Terms of Service

1. Acceptance of Terms

These Terms of Service govern your access to and use of the Rosewood Systems website, the AI Audit, AI strategy and implementation services, software, training, 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 Services.
• “Services” means our website, the AI Audit, consulting, AI systems, implementations, training, hosting, support, and related offerings.
• “AI Audit” means our fixed-length review of how work moves through a Client’s business, described in Section 6.
• “Roadmap” means the written recommendations, priorities, estimates, and plan delivered at the end of an AI Audit.
• “Participant” means an owner, employee, contractor, or other person who takes part in an interview or session during an engagement.

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

2. Additional Project Terms

A specific purchase may also be governed by an invoice, proposal, order form, engagement letter, statement of work, 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 governs only for that specific project.

3. Our Services

Rosewood Systems helps businesses decide where AI fits, what should change first, and how to put that change in place. Our Services may include:

1. The AI Audit: AI and workflow audits, assessments, and Roadmaps.
2. AI strategy and implementation consulting.
3. Workflow and process redesign and automation.
4. Custom AI tools, assistants, and integrations.
5. Team training and adoption support.
6. Managed hosting, maintenance, and support.
7. Onboarding, configuration, and related services.

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

A feature or service is not included merely because it was discussed, demonstrated, recommended in a Roadmap, or proposed as a future possibility, unless it is expressly included in writing.

4. Business Use

Our Services are intended for organizations and individuals purchasing them for business purposes. You are responsible for deciding whether the Services suit your organization, industry, 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 may include:

1. Information about your business, team, and goals.
2. Access to relevant tools, systems, and documents.
3. Process documentation and standard operating procedures.
4. Time with you and the team members we need to interview.
5. Feedback, decisions, and approvals.

You are responsible for:

1. Having the legal right and authority to provide the information and access you share.
2. Giving any notices and obtaining any consents required for us to use that information.
3. Removing information that is unnecessary, excessively sensitive, or prohibited from being shared.
4. Reviewing and approving deliverables.
5. Making sure your use of the Services complies with applicable laws and your contractual, professional, and industry obligations.

You must not provide sensitive personal information, health information, financial account information, passwords, or confidential third-party information unless its use has been expressly approved in writing. Where we need access to a system, you will grant it through user accounts or permissions you control, not by sharing your own credentials.

6. The AI Audit

6.1 What the AI Audit includes

The AI Audit is a review of how work moves through your business, delivered over seven business days unless the project documentation states otherwise. It may include:

1. A kickoff interview with the owner or founder.
2. Short interviews with team members you identify.
3. A review of your tools, systems, workflows, and handoffs.
4. A quick wins report.
5. A Roadmap with recommended priorities, estimates, and suggested ownership.

The seven-business-day timeline starts once the conditions in Section 8 are met and depends on Participants being available as scheduled.

6.2 Access during the audit

We will only access the tools, systems, and information you choose to share. We review them to understand how work is done. We do not change, delete, or reconfigure anything in your systems during the AI Audit unless you ask us to in writing.

6.3 Team member interviews

You are responsible for telling Participants that the interviews are part of a business review and that participation is voluntary.

Unless agreed otherwise in writing, we report what we learn from team member interviews as themes and findings, not as quotes attributed to named individuals. We do not share a Participant’s individual interview notes with the owner or anyone else.

We ask Participants not to share personal information that is not needed for the review, such as health, family, or financial details.

6.4 Recommendations and estimates

The Roadmap reflects our professional judgment based on the information available during the AI Audit. Costs, timelines, time savings, and other estimates in the Roadmap are estimates only, not quotes or guarantees.

You make the final decisions about what to implement. We are not responsible for results that depend on information you did not share, changes in your business after delivery, or third-party products and pricing.

6.5 Implementation after the audit

You may implement the Roadmap with your own team, with another provider, or with us. Implementation by Rosewood Systems requires a separate written agreement.

We are not responsible for work performed by your team or by third parties, including how they interpret or carry out the Roadmap.

7. Project Scope

Services are limited to the deliverables expressly identified in the project documentation. Anything else, including implementing Roadmap recommendations, new features, integrations, data migration, extra training, ongoing hosting or maintenance, and revisions beyond the agreed number, is outside scope unless included in writing.

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

8. Delivery Timelines

Delivery timelines are estimates unless expressly guaranteed in writing. Unless otherwise agreed, a timeline begins only after:

1. Required payment has been received.
2. Onboarding or kickoff has been completed.
3. We have received the required information and access.
4. Interviews with Participants have been scheduled.
5. You have named the person who will make project decisions.

Delivery may be delayed by missing information, late feedback or approvals, rescheduled interviews, changes in scope, technical limits, third-party delays, or events outside our reasonable control. Client-caused delays extend the timeline.

If you do not respond or provide what is needed for 10 business days, we may pause the project and reschedule the remaining work based on our availability.

9. Review, Acceptance and Revisions

Please review deliverables promptly and send clear, consolidated feedback. Unless the project documentation says otherwise, you must report material issues within seven business days after delivery.

A deliverable is accepted when you approve it in writing, begin using it, share it with your team or others, or the review period ends without a material issue being reported.

Included revisions will be stated in the project documentation and must relate to the original scope. A new feature, integration, strategy, audience, or substantial new content is not a revision and may require a new quote.

10. Pricing, Payment and Refunds

10.1 Payment

Fees are stated in the currency shown on the invoice, proposal, or order form. Unless otherwise agreed in writing:

1. Payment is required before work begins.
2. Larger projects may follow an agreed payment schedule.
3. Invoices must be paid by their due date.
4. Work may be paused, and hosted Services suspended, until overdue invoices are paid.
5. Work outside the agreed scope is invoiced separately.

You are responsible for applicable taxes, including HST, and any bank or currency-conversion charges unless otherwise stated. Price changes apply to future purchases only and never to a fixed-fee project already paid.

10.2 AI Audit cancellations

If you cancel the AI Audit before the kickoff interview, we will refund the fee, less payment-processing fees.

You may reschedule the kickoff once at no charge with at least two business days’ notice.

Once the kickoff interview has taken place, the AI Audit fee is non-refundable, because the time is reserved for your business and the work is specific to it.

10.3 Other services

For custom implementation and other project work, payments are non-refundable once project-specific work has begun. Work has begun when we perform any activity for your project, such as onboarding, reviewing materials, designing, configuring, building, or testing.

If you cancel before work begins, we may refund the fee, less transaction fees and costs already incurred. Fees for completed work, delivered products, used services, and third-party costs are non-refundable unless otherwise agreed.

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

10.4 Recurring services

Recurring hosting, maintenance, or support fees are charged at the start of each billing period. Cancellation applies to future periods; fees for the current period are non-refundable. A one-time project fee does not include unlimited future hosting, maintenance, updates, or support.

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

11. Client Materials

You keep ownership of the documents, data, content, processes, trademarks, and other materials you provide (“Client Materials”).

You grant us a limited, non-exclusive licence to access, copy, organize, process, and store Client Materials as reasonably needed to deliver the Services, provide support, prevent misuse, and meet our legal obligations. This licence lasts only as long as reasonably needed for those purposes.

You confirm that our authorized use of Client Materials will not infringe anyone’s intellectual property, privacy, confidentiality, or contractual rights.

12. Deliverables and Ownership

Once you have paid in full, you may use your Roadmap, reports, and other deliverables for your internal business purposes, including sharing them with your team, advisers, and any provider you hire to implement them. You may not resell or publish them.

For custom implementation work, you will own the final client-specific content expressly identified as a custom deliverable once paid in full, excluding Rosewood Systems Materials and third-party materials.

Rosewood Systems keeps all rights in its existing and reusable intellectual property (“Rosewood Systems Materials”), including our audit methods, frameworks, templates, questionnaires, scorecards, workflows, prompt structures, software, source code, documentation, and general know-how, and any improvements to them. Where Rosewood Systems Materials are included in a deliverable, you receive a non-exclusive licence to use them as needed to use that deliverable for its intended business purpose.

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

13. AI Output and Limitations

You may use output generated through Services built for you for your authorized business purposes. Because AI can produce similar output for different users, we do not guarantee that output is unique, confidential, or protectable as intellectual property.

AI systems can produce output that is incorrect, incomplete, outdated, biased, or unsuited to a situation, and output may vary each time. Our Services support decisions; they do not replace professional judgment or human oversight.

You are responsible for reviewing output before relying on it, setting internal review processes, and making final business decisions. We do not guarantee any specific business, financial, productivity, or operational result.

14. No Professional Advice

Unless expressly agreed in writing, Rosewood Systems does not provide legal, financial, tax, accounting, investment, employment, regulatory, or other regulated professional advice. Our recommendations, including the Roadmap, are not a substitute for advice from a qualified professional.

15. Third-Party Services

Our Services may use or connect with third-party providers, such as AI model providers, cloud hosting, payment processors, and other software. Your use of those services may be governed by their own terms, pricing, and limits.

We do not control and are not responsible for changes to third-party availability, pricing, features, security, model behaviour, or terms. Tools we recommend in a Roadmap are sold by their own providers under their own terms. Work required because of a third-party change may be subject to additional fees.

16. Hosting, Maintenance and Support

Hosting, maintenance, monitoring, updates, and support are included only when stated in the project documentation. Unless otherwise agreed, a custom implementation does not include unlimited future updates or new development, and response times are estimates, not guarantees.

17. Privacy and Personal Information

Our handling of personal information is also governed by our Privacy Policy.

When you provide personal information about employees, customers, contractors, or other people, including by arranging Participant interviews, you confirm that you have the authority to do so, have given any required notices, and have obtained any required consent.

We will not use Client confidential information to train a public or generally available AI model without your written authorization.

18. Confidentiality

Each party may receive non-public information from the other. The receiving party will use it only for the relationship, protect it with reasonable care, limit access to people and service providers who need it, and not disclose it except as authorized or legally required.

Confidential information does not include information that is public without breach of these Terms, was already lawfully known, was lawfully received from another source, or was developed independently.

A party may disclose confidential information when required by law or court order and, where legally permitted, will give reasonable notice first.

19. Security

We use reasonable administrative, organizational, and technical measures to protect information under our control, but no system can guarantee absolute security.

You are responsible for protecting your passwords and access, limiting access to authorized users, removing access we no longer need once a project ends, and promptly reporting suspected unauthorized access.

20. Acceptable Use

You must not use the Services for unlawful, fraudulent, deceptive, or discriminatory purposes; to infringe anyone’s rights; to gain unauthorized access to systems or information; to interfere with the Services; to present AI output as verified professional advice; or to make fully automated high-impact decisions about individuals without legally required review and safeguards.

Where you make a Rosewood Systems product available to your employees, customers, or others, you are responsible for who can access it, the instructions and disclosures they receive, and activity through accounts issued to your organization.

We may suspend access when reasonably necessary to protect users, systems, or third parties.

21. Publicity and De-identified Lessons

We will not identify you as a Client or use your name, logo, testimonial, confidential information, or identifying project details in marketing without your written permission. If you approve a testimonial or case study, we may use it for the purposes agreed.

You agree that we may write and speak about general lessons, patterns, and examples drawn from our work, including in articles, newsletters, and social media, provided that:

1. Your business is not named.
2. Details that could reasonably identify your business, Participants, or customers are removed or changed.
3. No confidential information is disclosed.

If you would prefer that nothing from your engagement is used this way, even in de-identified form, tell us in writing before the project starts and we will honour that.

22. Feedback

We may use general suggestions and feedback to improve our Services, without disclosing your confidential information or implying that you endorse us.

23. Service Availability

We aim for reliable Services but do not guarantee uninterrupted or error-free operation. Availability may be affected by maintenance, hosting or third-party outages, security incidents, or events outside our control. Where practical, we will give paying Clients reasonable notice before discontinuing a Service.

24. Suspension and Termination

We may suspend or terminate the Services if an invoice is unpaid, you materially breach these Terms, your use creates a security or legal risk, or continuing becomes unlawful or impractical. Where reasonable, we will give notice and a chance to fix the issue.

Termination does not cancel payment obligations or liabilities that arose before it. Sections on payment, ownership, confidentiality, de-identified lessons, disclaimers, liability, indemnification, and disputes survive termination.

25. Limited Service Warranty

We will perform our Services with reasonable care and skill. If you report a material failure to meet the written scope during the review period, our obligation is to make reasonable efforts to correct it. This does not cover issues caused by your instructions or materials, unauthorized changes, misuse, third-party services, or events outside our control.

26. Disclaimer of Warranties

Except as expressly stated in writing, the Services are provided “as is” and “as available.” To the fullest extent permitted by law, we disclaim implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that AI output will always be accurate, that estimates in a Roadmap will be met, or that any specific business result will be achieved.

Nothing in these Terms excludes protections that cannot legally be excluded.

27. Limitation of Liability

To the fullest extent permitted by law, Rosewood Systems will not be liable for indirect, incidental, special, punitive, or consequential damages, including lost profits, lost data, business interruption, or decisions made using our recommendations or AI output.

Our total liability for a particular product, service, or project will not exceed the amount you paid for it in the twelve months before the event giving rise to the claim.

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

28. Indemnification

To the extent permitted by law, you will defend and indemnify Rosewood Systems against third-party claims arising from materials you provide, your lack of authority to share them, your misuse of the Services, your breach of these Terms or applicable law, or claims by your employees, customers, or end users relating to your business.

29. Force Majeure

Neither party is liable for delays caused by events beyond its reasonable control, such as natural disasters, outages, cyberattacks, government action, or public-health emergencies. Payment for Services already provided is not excused.

30. Dispute Resolution and Governing Law

Before starting legal proceedings, both parties will try in good faith to resolve a dispute through written notice and direct discussion. Either party may still seek urgent injunctive relief.

These Terms are governed by the laws of the Province of Ontario and the applicable federal laws of Canada. The parties submit to the exclusive jurisdiction of the Ontario courts, unless applicable law requires otherwise.

31. General

• Electronic communications: You agree to receive notices, invoices, and approvals electronically. Approval by email may be binding to the extent permitted by law.
• Notices: Notices to us go to support@rosewoodsystems.io. Notices to you go to the email associated with your purchase or project.
• Assignment: You may not assign these Terms without our written consent. We may assign them as part of a reorganization, merger, or sale of our business.
• Relationship: The parties are independent contractors. Nothing here creates a partnership, employment, or agency relationship.
• No waiver: Not enforcing a provision does not waive it.
• Severability: If a provision is unenforceable, it is limited only as needed and the rest continues.
• Entire agreement: These Terms, the Privacy Policy, and the project documentation form the entire agreement for the Services.
• Changes: We may update these Terms and will post the new version with a revised date. The version in effect when a fixed-scope project was purchased continues to govern that project unless agreed otherwise in writing.

32. Contact