# Customer Agreement

This Customer Agreement is between Zero Touch Integrations, operated by Chaley Consulting ("we", "us", "our"), and the organization named as the customer on the first Statement of Work it accepts ("you", "your"). We offer this agreement only to organizations based in Canada (outside Quebec) or in the United States.

## 1. Structure

- This is a master agreement. It sets the terms for every integration we build and run for you.
- The Data Processing Addendum (the "DPA") and the AI processing notice form part of this agreement.
- Each Statement of Work (an "SOW") is an order under this agreement. A change order amends the SOW it names.
- If these documents disagree, they apply in this order: first the DPA (only for personal data), then the SOW (only for scope, price and dates), then this agreement, then the AI processing notice.
- An owner of your organization accepts the first SOW in our customer portal. That same act also accepts the versions of this agreement, the DPA and the AI processing notice named on that SOW (section 12).

## 2. The service

- We scope, build, test, deploy, host and maintain the integration each SOW describes. The SOW's plain language scope, acceptance criteria and examples are the whole of what we promise to build.
- Before go live, you review the results of a trial period in which nothing is written to your systems, and you approve go live.
- AI tools write much of the code, under the checks described in the AI processing notice.

## 3. Fees

- **Build price.** The build price is fixed on the SOW. We charge it in full to your saved card only after you approve the trial results and the integration is live. Nothing is charged when you sign. If we cannot build what the SOW describes, you pay nothing for it.
- **Saved card.** By saving a card, you authorize us to charge it, without any further action on your part, for the build price when the integration goes live, and for the monthly plan fee each month while the plan runs. The first month of the plan is charged on the go live day.
- **Hosting and maintenance plan.** Each integration has a monthly plan fee while we host it. The plan has a minimum term of 12 months from that integration's go live, billed monthly. Each SOW states the minimum term and the total minimum commitment (12 times the monthly fee, before tax). We may change the plan price at most once a year, with 60 days' written notice, and never during the first 12 months. Non-payment is covered in section 10.
- **Fees for the minimum term.** If you give notice during the minimum term, the integration keeps running and the monthly fees continue until the term ends. If the plan ends early because of non-payment, the unpaid monthly fees for the rest of the minimum term remain owed, but we do not charge them automatically as a lump sum.
- **Taxes, refunds and cancellation.** Prices do not include applicable taxes, which are added to each charge. If you cancel an SOW before its integration goes live, nothing is charged for it.
- **Disputed charges.** If you dispute a card charge with your bank and the dispute is decided in our favour, or if we issue a replacement invoice after a dispute we lost, the amount is payable within 7 days of our notice.

## 4. Customer responsibilities

You agree to:

- keep the subscriptions and API access your apps need, and pay any fees your app vendors charge for API use;
- grant, and keep valid, the access the integration needs;
- review trial results in good faith and tell us promptly about wrong data;
- remain responsible for the correctness of the data in your own systems, and for backing them up; and
- follow the acceptable use rules in section 9.

## 5. Ownership and licences

- You own the code specific to your integration in your client repository once the build price for that SOW is paid. Nothing transfers while it is unpaid.
- Our kit, connectors, tools, templates and platform remain ours. You receive a perpetual, royalty free, non exclusive licence to the versions of our kit and connectors included in your repository, to run and modify that integration and to have others maintain it for you, for that integration only.
- The app connectors in the `src/connectors/` folder of your client repository are our connector material under the point above, even when we build them during your own project. They hold no customer data, and we may reuse them for other customers. Everything else in the repository that is specific to your flows, mappings and rules is yours under the first point.
- If you leave, you receive the handover package (an archive of the repository and a runbook) if the build price was paid.
- We may keep de-identified, aggregated know-how (patterns, mapping rules and checklists) that holds no customer data and does not identify you. Your data is never used to train AI models.

## 6. What the plan covers

- **Coverage:** while your plan is active, we monitor every run and fix anything that breaks, whether the cause is our code or a change in one of your apps.
- **Defect:** any behaviour that breaks an acceptance criterion or example in the signed SOW. We fix defects at no charge while the plan is active.
- **Not a defect:** behaviour the SOW does not describe. That is handled as a fixed price change order.
- **Classification:** we classify each problem as either covered by the plan or a change order, and we tell you which and why. You may dispute our classification through support.
- **Remedies, in order:** we fix the integration; we undo reversible writes it made in error; or we refund some or all of the build price paid for the affected SOW (plan fees already paid are not refunded). These are your only remedies for a defect, and they never exceed the cap in section 8.
- Apart from what this agreement expressly promises, the service is provided "as is", to the extent the law allows. To that extent, we give no other promises, terms or conditions, whether express or implied, including any implied term or condition of merchantability, quality or fitness for a particular purpose.

## 7. Service levels

- **Support hours:** Monday to Friday, 09:00 to 17:00 Eastern Time (Toronto), excluding public holidays.
- **First response targets:** 4 business hours when an integration has stopped or is writing wrong data; 1 business day for anything else.
- At any hour, automatic safety measures pause writes when wrong data is detected and hold records that cannot be processed.
- We offer no uptime percentage and no service credits at launch. The times above are targets, not guarantees.
- We send incident notices by email and post them on our public status page at status.zerotouchintegrations.com (also available at zerotouchintegrations.github.io if our main domain is unavailable). Notice of a personal data breach follows the DPA.

## 8. Liability

- Each party's total liability arising out of or relating to this agreement is capped at the fees you paid us in the 12 months before the event giving rise to the claim.
- Neither party is liable for indirect, consequential, special or punitive damages, or for lost profits, lost revenue or lost data.
- The cap and the exclusion above do not apply to a breach of confidentiality (section 13) or to fraud.
- Claims under the DPA are subject to the cap and the exclusion in this section; the DPA has no separate cap.

## 9. Acceptable use

- You must not send us, or ask an integration to process, payment card data, health information or government issued identifiers.
- You must not use the service for unlawful processing, in a way that breaks the terms of your own apps, to send spam, or to process data you have no right to collect.

## 10. Suspension

- We may pause writes, with notice, for safety (wrong data or a security incident), for non-payment, or for a breach of acceptable use (section 9). For a safety pause or an acceptable use pause, the notice may come after the pause. For a breach of acceptable use, we may also pause open projects and sign your users out until the matter is resolved.
- **Non-payment:** if a card payment fails, we retry it and ask your owners to update the card. If the fee stays unpaid, we give a dated notice of at least 7 days before we pause writes. If it is still unpaid 30 days after the pause, we offboard you.
- Notice goes to your organization's owners by email and as a banner in the customer portal. Pausing deletes nothing, and held records can be replayed.

## 11. Term and termination

- This agreement starts when you accept your first SOW. Each integration's plan has a minimum term of 12 months from its go live. After that, the plan runs month to month, and either party may end it with 30 days' notice.
- Notice given during a minimum term takes effect at the end of that term. The integration keeps running, and monthly fees continue, until then.
- When this agreement ends, we offboard you: we remove our access, stop the integrations, delete data as the DPA describes, and deliver the handover package.
- Either party may end this agreement immediately if the other commits a material breach and does not fix it within 30 days after notice.
- The sections on ownership, liability and confidentiality, and any amounts due, continue after this agreement ends.

## 12. Versions and acceptance record

- Each version of this agreement has a version number and a sha256 fingerprint of its text. The fingerprint is printed on the SOW and recorded in your acceptance record and the signature certificate.
- Every past version stays published at `/legal/customer-agreement/v<n>` on our website.
- A new version applies to SOWs issued after it is published. For running customers, it applies 30 days after we email your owners. If you do not accept a new version, you may give notice during those 30 days, and your plan then ends at the end of the current paid period, with no further fees.

## 13. General

- **Governing law and courts:** this agreement is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. The courts of Ontario have exclusive jurisdiction over any dispute, and each party submits to them. These terms apply in the same way to customers in the United States.
- **Language:** this agreement is written in English only; a French version is not offered at this time. The parties have expressly required that this agreement and all related documents be drawn up in English. Les parties ont expressément exigé que la présente convention et tous les documents qui s'y rattachent soient rédigés en anglais.
- **Confidentiality:** each party keeps the other's non-public business information confidential, uses it only for this agreement, and shares it only with people who need it for this agreement and are bound to keep it confidential. This does not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already had or develops independently, or that it must disclose by law (with notice to the other party where the law allows). Your customer data is handled under the DPA.
- **Notices:** notices under this agreement are given by email. We send notices to the email addresses of your organization's owners. You send notices to us at admin@zerotouchintegrations.com. Our postal address is Zero Touch Integrations, operated by Chaley Consulting, Unit #164733, 4220 Hyde Park Blvd, Niagara Falls, NY 14305, USA. Support is at support@zerotouchintegrations.com.
- **Entire agreement:** this agreement, the DPA, the AI processing notice and your SOWs are the whole agreement between us about the service, and they replace any earlier discussions or proposals about it.
- **Assignment:** neither party may transfer this agreement without the other's written consent, which will not be unreasonably withheld, except to a successor to all or substantially all of its business, with notice to the other party.
- **Force majeure:** neither party is responsible for a delay or failure caused by events beyond its reasonable control, such as natural disasters, outages of the internet or of third party services, or acts of government. This does not excuse an obligation to pay amounts due.
- **Severability:** if a court finds any part of this agreement unenforceable, the rest stays in effect.
- **No waiver:** if a party does not enforce a right, it does not give up that right.