Umbrella AI — Terms and Conditions

1. Agreement to Terms
These Terms and Conditions ("Terms") govern your access to and use of Umbrella AI’s websites, forms, software, applications, and services (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms.

If you use the Services on behalf of a business, you represent that you have authority to bind that business. In that case, "you" and "Customer" refer to that business.

2. Definitions

• "Customer": the individual or business using or purchasing the Services.

• "Customer Data": data you submit to the Services, including personal data of your customers/clients.

• "Deliverables": any configured forms, websites, apps, workflows, dashboards, templates, code, designs, or other outputs we provide.

• "Order": a checkout, payment link, invoice, proposal, statement of work ("SOW"), or written agreement for Services.
   

3. Services Covered (Umbrella AI as a Whole)
Umbrella AI provides business systems and implementation services that may include, without limitation:

• Intake forms and quote request systems (including branched/conditional logic)

• Quote Builder, CRM/pipeline configuration, dashboards, and automations

• Custom websites, web apps, mobile apps, portals, and platforms

• Integrations with third-party services (email, calendars, payments, forms, etc.)

• Ongoing support, maintenance, monitoring, and retainers
   

The exact scope, timeline, and fees for any engagement are defined in the applicable Order.

4. Eligibility and Accounts
You must be at least 16 years old to use the Services.
You agree to provide accurate information and keep it current. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account.

5. Customer Responsibilities
You agree to:

• Use the Services in compliance with applicable laws and regulations.

• Ensure you have all necessary rights and consents to provide Customer Data to us.

• Provide timely inputs, approvals, and access needed to deliver the Services.

• Maintain your own backups of important business data where appropriate.
   

6. Customer Data, Privacy, and Consent

6.1 Customer Data
You may submit Customer Data to the Services. You are responsible for the legality of that data and for obtaining any required consents from your end users/clients.

6.2 Privacy Policy
Our Privacy Policy explains how we collect, use, disclose, and safeguard information. By using the Services, you acknowledge and agree to our Privacy Policy.

6.3 Communications
You agree we may contact you for administrative, support, and service-related messages. Marketing communications will be sent only where permitted and/or with consent, and you may opt out.

7. Orders, Fees, and Taxes

7.1 Orders Control Scope
Each Order defines what you are purchasing. If there is a conflict between these Terms and an Order, the Order controls for that engagement.

7.2 Fees
Fees are as shown in the Order and are payable in CAD unless otherwise stated.

7.3 Taxes
You are responsible for applicable taxes unless we are required to collect them.

7.4 Late Payments
If payment is late, we may pause work, suspend access, or withhold Deliverables until the account is brought current.

8. Delivery Timelines and Dependencies
Any delivery timelines begin once we have received:

• payment (if required), and

• all required inputs/materials/access from you.
   

Delays caused by missing inputs, late approvals, scope changes, third-party outages, or events beyond our control may extend timelines.

9. Revisions, Change Requests, and Out-of-Scope Work
Unless otherwise stated in the Order:

• A revision means a reasonable adjustment to an agreed Deliverable.

• New pages, new workflows, new integrations, major redesigns, additional templates, additional environments, or material changes to requirements are out of scope and may require a new fee and timeline.
   

10. Refunds, Cancellations, and Chargebacks

10.1 No Refunds Once Work Begins (Professional Services)
All one-time build, implementation, configuration, design, and development fees are non-refundable once work begins. Work is considered to have begun when we start any of the following: discovery, configuration, design, development, integration, setup, or providing Deliverables.

10.2 Subscriptions / Retainers
If you are on a monthly retainer or subscription, you may cancel future renewals before the next billing date. Fees already paid are not refundable unless required by law.

10.3 Chargebacks
If you initiate a chargeback without first contacting us to resolve the issue, we may suspend access to the Services while the dispute is investigated.

11. Acceptance and Sign-Off

11.1 Review Period
Unless an Order states otherwise, you must review Deliverables promptly.

11.2 Deemed Acceptance
Deliverables will be considered accepted on the earliest of:

• your written confirmation of acceptance, or

• seven (7) calendar days after delivery, if you have not reported any material issues in writing.
   

11.3 Material Issues
A "material issue" means the Deliverable does not substantially match the agreed scope in the Order. Minor changes, preferences, or new requests are handled as revisions or change requests.

12. Custom Websites, Apps, and Platforms (Professional Services)
Custom development and design work is delivered under an Order (proposal/SOW/invoice) that defines:

• scope and acceptance criteria

• timeline and milestones

• fees and payment schedule
   

13. Third-Party Services and Integrations
The Services may rely on or integrate with third-party providers (e.g., hosting, Google, AWS, payment processors, Typeform, email providers). Your use of third-party services is governed by their terms.
We are not responsible for third-party outages, changes, pricing updates, policy changes, or limitations.

14. Acceptable Use
You may not:

• Use the Services for unlawful, deceptive, or abusive purposes.

• Attempt unauthorized access to systems or data.

• Interfere with or disrupt the Services.

• Reverse engineer, copy, or resell the Services except as expressly permitted.
   

We may suspend or terminate access for violations.

15. Intellectual Property

15.1 Our IP
We retain all rights to our pre-existing materials, templates, methods, libraries, software, and know-how.

15.2 Your IP
You retain ownership of your trademarks, logos, and Customer Data.

15.3 Deliverables License
Upon full payment, you receive a license to use the Deliverables for your internal business purposes.
Unless an Order states otherwise, you may not resell, sublicense, or distribute Deliverables (including templates, code, or systems) as a standalone product.

16. Confidentiality
Each party may receive confidential information from the other. Both parties agree to protect confidential information using reasonable care and to use it only to perform under these Terms and applicable Orders.

17. Security and Availability
We use reasonable technical and organizational measures to protect data; however, no system is 100% secure.
The Services may be unavailable from time to time due to maintenance, updates, or events beyond our control.

18. Disclaimers (No Guaranteed Outcomes)
The Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, we disclaim all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
We do not guarantee outcomes (including revenue, lead volume, conversion rates, rankings, or business performance) unless expressly agreed in writing.

19. Limitation of Liability
To the maximum extent permitted by law:

• We will not be liable for indirect, incidental, special, consequential, or punitive damages.

• Our total liability for any claim relating to the Services will not exceed the total fees you paid to us for the Services giving rise to the claim in the three (3) months before the event.

Some jurisdictions do not allow certain limitations, so some of the above may not apply.

20. Indemnification
You agree to indemnify and hold us harmless from claims arising out of:

• your use of the Services

• your Customer Data

• your violation of these Terms or applicable law
   

21. Suspension and Termination
You may stop using the Services at any time.
We may suspend or terminate access if you breach these Terms, fail to pay fees when due, or if required by law.

Upon termination, your right to use the Services ends. Sections that should survive (including IP, confidentiality, disclaimers, limitation of liability) will survive.

22. Changes to These Terms
We may update these Terms from time to time. If changes are material, we will provide notice through the Services or by email. Continued use after changes means you accept the updated Terms.

23. Governing Law
These Terms are governed by the laws of Alberta and the applicable laws of Canada, without regard to conflict of law principles.

24. Contact
Umbrella AI
Email: admin@umbrellaai.ca
Phone: (587) 989-5955
Address: 1212 1 Street SE, Calgary, Alberta T2G 2H8, Canada