Terms of Service

1. Acceptance of Terms

Welcome to Rosewood Systems.

These Terms of Service govern your access to and use of our website, software products, artificial intelligence systems, implementation services, training, consulting, and related products and services.

In these Terms:

• “Rosewood Systems,” “Company,” “we,” “us,” and “our” mean Rosewood Software Systems Inc., operating as Rosewood Systems.
• “Client,” “you,” and “your” mean the individual or organization purchasing, accessing, or using our products or services.
• “Services” means our website, software, AI systems, implementations, training, consulting, hosting, support, and related offerings.

By purchasing, accessing, or using our Services, you agree to these Terms.

If you use our Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

If you do not agree to these Terms, you must not purchase, access, or use our Services.

2. Additional Project Terms

A specific purchase or project may also be governed by an invoice, proposal, order form, engagement letter, statement of work, service agreement, or other written project document.

Together, these Terms and the applicable project documents form the agreement between you and Rosewood Systems.

If a project document conflicts with these Terms, the project document will govern only with respect to that specific project.

3. Our Products and Services

Rosewood Systems develops technology that helps organizations automate work, organize knowledge, extend expertise, and improve decision-making.

Our products and services may include:

1. Software products developed and operated by Rosewood Systems.
2. AI Business Partner™ implementations.
3. Branded AI assistants and AI experiences.
4. Business Brain™ knowledge organization.
5. AI strategy and implementation.
6. Workflow and process automation.
7. AI education and team training.
8. Managed hosting, monitoring, maintenance, and support.
9. Consulting, onboarding, configuration, and related services.

The exact deliverables, features, pricing, timeline, responsibilities, support, hosting, and limitations for a project will be described in the applicable project documentation.

Unless expressly included in writing, a feature or service is not included merely because it was discussed, demonstrated, proposed as a future possibility, or included in a product roadmap.

4. Business Use

Our Services are primarily intended for organizations and individuals purchasing them for business or commercial purposes.

You are responsible for determining whether the Services are suitable for your organization, industry, users, and intended use.

Nothing in these Terms limits rights or protections that cannot legally be waived.

5. Client Responsibilities

You agree to provide accurate, complete, and timely information reasonably required for us to deliver the Services.

This information may include:

1. Business information.
2. Brand guidelines.
3. Frameworks and methodologies.
4. Marketing and training materials.
5. Course materials.
6. Coaching or meeting transcripts.
7. Videos, audio files, and written content.
8. Worksheets, templates, and playbooks.
9. Internal documentation.
10. Business processes and standard operating procedures.
11. Customer or user information.
12. Technology access and integration credentials.
13. Feedback, decisions, and approvals.

You are responsible for:

1. Ensuring that you have the legal right and authority to provide all submitted materials.
2. Obtaining any permissions, licences, notices, and consents required for us to use those materials.
3. Removing information that is unnecessary, excessively sensitive, or prohibited from being shared.
4. Reviewing and approving deliverables.
5. Ensuring that your use of the Services complies with applicable laws, contractual duties, professional obligations, and industry requirements.
6. Managing how your employees, contractors, customers, and other end users access and use the Services.

You must not provide sensitive personal information, regulated information, health information, financial account information, passwords, authentication credentials, or confidential third-party information unless its use has been expressly approved in writing.

6. Project Scope

Custom services are limited to the deliverables expressly identified in the applicable project documentation.

The following are outside the original scope unless specifically included:

1. New features or capabilities.
2. Additional AI assistants.
3. Persistent memory.
4. User accounts or authentication.
5. Personalization.
6. Customer relationship management integrations.
7. Email, SMS, calendar, or other proactive communication.
8. Third-party platform integrations.
9. Data migration.
10. Advanced analytics.
11. Additional knowledge sources.
12. Major design changes.
13. Ongoing hosting or maintenance.
14. Additional training.
15. Revisions beyond the agreed number.
16. Changes to the project’s original purpose or audience.

Changes to scope, deliverables, integrations, timelines, or requirements must be agreed to in writing and may result in additional fees and revised delivery dates.

7. Delivery Timelines

Delivery timelines are estimates unless expressly guaranteed in writing.

Unless otherwise agreed, a delivery timeline begins only after:

1. Required payment has been received.
2. Onboarding has been completed.
3. We have received the required materials and access.
4. Required project decisions have been confirmed.
5. The Client has identified an authorized decision-maker.

Delivery may be delayed by:

1. Missing, incomplete, or disorganized materials.
2. Delayed feedback or approvals.
3. Changes in scope.
4. Technical limitations.
5. Third-party platform delays.
6. Integration restrictions.
7. Events outside our reasonable control.

Client-caused delays automatically extend the estimated delivery timeline.

If a Client does not respond or provide required materials for an extended period, we may pause the project and reschedule the remaining work based on our availability.

8. Client Review and Acceptance

You are responsible for reviewing deliverables promptly and providing clear, consolidated feedback.

Unless a different review period is stated in the project documentation, you must report material issues within seven business days after delivery.

A deliverable will be considered accepted when:

1. You approve it in writing.
2. You begin using it in your business.
3. You make it available to employees, customers, or other users.
4. The review period ends without you reporting a material issue.

Acceptance does not affect any rights that cannot legally be waived.

9. Revisions

The revisions included in a project will be stated in the applicable project documentation.

Revisions must relate to the original agreed scope. A revision does not include:

1. A new feature.
2. A new integration.
3. A new AI system.
4. A significant change in strategy.
5. A new audience or use case.
6. Substantial new content.
7. A redesign after prior approval.
8. Changes caused by incomplete or inaccurate initial instructions.

Additional work may require a new quote, invoice, timeline, or statement of work.

10. Pricing and Payment

All fees are stated in the currency shown on the invoice, proposal, checkout page, or order form.

Unless otherwise agreed in writing:

1. Payment is required before work begins.
2. Custom projects may be invoiced in full or according to an agreed payment schedule.
3. Invoices must be paid by the due date shown on the invoice.
4. Work may be paused until overdue invoices are paid.
5. Access to hosted or managed Services may be suspended for non-payment.
6. Additional work outside the agreed scope will be invoiced separately.

You are responsible for applicable taxes, duties, levies, bank charges, currency-conversion charges, and other transaction costs unless otherwise stated.

We may change pricing for future purchases or renewal periods. Price changes will not retroactively alter a fully paid fixed-fee project.

11. Cancellations and Refunds

Because custom AI systems, knowledge organization, configurations, and implementation services are created specifically for each Client, payments are non-refundable once work has begun.

Work is considered to have begun when we perform any project-specific activity, including:

1. Strategy or onboarding.
2. Reviewing materials.
3. Structuring a knowledge base.
4. Creating prompts or instructions.
5. Configuring software.
6. Designing interfaces.
7. Testing or evaluating the system.
8. Reserving implementation capacity.

If you request cancellation before work begins, we may issue a refund, less non-refundable transaction fees or costs already incurred.

Fees for completed work, delivered products, used services, current subscription periods, and third-party costs are non-refundable unless otherwise agreed or required by law.

If a project cannot be completed because you fail to provide required information, access, decisions, or cooperation, payments already made will remain non-refundable.

Nothing in this section limits cancellation or refund rights that cannot legally be waived.

12. Recurring Services

Some Services may include recurring hosting, maintenance, monitoring, support, software access, or optimization fees.

Recurring Services will continue for the period described in the applicable order or service agreement.

Unless otherwise stated:

1. Fees are charged at the beginning of each billing period.
2. Cancellation applies to future billing periods.
3. Fees paid for the current billing period are non-refundable.
4. Cancellation of recurring Services may result in loss of hosted access, maintenance, updates, support, or functionality.
5. A one-time implementation fee does not include unlimited future hosting, maintenance, content updates, revisions, or technical support.

Any data export, migration, or transition support requested after cancellation may be subject to additional fees.

13. Client Materials

You retain ownership of the documents, content, trademarks, recordings, frameworks, methodologies, data, and other materials you provide to Rosewood Systems.

You grant us a limited, non-exclusive licence to access, copy, organize, convert, process, store, and use those materials as reasonably necessary to:

1. Deliver the Services.
2. Configure and test the system.
3. Provide support and maintenance.
4. Prevent misuse or security incidents.
5. Meet our legal obligations.

This licence continues only for as long as reasonably necessary to perform the Services, maintain agreed backups, resolve disputes, or comply with legal requirements.

You represent that our authorized use of your materials will not infringe another party’s intellectual property, privacy, confidentiality, contractual, or other legal rights.

14. Custom Deliverables

Upon full payment, you will own the final client-specific content expressly created for you and identified as a custom deliverable, excluding Rosewood Systems Materials and third-party materials.

Custom deliverables may include, where applicable:

1. Client-specific knowledge organization.
2. Approved client-specific instructions.
3. Custom written content.
4. Client-specific configurations.
5. Client-branded visual materials.
6. Other items expressly designated as Client-owned.

Any Rosewood Systems Materials included in a custom deliverable remain owned by Rosewood Systems.

We grant you a non-exclusive licence to use embedded Rosewood Systems Materials as necessary to use the completed deliverable for its intended business purpose.

Source code, development files, system architecture, internal prompts, platform infrastructure, reusable components, and administrative tools are not transferred unless expressly stated in writing.

15. Rosewood Systems Intellectual Property

Rosewood Systems retains all ownership rights in its existing and reusable intellectual property, including:

1. Software and source code.
2. Platforms and architecture.
3. Development tools.
4. Prompt structures.
5. Prompt-engineering methods.
6. Templates.
7. Frameworks.
8. Workflows.
9. Evaluation and testing methods.
10. Documentation.
11. Training systems.
12. Internal processes.
13. Business Brain™ methodology.
14. General skills, experience, and know-how.
15. Improvements that are not uniquely identifiable as Client Materials.

No ownership of Rosewood Systems intellectual property is transferred unless expressly stated in a written agreement signed by Rosewood Systems.

You may not copy, resell, sublicense, reverse engineer, decompile, distribute, or commercially exploit Rosewood Systems Materials except as expressly permitted.

16. AI-Generated Output

As between Rosewood Systems and the Client, you may use output generated through your client-specific implementation for your authorized business purposes, subject to applicable law, third-party terms, and these Terms.

Because artificial intelligence may generate similar responses for different users, we do not guarantee that an output will be unique, confidential, copyrightable, or eligible for intellectual-property protection.

You are responsible for reviewing output before publishing, distributing, acting upon, or relying on it.

17. Artificial Intelligence Limitations

Artificial intelligence systems may generate information that is:

1. Incorrect.
2. Incomplete.
3. Inconsistent.
4. Biased.
5. Outdated.
6. Inappropriate for a specific situation.
7. Unsupported by the Client’s source materials.

AI-generated output is probabilistic and may vary even when a similar question is asked more than once.

Our Services are designed to support knowledge access, communication, implementation, productivity, learning, and decision-making. They are not a substitute for professional judgment or appropriate human oversight.

You remain responsible for:

1. Reviewing and verifying output.
2. Deciding whether output is suitable for its intended use.
3. Establishing internal review processes.
4. Providing appropriate warnings and instructions to users.
5. Making final business and professional decisions.
6. Monitoring how the system is used.

We do not guarantee any specific business, financial, educational, coaching, compliance, productivity, sales, or operational outcome.

18. No Professional Advice

Unless expressly agreed in writing, Rosewood Systems does not provide legal, medical, financial, tax, accounting, investment, employment, regulatory, mental health, or other regulated professional advice.

Our software, AI systems, educational materials, and generated output must not be treated as a substitute for advice from a qualified professional.

You are responsible for obtaining professional advice when appropriate.

19. Third-Party Services

Our Services may use or connect with third-party providers, including:

1. AI model providers.
2. Cloud hosting services.
3. Authentication providers.
4. Payment processors.
5. Customer relationship management systems.
6. Email, SMS, or calendar providers.
7. Analytics providers.
8. Data storage services.
9. Application programming interfaces.
10. Other software platforms.

Your use of third-party services may also be governed by their own terms, policies, pricing, and usage limits.

Rosewood Systems does not control and is not responsible for changes to third-party:

1. Availability.
2. Pricing.
3. Features.
4. Security practices.
5. Model behaviour.
6. Output quality.
7. Usage limits.
8. Integration permissions.
9. Terms or policies.

We may replace, modify, or discontinue a third-party integration when reasonably necessary.

If a third-party change requires material redevelopment or migration, that work may be subject to additional fees.

20. Hosting, Maintenance and Support

Hosting, maintenance, monitoring, content updates, model updates, optimization, analytics, and technical support are included only when expressly stated in the applicable project documentation.

Unless otherwise agreed:

1. A custom implementation does not include unlimited future updates.
2. New content is not automatically added after launch.
3. Third-party changes may require additional work.
4. Support does not include new development or expanded scope.
5. Response and resolution times are estimates, not guarantees.
6. Scheduled maintenance may temporarily affect availability.

We may take reasonable steps to protect security, maintain performance, and prevent misuse, including temporarily restricting access.

21. Privacy and Personal Information

Our collection, use, disclosure, retention, and protection of personal information are also governed by our Privacy Policy.

When you provide personal information relating to employees, customers, clients, contractors, or other individuals, you represent that:

1. You have the authority to provide it.
2. You have given any legally required notices.
3. You have obtained any required consent.
4. Its use for the project is lawful and appropriate.

Where Rosewood Systems processes personal information on your behalf, you remain responsible for determining the lawful purpose for collecting and using that information.

Additional privacy, security, retention, or data-processing requirements must be agreed to in writing.

We will not knowingly use Client confidential information to train a public or generally available AI model for our own benefit without the Client’s written authorization.

22. Confidentiality

Each party may receive non-public information belonging to the other party.

The receiving party agrees to:

1. Use confidential information only for the purposes of the relationship.
2. Protect it using reasonable care.
3. Limit access to individuals and service providers who reasonably need it.
4. Not disclose it except as authorized or legally required.

Confidential information does not include information that:

1. Is publicly available without breach of these Terms.
2. Was already lawfully known to the receiving party.
3. Is lawfully received from another source without a duty of confidentiality.
4. Is independently developed without using the other party’s confidential information.
5. Is approved for release in writing.

A party may disclose confidential information when required by law, court order, or legal process. Where legally permitted, the receiving party will provide reasonable notice before disclosure.

23. Security

We use reasonable administrative, organizational, and technical measures designed to protect information under our control.

However, no internet transmission, AI system, storage platform, or security measure can guarantee absolute security.

You are responsible for:

1. Protecting your passwords and access credentials.
2. Limiting access to authorized users.
3. Maintaining secure devices and networks.
4. Promptly reporting suspected unauthorized access.
5. Removing access when an employee or contractor no longer requires it.

You must not attempt to bypass, disable, test, or interfere with security measures without written authorization.

24. Acceptable Use

You must not use the Services:

1. For unlawful, fraudulent, deceptive, abusive, or discriminatory purposes.
2. To infringe intellectual-property, privacy, confidentiality, publicity, or contractual rights.
3. To impersonate another person or organization.
4. To distribute malware, spyware, harmful code, or unauthorized surveillance tools.
5. To gain unauthorized access to accounts, systems, or information.
6. To interfere with the operation, security, or performance of the Services.
7. To misrepresent AI-generated output as verified professional advice.
8. To make fully automated high-impact decisions about individuals without legally required review, notice, consent, or safeguards.
9. To submit information you are not authorized to use.
10. To use the Services in a manner prohibited by a third-party provider.

We may investigate suspected misuse and suspend or terminate access when reasonably necessary to protect users, systems, third parties, or Rosewood Systems.

25. End Users

If you make a Rosewood Systems product or AI experience available to your employees, customers, members, students, clients, or other end users, you are responsible for:

1. Determining who may access it.
2. Providing appropriate instructions and disclosures.
3. Establishing applicable end-user rules.
4. Obtaining necessary consent.
5. Monitoring use.
6. Responding to concerns relating to your business or content.
7. Ensuring that end-user access complies with applicable laws.

You are responsible for activity conducted through accounts or access links issued to your organization.

26. Publicity

We will not publicly identify you as a Client or use your name, logo, testimonial, confidential information, or project details in marketing materials without your permission.

If you provide a testimonial or approve a case study, you grant us permission to use the approved material for the purposes agreed upon.

27. Feedback

You may provide suggestions, ideas, or feedback about the Services.

Unless otherwise agreed in writing, we may use general feedback to improve our products and services, provided we do not disclose your confidential information or represent that you endorsed us without permission.

28. Service Availability

We aim to provide reliable Services, but we do not guarantee uninterrupted, secure, or error-free operation.

Availability may be affected by:

1. Scheduled or emergency maintenance.
2. Internet or hosting failures.
3. Third-party platform outages.
4. Provider policy changes.
5. Cybersecurity incidents.
6. Capacity limitations.
7. Events outside our reasonable control.

We may modify, suspend, replace, or discontinue a Service when reasonably necessary.

Where practical, we will provide affected paying Clients with reasonable notice of a material discontinuation.

29. Suspension and Termination

We may suspend or terminate access to the Services if:

1. An invoice remains unpaid.
2. You materially breach these Terms.
3. Your use creates a security, legal, or operational risk.
4. Your use violates applicable law or third-party terms.
5. You misuse or attempt to reverse engineer the Services.
6. Continued performance becomes unlawful or technically impracticable.

Where reasonable, we will provide notice and an opportunity to correct the issue.

You may terminate recurring Services according to the applicable order form or service agreement.

Termination does not eliminate payment obligations or liabilities arising before termination.

Sections concerning payment, intellectual property, confidentiality, disclaimers, liability, indemnification, and dispute resolution survive termination.

30. Limited Service Warranty

We will perform custom professional services using reasonable care and skill and will make reasonable efforts to deliver the agreed scope.

If you identify a material failure to conform to the written project scope during the applicable review period, you must notify us and provide sufficient detail.

Our obligation will be limited to making reasonable efforts to correct the material non-conformity.

This warranty does not apply to issues caused by:

1. Client instructions or materials.
2. Unauthorized changes.
3. Misuse.
4. Third-party services.
5. Unsupported integrations.
6. Use outside the intended purpose.
7. Events outside our reasonable control.

31. Disclaimer of Warranties

Except for warranties expressly stated in writing, the Services are provided on an “as available” and “as is” basis.

To the fullest extent permitted by law, Rosewood Systems disclaims implied warranties and conditions, including merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability, and error-free operation.

We do not warrant that:

1. AI-generated output will always be accurate.
2. The Services will satisfy every requirement.
3. The Services will always be available.
4. Every error will be corrected.
5. A specific business result will be achieved.
6. Third-party services will remain available or unchanged.

Nothing in these Terms excludes warranties, conditions, or protections that cannot legally be excluded.

32. Limitation of Liability

To the fullest extent permitted by law, Rosewood Systems and its directors, officers, employees, contractors, and service providers will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages.

This includes damages relating to:

1. Lost profits or revenue.
2. Lost data.
3. Business interruption.
4. Lost opportunities.
5. Reputational harm.
6. Decisions made using AI-generated output.
7. Third-party platform failures.
8. Unauthorized access beyond our reasonable control.

To the fullest extent permitted by law, the total aggregate liability of Rosewood Systems arising from a particular product, service, or project will not exceed the amount paid to Rosewood Systems for that product, service, or project during the twelve months preceding the event giving rise to the claim.

The limitations in this section apply regardless of the legal theory asserted and even if a remedy fails of its essential purpose.

Nothing in these Terms limits liability that cannot legally be limited or excluded.

33. Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless Rosewood Systems and its directors, officers, employees, and contractors from third-party claims, losses, liabilities, damages, and reasonable costs arising from:

1. Materials you provide.
2. Your lack of authority to provide or use those materials.
3. Your use or misuse of the Services.
4. Your violation of applicable law.
5. Your violation of these Terms.
6. Your infringement of another party’s intellectual-property, privacy, confidentiality, publicity, or contractual rights.
7. Claims arising from your products, services, advice, or relationship with your end users.

We will provide reasonable notice of an indemnified claim and allow you to participate in its defence, provided that you may not agree to a settlement that imposes liability or obligations on Rosewood Systems without our written consent.

34. Force Majeure

Neither party will be liable for delays or failures caused by events beyond its reasonable control.

These events may include:

1. Natural disasters.
2. Severe weather.
3. Fire.
4. War or civil unrest.
5. Labour disruption.
6. Government action.
7. Internet or utility failure.
8. Cyberattacks.
9. Hosting or platform outages.
10. Changes imposed by third-party providers.
11. Public-health emergencies.

Payment obligations for Services already provided are not excused by this section.

35. Dispute Resolution

Before starting formal legal proceedings, the parties agree to make reasonable good-faith efforts to resolve a dispute through written notice and direct discussion.

A notice of dispute should describe:

1. The nature of the dispute.
2. The relevant facts.
3. The requested resolution.

Nothing in this section prevents either party from seeking urgent injunctive or protective relief when necessary.

36. Governing Law

These Terms and any dispute arising from them are governed by the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflict-of-law principles.

The parties submit to the exclusive jurisdiction of the courts of the Province of Ontario, unless applicable law requires otherwise.

37. Electronic Communications

You consent to receiving project communications, invoices, notices, approvals, and other business communications electronically.

Electronic acceptance, electronic signatures, and written approval by email may be treated as binding to the extent permitted by applicable law.

You are responsible for keeping your contact information current.

38. Notices

Notices to Rosewood Systems must be sent to: support@rosewoodsystems.io

Notices to you may be sent to the email address associated with your purchase, account, invoice, or project.

A notice sent by email will be considered received when delivered, unless the sender receives an automated failure notification.

39. Assignment

You may not assign or transfer your rights or obligations under these Terms without our written consent.

Rosewood Systems may assign these Terms as part of a corporate reorganization, financing, merger, acquisition, asset transfer, or sale of all or part of its business.

40. Relationship of the Parties

The parties are independent contractors.

Nothing in these Terms creates an employment, partnership, franchise, fiduciary, agency, or joint-venture relationship.

Neither party may bind the other unless expressly authorized in writing.

41. No Waiver

A failure or delay in enforcing a provision of these Terms does not waive the right to enforce it later.

A waiver is effective only if provided in writing by the party granting it.

42. Severability

If any provision of these Terms is found invalid or unenforceable, that provision will be limited or removed only to the extent necessary.

The remaining provisions will continue in effect.

43. Entire Agreement

These Terms, together with the applicable Privacy Policy and project documentation, form the entire agreement relating to the applicable Services.

They replace prior discussions, communications, representations, and understandings concerning the same subject matter.

44. Changes to These Terms

We may update these Terms periodically.

The updated version will be posted with a revised “Last Updated” date.

Changes will apply prospectively. The version in effect when a fixed-scope project was purchased will generally continue to govern that project unless the parties agree otherwise in writing.

Continued use of ongoing or recurring Services after an updated version takes effect constitutes acceptance of the updated Terms, subject to applicable law.

45. Contact

Questions about these Terms may be sent to: