The agreement, without the wall of capitals.

These terms are the agreement between you and us for your use of the Stratascout.AI service. If you are accepting them for an organization, you are confirming you have the authority to bind that organization, and “you” means that organization.

If you and we have signed a separate written agreement covering the service, that agreement governs where it conflicts with these terms.

The service connects to business systems you already operate, reads records from them, compares those records against each other, and reports findings to the people you designate. Which systems can be connected, and what the service can do inside each, depends on what we have built and on the permissions you grant.

We may change, add, or remove features. We will not materially reduce the core function of a plan you are paying for without telling you first.

To use the service you authorize us to access the systems you connect, using credentials you provide. You represent that you have the right to grant that access, that doing so does not breach your agreement with the vendor of that system or with your own clients, and that you have any consents your clients' data requires.

You are responsible for the credentials you issue and for revoking them when someone leaves or when you stop using the service. We are not responsible for what a credential you issued was permitted to reach.

You own your Customer Data. Nothing here transfers ownership of it to us.

You grant us a limited licence to host, process, transmit, and display that data strictly as needed to operate the service for you, and for no other purpose. That licence ends when your account does. We do not use your Customer Data to train machine learning models, and we do not use it to serve any other customer.

Every tool call the service makes resolves to allowed, held for approval, or denied before it reaches the code that would execute it, and that decision is made outside the tool rather than inside it. Reads execute. Anything that would change a record in a system we do not own is staged as a draft for one of your people to approve. Nothing addressed to your clients is sent by the service.

This is a design property of the service and not a setting you have to remember to enable. It is also the boundary of our responsibility: because a person on your side reviews and approves anything that leaves the system, the decision to act on a finding is yours.

The service produces findings and figures by comparing records. Those figures are estimates derived from the data available to it at the time. They are not an audit, not accounting advice, and not a substitute for your own review.

Do not invoice a client, change an agreement, or make a financial decision on a figure from the service without verifying it against the underlying records. Every finding names the records it came from precisely so that you can.

Do not use the service to break the law, to infringe someone's rights, or to access a system you are not authorized to access. Do not attempt to circumvent the approval controls, to extract another customer's data, to probe or attack the infrastructure, or to resell the service as your own without a written agreement with us.

You are responsible for what the people in your organization do with their accounts.

Fees, billing frequency, and the term are set out in the order or quote you accept. Unless that document says otherwise, fees are payable in advance, are non-refundable once the period has begun, and exclude taxes, which you are responsible for.

If an invoice is overdue we may suspend the service after giving you notice and a reasonable chance to pay.

Each of us may learn confidential information about the other. Each of us will protect the other's confidential information with at least the care we use for our own, will use it only for the purposes of this agreement, and will not disclose it except to people who need it and are bound to keep it confidential.

This does not apply to information that is public through no fault of the receiver, was already known, is independently developed, or must be disclosed by law, in which case the receiver will give notice where it lawfully can.

Either of us may terminate for convenience at the end of the then-current term by giving notice, or immediately if the other materially breaches this agreement and does not fix it within 30 days of being told.

On termination your access ends. You may export your Customer Data for 30 days afterwards, and we will delete it within 30 days of the end of that window, except where the law requires us to keep something. Disconnect your integrations and revoke the credentials you issued; that is yours to do and we cannot do it for you.

We warrant that we will provide the service with reasonable skill and care.

Beyond that, and to the fullest extent the law allows, the service is provided as is. We do not warrant that it will be uninterrupted or error free, that it will find every discrepancy in your systems, or that any figure it produces is accurate or complete. We disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

The service depends on third-party systems we do not control. We are not responsible for their availability, their accuracy, or changes they make to their interfaces.

Neither of us is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or lost or corrupted data, even if told such damages were possible.

Each party's total liability arising out of this agreement is limited to the fees you paid or owed for the service in the twelve months before the event giving rise to the claim.

Nothing here limits liability that cannot be limited by law, including for fraud, or for death or personal injury caused by negligence. These limits do not apply to your obligation to pay fees, or to either party's breach of confidentiality.

You will defend and indemnify us against third-party claims arising from your Customer Data, from your use of the service in breach of this agreement or the law, or from your not having had the right to grant the access you granted.

We will defend and indemnify you against third-party claims that the service as we provide it infringes their intellectual property, provided you tell us promptly and let us control the defence.

This agreement is governed by the laws of the jurisdiction named below, without regard to its conflict of laws rules, and each of us submits to the exclusive jurisdiction of the courts named below. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

If you are contracting from Canada, this choice of law does not deprive you of the protection of any mandatory consumer or privacy law of your province that would otherwise apply.

We may update these terms. For material changes we will give notice before they take effect, and continuing to use the service after that date means you accept them. If you do not, you may terminate and we will refund fees you have prepaid for the unused remainder of the term.