Terms of Service

These Terms of Service (the “Terms”) govern your use of the website, services, and integrations provided by AFD Technology Solutions Inc.(“AFD,” “we,” “us,” “our”). By accessing afdtechsolutions.com, signing an engagement letter with AFD, or authorizing AFD to access a third-party system on your behalf, you agree to these Terms.

If you are agreeing to these Terms on behalf of a business, you represent that you are authorized to bind that business, and “you” means the business.

1. What we deliver

AFD provides consulting and engineering services that connect AI assistants to your business systems and to the productivity apps you already use. A typical engagement includes one or more of: (a) discovery and scoping, (b) training and setup on Anthropic Cowork, (c) custom integration builds for systems that don't have an existing connector, and (d) ongoing hosting and care for integrations we have built. The specific scope, deliverables, and fees for each engagement are described in a separate statement of work, order form, or proposal (the “Order”). The Order, together with these Terms, forms the agreement between us for that engagement.

2. Your responsibilities

• Authorization. You will provide accurate authorization for any third-party system you ask us to connect, and you confirm you have the rights to grant access to the data in those systems.
• Account hygiene. You are responsible for the security of any accounts you use to access the service and for all activity that occurs under those accounts.
• Third-party plan choices. You are responsible for choosing the third-party plans, tiers, and configurations (including those of Anthropic and any other AI or cloud provider) that meet your business, regulatory, and risk requirements. We will help you understand the options; we will not choose them for you, and we are not responsible for the consequences of a plan that does not match your needs.
• Regulatory compliance.You are responsible for your own compliance with the laws and regulations that apply to your business and your industry — including, where applicable, privacy, consumer-protection, financial-services, healthcare, and tax obligations.
• Verification of AI output. You will review the output of the AI service before relying on it for material decisions or external communications. See Section 5.
• Payment. You will pay fees according to the Order on time.

3. Acceptable use

You agree not to use the service to:

• Violate any law or infringe any third-party right.
• Generate, store, or transmit content that is unlawful, defamatory, harassing, or designed to harm.
• Attempt to reverse engineer, probe for vulnerabilities, interfere with, or disrupt the service or any connected system.
• Resell, sublicense, or otherwise commercialize the service to third parties without our written agreement.
• Use the service to process categories of data that the relevant third-party providers prohibit on the plans you have chosen (for example, certain regulated health or payment data) unless you have separately confirmed those plans permit it and you have implemented the required safeguards.

4. Third-party services

The service relies on third-party services, including but not limited to Anthropic (for AI models and Anthropic Cowork), Intuit (for QuickBooks Online), Fishbowl, Microsoft, Google, Slack, and hosting providers. Your use of those services is subject to their own terms and privacy policies. AFD is not responsible for outages, changes, data-handling policies, or pricing decisions made by those providers. If a third-party service materially changes in a way that affects what AFD can deliver, we will work with you in good faith to adapt the engagement.

5. AI output disclaimer

The service produces output generated by AI models based on the data and instructions provided. AI output can be incomplete, outdated, or incorrect. You are responsible for reviewing AI output before relying on it for any material decision, financial transaction, customer-facing communication, or legal or regulatory filing. AFD does not warrant that AI output is accurate, complete, or fit for any particular purpose, and AFD is not liable for decisions you make in reliance on AI output.

6. Your data and our data

You retain ownership of the data you provide to AFD and the data we read from your connected systems on your behalf (“Customer Data”). You grant AFD a non-exclusive, worldwide, royalty-free license to access, process, transmit, and display Customer Data to the extent necessary to provide the service, comply with law, and improve service reliability and security. AFD does not use Customer Data to train AI foundation models. As of the effective date of these Terms, our AI providers (currently Anthropic) have publicly committed not to train their commercial models on data sent through their commercial APIs and platforms; those policies may change, and you are responsible for reviewing your AI provider's current commitments before relying on them. See our Privacy Policy for details.

AFD owns the integrations, configurations, prompts, and tooling it develops (the “AFD Materials”), except for any Customer Data contained in them. Where AFD delivers an integration for your use, AFD grants you a non-exclusive, non-transferable license to use the AFD Materials for your internal business purposes for the duration of the engagement.

7. Confidentiality

Each party will protect the other's confidential information with at least the same degree of care it uses to protect its own confidential information of similar importance, and will not use or disclose it except as needed to deliver and receive the service. Confidentiality obligations survive termination.

8. Fees and payment

Fees are described in the Order. Unless the Order says otherwise, invoices are payable within thirty (30) days. Late amounts may bear interest at the lesser of 1.5% per month and the maximum permitted by law. You are responsible for taxes other than AFD's income taxes.

9. Disconnection and termination

You may revoke AFD's access to any connected system at any time. For QuickBooks Online specifically, see our disconnect instructions. Either party may terminate an engagement as described in the Order, or for material breach not cured within thirty (30) days of written notice. On termination, you will pay any fees accrued through the effective date, we will stop accessing your connected systems, and confidentiality obligations and any provisions that by their nature should survive will continue.

10. Warranties and disclaimer

AFD warrants that it will perform the service with reasonable care and skill. Except as expressly stated in these Terms or the Order, the service is provided “as is” and AFD disclaims all warranties to the maximum extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade. AFD does not warrant that the service will be uninterrupted, error-free, or secure against every threat, or that AI output will be accurate or complete.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility of such damages. Each party's total aggregate liability arising out of or related to these Terms or the service will not exceed the amount you paid AFD in the twelve (12) months preceding the event giving rise to the claim. The limitations in this section do not apply to a party's indemnification obligations (which are subject to the separate limits and remedies set out in Section 12), breach of confidentiality, or liability that cannot be limited under applicable law.

12. Indemnification

By you.You will defend, indemnify, and hold harmless AFD against any third-party claim arising from (a) your or your users' use of the service in breach of these Terms or applicable law, (b) Customer Data, including any claim that Customer Data infringes a third party's rights, or (c) your selection of, or failure to comply with, a third-party provider's plan, tier, or configuration.

By AFD.Subject to the limits and exclusions in this Section 12, AFD will defend, indemnify, and hold harmless you against any third-party claim that the AFD Materials, as delivered by AFD and used in accordance with these Terms, infringe that third party's intellectual property rights.

Exclusions.AFD's indemnification does not apply to, and AFD will have no liability for, any claim arising from or related to: (i) open-source software, third-party software, or third-party services (including AI models and platforms operated by Anthropic or any other provider); (ii) Customer Data; (iii) your modifications to, or combinations of, the AFD Materials with other software, data, or services not supplied by AFD; (iv) your use of the AFD Materials in breach of these Terms or applicable law; or (v) your continued use of allegedly infringing AFD Materials after AFD makes a non-infringing alternative reasonably available.

Sole remedy.AFD's sole liability, and your sole and exclusive remedy, for any claim indemnified by AFD under this Section 12 is, at AFD's option, to (a) procure for you the right to continue using the affected AFD Materials, (b) modify or replace them so they are non-infringing while preserving substantially equivalent functionality, or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected portion of the engagement and refund the unused portion of any pre-paid fees attributable to that portion.

Cap.AFD's total aggregate liability under this Section 12, including for defense costs and settlement amounts, will not exceed the amount you paid AFD in the twelve (12) months preceding the event giving rise to the claim. This sentence sets out a separate cap that applies in addition to, and not as a duplicate of, the cap in Section 11.

Procedure.The indemnified party will (a) give the indemnifying party prompt written notice of the claim, (b) give the indemnifying party sole control of the defense and settlement (provided that no settlement may impose any non-monetary obligation on the indemnified party without its consent), and (c) reasonably cooperate with the defense at the indemnifying party's expense.

13. Governing law and disputes

These Terms are governed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction of the courts located in Ontario, Canada, except that either party may seek injunctive relief in any court of competent jurisdiction, and except where required by applicable consumer-protection law to be heard in your local jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14. Changes to these Terms

We may update these Terms from time to time. Material changes will be posted on this page with an updated “Last updated” date. If you have a current engagement under an Order, the version of the Terms in effect at the start of that engagement will govern that engagement unless the parties agree otherwise in writing.

15. Miscellaneous

• Entire agreement. These Terms together with the applicable Order constitute the entire agreement between the parties regarding the subject matter and supersede prior agreements.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
• 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.
• No waiver.A party's failure to enforce any right is not a waiver of that right.
• Force majeure. Neither party is liable for delay or non-performance caused by events beyond reasonable control.
• Independent contractors. The parties are independent contractors. Nothing creates a partnership, employer-employee, or agency relationship.

16. Contact

Questions about these Terms? Contact legal@afdtechsolutions.com.

AFD Technology Solutions Inc.
Ontario, Canada