Terms of Service

ziema29 Tech provides software development, design, cloud hosting, technology consulting, and proprietary software products. We are based in Brantford, ON, Canada. Project-specific scope, deliverables, timelines, and fees are defined in separate statements of work, proposals, or service agreements ("Project Agreements"). If there is a conflict between these Terms and a signed Project Agreement, the Project Agreement controls for that project.

Our Services may include, without limitation:

• Custom software, web, and mobile application development
• UI/UX design and product consulting
• Managed AWS hosting and related infrastructure services
• Proprietary software products, including ZiemaOps AI and future ziema29 products
• Maintenance, support, debugging, and upgrades for existing applications
• Access to our client portal for project updates, documents, messaging, and billing

We may modify, suspend, or discontinue any part of the Services at any time. Features described on our website are subject to availability and may require a separate agreement or subscription.

Some Services require an account. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. You agree to provide accurate information and to notify us promptly of unauthorized access.

You agree not to:

• Use the Services for unlawful, fraudulent, or abusive purposes
• Attempt to gain unauthorized access to our systems, other accounts, or client data
• Interfere with or disrupt the integrity or performance of the Services
• Upload malware, spam, or content that infringes third-party rights
• Reverse engineer or scrape the Services except where permitted by law
• Use AI or automation features to send spam, phishing, or unsolicited bulk communications
• Configure agents or workflows to perform unlawful, deceptive, or harmful actions
• Attempt to bypass human-approval, guardrail, or permission controls in our software products
• Process special categories of personal data through our products without appropriate legal basis and configuration

We may suspend or terminate access if we reasonably believe you have violated these Terms or pose a security risk.

The client portal allows you to view project status, exchange messages, access shared documents, and manage billing where applicable. Content you submit through the portal must be lawful and must not contain sensitive personal data unless necessary for the project and agreed in writing.

We may send transactional emails related to your account, projects, invoices, hosting, or security notices. Marketing communications, where sent, will include an option to opt out where required by law.

Fees for custom development and consulting are set out in your Project Agreement. For managed hosting and subscription services, pricing is described on our website or in your order and may include fixed recurring fees and/or usage-based charges (including pass-through cloud provider costs plus our stated service fee).

Payments may be processed through third-party providers such as Stripe. By submitting payment information, you authorize us and our payment processors to charge applicable fees. Unless otherwise stated, fees are non-refundable once a billing period has started or work has commenced, except where required by law or explicitly agreed in writing.

You are responsible for applicable taxes. Late payments may result in suspension of Services after reasonable notice.

Where we provide managed AWS hosting, we operate infrastructure on your behalf subject to your plan and agreement. You retain responsibility for your applications, content, and compliance with applicable laws. Cloud usage is subject to AWS and third-party provider terms in addition to ours.

We target high availability but do not guarantee uninterrupted service. Scheduled maintenance, third-party outages, and force majeure events may affect availability. Backup, disaster recovery, and SLA terms, if any, are defined in your hosting or Project Agreement.

ZiemaOps AI and other ziema29 software products are offered as subscription or usage-based services, including during early access, pilot, or beta periods. Access is provided through a workspace (tenant) assigned to your organization. Additional product-specific terms in your order, plan description, or signed agreement supplement these Terms.

Subscriptions and plans. Plans may include limits on users, agents, workflows, connectors, storage, runs, or AI usage. Fees may be billed monthly, quarterly, semi-annually, or annually, or metered by usage. Trials and promotional access may convert to paid plans unless cancelled before the trial ends. Unless stated otherwise, subscriptions renew automatically until cancelled.

Early access and beta. Features labelled early access, pilot, or beta may change, be withdrawn, or perform differently from production releases. During these periods we do not guarantee uptime, performance, or backward compatibility unless expressly agreed in writing.

Your configuration and responsibility. You are responsible for how you configure agents, workflows, knowledge sources, connectors, approval policies, and automated actions within your workspace. You must ensure your use complies with applicable law, industry rules, and the rights of your customers, employees, and third parties.

Human approval and restricted actions. Certain actions — such as sending external communications, modifying or deleting records, or initiating financial or contractual steps — may require human review under your configured policies. You are responsible for designating appropriate approvers and reviewing proposed actions before they are executed.

AI outputs and limitations. AI-generated content, classifications, recommendations, and proposed actions may be inaccurate or incomplete. They are not legal, medical, financial, or other professional advice. You must evaluate outputs before relying on them or allowing them to affect customers, employees, or business operations. We do not guarantee that AI outputs will be error-free, unbiased, or suitable for every purpose.

Prohibited AI uses. You may not use our software products to automate unlawful discrimination, harassment, fraud, malware distribution, unauthorized surveillance, clinical diagnosis, regulated professional judgment, unrestricted autonomous financial transfers, or other high-risk activities explicitly excluded from the product scope.

Your data. As between you and us, you retain ownership of data, documents, prompts, and content you submit to a workspace. You grant us a limited license to host, process, transmit, and display that content solely to provide, secure, and improve the product, subject to your plan and our Privacy Policy.

Availability. We use commercially reasonable efforts to maintain product availability. Planned maintenance, third-party outages, model-provider limits, and force majeure events may affect service. Formal uptime commitments, support response times, and service credits apply only where set out in a signed service level agreement.

We retain ownership of our pre-existing tools, frameworks, templates, and general know-how. Upon full payment of all fees due under the applicable Project Agreement, you receive the ownership or license rights to custom deliverables as specified in that agreement, unless otherwise stated.

You grant us a limited license to use your materials, trademarks, and content solely as needed to perform the Services. You represent that you have the rights to provide such materials.

Unless you opt out in writing, we may identify you as a client and describe general, non-confidential work in our portfolio or marketing materials.

Each party may receive confidential information from the other. Both parties agree to use confidential information only to perform obligations under the applicable agreement and to protect it with reasonable care. Confidentiality obligations do not apply to information that is public, independently developed, or lawfully obtained from a third party without restriction.

The Services may integrate with or rely on third parties such as AWS, Stripe, email providers, large language model providers, collaboration platforms (e.g. Microsoft 365, Google Workspace), and analytics or support tools. Your use of those services may be subject to separate terms and privacy policies. We are not responsible for third-party services outside our reasonable control.

EXCEPT AS EXPRESSLY SET OUT IN A SIGNED PROJECT AGREEMENT OR SERVICE LEVEL AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be error-free, secure, or meet every business requirement. You are responsible for evaluating whether the Services are suitable for your needs. Without limiting the foregoing, we do not warrant the accuracy, completeness, or legality of AI-generated outputs, automated classifications, or proposed actions produced by our software products.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ZIEMA29 TECH NOR ITS DIRECTORS, EMPLOYEES, OR CONTRACTORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL.

OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT, OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

You agree to indemnify and hold us harmless from claims, damages, and expenses (including reasonable legal fees) arising from your content, your configuration of agents or workflows, automated actions taken under your account, your use of the Services in violation of these Terms, or your violation of applicable law or third-party rights.

You may stop using the Services at any time. For subscription products, cancellation takes effect at the end of the current billing period unless otherwise stated. We may suspend or terminate access for breach, non-payment, or security reasons. Upon termination, your right to access a workspace may end and data may be deleted after any applicable retention or export period described in our Privacy Policy or your agreement. Provisions that by nature should survive termination — including payment obligations, intellectual property, confidentiality, disclaimers, and limitations of liability — will survive.

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. You agree to the exclusive jurisdiction of the courts located in Ontario, Canada, except where mandatory consumer protection laws provide otherwise.

We may update these Terms from time to time. The "Last updated" date at the top reflects the latest revision. Material changes will be posted on this page. Continued use of the Services after changes become effective constitutes acceptance of the revised Terms.

Questions about these Terms? Email support@ziema29.com.