These Terms of Service (the "Terms") govern your use of the services provided by iAgentic ("iAgentic", "we", "us", "our"). By using the Services, or by authorising the Services to access a system you control, you agree to these Terms. If you are agreeing on behalf of an organisation, you represent that you have authority to bind that organisation.
These Terms of Service constitute iAgentic's end-user licence agreement for the Services.
1. Definitions
- Services - the AI-assisted business automation services we provide, including agent workforces built on IBM watsonx Orchestrate, together with any supporting websites and interfaces.
- Connected System - a third-party business system you authorise the Services to access, such as an accounting, finance or operations platform.
- Customer Data - data belonging to you or your organisation that the Services access, process or produce, including data read from a Connected System.
- Integration Supplement - a document published by us that sets out the terms specific to a particular Connected System. Each Integration Supplement forms part of these Terms.
2. The Services, and your licence to use them
The Services read from, reason over, and, subject to the approval model in section 4, write to business systems you connect. What any particular deployment does is defined by the configuration agreed with you and, where applicable, by a separate service agreement.
Subject to these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Services for your own internal business purposes, for as long as your entitlement to them remains in effect. All rights not expressly granted are reserved to us.
You will not: reverse engineer, decompile or attempt to derive the methodology, prompts, models or agent designs underlying the Services; remove or obscure any proprietary notice; or make the Services available to anyone other than your own personnel and authorised users.
3. Your account and connections
- You must have authority to connect any Connected System you authorise the Services to access, and to permit the processing described in our Privacy Policy.
- Where a Connected System contains data belonging to your own clients, for example where you are an accounting firm acting for a client, you confirm that you have that client's authority to connect it, that your agreement with them permits the processing described in our Privacy Policy, and that you will make us known to them as a sub-processor where you are required to do so.
- You may disconnect a Connected System at any time, from within the Services or from the Connected System's own settings. On disconnection we revoke the stored connection credentials and delete them on the schedule set out in the Privacy Policy.
- You are responsible for the accuracy of data in your Connected Systems, for the access levels you grant, and for reviewing any change presented for your approval before approving it.
- Access to the Services is authenticated through the platform on which they run. We do not issue, hold or store passwords for the Services. You are responsible for the access you grant within your own identity provider and for activity carried out under those identities.
4. Human approval before any write
The Services are designed so that any operation which creates, modifies or deletes a record in a Connected System requires explicit human approval. The proposed change is presented to an authorised person, and is executed only once that person approves it. Approving a presented change constitutes your instruction to execute it, and you are responsible for the consequences of changes you approve.
This is an architectural commitment, not a configuration preference. We will not introduce an unattended write path into the Services without amending these Terms and notifying active customers in advance.
5. Acceptable use
You agree not to use the Services to: violate any law or the rights of any third party; access data or systems you are not authorised to access; interfere with the operation, integrity or security of the Services or of any Connected System; circumvent the approval model in section 4; reverse engineer or attempt to derive the underlying methodology of the Services; or resell or provide the Services to third parties without our written agreement.
6. Sanctions and export control
You represent that neither you nor any of your owners, affiliates, associated parties or beneficiaries is subject to trade sanctions, appears on any applicable sanctions list, or is located in or doing business in Belarus, Cuba, Iran, North Korea, Russia, Syria, or the regions of Crimea, Zaporizhzhia, Kherson, the Donetsk People's Republic or the Luhansk People's Republic in Ukraine. We make the equivalent representation to you. You agree to comply with all applicable export control and sanctions laws in your use of the Services.
7. Third-party platforms
The Services interoperate with third-party platforms, including Connected Systems and the cloud and AI platforms on which the Services run. Your use of those platforms is governed by their own terms and privacy policies. We are not responsible for the acts, omissions, availability, pricing or continued existence of any third-party platform, and a third-party platform's change to its own service may require us to change or discontinue an integration.
8. Intellectual property
We retain all right, title and interest in the Services, including our software, models, methodology, prompts, agent designs, workflows, templates and documentation, and in any improvements to them. Nothing in these Terms transfers any of that to you.
You retain all right, title and interest in your Customer Data. You grant us a limited, non-exclusive licence to process Customer Data solely to provide, secure and support the Services for you. Where a separate service agreement governs ownership of deliverables produced for you, that agreement prevails over this section as to those deliverables.
9. Customer Data and our respective roles
As between you and us, you are the controller of the personal information contained in your Customer Data, and we act as your processor (or service provider) in respect of it, processing it on your documented instructions and for no independent purpose of our own. We act as controller only in respect of our own business records, for example, your billing and contact details, and our security and audit logs.
We do not sell Customer Data. We do not use one customer's Customer Data to serve another customer, and we do not use Customer Data to train or improve models or any shared knowledge base.
10. Confidentiality and privacy
Each party will protect the other's confidential information with at least reasonable care and will use it only for the purposes of these Terms. Our handling of your information is described in our Privacy Policy, which forms part of these Terms. The sub-processors we engage are listed in the Privacy Policy.
11. Security and incident notification
We maintain administrative, technical and physical safeguards appropriate to the nature of the Services, described in the Privacy Policy. If we become aware of a security incident affecting your Customer Data, we will notify you without undue delay and in any event within seventy-two (72) hours of confirming the incident, and will provide the information reasonably available to us about its nature, scope and our response.
To report a suspected vulnerability or security issue, contact contact@iagentic.ca. We ask that you give us a reasonable opportunity to investigate and remediate before public disclosure.
12. Availability and support
We will use commercially reasonable efforts to keep the Services available, and will notify active customers of material service disruptions. For support, or to report a problem, contact contact@iagentic.ca; we aim to acknowledge requests within one business day. Except where a signed service agreement between us states a specific service level, we do not commit to a guaranteed level of availability, and the Services may be unavailable during scheduled maintenance or as a result of a third-party platform outage outside our control.
13. Disclaimers; not professional advice
The Services are provided "as is" and "as available", without warranties of any kind, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by law.
The Services do not provide accounting, bookkeeping, tax, audit, legal or financial advice, and are not a substitute for a qualified professional. Outputs of the Services, including proposed changes to your records, reports, reconciliations and analyses, assist with and do not replace professional judgement, and should be reviewed by qualified personnel before being relied upon. You remain responsible for the accuracy and completeness of your books and records and for your compliance obligations.
14. Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost data, or loss of goodwill, whether or not the possibility of such damages was known.
To the maximum extent permitted by law, our aggregate liability arising out of or relating to the Services is limited to the greater of (a) the fees paid by you under the statement of work or service agreement to which the claim relates, and (b) five thousand Canadian dollars (CA$5,000).
Nothing in these Terms limits either party's liability for fraud, fraudulent misrepresentation, wilful misconduct, or any liability that cannot lawfully be limited.
15. Indemnification
You will defend and indemnify us against third-party claims arising from your Customer Data, your use of the Services in breach of these Terms, or your violation of law or of a third party's rights.
We will defend and indemnify you against third-party claims alleging that the Services, as provided by us and used in accordance with these Terms, infringe that third party's intellectual property rights. This obligation does not apply to claims arising from your Customer Data, from modifications not made by us, or from use of the Services in combination with anything not supplied by us where the claim would not have arisen but for that combination.
Each indemnity is conditional on the indemnified party promptly notifying the indemnifying party, giving it sole control of the defence, and providing reasonable cooperation.
16. Term and termination
These Terms apply for as long as you use the Services. Either party may terminate as set out in any applicable service agreement, or, absent such an agreement, on written notice. We may suspend the Services immediately where necessary to protect the security or integrity of the Services, a Connected System, or another customer, and will tell you why.
On termination we revoke stored credentials for your Connected Systems and delete or return Customer Data in accordance with the retention schedule in our Privacy Policy, subject to any legal retention requirement. Sections 8, 9, 10, 13, 14, 15 and 17 survive termination.
17. Order of precedence
Detail specific to a particular Connected System, the data accessed, the permissions requested, and what happens on disconnection, is set out in our Privacy Policy, which forms part of these Terms. That detail adds specificity and does not vary the general terms.
In the event of a conflict, the following order of precedence applies: (1) a signed service agreement between us; (2) these Terms; (3) the Privacy Policy.
Commercial terms, fees, invoicing, payment, contract term and any agreed service levels, are set out in the applicable signed service agreement between us, and are not addressed in these Terms.
18. Governing law
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles, and the parties attorn to the exclusive jurisdiction of the courts of Ontario.
19. General
These Terms, together with the Privacy Policy and any signed service agreement, are the entire agreement between us on their subject matter. If any provision is held unenforceable, the remainder continues in effect. A failure to enforce a provision is not a waiver of it. You may not assign these Terms without our written consent; we may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.
20. Changes
We may update these Terms. The "Last updated" date reflects the current version, and material changes will be communicated to active customers in advance. Continued use after changes take effect constitutes acceptance.
21. Contact
iAgentic. contact@iagentic.ca. https://iagentic.ca. Ontario, Canada.