Terms & Conditions

In these Terms & Conditions, the following definitions apply:

• "Codely.ai", "we", "us", or "our" refers to Codely.ai Inc., a company registered in Ontario, Canada.
• "Client", "you", or "your" refers to any individual, company, or organisation that engages Codely.ai for services or accesses our platforms.
• "Services" means software development, AI engineering, automation consulting, platform development, DevSecOps, product design, and any related professional services provided by Codely.ai.
• "Products" means software-as-a-service platforms owned and operated by Codely.ai, including DialoGen and ConvyFlow.
• "Deliverables" means all software, designs, documentation, reports, and other work product created by Codely.ai under a Statement of Work.
• "Statement of Work" or "SOW" means a signed written agreement specifying the scope, timeline, fees, and ownership terms for a particular engagement.
• "Confidential Information" means any non-public information disclosed by either party in connection with the Services.

By engaging Codely.ai for Services, accessing our Products, or signing a Statement of Work, you represent that you are at least 18 years of age, have the legal authority to enter into a binding agreement, and accept these Terms & Conditions in full.

If you are entering into these terms on behalf of a company or organisation, you represent and warrant that you have authority to bind that entity. These terms form a legally binding contract between you and Codely.ai.

Codely.ai provides a range of professional technology services including, but not limited to, AI engineering and integration, agentic AI system development, software product development, enterprise application modernisation, automation platform development, DevSecOps, cloud architecture, and technology consulting.

The specific scope, pricing, and delivery timelines for each engagement are defined in a Statement of Work agreed upon by both parties prior to commencement of work. Services not described in a signed SOW are not included unless added by written amendment.

Codely.ai reserves the right to decline any project or engagement at its sole discretion, without obligation to provide a reason.

All client engagements are governed by a Statement of Work or equivalent written agreement. Each SOW will specify: project scope and deliverables, project timeline and milestones, fees and payment schedule, ownership of deliverables, and any special conditions.

Changes to an agreed SOW require a signed written change order. Codely.ai is not obligated to perform work outside the agreed scope unless a change order has been executed. The client is responsible for providing timely feedback, approvals, and any required access to systems, data, or personnel.

Delays caused by the client — including delayed approvals, late provision of required materials, or changes to requirements — may result in revised timelines and additional fees, which will be communicated in writing.

Fees for Services are as set out in the applicable Statement of Work. Unless otherwise agreed in writing:

• Invoices are payable within 30 days of the invoice date.
• A deposit of 30–50% of the total project value may be required before commencement of work.
• Milestone payments are due upon completion of each milestone as defined in the SOW.
• Late payments will accrue interest at 1.5% per month (18% per annum) from the due date.
• Codely.ai reserves the right to suspend Services if an invoice remains unpaid for more than 15 days past the due date.

All fees are quoted exclusive of applicable taxes (including HST/GST where applicable). The client is responsible for all applicable taxes, duties, and levies.

Fees for SaaS Products (DialoGen, ConvyFlow) are governed by separate subscription agreements applicable to those products.

Ownership of Deliverables is as specified in the applicable Statement of Work. In the absence of specific provisions:

• Client-owned deliverables: Upon full payment of all fees, Codely.ai assigns to the client all rights, title, and interest in the custom code, designs, and documentation created specifically for the client under the SOW.
• Codely.ai retained IP: Codely.ai retains ownership of all pre-existing intellectual property, tools, frameworks, libraries, templates, methodologies, and know-how used in delivering the Services. To the extent any Codely.ai IP is incorporated into a Deliverable, Codely.ai grants the client a non-exclusive, royalty-free, perpetual licence to use such IP solely as part of the Deliverable.
• Third-party components: Deliverables may incorporate open-source software or third-party libraries. The client is responsible for complying with the applicable open-source licences.

Codely.ai reserves the right to display the work in its portfolio and marketing materials unless the client requests confidentiality in writing.

Both parties agree to keep confidential all non-public information disclosed by the other party in connection with the Services ("Confidential Information") and not to disclose such information to any third party without prior written consent.

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure; (c) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to the disclosing party; or (d) is independently developed without use of Confidential Information.

The confidentiality obligations in this section survive termination of any engagement for a period of three (3) years.

You agree not to use Codely.ai's Services or Products for any purpose that is unlawful, harmful, fraudulent, or abusive. Prohibited uses include, but are not limited to:

• Violating any applicable law or regulation.
• Infringing upon the intellectual property rights of third parties.
• Transmitting malicious code, viruses, or other harmful software.
• Engaging in automated attacks, scraping, or abuse of Codely.ai infrastructure.
• Using AI capabilities to generate, distribute, or promote harmful, discriminatory, or deceptive content.
• Reverse engineering, decompiling, or attempting to derive the source code of Codely.ai's proprietary Products.

Violation of this section may result in immediate suspension or termination of Services, at Codely.ai's sole discretion.

Codely.ai warrants that it will perform Services in a professional and workmanlike manner, consistent with generally accepted industry standards.

EXCEPT AS EXPRESSLY STATED IN A SIGNED SOW, CODELY.AI PROVIDES SERVICES AND PRODUCTS ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CODELY.AI EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

AI-generated outputs and predictions are provided for informational purposes only and should not be relied upon as professional legal, medical, financial, or regulatory advice. The client is solely responsible for verifying the accuracy and appropriateness of AI-generated outputs before acting on them.

To the maximum extent permitted by applicable law, in no event shall Codely.ai, its directors, employees, contractors, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business, goodwill, or revenue, even if Codely.ai has been advised of the possibility of such damages.

Codely.ai's total aggregate liability to the client for any claims arising out of or related to a specific engagement shall not exceed the total fees paid by the client to Codely.ai under the applicable Statement of Work in the three (3) months preceding the claim.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such cases, Codely.ai's liability is limited to the fullest extent permitted by law.

You agree to indemnify, defend, and hold harmless Codely.ai and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your use of our Services or Products; (b) your violation of these Terms; (c) your violation of any third-party right, including any intellectual property or privacy right; or (d) your breach of any applicable law or regulation.

Either party may terminate an engagement by providing written notice as specified in the applicable Statement of Work. In the absence of a specific termination clause:

• The client may terminate with 30 days' written notice. The client shall pay for all work completed and in-progress as of the termination notice date, including non-cancellable commitments.
• Codely.ai may terminate immediately upon material breach by the client that remains uncured for 10 business days following written notice of such breach.
• Codely.ai may terminate immediately upon the client's insolvency, bankruptcy, or cessation of business.

Upon termination, each party shall promptly return or destroy the other party's Confidential Information. Provisions relating to payment, intellectual property, confidentiality, disclaimers, liability, and indemnification survive termination.

These Terms & Conditions are governed by and construed in accordance with the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein, without regard to conflicts of law principles.

In the event of a dispute, the parties agree to attempt to resolve the matter through good-faith negotiation for a period of 30 days before initiating formal proceedings. If negotiation fails, the dispute shall be submitted to binding arbitration in Ontario, Canada in accordance with the Arbitration Act (Ontario), except that either party may seek injunctive relief from a court of competent jurisdiction for protection of intellectual property or confidential information.

You agree that any claims or disputes shall be brought only in the courts or arbitration forums located in Ontario, Canada and you consent to the exclusive jurisdiction of such courts and forums.

Codely.ai reserves the right to modify these Terms & Conditions at any time. Changes will be posted on this page with an updated "Last updated" date. For active client engagements, Codely.ai will provide at least 30 days' notice of material changes via email.

Your continued use of our Services or Products after changes become effective constitutes your acceptance of the revised terms.

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.