Terms & Conditions

• Who we are: Codely.ai Inc., registered in Ontario, Canada.
• What we do: Software development, AI engineering, automation consulting, SaaS platforms (DialoGen, ConvyFlow).
• Engagements: Governed by a signed Statement of Work (SOW) defining scope, fees, timelines, and ownership.
• Payments: Invoices due within 30 days; deposits and milestone payments may apply; late fees accrue at 1.5% per month. Services resume only after overdue payments are settled.
• Intellectual property: Clients own custom deliverables once paid in full. Codely.ai retains pre‑existing IP and grants licences for incorporated tools.
• Confidentiality: Both parties must protect non‑public information for 3 years after termination.
• Acceptable use: No unlawful, harmful, or abusive use of services/products. Misuse may result in suspension or termination.
• Warranties & liability: Services are provided "as is." Liability is limited to fees paid in the last 12 months, except in cases of gross negligence or willful misconduct.
• Termination: Clients may terminate with 30 days' notice; Codely.ai may terminate for breach, insolvency, or misuse.
• Dispute resolution: Governed by Ontario law; disputes resolved via arbitration in Ontario, or a mutually agreed jurisdiction for international clients.
• Changes: Terms may be updated with notice; clients may terminate if they do not accept changes. Continued use means acceptance.

• "Codely.ai", "we", "us", or "our" refers to Codely.ai Inc., registered in Ontario, Canada.
• "Client", "you", or "your" refers to any individual, company, or organisation engaging Codely.ai.
• "Services" means software development, AI engineering, automation consulting, platform development, DevSecOps, product design, and related services.
• "Products" means SaaS platforms owned by Codely.ai, including DialoGen and ConvyFlow.
• "Deliverables" means all work product created under a Statement of Work (SOW).
• "Statement of Work" or "SOW" means a signed agreement specifying scope, timeline, fees, and ownership.
• "Confidential Information" means non‑public information disclosed in connection with Services.

By engaging Codely.ai, accessing Products, or signing a SOW, you confirm you are of the age of majority in your jurisdiction and have authority to bind your organisation. These terms form a legally binding contract.

Scope, pricing, and timelines are defined in a signed SOW. Services outside scope require a written change order. Codely.ai may decline projects at its discretion.

Each engagement is governed by a SOW. Clients must provide timely feedback, approvals, and required access. Delays caused by clients may result in revised timelines and fees.

• Invoices payable within 30 days.
• Deposits of 30–50% may be required.
• Milestone payments due upon completion.
• Late payments accrue 1.5% interest per month.
• Services resume only after overdue payments are settled.
• Fees exclude applicable taxes; clients are responsible for taxes.
• SaaS product fees governed by separate subscription agreements.

• Client‑owned deliverables: Upon full payment, clients own custom code, designs, and documentation.
• Codely.ai retained IP: Pre‑existing IP, tools, and frameworks remain ours; clients receive a licence to use incorporated IP.
• Third‑party components: Clients must comply with open‑source licences.

Codely.ai may display work in its portfolio unless confidentiality is requested in writing. Sensitive or proprietary projects will be excluded.

Both parties must protect Confidential Information for 3 years after termination. Exceptions apply for public, pre‑known, legally required, or independently developed information.

Clients must not use Services/Products unlawfully, harmfully, or abusively. Prohibited uses include IP infringement, malicious code, scraping, discriminatory content, or reverse engineering. Violations may result in suspension or termination.

Services are provided "as is" unless otherwise stated in a SOW. No implied warranties. AI outputs are informational only; clients must verify accuracy before acting.

Codely.ai's aggregate liability is limited to fees paid in the last 12 months under the applicable SOW, except in cases of gross negligence or willful misconduct.

Clients agree to indemnify Codely.ai against reasonable claims arising from misuse, violations, or breaches, excluding cases caused by Codely.ai's own negligence.

• Clients may terminate with 30 days' notice, paying for completed/in‑progress work.
• Codely.ai may terminate for breach (uncured within 10 days), insolvency, or misuse.
• Confidentiality, IP, payment, disclaimers, liability, and indemnification survive termination.

Governed by Ontario, Canada law. Disputes resolved via arbitration in Ontario, Canada. For international clients, disputes may be resolved in a mutually agreed jurisdiction.

Codely.ai may modify terms with an updated "Last Updated" date. Active clients receive 30 days' notice of material changes. Clients may terminate if they do not accept changes. Continued use constitutes acceptance.

If you have any questions about these Terms & Conditions, please contact us:

• Email: operations@codely.ai
• Postal address: Unit 50, 125 Sekura Cres, Cambridge, Ontario, Canada

You may also use our Contact page to reach us.