Service Agreement

Every Autofy client accepts this agreement at checkout, together with their Statement of Work and the Data Processing Agreement. Fields in [brackets] are filled in from your Statement of Work, and a copy of everything you accepted is emailed to you the day you sign up.

This Agreement is made on [DATE] between:

Autofy AI and Automation Solutions Inc. (“Autofy”, “we”, “us”), 46 Miner Cove, Winnipeg, Manitoba R2N 0B4, Canada

and

[CLIENT LEGAL NAME] (“Client”, “you”), [CLIENT ADDRESS], operating [STORE NAME]

Definitions

In this Agreement, the following terms have the meanings set out below.

“Agreement” means this Service Agreement, the Statement of Work, the Proposal (to the extent set out in clause 12.4) and the Data Processing Agreement, taken together.

“Aggregated Data” means statistics or other information derived from use of the Service that is aggregated and de-identified so that it does not identify, and cannot reasonably be used to identify, the Client or any individual.

“Business Day” means a day other than a Saturday, Sunday, or statutory holiday in the Province of Manitoba.

“Client Data” means the order records, customer information, configuration settings and other data that the Client, its staff or its inventory system submits to the Service, including personal information.

“Confidential Information” means non-public information disclosed by one party to the other in connection with the Agreement that is designated as confidential, or that would reasonably be understood to be confidential given its nature and the circumstances of disclosure. It does not include information that is or becomes publicly available other than through breach of the Agreement, was already known to the receiving party without an obligation of confidentiality before disclosure, or is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

“Go-Live Date” means the date on which setup is complete under clause 2.3.

“Properly Entered” means, for a special order, entered into the Service completely and accurately, in the fields the Service requires and as trained under clause 6.1(g), by the Client or its staff, or loaded by Autofy as part of an order migration the Client has approved under the Statement of Work.

“Proposal” means the written proposal or quote Autofy issues to the Client and the Client accepts under the Acceptance paragraph below.

“Statement of Work” means the statement of work issued under this Service Agreement for the Client.

“Target Go-Live Date” means the go-live date stated in the Statement of Work.

“this Agreement” means, depending on the context, this Service Agreement alone, or this Service Agreement together with the Statement of Work, the Proposal accepted by the Client, and the Data Processing Agreement, as described in clause 12.3.

Acceptance

The Client accepts this Service Agreement, the Statement of Work, the Proposal (if any) and the Data Processing Agreement, in the versions presented to it, by ticking the acceptance box at checkout and paying the setup fee. No signature is required. The Agreement takes effect on the date the setup fee is paid (the “Effective Date”). Autofy will email the Client a copy of the accepted documents on the Effective Date.

1. What we provide

1.1 Autofy will configure and host the Special Order Recovery System (the “Service”) for the Client’s store(s), comprising:

(a) a special-order tracking pipeline accessible to Client staff;

(b) automated detection of order arrival via the Client’s connected inventory system (a supported platform under clause 1.4, as specified in the Statement of Work);

(c) automated customer email notifications sent in the Client’s store name, and a public order-status page (see clause 1.5 for its address and branding, which depend on the setup tier purchased); and

(d) the features of the Client’s selected plan, as set out in the Statement of Work.

1.2 The Service is provided as hosted software. The Client receives a right to use it during the term. No software is delivered, installed on Client premises, or transferred.

1.3 Autofy stores Client data in a database operated by Autofy. The Service reads the Client’s inventory system and also maintains its own records of orders, customers and status history in order to function. Location, security and deletion of that data are governed by the Data Processing Agreement.

1.4 Supported platforms are the inventory systems Autofy supports from time to time, currently Shopify, Lightspeed and WooCommerce. If the Client migrates to an unsupported platform, the Service may cease to function and this Agreement may be terminated by either party without penalty.

1.5 Branding and the order-status page address depend on the setup tier purchased, as recorded in the Statement of Work:

(a) Standard setup ($750). The order-status page is hosted by Autofy at [store-name].autofyinc.ca. Customer notifications are sent in the Client’s store name. The Client’s logo is not applied to the staff dashboard, and no custom domain is provided.

(b) Branded setup ($1,500). Everything in Standard, and in addition: the Client’s logo applied to the staff dashboard, the order-status page served from the Client’s own domain at orders.[client-domain], which requires the Client to add a DNS record Autofy provides, and migration of the Client’s existing open special orders as described in the Statement of Work.

The Client’s logo and a custom domain are provided only under Branded setup. A Client on Standard setup may upgrade to Branded at any time by paying the difference between the two setup fees.

2. Setup and go-live

2.1 Autofy will complete setup and make the Service live by the Target Go-Live Date stated in the Statement of Work, and in any event within 14 days of the setup fee clearing, provided the Client supplies what is listed in clause 6 within a reasonable time.

2.1.1 If the Go-Live Date does not occur within 14 days after the setup fee clears, as extended under clause 2.2, Autofy will credit the Client an amount equal to one month’s subscription fees at the Client’s monthly rate under the Statement of Work, applied against the Client’s next subscription payment or, for a prepaid annual term, by extending that term by one month. This credit is the Client’s sole and exclusive remedy for late go-live, except that if the Go-Live Date has not occurred within 30 days after the setup fee clears, other than because of Client delay under clause 2.2, either party may terminate the Agreement by written notice and Autofy will refund the setup fee.

2.2 The Go-Live Date shifts by one day for each day of delay caused by the Client not providing required access, information, or approvals.

2.3 Setup is complete when the Service is live, connected to the Client’s inventory system, and has been demonstrated to the Client.

3. Fees and payment

3.1 Setup fee payable in full before work begins. A one-time fee of $[SETUP FEE] CAD, payable at checkout. Autofy will not commence any setup work until the setup fee has cleared. No access is granted, no connection is made, and no configuration is performed before payment.

3.2 Subscription. $[MONTHLY] CAD per month, plus $99 CAD per month per additional location beyond the first, as set out in the Statement of Work.

3.3 When the subscription starts. No subscription fee is charged before the Go-Live Date. The first subscription payment is taken on the Go-Live Date, and monthly (or annually, if prepaid) thereafter. The Client pays nothing for the Service during setup.

3.3.1 When the setup fee is paid, Autofy creates the Client’s subscription with billing deferred to the expected Go-Live Date. If the Go-Live Date is earlier or later, Autofy will adjust the billing start so that the first subscription payment is taken on the Go-Live Date.

3.4 Annual prepayment. The Client may instead prepay twelve months in advance at a 14% discount. Prepaid annual fees are non-refundable and the Service runs to the end of the paid term. The discount is consideration for the commitment.

3.5 Fees are in Canadian dollars exclusive of all applicable sales taxes, including GST/HST and provincial sales taxes, which are added at the applicable rates.

3.6 Payment is by pre-authorized card or bank debit via Stripe. The Client must maintain a valid payment method for the duration of the subscription.

3.7 Price changes. Autofy may change subscription pricing on 60 days’ written notice. The Client may cancel before the change takes effect without penalty. Prepaid annual terms are not affected mid-term.

4. Non-payment, suspension and read-only access

4.1 If a subscription payment fails or is not received when due, the following stages apply. Autofy sends the Notice automatically. Autofy may take each later stage on or after the day stated and is not required to take it on that day. Autofy will not take any stage before the day stated, except under clause 4.6.

4.2 Read-only mode is a restriction of service, not a termination. Fees continue to accrue while the account is in arrears, and the Client remains liable for them.

4.3 Restoration. On payment of all outstanding amounts, full access is restored promptly and without a reconnection fee.

4.4 Autofy will not delete Client data before day 90, and will provide the export described in clause 5.5 on request at any point before deletion.

4.5 What the Client should understand about read-only mode: during it, special orders arriving at the store will not be detected and customers will not be notified. The revenue protection the Service provides stops. This is the intended consequence of non-payment and is not a defect in the Service.

4.6 Independent of clause 4.1, Autofy may suspend the Client’s access to the Service, or to its messaging functions only, immediately and without prior notice if: (a) the Client sends messages through the Service in breach of clause 7.10, or otherwise uses the Service to send marketing or promotional messages (other than review requests enabled under clause 7.11); (b) Autofy reasonably believes the Client’s use of the Service breaches applicable law or creates a security risk to the Service or to other clients; or (c) Autofy is required to suspend by law or by a platform or sub-processor on which the Service depends. Autofy will notify the Client promptly after suspending, and will restore access once it is reasonably satisfied the cause has ended. Fees continue to accrue during suspension. Suspension does not terminate the Agreement and does not affect Autofy’s other rights, including under clause 5.6.

4.7 If the Client revokes Autofy’s access to the Client’s inventory system without giving written notice of cancellation under clause 5.2, the Service cannot detect arrivals or send notifications while access is revoked. This is not a failure of the Service, and the guarantee in clause 10 does not apply while access is revoked (clause 10.4(f)). Revoking access is not itself notice of cancellation, and fees continue to accrue unless and until the Client cancels under clause 5.2.

5. Term, cancellation and termination

5.1 The Agreement begins on the Effective Date and continues month-to-month, unless the Client has prepaid an annual term. At the end of a prepaid annual term, the Agreement continues month-to-month at the monthly rate.

5.2 The Client may cancel at any time on 30 days’ written notice (email is sufficient). No cancellation fee applies. The Service continues through the notice period and to the end of the current billing period.

5.3 Subscription fees already paid are not refunded on cancellation.

5.4 The setup fee is non-refundable once setup work has begun, except under clause 2.1.1.

5.5 On termination or expiry, Autofy will provide the Client’s order data in CSV format on request, and will retain it for 30 days to allow export, after which it is permanently deleted in accordance with the Data Processing Agreement.

5.6 Autofy may terminate the Agreement (a) on 30 days’ written notice, in which case Autofy will refund any prepaid fees for the period after termination; (b) immediately on written notice if the Client materially breaches the Agreement and does not remedy the breach within 14 days after written notice; (c) immediately on written notice if the Client breaches clause 7.10 or 9.4, or clause 6.1(h) ceases to be true; or (d) immediately on written notice if the Client becomes bankrupt or insolvent, or ceases to carry on business.

5.7 Clauses 4.4, 5.5, 7, 9, 10.3, 11 and 12, any obligation to pay amounts owing, and the Data Processing Agreement for as long as Autofy holds Client Data, survive termination.

6. What the Client provides

6.1 The Client will:

(a) authorize Autofy’s application to access their inventory system (Shopify, Lightspeed or WooCommerce) with the permissions Autofy specifies as required to operate the Service. Autofy will use that access only to read order, product and inventory information and to register the notifications that alert Autofy when stock arrives, and will not create, edit or cancel any order, product or inventory record in that system;

(b) complete the onboarding intake form accurately;

(c) make a person with administrative access to that system available during setup;

(d) if Branded setup has been purchased (clause 1.5), provide logo files and brand details, and add the DNS record Autofy provides for the orders.[client-domain] subdomain;

(e) ensure staff who will use the Service attend the onboarding walkthrough;

(f) maintain their own active subscription to their inventory system for the duration of this Agreement;

(g) enter special orders into the Service as trained; and

(h) not operate any store location in, or have its head office in, the Province of Quebec, and notify Autofy in writing before doing either.

6.2 The Client is responsible for the accuracy of data they or their staff enter. The Service can only track an order that has been entered into it.

7. Data, privacy and customer messaging

7.1 The Client owns the Client Data. Autofy claims no ownership of it. The Client grants Autofy a non-exclusive, royalty-free licence, for the term and the export window in clause 5.5, to host, copy, process and transmit the Client Data as needed to provide the Service, and to create Aggregated Data from it. Settings the Client chooses are Client Data; the templates, workflows and configuration logic that give effect to them belong to Autofy under clause 9.1.

7.2 Autofy processes personal information on the Client’s behalf under the separate Data Processing Agreement, which forms part of this Agreement.

7.3 Data location. The Client’s order and customer database is hosted in the Client’s country of operation by default, or in another location Autofy supports, on the Client’s request and on any additional fees Autofy specifies, as recorded in the Statement of Work. Application hosting and the sending of customer email notifications are provided by infrastructure located in the United States regardless of where the Client’s database is hosted, so some Client data, including personal information, will be transferred to, processed in and, for limited periods, stored in the United States (including in application and email delivery logs) in the course of providing the Service. By accepting, the Client consents to this cross-border transfer and acknowledges that data processed in the United States is subject to the laws of that jurisdiction. Details are in the Data Processing Agreement. The Client will disclose, in its privacy policy or notices to its customers, that their personal information may be processed and stored outside Canada, including in the United States.

7.4 Each party will keep the other’s Confidential Information confidential, use it only for the purposes of the Agreement, and disclose it only to its personnel, advisers and (in Autofy’s case) sub-processors who need to know it and are bound by confidentiality obligations at least as protective. A party may disclose Confidential Information where required by law, if it gives the other party reasonable notice where legally permitted. Personal information is governed by the Data Processing Agreement, and Aggregated Data by clause 7.5.

7.5 Aggregated data. Autofy may use Aggregated Data to operate and improve the Service, to publish industry benchmarks, and in its own marketing and sales material.

7.6 Naming the Client, and case studies. Autofy may name the Client as a customer, and may publish results measured by the Service for the Client’s store (for example, order volumes, average order value and pickup rate) only with the Client’s written approval. That approval may be given either:

(a) in advance, by completing the Reference and data-use consent in the Intake Form, which covers the Client’s business name, logo, and metrics produced by the Service; or

(b) case by case, by approving the specific wording in writing before publication.

Approval under (a) is a standing permission for the categories listed there. It is not permission to publish anything outside them.

Customer messaging and CASL

7.7 The Service sends messages to the Client’s own customers, in the Client’s name and branding. The customer relationship is the Client’s.

7.8 The Client represents and warrants that it has obtained and maintains valid consent, as required by Canada’s Anti-Spam Legislation (CASL) and applicable privacy law, to send commercial electronic messages to the customers whose information it enters into or connects to the Service.

7.9 The Client indemnifies Autofy against claims, penalties and costs arising from messages sent to the Client’s customers where the Client did not hold the required consent, or where the customer information provided by the Client was inaccurate.

7.10 Transactional messages only. The Service is designed and licensed to send transactional messages relating to a specific customer order, such as arrival notification, ready-for-pickup, and order status. The Client must not use the Service to send promotional, marketing or bulk messages. Doing so is a material breach of this Agreement.

7.11 Review requests (Growth plan) are sent only where the Client has enabled them and confirmed it holds appropriate consent. They are treated separately from transactional messages under clause 7.10.

7.12 Autofy will provide, as part of the Service: sender identification on every message, an unsubscribe mechanism, and a log of every message sent, retained as evidence of what was sent and when for the term, and deleted with other Client Data under the Data Processing Agreement.

7.13 Withdrawing approval. The Client may withdraw approval given under 7.6 at any time on 30 days’ written notice. Within that period Autofy will remove the Client’s name, logo and figures from material it controls. Autofy is not required to recall material already distributed, and withdrawal does not affect clause 7.5.

7.14 What is never published. Regardless of any approval under 7.6, Autofy will not publish the personal information of the Client’s customers, or the names of the Client’s staff, in any case study, reference or marketing material. Staff figures are published only as counts.

8. Support

8.1 Support is provided by email between 9:00 a.m. and 5:00 p.m. (Central Time) on Business Days.

8.2 Autofy targets a first response within two to three business days for general support requests, and within one business day for critical issues (meaning the Service is unavailable, arrival detection has stopped, or customer notifications are not sending).

8.3 The first 30 days after Go-Live include priority support, meaning a first-response target of one business day for any request, not only critical ones. The same standard applies to any month of priority support credited under clause 10.2.

8.4 No uptime percentage is committed. The Service depends on third-party platforms — the Client’s inventory system, hosting providers, and email delivery providers — whose availability Autofy does not control. Autofy will use commercially reasonable efforts to keep the Service available and to restore it promptly when it is not.

8.5 Autofy may modify or improve the Service, and will give reasonable notice of changes that materially reduce functionality the Client relies on.

8.6 The response times in clauses 8.2 and 8.3 are targets. Autofy will use reasonable efforts to meet them, but missing a target is not, by itself, a breach of this Agreement.

9. Intellectual property

9.1 Autofy owns the Service and all software, templates, workflows, configuration logic, data models, documentation and underlying technology used to provide it, all Aggregated Data, and all improvements and modifications to any of them (including any developed while working with the Client or from the Client’s feedback), together with all intellectual property rights in them. Nothing in the Agreement transfers ownership of any of them to the Client. The Client’s right to use the Service is limited to the right described in clause 1.2.

9.1.1 If the Client or its staff provide feedback, suggestions or ideas about the Service, the Client grants Autofy a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable and sublicensable licence to use, modify and commercialize them for any purpose, without compensation or attribution. Feedback is not the Client’s Confidential Information.

9.2 The Client owns their trademarks, logos and brand assets, and grants Autofy a limited licence to use them to brand the Client’s own instance of the Service and, where approved under clause 7.6, in Autofy’s marketing. The Client represents that it has the right to grant this licence. This licence continues for the term of this Agreement and ends on termination or expiry, except as needed to wind down the Client’s instance of the Service in an orderly manner, and except that use approved under clause 7.6 continues until withdrawn under clause 7.13.

9.3 Branding applied under Branded setup (clause 1.5) does not transfer ownership of the Service or entitle the Client to resell, sublicense or reproduce it.

9.4 The Client will not, and will not permit any third party to: (a) reverse engineer, decompile or disassemble the Service; (b) attempt to extract its source code, templates, workflows or configuration logic; (c) use the Service to build, or assist in building, a competing product; (d) use access to the Service to develop, market or operate a similar service for anyone other than the Client’s own store(s); (e) access the Service other than through the interfaces Autofy provides, or circumvent any security or access control; (f) share login credentials with anyone other than its own staff; (g) resell, sublicense or otherwise make the Service available to any third party; or (h) copy the Service’s message templates, workflows or page designs for use outside the Service. The Client acknowledges that a breach of this clause may cause Autofy harm that damages cannot adequately remedy, and that Autofy may seek injunctive relief in addition to its other remedies.

10. The No Missed Order Guarantee

10.1 Autofy guarantees that every special order properly entered into the Service will be tracked through to pickup, and will trigger an automatic customer notification when the ordered item is detected as arrived. No order will go un-notified because a staff member forgot.

10.2 If the Service fails to detect an arrival, or fails to send a notification, for any order properly entered into it, Autofy will:

(a) correct the failure at no charge; and

(b) if the failure is not resolved within five business days of being reported, credit the Client one full month of service free of charge, plus one further month of priority support at no charge.

10.3 This is the Client’s exclusive remedy for a failure of the Service to detect or notify, and is in addition to the Client’s right to cancel under clause 5.2.

10.4 The guarantee does not cover:

(a) orders never entered into the Service;

(b) arrivals the Client’s inventory system does not report, or reports inaccurately;

(c) messages that fail to reach a customer because the contact details provided were wrong;

(d) periods during which the account is in read-only mode or suspended under clause 4;

(e) outages of third-party platforms outside Autofy’s reasonable control;

(f) any period during which a subscription payment was more than 14 days past due, whether or not Autofy had placed the account in read-only mode, or during which the Client had revoked Autofy’s access under clause 6.1(a); or

(g) messages rejected, filtered or delayed by a recipient’s email provider, or not delivered because of DNS records the Client controls.

10.5 The Client must report a suspected failure in writing within 30 days of the affected order’s arrival date.

11. Limitation of liability

11.1 Autofy is not liable for indirect, incidental, special, or consequential damages, including lost profits, lost sales, lost revenue, or lost goodwill, however caused, whether in contract, tort (including negligence) or otherwise, even if advised of the possibility.

11.2 Autofy’s total aggregate liability arising out of or relating to the Agreement, whether in contract, tort (including negligence) or otherwise, is limited to the total fees paid by the Client in the 12 months preceding the event giving rise to the claim.

11.3 Autofy is not liable for failures caused by third-party services outside its reasonable control, including the Client’s inventory system, email delivery providers, payment processors, or hosting providers.

11.4 Clauses 11.1 and 11.2 do not limit liability that cannot be limited by law, or liability for gross negligence or wilful misconduct. Autofy’s total aggregate liability for breach of the security obligations in clause 5 of the Data Processing Agreement is limited to the greater of two times the fees paid by the Client in the 12 months preceding the event giving rise to the claim and $10,000 CAD, and is in addition to the limit in clause 11.2.

11.5 Except as expressly set out in this Service Agreement, the Service is provided “as is” and “as available”, and Autofy disclaims all other warranties, conditions and representations, express or implied, statutory or otherwise, including any implied warranty or condition of merchantable quality or fitness for a particular purpose, and any warranty that the Service will be uninterrupted or error-free or that any data will be accurate or complete.

12. General

12.1 Governing law. The Agreement is governed by the laws of the Province of Manitoba and the federal laws of Canada applicable in it. The parties submit to the exclusive jurisdiction of the courts of Manitoba.

12.2 The Client may not assign the Agreement without Autofy’s prior written consent. Autofy may assign the Agreement, in whole or in part, without the Client’s consent, to an affiliate, to a purchaser of all or part of the business or assets relating to the Service, or by way of security to a lender, and will notify the Client of any assignment other than by way of security.

12.3 The Agreement is the entire agreement between the parties about its subject matter. It supersedes all prior proposals, quotes, discussions, negotiations, representations and understandings, written or oral, except the Proposal to the extent it forms part of the Agreement under clause 12.4. The Client confirms that it has not relied on any statement, representation or promise not set out in the Agreement. If Autofy did not issue a Proposal, references to it do not apply.

12.4 The Proposal forms part of the Agreement only for the plan, setup tier, setup fee, subscription fee, number of locations, billing frequency and any discount stated in it (the “Commercial Terms”). No other part of the Proposal forms part of the Agreement. If the documents that make up the Agreement conflict, they prevail in this order: (a) on the Commercial Terms, and on the platform, store locations, Target Go-Live Date and data hosting location, the Statement of Work, then the Proposal, then this Service Agreement; (b) on the processing, security, retention and deletion of personal information, the Data Processing Agreement, then this Service Agreement, then the Statement of Work; and (c) on every other matter, including liability, the guarantee in clause 10 and termination, this Service Agreement, then the Data Processing Agreement, then the Statement of Work. No term of the Statement of Work or the Proposal expands Autofy’s obligations or liability under this Service Agreement unless it expressly identifies the clause it varies.

12.5 Autofy may amend this Service Agreement, the Data Processing Agreement or any operational policy that supports the Service by giving the Client at least 30 days’ notice under clause 12.8 describing the change. An amendment takes effect on the date stated in the notice. If an amendment materially reduces the Client’s rights, the Client may cancel by written notice before it takes effect, with no cancellation fee, and the amendment will not apply to the Client before the cancellation takes effect. Changes to fees are governed by clause 3.7, and no amendment changes the fees for a prepaid annual term already paid. Any other change to the Agreement must be in writing and agreed by both parties. A new Statement of Work may be accepted without re-accepting this Service Agreement.

12.5.1 Autofy may adopt, and update from time to time on notice to the Client, operational policies that support the Service (including an acceptable use policy and security practices), provided such policies do not reduce the Client’s rights or increase the Client’s fees under this Agreement. Such policies do not require the Client’s signature or agreement to take effect. All other changes to this Agreement must be in writing and agreed by both parties.

12.6 If any provision is unenforceable, the rest remains in effect.

12.7 Neither party is liable for failure to perform caused by events beyond its reasonable control.

12.8 Notices. Autofy may give notice under the Agreement by email to the account owner’s email address in the Client’s account. The Client may give notice by email to contact@autofyinc.ca. An email notice is received on the Business Day it is sent if sent before 5:00 p.m. (Central Time), and otherwise on the next Business Day. Each party will keep its notice email address current.