Terms

Terms and Conditions

Version 1.0 · effective November 4, 2026

These terms apply to the work Cedarpost Systems Ltd. ("Cedarpost", "we", "us") does for you, the client named on the quote ("you"). Cedarpost is a company incorporated under the Business Corporations Act (British Columbia).

1. How we work together

1.1 Quotes. We describe each piece of work in a written quote. When you accept a quote, by signing it or by accepting it electronically (e-signature or click), you agree to that quote and to these terms. The accepted quote becomes a statement of work (“SOW”). You don't need to sign anything else.

1.2 The version that applies. Every quote comes with these terms, attached or linked, and shows their version number. When you accept a quote, that version applies to the work in it and, from then on, to all our work for you, including ongoing support. If we update these terms, the new version applies only once you've accepted a quote that comes with it, or agreed to it in writing. We'll tell you what changed.

1.3 What an SOW covers. Each SOW sets out the scope, deliverables, fees and timeline for that piece of work.

1.4 Schedules. Some terms only apply to some work. A schedule applies when it's listed on a quote you accept:

• Schedule R — Regulated and sensitive records: for regulated professional practices, and for any client who asks for it.
• Schedule H — On-premise hardware: whenever a quote includes hardware installed at your premises.

1.5 If documents conflict. An SOW wins over these terms, for that SOW only. A schedule wins over these terms and over an SOW, unless the SOW says expressly that it changes the schedule. These terms apply instead of any terms on your purchase order or other paperwork, even if we accept or sign it, unless we both sign a document that says your terms apply instead.

1.6 Changes to scope. If you want something an SOW doesn't cover, we'll agree the change in writing, as a new or updated quote, before we do the extra work.

1.7 What we need from you. You'll give us reasonable access to the people, information and systems the work needs, and timely decisions. If we're waiting on you, timelines move by the same amount.

1.8 The audit. The AI audit runs on its own booking terms, which you accept when you book it. They cover the audit fee and the money-back guarantee, and they say which parts of these terms also apply to the audit. These terms cover all other work, such as monthly plans, automations, custom builds and ongoing support, whether or not it follows an audit.

1.9 Delivery and acceptance. For a project, we deliver when we tell you in writing that the work is ready to use. You then have 10 business days to tell us in writing about anything that doesn't match the SOW, and we'll fix it. The work is accepted when you tell us it's fine, or when the 10 days pass without a report, whichever comes first.

2. Fees and payment

2.1 Fees. Fees are set in each SOW, usually as a monthly plan fee or a fixed price. An SOW can also set hourly or milestone fees. All amounts are in Canadian dollars and exclude GST, which we add where it applies.

2.2 When you pay. Unless an SOW says otherwise:

• Monthly plans and ongoing support: monthly in advance, by pre-authorized debit. Building the automations is included in the plan fee.
• Projects, such as custom software: 50% when we start and 50% on acceptance (section 1.9).
• Invoices are due within 15 days.

2.3 Late payment. Amounts more than 15 days overdue may carry interest at 1.5% per month (18% per year).

2.4 If you don't pay. We may pause new work until overdue amounts are paid, and we may pursue them as a debt. We never withhold your data or systems to collect a payment (section 7.4).

2.5 Hardware. Hardware is priced and invoiced under Schedule H.

3. Who owns what

3.1 Your data stays yours. Your records, files and data, including everything your own customers, clients or patients give you, are and remain your exclusive property at all times. Nothing in these terms gives us any ownership interest in them. We hold them only as your service provider, and only to do the work.

3.2 What we own. We keep everything we owned before our work for you, or develop independently of it: software, frameworks, code, templates, prompts, automations, methods and know-how, including parts based on our earlier work, and general-purpose components we develop during our work for you, as long as they don't contain your confidential information (“Background IP”). We'll identify Background IP in the SOW or in the documentation we hand over; anything we don't identify is a Deliverable. Nothing in these terms transfers Background IP to you.

3.3 What you own. What we build specifically for you under an SOW, such as your custom screens, workflows, reports and configurations (“Deliverables”), belongs to you. We assign to you all our rights in the Deliverables, including copyright, and we waive, and will have anyone who works on them waive, moral rights in them. Ownership passes: for a project, once its SOW is paid in full; for a monthly plan, for everything delivered under it, once any minimum term has been paid for and all its invoices are paid. If a plan ends before its minimum term, ownership passes once everything you owe under it, including any amount due under section 7.3, is paid. Until ownership passes, you may use the Deliverables for your business. Deliverables may include open-source or third-party components, which stay under their own licences.

3.4 Our building blocks inside it. Where a Deliverable includes our Background IP, you get a permanent, non-exclusive, royalty-free licence to use that Background IP as part of the Deliverable, for your own business, so it keeps working for you.

3.5 Your choice of developer. You, or any developer you choose, may maintain, change and extend the Deliverables and the Background IP built into them, for your own business. You may not sell or license our Background IP to others on its own.

3.6 Reuse. We may reuse our general skills, know-how and Background IP on other work. We never reuse your Deliverables, your data or your confidential information.

3.7 Your materials. You give us a limited licence to use your data and materials only to do the work. We don't use your data to train AI models, and we don't allow our sub-processors to.

4. AI: what to expect

4.1 AI makes mistakes. AI systems are probabilistic and can produce wrong or unexpected output. We build, configure and test in good faith, but we don't guarantee specific results, accuracy, savings or uninterrupted operation.

4.2 You check before you rely. You're responsible for reviewing AI-assisted output before you rely on it for a decision, a message, an invoice, a filing or professional advice. We aren't liable for the results of decisions made on AI output.

4.3 Your obligations stay yours. You remain responsible for your own legal and professional obligations. We give you the facts about how a system works so you can make your own assessment, but we don't represent that any system makes you compliant with any law, professional rule or regulator's requirement. That includes the rules for messages a system sends on your behalf, such as Canada's anti-spam law (CASL) and privacy law.

4.4 Upkeep. Automations can break when the tools, services or models they rely on change. We maintain them only under a monthly plan or an ongoing-support SOW.

4.5 Other providers. Third-party tools and AI models are subject to their own terms, pricing and availability. We aren't responsible for their changes or outages.

4.6 Tool accounts. The third-party tools and subscriptions your automations run on, such as automation platforms and AI services, are set up in your name and billed to you directly by the provider, so they stay yours if our work together ends. We'll tell you what they cost before we start.

5. Confidentiality and privacy

5.1 Confidentiality. Each of us will keep the other's confidential information confidential, use it only for the work, and protect it with at least reasonable care. This includes information shared before you first accepted a quote, in anticipation of working together, for example during the audit or a scoping call. If we signed a mutual NDA, it forms part of these terms. Confidential information doesn't include information that is public, that the receiving party already knew or developed independently, or that it received lawfully from someone else. If the law requires either of us to disclose the other's confidential information, we'll give notice first where the law allows.

5.2 Privacy law. We handle personal information in line with PIPEDA and BC PIPA. If you need more, Schedule R adds stronger protections, including our full Data-Handling Statement.

5.3 Sub-processors. We keep a current list of the third-party services that may process your data, what each one processes, and where each provider says it processes data. You can ask for it at any time. Providers run their own infrastructure under their own terms; we pass on what they publish rather than guess on their behalf.

5.4 Security incidents. If a security incident affects your data, we'll tell you without undue delay, and in any event within 72 hours of becoming aware of it, and give you the information you reasonably need to deal with it, including any reports you have to make.

5.5 Your right to share. You confirm you have the right to share with us any information about your own customers, clients, patients or staff that you give us.

6. Our standard of work, and limits on liability

6.1 Standard of work. We'll do the work in a professional and workmanlike way. For 30 days after a project is accepted, we fix at no charge anything that doesn't work as the SOW describes; after that, fixes are covered by a monthly plan or an ongoing-support SOW. Except as these terms say, the services and deliverables are provided “as is”, and we disclaim all other warranties, express or implied, including merchantability and fitness for a particular purpose, to the extent the law allows.

6.2 Limits. To the extent the law allows:

• (a) neither of us is liable for indirect, incidental, special or consequential losses, including lost profits or lost data; and
• (b) our total liability under these terms and all SOWs is limited to the fees you paid us under the SOW that gave rise to the claim, in the 12 months before the claim.

6.3 Exceptions. These limits don't apply to a breach of confidentiality, gross negligence or wilful misconduct. Schedule H changes how the limit is measured where hardware is involved.

7. Ending our work together

7.1 With notice. Either of us can end an SOW, or all our work together, on 30 days' written notice, except that you can't end a monthly plan before its minimum term has passed. The minimum term, if any, is stated in the quote. After any minimum term, monthly plans and ongoing support run month to month and can be cancelled on 30 days' notice. If you cancel, you keep what we built under sections 3.3 to 3.5, and we stop maintaining it.

7.2 For breach. Either of us can end an SOW, or all our work together, if the other materially breaches these terms and doesn't fix the breach within 15 days of written notice.

7.3 What you owe. When an SOW ends, you pay for work done and work in progress up to that date. For fixed-price work, that's measured by the milestones in the SOW or, if there are none, by the share of the work completed. If a monthly plan ends during its minimum term because you stopped it (other than for our breach), or because we ended it for your breach, the plan fees for the rest of the minimum term are also due.

7.4 No lock-out. We will not withhold, disable or deny you access to your own data, records or systems, including if you haven't paid us. Unpaid fees are pursued as a debt, never by holding your records back.

7.5 Your data back. On request, we give you your data in a usable, exportable format, at no charge, with source code, documentation and credentials for the systems we built for you. Hardware stays where it is (Schedule H).

7.6 Confidential information. Each of us returns or deletes the other's confidential information on request and confirms it in writing, keeping only what the law, insurance or your own record-keeping obligations require.

8. General

8.1 Independent contractor. We're an independent contractor. Nothing in these terms creates employment, partnership, agency or a joint venture. Each of us is responsible for our own taxes and people. We don't use subcontractors on your work without your written agreement.

8.2 Insurance. We maintain errors and omissions (professional liability) and cyber liability insurance while we work for you, and will give you a certificate on request.

8.3 Electronic acceptance. Either of us can sign or accept a quote, these terms and any schedule electronically, including by e-signature or click, with the same effect as a handwritten signature.

8.4 Governing law. These terms are governed by the laws of British Columbia, and the courts of British Columbia have jurisdiction.

8.5 Everything else. Each accepted quote, together with these terms and the schedules it lists, is our whole agreement for that work. Changes must be in writing and signed or accepted electronically by both of us. Neither of us may assign our rights under these terms without the other's consent, except to a successor to substantially all of its business. Notices go in writing to the addresses on the quote or to the email addresses on file. If any part is unenforceable, the rest still applies. Not enforcing a term is not a waiver of it.

8.6 Things outside our control. Neither of us is responsible for a delay or failure caused by something outside our reasonable control, such as an outage at a third-party provider, an internet or power failure, a natural disaster or government action. The affected party tells the other promptly and does what it reasonably can to catch up. This doesn't excuse paying what's owed.

8.7 What continues after it ends. Sections 2 (amounts owing), 3, 4, 5, 6 and 7.3 to 7.6 continue after an SOW or our work together ends, as do the parts of any schedule that say so.

AI audit booking terms

Version 1.0 · effective November 4, 2026

What it is. A practical, plain-English look at how your office work runs and where AI or automation actually pays off, including, honestly, where it doesn't. You get a short written report and a 60–90 minute walkthrough call.

Fee. $1,000 + GST, paid to book.

How long it takes. We start with a short intake call. Your report is with you within 5 business days of that call, provided we have what we need from you. The walkthrough is then booked whenever suits you. We schedule an hour and ask you to hold 90 minutes, because these tend to run once you get going.

In person, if you'd rather. Both sessions run over video by default. If you'd prefer we come to you, that's +$500 anywhere from Ladysmith to Qualicum Beach. Further afield on the Island (Victoria, Duncan, Port Alberni, the Comox Valley, Campbell River), just ask and we'll quote it before you book. We'd normally come out for the first session, since seeing how the office actually works tells us things a call can't, but if you'd rather have us there for the walkthrough instead, that's your call.

Money-back. If, within 7 days of the walkthrough call, you tell us in writing it wasn't worth it, we refund the fee in full. The in-person surcharge is refunded too, unless the visit has already taken place.

Rescheduling and cancelling. You can reschedule either session at any time. If you cancel before the intake call, we refund the fee in full.

Advice, not a guarantee. The audit is our best, honest assessment, not a promise of specific savings or results. AI tools are probabilistic and can be wrong; you decide what to act on.

Your report. The report is yours to keep and use as you like. The methods and templates behind it stay ours.

How we handle your call. To make the most of our time, with your agreement we record and transcribe the intake call and use AI to help analyze it and prepare your report. How that's done depends on what your work involves:

• Most engagements: we use Fathom (recording and transcription) and Claude (analysis), third-party tools that process data on secure servers in the United States, under data-processing agreements, and which don't use your data to train their models.
• If your work involves privileged, clinical or financial material (a law firm, a clinic, an accounting practice), we can use local processing instead, and we'll ask before the call which you prefer. Transcription runs on our own machine and identifying details are removed before anything is analyzed. Anyone can ask for this. If you'd rather not be recorded at all, leave the second box unticked when you book and we'll work from written notes.

Either way we keep the recording and transcript only as long as we need them for your audit, then delete them, and we treat everything you share as confidential.

Our Privacy Policy covers the booking and payment details you give us. For the full detail of how we handle data, ask for our Data-Handling Statement.

The rest of the rules. Sections 4 (AI: what to expect), 5 (confidentiality and privacy), 6 (our standard of work, and limits on liability) and 8 (general) of our Terms and Conditions apply to the audit as if it were an SOW. Where these booking terms say something different, these booking terms win.

Want a mutual NDA? Happy to sign one before we talk. Just ask, and we'll send it over the same day.

Your confirmation. When you book, you'll see two checkboxes:

Past versions

None yet. Version 1.0 is the first version of both sets of terms. When we update them, earlier versions will be listed here, so you can always see the terms that applied to your quote.