the Services to transmit malware, spam, or other harmful content
• Interfere with or disrupt the integrity or performance of the Services
• Resell or sublicense the Services without prior written consent

5. Customer Data and Responsibilities

You retain all rights to data you provide or process through our Services ("Customer Data"). You are responsible for ensuring that you have the legal right to provide Customer Data to us and that its use complies with applicable privacy laws, including PIPEDA (Personal Information Protection and Electronic Documents Act) and any provincial privacy legislation. We process Customer Data only as instructed by you and in accordance with our Privacy Policy and any applicable SOW.

6. Intellectual Property

Custom Work

Unless otherwise specified in a SOW, upon full payment, the customer receives ownership of all custom code, designs, and documentation developed specifically for their project. This includes full source code, deployment configurations, and runbooks.

Pre-Existing IP and Tools

AlterFlow AI retains ownership of all pre-existing intellectual property, proprietary tools, frameworks, libraries, methodologies, and general-purpose components used in the delivery of Services. Where such components are incorporated into custom work, the customer receives a perpetual, non-exclusive, royalty-free license to use them as part of the delivered solution.

Open-Source Components

We build on standard open-source technologies (e.g., Next.js, PostgreSQL, Docker). These components are governed by their respective open-source licenses, not by these Terms.

7. Fees and Payment

Fees for Services are set out in the applicable SOW. Unless otherwise agreed:

• Invoices are due within 14 days of issue
• All fees are in Canadian dollars (CAD) unless otherwise stated
• Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less
• Customers are responsible for all applicable taxes (HST/GST/PST)

We reserve the right to suspend Services if payment is more than 30 days overdue after written notice.

8. Confidentiality

Each party agrees to keep the other party's confidential information ("Confidential Information") private and not to disclose it to third parties except as necessary to perform under these Terms. Confidential Information includes business plans, customer data, technical specifications, pricing, and any information marked as confidential. This obligation survives termination of these Terms for a period of three (3) years.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed without reference to the disclosing party's information; or (d) is required to be disclosed by law.

9. Warranties and Disclaimers

Our Warranty

We warrant that Services will be performed in a professional and workmanlike manner consistent with industry standards. If any deliverable fails to conform to the specifications in the applicable SOW, we will re-perform the non-conforming work at no additional cost, provided you notify us within 30 days of delivery.

Disclaimer

Except as expressly stated above, the Services are provided "as is" and "as available." We disclaim all other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or completely secure.

10. Beta and Preview Features

We may offer beta, preview, or experimental features. These are provided "as is" without any warranty or uptime guarantee. Beta features may change, break, or be discontinued without notice. We recommend not relying on beta features for production workloads.

11. Limitation of Liability

To the maximum extent permitted by applicable law:

• Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunity, arising out of or related to these Terms
• AlterFlow AI's total aggregate liability under these Terms shall not exceed the total fees paid by the customer in the twelve (12) months preceding the event giving rise to the claim

These limitations apply regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if a party has been advised of the possibility of such damages.

12. Indemnification

You agree to indemnify, defend, and hold harmless AlterFlow AI, its officers, directors, and employees from any third-party claims, losses, or damages (including reasonable legal fees) arising from: (a) your use of the Services in violation of these Terms; (b) your Customer Data; or (c) your violation of any applicable law.

13. Term and Termination

These Terms remain in effect as long as you use our Services. Either party may terminate a SOW:

• For convenience with 30 days' written notice
• Immediately if the other party materially breaches these Terms and fails to cure within 15 days of written notice
• Immediately if the other party becomes insolvent or enters bankruptcy proceedings

Upon termination, you will pay for all Services rendered through the termination date. We will provide reasonable assistance to transition deliverables and Customer Data back to you. Sections on Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and Governing Law survive termination.

14. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, pandemic, war, terrorism, government actions, power failures, internet disruptions, or third-party service outages. The affected party must promptly notify the other and use reasonable efforts to mitigate the impact.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute arising under these Terms shall first be attempted to be resolved through good-faith negotiation. If unresolved within 30 days, either party may submit the dispute to binding arbitration administered under the rules of the ADR Institute of Canada, conducted in Toronto, Ontario. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction in Ontario.

16. General Provisions

• Entire Agreement: These Terms and any executed SOW constitute the entire agreement between the parties and supersede all prior agreements, understandings, or representations.
• Severability: If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: No failure or delay in exercising any right shall constitute a waiver of that right.
• Assignment: Neither party may assign these Terms without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• Notices: Legal notices must be in writing and sent to the addresses specified in the applicable SOW or to the contact information below.

17. Changes to These Terms

We may update these Terms from time to time. Material changes will be communicated via email to active customers or by posting a notice on our website at least 30 days before the changes take effect. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

18. Contact

If you have questions about these Terms, please contact us at:

AlterFlow AI
Toronto, Ontario, Canada
Email: [email protected]