Terms of Service | ProjEase

1. About these Terms

These Terms of Service ("Terms") are an agreement between Dev Inception Limited, a company registered in Canada ("Dev Inception Limited", "we", "us"), and the organisation that signs up for ProjEase ("Customer", "you"). They cover every ProjEase product: the ProjEase Hub, Colloza, OrgEntity and the OrgEntity Tracker, Plagenda, Bookuracy, and their web, desktop and phone apps (together, the "Services").

The person who accepts these Terms confirms that they have authority to bind the organisation. If you do not have that authority, or do not agree, do not use the Services. The Services are for business use; they are not offered to consumers for personal, family or household purposes.

Sections 1 to 14 and 22 to 28 apply to every product. Sections 15 to 21 add terms for individual products; where a product section and a general section conflict about that product, the product section wins. If you sign a separate order form or enterprise agreement with us, it takes precedence over these Terms where they conflict. How we handle personal information is described in our Privacy Policy, which forms part of these Terms.

2. Definitions

"Hub" — your organisation's account on ProjEase: its members, the products it has turned on, its billing and its settings.
"User" — a person your organisation has invited to its Hub, or who created it. Guests (Section 16) are Users with limited access.
"Customer Data" — everything you and your Users put into the Services or that the Services record on your behalf: messages, files, calls and recordings, people and HR records, time and activity records, screenshots, tasks, accounting records, and the personal information in any of them.
"Account Data" — the information we need to run your relationship with us: administrator contact details, billing details, and how the Services are used and perform.
"Subscription" — the plan, modules, add-ons, seats and billing cycle your Hub has chosen.
"Documentation" — the product help, pricing page and in-product explanations we publish.

3. Accounts and Hubs

Who signs up. The person who creates a Hub becomes its owner. The owner and the administrators they appoint control the Hub: who is invited, which products each person may use and with which role, billing, security settings and data exports.
Accurate information. You will give accurate sign-up and billing information and keep it current. A Hub's email address must be one your organisation controls; we verify it before the account can be used.
One person, one login. Each User has their own sign-in. Logins may not be shared. The same email address may hold separate accounts in different Hubs; each account belongs to its Hub.
Security. You are responsible for what happens under your Users' accounts, for keeping passwords confidential, and for turning on the protections the Hub offers (such as two-step verification with an authenticator app) where your risk requires it. Tell us promptly at [email protected] if you believe an account has been compromised.
Minimum age. Users must be at least 16 years old, and old enough to work lawfully where they are.
Your Users. You are responsible for your Users' compliance with these Terms, and for giving them any notice or obtaining any consent the law requires before their information is put into the Services.

4. Subscriptions, trials and billing

4.1 Plans, modules and add-ons

You can subscribe to one or more products as individual modules, to all four products together ("Pro"), or on an Enterprise agreement. Current prices, and what each plan includes, are on our pricing page. Prices are in US dollars, per seat per month unless stated otherwise, and are billed monthly or annually as you choose (the annual price is billed in one payment for the year).

Screenshots add-on. Screenshot capture in the OrgEntity Tracker is a paid add-on, charged per seat on top of the plan, and available only to Hubs that have OrgEntity. Without it the Tracker still records working time and activity levels, but never takes a screenshot (Section 18).
Storage add-on. Each Hub includes file storage according to its size: 25 GB for up to 50 active Users, 50 GB for 51 to 99, 100 GB for 100 to 199, 200 GB for 200 to 299, and 350 GB for 300 or more. Extra storage is sold per Hub in blocks of 50 GB. Uploads that would take the Hub over its allowance are refused until space is freed or a block is added. Screenshots taken by the Tracker do not count against file storage.

4.2 Seats

A seat is one User. Your subscription is billed for the number of seats it holds. When an owner or administrator invites people, the seat count rises to cover active Users plus pending invitations, and the change is charged pro rata for the rest of the billing period; you are told what the plan now holds. Owners and administrators can also change the seat count in Hub → Billing; an invitation cannot be accepted while every seat is taken. Guests (Section 16) do not take a seat.

4.3 Free trial

A new Hub may start with a 14-day free trial, once per organisation. We may ask for a payment method to start the trial. Three days and one day before the trial ends we email the owner. When the trial ends, the subscription starts automatically and the payment method on file is charged, unless you cancel before the end of the trial. If there is no valid payment method when the trial ends, the Hub becomes read-only (you can see everything but create or change nothing) until billing is set up, and Section 4.7 applies.

4.4 Billing and renewal

Subscriptions renew automatically at the end of each billing period for another period of the same length, at the prices then in effect, until cancelled. You authorise us, and our payment processor Stripe, to charge the payment method on file for each renewal and for any pro-rated charges. Card details are entered into a form provided by Stripe and go directly to Stripe; they never reach our servers. Invoices are available in Hub → Billing.

4.5 Changing your plan

You can add or remove modules and add-ons, change seats, or switch between monthly and annual billing from Hub → Billing. Increases take effect immediately and are charged pro rata for the remainder of the period. Reductions take effect immediately and the unused portion is credited against future invoices.

4.6 Cancellation and refunds

An owner or administrator can cancel at any time in Hub → Billing. Cancellation takes effect at the end of the current billing period: the Hub keeps full access until then, is not charged again, and can reactivate before that date. Fees already paid are non-refundable, including for partly used periods and unused seats, except where these Terms say otherwise or the law requires a refund. Credits for reductions are applied to future invoices and are not paid out in cash. If we terminate the Services for our convenience under Section 13, we refund the prepaid fees for the period after termination.

4.7 Late or failed payment

If a payment fails, our payment processor retries it, and the Hub may become read-only until payment succeeds.
If the Hub is still unpaid 7 days after it became past due, we email the owner a warning.
If it is still unpaid 14 days after it became past due, the Hub is suspended: Users cannot sign in to it until billing is settled. Customer Data is kept.
After 90 days of suspension we email the owner that the data will be deleted in 30 days. After 120 days of suspension the Hub may be permanently deleted, together with its Customer Data.

4.8 Taxes

Prices exclude taxes. You are responsible for all sales, use, value-added, goods and services and similar taxes on your purchases, other than taxes on our income. Where the law requires us to collect a tax, we add it to the invoice. If you are required to withhold tax, you will pay us the amount we would have received without the withholding.

4.9 Price changes

We may change our prices. A change applies to an existing subscription from its next renewal after we give the owner at least 30 days' notice by email or in the Hub; you can cancel before the new price applies. Introductory prices apply for as long as we say they do when you subscribe.

5. Your data and our role

You own Customer Data. As between you and us, you keep all rights in Customer Data. You give us a limited licence to host, copy, transmit, display and process it only as needed to provide, secure and support the Services for you, as you instruct through the Services and these Terms.
We are your processor. For the personal information in Customer Data you are the controller (or "business", or the organisation accountable under Canadian privacy law), and we process it on your behalf as your processor or service provider, under Section 6. For Account Data, and for information about visitors to our websites, we are the controller, as described in our Privacy Policy.
We do not sell it. We never sell Customer Data, never use it for advertising, and never use it to train models for anyone else.
Your responsibilities. You are responsible for the lawfulness of Customer Data and of the way you use the Services to collect it: having a lawful basis, giving people the notices they are entitled to, obtaining any consent, and meeting the record-keeping, retention and employment laws that apply to you.
Your settings are your instructions. What your administrators turn on — the products, the Tracker's activity and screenshot settings, retention periods, who may see what — are your instructions to us.

6. Data processing terms

This Section is our data processing agreement for the purposes of Article 28 of the EU and UK General Data Protection Regulations and equivalent laws. It applies when we process personal information in Customer Data.

Subject matter and duration. Providing the Services, for as long as we hold Customer Data under these Terms.
Nature and purpose. Hosting, storing, transmitting, displaying, searching, backing up and otherwise processing Customer Data to provide the Services you choose, to secure them, and to give you support.
Data subjects and categories. Those you decide to include: typically your Users, employees and contractors, job candidates, your customers, suppliers and their contacts. Categories include identification and contact details, employment and HR records, time, activity and screenshot records, communications and files, and financial records. Your HR records may include special categories of data (for example health information in leave requests); you decide whether to include them.
Instructions. We process Customer Data only on your documented instructions (these Terms and your use and configuration of the Services), unless the law requires otherwise, in which case we tell you first unless the law forbids it.
Confidentiality. Our staff and contractors who can access Customer Data are bound by confidentiality and access it only when needed to provide the Services, keep them secure, or answer your support request.
Security. We maintain the technical and organisational measures described in our Privacy Policy (Section 8 there) and keep them appropriate to the risk.
Subprocessors. You authorise the subprocessors listed in our Privacy Policy. We will announce a new subprocessor there, and by email to Hub owners, at least 30 days before it starts processing Customer Data. You may object on reasonable data-protection grounds; if we cannot address the objection, you may terminate the affected Services and receive a refund of prepaid fees for them. We impose data-protection obligations on each subprocessor that are no less protective than these, and remain responsible for them.
International transfers. Where Customer Data is transferred out of the EEA, the UK or Switzerland to a country without an adequacy decision, the EU Standard Contractual Clauses (Module 2, controller to processor, or Module 3 where you are yourself a processor) and the UK International Data Transfer Addendum are incorporated into these Terms by reference, with you as data exporter and us as data importer.
Assistance. Taking into account the nature of the processing, we help you respond to requests from people exercising their rights (most can be handled directly in the Services, for example through the Hub's data export), and with security, breach notification, impact assessments and consultations with authorities.
Personal data breaches. We notify you without undue delay, and in any event within 72 hours, after becoming aware of a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Data, with the information you reasonably need to meet your own obligations.
Return and deletion. At the end of the Services we return and delete Customer Data as described in Section 13.
Audits. We make available the information reasonably needed to demonstrate compliance with this Section, and answer reasonable security questionnaires once a year. Where that is not enough, you may, at your cost and on 30 days' notice, have an independent auditor bound by confidentiality inspect our relevant records and procedures, once a year and without disrupting the Services.

7. Acceptable use

You will not, and will not let anyone else:

break the law, or infringe or misappropriate anyone else’s rights, including privacy, employment, intellectual property and consumer-protection laws;
monitor people covertly or unlawfully, use the Tracker or its screenshots on anyone who has not been told about it, or use the Services to collect information you have no lawful basis to collect;
send spam or unsolicited messages, or content that is harassing, defamatory, hateful, sexually explicit involving minors, or that promotes violence;
upload malware, or try to gain unauthorised access to the Services, other Hubs or their data, or bypass limits, seat counts, entitlements or security controls;
test, scan or probe the Services’ vulnerabilities without our written permission, or put an unreasonable load on them;
copy, resell, sublicense or offer the Services to third parties as a service bureau, except that you may let your contractors and guests use them for your benefit;
reverse engineer the Services except to the extent the law allows despite this restriction, or use them to build a competing product;
use the Services in violation of export-control or sanctions laws, or from or for a sanctioned country, region or person.

We may remove content, or restrict access, where we reasonably believe it breaks this Section or the law, and we will tell you unless the law or an urgent risk prevents it.

8. Third-party services and integrations

Some features connect to services you choose — for example importing from other tools, connecting your own payment gateway account to Bookuracy, or sending events to your own systems. When you connect one, you instruct us to exchange Customer Data with it. Those services are provided by their own providers under their own terms; we are not responsible for them or for what they do with data you send them. Credentials you give us for them are stored encrypted.

9. Confidentiality

Each party will keep the other's non-public business, technical and financial information that it receives under these Terms ("Confidential Information") confidential, use it only to perform or exercise its rights under these Terms, and share it only with its employees, contractors and advisers who need to know it and are bound by similar duties. Customer Data is your Confidential Information. These duties do not apply to information that is or becomes public through no fault of the recipient, that the recipient already had or develops independently, or that it receives lawfully from someone else. A party may disclose Confidential Information where the law requires, after giving the other party notice where lawful so it can seek protection.

10. Intellectual property and feedback

We and our licensors own the Services, the software, the ProjEase, Colloza, OrgEntity, Plagenda and Bookuracy names and marks, and the Documentation. Subject to these Terms and payment of the fees, we give you a non-exclusive, non-transferable right for your Users to use the Services for your internal business purposes during your subscription, including installing our desktop and phone apps on devices they use for your business. If you give us suggestions or feedback, we may use them without obligation to you.

11. Service availability and support

We work to keep the Services available and fast, and publish their current state on our public status page. We do not offer a service-level agreement or uptime commitment unless one is agreed in a signed order form.
We may need to carry out maintenance; where it is planned and likely to interrupt the Services noticeably, we give notice in advance where we reasonably can.
We may change the Services, including adding, improving and removing features. We will not make a change that materially reduces the core functionality of a product you pay for during your current billing period; if we retire a product, we give at least 90 days' notice and refund prepaid fees for it for the period after it ends.
Support is available from within the Hub and at [email protected]. We answer in English, on business days.
The Services depend on the internet, your devices and third-party networks, which we do not control. Desktop and phone apps need a supported, updated operating system; we may stop supporting old app or operating-system versions.

12. Suspension

We may suspend a User, or the whole Hub, if payment is overdue as set out in Section 4.7; if we reasonably believe use of the Services breaks Section 7 or the law, or threatens the security, integrity or availability of the Services or other customers; or if the law or a court requires it. Where we can, we tell you first and give you a chance to fix the problem, limit the suspension to what is needed, and lift it once the reason is gone.

13. Term, termination, export and deletion

Term. These Terms start when you accept them and continue while your Hub has a subscription, trial or unpaid balance.
Your termination. You may stop using the Services at any time by cancelling as described in Section 4.6.
Termination for breach. Either party may terminate if the other materially breaches these Terms and does not fix the breach within 30 days of written notice. We may also terminate immediately for a serious breach of Section 7.
Our termination for convenience. We may end the Services for your Hub on 90 days' notice, and refund prepaid fees for the period after termination.
Exporting your data. While the Hub exists, an owner or administrator with Hub-management permission can download all of its Customer Data at any time from Hub → Settings → Privacy, as a single archive covering every product the Hub has. When a subscription ends, the Hub stays available read-only so you can export.
Deletion. After your subscription ends we may delete the Hub and its Customer Data once it has been read-only or suspended for 120 days, after emailing the owner at least 30 days before. You may ask us to delete it sooner by writing to [email protected] from the owner's address. Deleted data leaves our encrypted backups as they expire on their normal schedule, within 12 months. We may keep Account Data, such as invoices, for as long as the law requires.
What survives. Sections 4 (for amounts owed), 5, 6 (for as long as we hold Customer Data), 9, 10, 13 and 22 to 28 survive termination.

14. Product terms

Sections 15 to 21 add terms for individual products. They apply when your Hub has that product turned on.

15. ProjEase Hub

The Hub is where your organisation signs in, manages its people and their product access, pays, sets security and privacy settings, sees usage and analytics, raises support requests and exports its data.
The Hub keeps an audit log of important actions (such as sign-ins, permission changes, data exports and administrator actions). Entries are hash-chained, so later tampering can be detected, and are kept for the life of the Hub.
Support access. When you ask for help, our support staff may need to see your Hub as a User sees it. They do this only to resolve your request or keep the Services secure, and every such session is recorded in the audit log.

16. Colloza

Colloza is team messaging: Zones (group conversations), Connects (one-to-one and small-group conversations), Flash calls, shared documents and whiteboards, and file sharing.
Encryption. Messages and files are encrypted in transit (TLS) and stored on encrypted disks. They are not end-to-end encrypted: the Services can read them in order to display, search, index and export them for you.
Calls and recordings. Calls are carried by media servers we operate. A participant with permission can record a call; recordings are stored in your Hub's storage and kept until your organisation deletes them or the Hub is deleted. You are responsible for telling participants that a call is being recorded and for obtaining any consent the law requires, including in places that require every participant's consent.
Guests. You may invite people outside your organisation as guests. Guests can use only Colloza, only the conversations they are invited into, and their access can be set to expire. They do not take a seat. You are responsible for the guests you invite, for what you share with them, and for their compliance with these Terms.
Your organisation can see workplace communications. Owners and administrators can export Colloza content as part of the Hub's data export. Users should not expect privacy from their employer in workplace messages, to the extent the law allows.
Imports. If you import history from another messaging service, you confirm that you are entitled to move that content.

17. OrgEntity

OrgEntity holds your people records: employee profiles and documents, leave and absence, attendance and time, expenses and claims, recruitment, onboarding and offboarding, performance and engagement, policies and their acknowledgements, and privacy requests from your staff.
You are the employer, and the controller. You decide what HR information to hold, why, for how long, and who may see it (OrgEntity lets you restrict fields by role). You are responsible for giving employees and candidates the privacy notices the law requires, for having a lawful basis for each use, for any works-council or union consultation, and for meeting employment, equality and record-keeping laws where you operate.
Sensitive information. Only put special-category or highly sensitive information (such as health, disability, ethnicity, trade-union membership, criminal records, national identity or bank numbers) into OrgEntity where you have a lawful basis to hold it, and limit who can see it.
Payroll is a calculation, not a payment. Payroll figures produced by the Services (in OrgEntity or Bookuracy) are calculations to help you prepare payroll. We do not pay salaries, file payroll returns or remit taxes, and the figures are not tax or legal advice; check them before you rely on them.
Location at clock-in. If you turn on location-checked clock-in, the location and network address of the device are recorded when a person clocks in or out, and at no other time. Tell your staff before you turn it on.
Employee requests. OrgEntity records your staff's requests to access or erase their data and when they are due. Answering them is your responsibility; we help as set out in Section 6.

18. OrgEntity Tracker and Screenshots

The OrgEntity Tracker is a desktop app for Windows, macOS and Linux that records working time against your projects and tasks. This Section sets out what it records, what it never records, and what you, as the employer, must do before you use it. It applies to every Hub that uses the Tracker, whether or not it has the Screenshots add-on.

18.1 What the Tracker records

Only during a session the person starts. The Tracker records nothing until the person signs in, agrees to the monitoring notice, and starts a timer. It pauses when they pause, and when the computer is locked or goes to sleep. Nothing is recorded outside a session.
Working time — when a session starts, pauses and stops, breaks and their reason, and the project or task chosen.
Activity level — for each interval, the share of time with any keyboard or mouse input. It is measured from the operating system's "time since last input".
Checks that the activity was made by a person — to tell a person's input from a script that fakes it (a "mouse jiggler"), the Tracker reads, once a second, where the mouse pointer is on the screen and, where the operating system offers it, how long ago the keyboard and mouse themselves were last touched. The pointer's position is held on the person's computer for about ten minutes and then dropped: it is never sent to you or to us, never stored, and is not a record of what was clicked or looked at. With screenshots on, each one is also compared with the one before, on that computer, to see whether anything on screen changed.
Time the Tracker could not vouch for — when a stretch looks made by software, or a connected screen could not be captured, you receive when it began and ended and one line saying what was seen. That time is held back from the person's hours until whoever approves their time decides whether it counts. The Tracker deducts nothing by itself.
Idle time — after a stretch with no input (a threshold you set), the time keeps counting but is marked idle. The person and their manager can keep it as work or discard it.
The application in focus — its name, if you turn application tracking on. Never window titles, web addresses, or anything shown in the window.
Device — a name and type for each computer the person tracks from, so time and screenshots can be attributed to it.

18.2 What the Tracker never records

No keystrokes. The Tracker cannot see what anyone types or clicks. It has no keyboard hook and needs no accessibility permission to measure activity; keylogging is impossible by construction.
No passwords, message contents, clipboard, microphone, camera, browsing history or files.
Nothing outside a session the person started.

18.3 Screenshots

Only with the paid add-on. Screenshots are taken only if your Hub has the Screenshots add-on and an administrator has turned screenshots on. If the add-on lapses — for example the subscription becomes past due — capture stops on the Tracker's next policy check, and the Tracker tells the person why.
Only while tracking. Screenshots are taken at the interval you set, only during a running session.
Visible to the person. The Tracker shows the person when screenshots are on, and lets them view every screenshot taken of their screen.
Private applications. Applications your administrators mark as private are never captured.
Deleted only by administrators and retention. The person cannot delete their screenshots; administrators with permission can. Your Hub sets how long screenshots are kept (90 days unless you change it; you may choose to keep them indefinitely). Each night, screenshots past that period are permanently deleted — the image files, not just the records.
Where the law does not allow it. Screenshots are switched off automatically, and the Tracker says why, where your organisation operates in a country in which an employee's individual consent is generally not a sufficient legal basis for continuous screen capture (currently Austria, Belgium, Denmark, Finland, France, Germany, Italy, Luxembourg, the Netherlands, Norway, Portugal, Spain, Sweden and Switzerland). The country is your Hub's country setting or, without one, your employees' most common country. This safeguard does not replace your own legal assessment.

18.4 Consent inside the Tracker

Before anything is recorded, every person is shown a monitoring notice in the Tracker explaining what is recorded, who can see it and how long it is kept, and must agree. The notice links to this Section and to our Privacy Policy.
Declining does not stop the person from working; the Tracker records nothing for them.
The person can withdraw from inside the Tracker at any time; recording stops immediately, and the server refuses anything further until they agree again.
Each agreement is recorded with its version and time. When we change the notice in substance, everyone is asked to agree again and nothing is recorded until they do.

18.5 Your duties as the employer

You decide whether and how to monitor, and you are responsible for doing it lawfully. In particular, before you deploy the Tracker you will:

Have a lawful basis and a legitimate, proportionate purpose. Consent given inside the Tracker helps with transparency, but in many countries an employee's consent is not a valid basis on its own because of the imbalance of power at work; rely on the basis your law allows (for example legitimate interests after a balancing test, or performance of the employment contract) and record your assessment. Where required (for example under the EU GDPR for systematic monitoring of employees), carry out a data protection impact assessment.
Tell people in advance and in writing what is monitored, why, when, who sees the results, how long they are kept, and how to raise concerns, in your own policy as well as through the Tracker's notice.
Meet collective and local-law requirements. Where your law requires it, consult or obtain the agreement of a works council, union or staff representatives before introducing monitoring (for example co-determination in Germany under section 87(1) no. 6 of the Works Constitution Act, or works-council consent in Austria), notify or consult authorities, and respect any rules on monitoring outside working hours, on personal devices, or of particular groups.
Choose the least intrusive settings that meet your purpose: consider whether you need application names or screenshots at all, set the shortest workable screenshot retention, mark private applications, and limit who can see monitoring data.
Not use it covertly or unfairly. Do not use the Tracker on anyone who has not been told, and do not base disciplinary, pay or employment decisions on Tracker data alone without human review and a chance for the person to respond.
Answer employees' requests to access, correct or delete their monitoring data, screenshots included, within the time your law sets.

18.6 Employees’ rights, and how to ask for your data

If you are an employee whose time is tracked: your employer controls your monitoring data and is the first place to ask for a copy of it (screenshots included), a correction, or its deletion — the Hub's administrators can export and delete it. You can see your own time, activity and screenshots in the Tracker at any time, and download a copy of the data held about your account from your profile settings. If your employer does not respond, or you want to raise a concern, write to [email protected]; we will pass your request to your employer and help them answer it. You may also complain to your data protection authority. Our Privacy Policy explains your rights in detail.

19. Plagenda

Plagenda is project and work management: projects, tickets and tasks, boards, sprints, planning, documents, time entries, and quality testing.
If you import projects from another tool, you confirm you are entitled to move that content, and you instruct us to fetch it using the access you grant; import credentials are stored encrypted.
If you invite people outside your organisation to review work, you are responsible for what you share with them.
Time recorded in Plagenda and by the OrgEntity Tracker is your record. It is not a statutory working-time record unless you configure and keep it as one.

20. Bookuracy

Bookuracy is accounting and invoicing: customers and suppliers, invoices, estimates, bills and expenses, payments, a double-entry ledger that every document posts to, statements and reports, bank statement imports from files, currencies and exchange rates, and draft tax returns.
Not financial, tax or legal advice. Bookuracy is a tool. Its calculations, reports, tax figures and draft returns depend on what you enter and the settings you choose, and are not professional advice. Have a qualified accountant or tax adviser review them before you rely on them.
You file, you pay. Bookuracy does not file tax returns, submit anything to a tax authority, move money between bank accounts, or pay anyone. You are responsible for the accuracy of your records and for every filing, payment and deadline.
Keep your own records. Accounting and tax laws require businesses to keep records for years. Export your records regularly and before your subscription ends; after deletion under Section 13 we cannot restore them.
Exchange rates come from the European Central Bank's published reference rates or from rates you enter. They are provided for convenience, may differ from your bank's rates, and are not guaranteed.
Collecting payments. If you connect your own payment gateway account (such as Stripe or PayPal) so that your customers can pay your invoices, the payment is made to your account under that provider's terms. We are not a party to it, do not hold your funds, and are not responsible for the provider.

21. Additional products, previews and AI features

We may offer additional products and features. When your Hub turns one on, these Terms apply to it, together with any product terms we publish for it here before it is offered.
Features we label as preview, beta or early access are provided as they are, may change or stop, and are excluded from any commitment in a signed order form.
AI features. The Services include DUA, an assistant available to everyone who uses them. It answers questions about your organisation's records from what you are permitted to see, and helps with writing. For some questions, and for writing help, what you give DUA is sent to a large language model run by a subprocessor named in our Privacy Policy, which describes exactly what is sent. What DUA produces is generated text: it may be wrong or incomplete, it is offered as a suggestion, and you remain responsible for what you do with it. Use of DUA draws on a monthly allowance that comes with your plan; when it is used up, DUA goes on answering from your records without the language model. We will not use Customer Data to train AI models for anyone other than you.

22. Warranties and disclaimers

We warrant that the Services will perform materially as described in the Documentation, and that we will not materially decrease their overall security during your subscription. If they do not, tell us, and we will make reasonable efforts to fix the problem; if we cannot within a reasonable time, you may terminate the affected Services and receive a refund of prepaid fees for them for the remaining period. That is your sole remedy for breach of this warranty.

Except as expressly stated in these Terms, and to the fullest extent the law allows, the Services are provided "as is" and "as available", and we disclaim all other warranties and conditions, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Services will be uninterrupted or error-free, or that the results you obtain (including payroll, tax and accounting figures) will be correct for your circumstances.

23. Limitation of liability

To the fullest extent the law allows, neither party is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or business opportunity, however caused, even if advised of the possibility.
To the fullest extent the law allows, each party's total liability arising out of or relating to these Terms is limited to the fees you paid and owed for the Services in the 12 months before the event giving rise to the liability.
These limits do not apply to your obligation to pay fees, to either party's indemnity obligations, to a party's breach of Section 9 (other than in relation to Customer Data, which is covered by the cap above), or to liability that the law does not allow to be limited, such as for fraud, gross negligence or wilful misconduct, or death or personal injury caused by negligence.

24. Indemnity

Ours. We will defend you against any third-party claim that the Services, as we provide them, infringe that party's intellectual property rights, and pay the damages and costs finally awarded or agreed in settlement. If such a claim is made or likely, we may obtain the right for you to keep using the Services, modify them so they do not infringe, or, if neither is reasonable, terminate them and refund prepaid fees for the remaining period. This does not apply to claims arising from Customer Data, third-party services, combinations with things we did not provide, or use in breach of these Terms.
Yours. You will defend us against any third-party claim arising from Customer Data, from your or your Users' use of the Services in breach of these Terms or the law — including monitoring employees without a lawful basis or required notice, consultation or consent, or recording calls without required consent — and pay the damages and costs finally awarded or agreed in settlement.
Process. The party seeking defence must tell the other promptly, give it sole control of the defence and settlement (no settlement may impose an obligation or admission on the defended party without its consent), and give reasonable help at the defending party's cost.

25. Governing law and disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The courts located in Ottawa, Ontario have exclusive jurisdiction, and each party submits to them, except that either party may seek urgent injunctive relief in any competent court. Before starting proceedings, each party will first try in good faith to resolve the dispute by written notice and discussion between senior representatives for 30 days. Nothing in this Section removes a protection that the law where a person lives says cannot be waived.

26. Changes to these Terms

We may update these Terms and the Privacy Policy. Each version is dated and numbered at the top of the page.
For a change that materially affects your rights, we give Hub owners at least 30 days' notice by email and in the Hub before it takes effect, unless the change is required sooner by law or to address a security risk.
Accepting a new version. When a new version takes effect, every User is asked to review and accept it the next time they sign in, once. Until they accept, they cannot continue using the Services; they can still sign out. Accepting on behalf of your organisation is done by an owner or administrator.
If you do not agree to a change, you may cancel before it takes effect; for a material change we refund prepaid fees for the period after the change takes effect.

27. General

Notices to you go to the Hub owner's email address or appear in the Hub. Notices to us go to [email protected].
Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its assets or of the relevant business, with notice.
Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, such as natural disasters, war, terrorism, labour action, government action, or failures of the internet or of third-party hosting and networks, other than payment obligations.
Publicity. We will not use your name or logo as a customer reference without your permission.
Independent parties. The parties are independent contractors. There are no third-party beneficiaries.
Entire agreement. These Terms, the Privacy Policy and any signed order form are the whole agreement about the Services and replace earlier agreements about them. Terms in your purchase orders do not apply.
Severability and waiver. If a provision is unenforceable, the rest remains in force and the provision is applied to the fullest extent allowed. Failing to enforce a provision is not a waiver.
Language. These Terms are written in English, and the English version controls. The parties have required that these Terms and related documents be drawn up in English.

28. Contact

Dev Inception Limited. Legal notices and questions about these Terms: [email protected].