General Terms and Conditions

"Services" means all work Kolabrya performs or provides, including custom software development, configuration, integration, implementation, hosting, the CoClerk platform, AI features, support, training and consulting.

"Kolabrya Platform" means Kolabrya's software, platforms (including CoClerk), infrastructure, AI models, prompts, pipelines, templates, libraries, tools and documentation, in every version.

"Deliverables" means the software, code, configurations, integrations, workflow automations, reports and other work product Kolabrya creates or provides under an SOW, including anything customized or built specifically for the Client.

"Kolabrya IP" means the Kolabrya Platform, the Deliverables, and all know-how, methods, designs, architectures and improvements used or developed in providing the Services, together with all intellectual property rights in them.

"Client Data" means the documents, records, files, precedents and information the Client or its users upload or submit to the Services.

"Client Workflows" means the Client's own business processes, procedures, checklists, precedents and practice rules as described or supplied by the Client. Client Workflows do not include the software, code, logic or automations Kolabrya builds to carry them out, which are Deliverables.

"Output" means content the Services generate from Client Data, such as summaries, chronologies, drafts and reports.

"Fees" means all amounts payable under an SOW or these Terms.

"Confidential Information" means non-public information a party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential.

Scope. Kolabrya will perform only the Services described in the SOW. Anything not expressly listed is out of scope. Estimates, timelines and milestone dates are good-faith estimates, not guarantees, unless the SOW expressly states a date is binding.

Change orders. Any change to scope, requirements, timelines or assumptions requires a written change order signed by both parties. Kolabrya may charge for additional work at its then-current rates. Emails, meeting notes, messages or verbal requests do not change the scope.

Client responsibilities. The Client will provide timely access, information, decisions, test data and personnel, and will review and respond to Kolabrya's requests within 5 business days. Kolabrya is not responsible for delays or defects caused by the Client, its staff, its other vendors, or inaccurate or incomplete information. Such delays extend all dates and may result in additional Fees.

Acceptance. The Client has 10 business days after delivery to test a Deliverable and give written notice of any material non-conformity with the SOW's written specifications, described in reasonable detail. Kolabrya will correct confirmed non-conformities and redeliver. A Deliverable is deemed accepted when the Client gives no such notice within that period, or when the Client uses it in live operations, whichever is earlier. Acceptance cannot be withheld for matters outside the written specifications.

Personnel and subcontractors. Kolabrya decides how, when and by whom the Services are performed and may use employees, contractors and subcontractors. Kolabrya remains responsible for their performance.

Third-party services. The Services rely on third-party providers such as cloud hosting, AI model, communications, fax, mail and e-signature services. Kolabrya is not responsible for their availability, changes or failures, and may change providers on reasonable notice where the change does not materially reduce the Services' functionality.

Updates. Kolabrya may update, improve or modify the Kolabrya Platform at any time, provided it does not materially reduce the core functionality the Client has paid for during a paid term.

Invoicing. Fees are set out in the SOW, in Canadian dollars, and exclude HST and other applicable taxes, which the Client will pay. Unless the SOW says otherwise, development work requires a deposit of 50% before work starts, and subscription or hosting Fees are invoiced in advance.

Payment terms. Invoices are due within 15 days of the invoice date. Fees are non-cancellable and non-refundable except as expressly stated in these Terms.

Late payment. Overdue amounts bear interest at 1.5% per month (18% per year), calculated daily and payable monthly, or the maximum rate permitted by law if lower. The Client will reimburse Kolabrya's reasonable collection costs, including legal fees on a full-indemnity basis.

Disputed invoices. The Client must dispute an invoice in writing, with details, within 10 days of its date, and must pay the undisputed portion on time. Invoices not disputed within that period are final. The Client may not withhold, set off or deduct any amount.

Suspension. If any amount is more than 15 days overdue, Kolabrya may, after 5 days' written notice, suspend all or part of the Services, including platform access, until paid in full. Suspension does not relieve the Client of any payment obligation or delay the SOW's term.

Rate changes. Kolabrya may change its rates for renewals or new SOWs on 30 days' written notice.

Expenses. The Client will reimburse pre-approved, reasonable out-of-pocket expenses and pass-through costs (such as postage, fax, courier, records fees and third-party usage charges) at cost plus any handling fee stated in the SOW.

Kolabrya owns the IP. Kolabrya owns all right, title and interest in the Kolabrya IP, including all Deliverables and all customizations, configurations and automations built specifically for the Client. Nothing in any Agreement is a sale, work-for-hire or assignment of Kolabrya IP. Paying Fees does not transfer ownership.

Licence to the Client. Subject to full payment and compliance with the Agreement, Kolabrya grants the Client a non-exclusive, non-transferable, non-sublicensable licence to use the Services and Deliverables during the SOW term, solely for the Client's internal business operations and its own professional practice. Deliverables delivered only in object or hosted form stay that way; source code is not provided unless the SOW expressly states otherwise.

Client owns its data and workflows. The Client owns its Client Data, its Client Workflows and the Output generated from its Client Data. Kolabrya claims no ownership of them.

Licence to Kolabrya. The Client grants Kolabrya a non-exclusive licence to host, copy, process, transmit and use Client Data and Client Workflows to provide, secure, support and improve the Services for the Client, and as required by law.

Firm-specific models. Where the Services include AI models, prompts or configurations tuned on the Client's precedents, the tuning and resulting configurations are Kolabrya IP. Kolabrya will use them only to serve the Client and will not use Client Data to train models used for other clients without the Client's written consent.

Aggregated data. Kolabrya may collect and use de-identified, aggregated usage and performance data that does not identify the Client, its clients or any individual, to operate and improve its products. Such data is Kolabrya's property.

General skills and reuse. Kolabrya may reuse, for any client, the general knowledge, skills, techniques, code patterns and components developed in performing the Services, provided it does not disclose the Client's Confidential Information or Client Data.

Restrictions. The Client will not, and will not permit anyone to: copy, modify, reverse engineer, decompile or create derivative works of Kolabrya IP; resell, sublicense, rent or provide the Services to third parties or other firms; use the Services to build a competing product; remove proprietary notices; or circumvent usage limits or security controls. Any work the Client or its contractors do on Deliverables becomes Kolabrya IP, and the Client hereby assigns it to Kolabrya.

Feedback. Kolabrya may freely use any suggestions or feedback from the Client without obligation.

Moral rights. The Client will obtain from its personnel a waiver of moral rights in any contribution to the Deliverables, to the extent permitted by the Copyright Act (Canada).

Not legal, medical or professional advice. Kolabrya is a technology provider. It is not a law firm, does not practise law, medicine or any regulated profession, and provides no legal, medical, financial or other professional advice. No solicitor-client, fiduciary or professional relationship is created.

Output may be wrong. The Services use artificial intelligence and automation, which can produce inaccurate, incomplete, outdated or inconsistent Output. The Client acknowledges this is inherent to the technology.

Client review required. The Client is solely responsible for reviewing, verifying and approving all Output, and for every decision, filing, report, communication, deadline and piece of advice it makes or gives, whether or not it used the Services. The Client will ensure that Output is reviewed by a qualified professional before it is relied on or sent to anyone.

Professional obligations. The Client remains solely responsible for complying with its own professional, regulatory and ethical obligations, including those of the Law Society of Ontario and any other regulator, duties of competence, supervision and confidentiality, conflict checks, and limitation periods and other deadlines.

No responsibility for outcomes. Kolabrya is not responsible for the outcome of any matter, claim, file, assessment, hearing or proceeding, or for any missed deadline or limitation period, whether or not the Services were used to track or manage it.

Lawful inputs. The Client confirms it has all rights, consents and authority needed to submit Client Data to the Services and to have it processed as described in these Terms.

Confidentiality. Each party will use the other's Confidential Information only to perform or receive the Services, will protect it with at least reasonable care, and will disclose it only to personnel and subcontractors who need to know it and are bound by similar obligations. These obligations last for 3 years after the Agreement ends, and indefinitely for trade secrets and Client Data.

Exceptions. Confidential Information excludes information that is or becomes public through no fault of the recipient, was already lawfully known to it, is independently developed, or is lawfully received from a third party. A party may disclose Confidential Information where required by law or court order, after giving the other party prompt notice where legally permitted.

Kolabrya's Confidential Information. Kolabrya's pricing, SOWs, software, architecture, documentation and these commercial terms are its Confidential Information.

Privilege. Kolabrya acts as the Client's service provider in handling privileged material, and the parties intend that providing Client Data to Kolabrya does not waive solicitor-client or litigation privilege. Kolabrya will notify the Client promptly of any third-party demand for Client Data, where legally permitted.

Personal information. The Client is solely responsible for the personal information in Client Data, including obtaining all consents and meeting any legal, regulatory or professional requirements that apply to its collection, use and disclosure. Kolabrya processes Client Data only on the Client's behalf and on its instructions. The Client remains responsible for its own compliance obligations in how it uses the Services.

Security. Kolabrya will take reasonable measures to protect Client Data against unauthorized access, loss and disclosure, and hosts the Services with reputable cloud infrastructure providers. The Client is responsible for its own users, credentials, devices and network, and for access granted through its accounts.

Security incidents. Kolabrya will notify the Client without undue delay after confirming unauthorized access to Client Data in its systems, and will take reasonable steps to contain it. Notice of an incident is not an admission of fault or liability.

No guarantee. No system is completely secure. Except as stated in this section, Kolabrya does not guarantee that the Services will be free of unauthorized access or data loss. The Client is responsible for keeping its own copies of original documents and records.

Limited warranty. Kolabrya warrants that it will perform the Services in a professional and workmanlike manner. For 30 days after acceptance, Kolabrya warrants that each Deliverable will materially conform to the SOW's written specifications.

Exclusive remedy. The Client must report a warranty breach in writing within that 30-day period. Kolabrya's entire liability, and the Client's exclusive remedy, is for Kolabrya to re-perform or correct the non-conforming work or, if it cannot do so within a reasonable time, to refund the Fees paid for that specific non-conforming Deliverable.

Warranty exclusions. The warranty does not apply to problems caused by Client Data, Client instructions, misuse, modifications not made by Kolabrya, third-party services or software, the Client's systems, or use contrary to documentation.

Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES, DELIVERABLES AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE". KOLABRYA DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING, INCLUDING MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND UNINTERRUPTED OR ERROR-FREE OPERATION, INCLUDING ANY ARISING UNDER THE SALE OF GOODS ACT (ONTARIO) OR SIMILAR LEGISLATION.

No reliance. The Client confirms it has not relied on any statement, demonstration, proposal, marketing material, sales conversation or representation not expressly set out in the Agreement. Demonstrations and sample Output are illustrative only.

Liability cap. KOLABRYA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ALL AGREEMENTS AND SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTE, EQUITY OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY THE CLIENT UNDER THE SOW GIVING RISE TO THE CLAIM IN THE 6 MONTHS BEFORE THE EVENT FIRST GIVING RISE TO LIABILITY. Multiple claims do not enlarge this cap.

Excluded damages. KOLABRYA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, AGGRAVATED OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, FEES, CLIENTS, BUSINESS, GOODWILL, REPUTATION OR DATA, COST OF SUBSTITUTE SERVICES, LOSS OF A CASE OR CLAIM, MISSED DEADLINE OR LIMITATION PERIOD, OR ANY LIABILITY OF THE CLIENT TO ITS OWN CLIENTS OR THIRD PARTIES, EVEN IF ADVISED OF THEIR POSSIBILITY.

Application. These limits apply even if a remedy fails of its essential purpose, and to the fullest extent permitted by law. They also protect Kolabrya's directors, officers, employees and contractors, who may rely on this section. The Client will not bring any claim personally against them.

Client indemnity. The Client will defend, indemnify and hold harmless Kolabrya and its directors, officers, employees and contractors from all claims, losses, damages, fines, costs and legal fees (on a full-indemnity basis) arising from: (a) Client Data or the Client's instructions; (b) the Client's use of the Services or Output, including any advice, filing, report or service the Client provides to its own clients or others; (c) claims by the Client's clients, patients, examinees or other third parties; (d) the Client's breach of the Agreement, law or professional obligations; and (e) any lack of rights or consents to submit Client Data.

Kolabrya IP indemnity. Kolabrya will defend the Client against a third-party claim that the Kolabrya Platform, as provided by Kolabrya, infringes a Canadian copyright or patent, and pay any final award, if the Client promptly notifies Kolabrya, gives it sole control of the defence and settlement, and cooperates. Kolabrya may modify the Services, obtain a licence, or terminate the affected Services and refund prepaid unused Fees. This indemnity does not cover claims arising from Client Data, Client Workflows, Client modifications, combinations with non-Kolabrya items or third-party services. It is subject to the cap in section 8.1 and is the Client's exclusive remedy for infringement.

Time limit for claims. Under section 22 of the Limitations Act, 2002 (Ontario), the parties agree that any claim against Kolabrya must be commenced within 1 year after the Client first knew or ought to have known of it, after which it is permanently barred.

Term. Each Agreement runs for the term stated in the SOW. Unless the SOW says otherwise, subscription and hosting terms renew automatically for successive 12-month periods unless either party gives written notice of non-renewal at least 60 days before the end of the current term.

Termination for breach. Either party may terminate an SOW if the other materially breaches it and fails to cure the breach within 30 days after written notice describing it in reasonable detail (10 days for non-payment).

Termination by Kolabrya. Kolabrya may also terminate any SOW immediately on written notice if the Client becomes insolvent or bankrupt, breaches section 4.8 (Restrictions), or uses the Services unlawfully, or on 60 days' notice for any reason, in which case Kolabrya will refund prepaid Fees for Services not yet performed.

Client termination for convenience. The Client may terminate a development SOW on 30 days' written notice. The Client must then pay for all work performed and expenses incurred to the termination date, any non-cancellable third-party commitments, and a termination fee equal to 25% of the remaining unbilled Fees under that SOW. Subscription Fees for the current term remain payable in full.

Effect of termination. On termination or expiry: all licences end and the Client must stop using the Services and Deliverables; all unpaid Fees become immediately due; and each party will return or destroy the other's Confidential Information, subject to routine backups and legal retention requirements.

Data export. For 30 days after termination, and if all Fees are paid, Kolabrya will make the Client's Client Data and Output available for export in a standard format Kolabrya selects. Custom migration or transition help is billable at Kolabrya's then-current rates. After that period Kolabrya may delete Client Data, and it will securely delete any firm-specific model configurations.

Survival. Sections 1, 3, 4, 5, 6, 7.4, 7.5, 8, 9.5 to 9.7, 10 and 11, and any other provisions that by their nature should survive, survive termination or expiry.

Governing law. The Agreement is governed by the laws of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Negotiation first. Before starting any proceeding, a party must give written notice of the dispute with reasonable details. Senior representatives of both parties will meet in good faith within 30 days to try to resolve it. Neither party may start arbitration until that period ends.

Binding arbitration. Any dispute not resolved by negotiation, including any question about the Agreement's existence, validity, scope or termination, will be finally resolved by confidential arbitration under the Arbitration Rules of the ADR Institute of Canada. The arbitration will be heard by a single arbitrator, seated in Toronto, Ontario, and conducted in English under the Arbitration Act, 1991 (Ontario). The award is final and binding, and there is no appeal on questions of law, fact or mixed fact and law.

Confidentiality of disputes. The existence, content and outcome of any dispute and arbitration are confidential, except as needed to enforce an award or as required by law.

Costs. Each party bears its own costs until the award. The arbitrator will award the successful party its reasonable legal fees and costs, having regard to any written settlement offers.

Individual claims only. Claims may be brought only on an individual basis. The Client waives any right to participate in a class action, representative proceeding or consolidated claim against Kolabrya.

Exceptions. Kolabrya may bring a claim for unpaid Fees in any court of competent jurisdiction. Either party may seek urgent injunctive relief from the Ontario Superior Court of Justice to protect its intellectual property or Confidential Information. For those matters, both parties attorn to the exclusive jurisdiction of the courts of Ontario sitting in Toronto.

Entire agreement. Each Agreement (the SOW plus these Terms) is the entire agreement for its subject matter and replaces all prior proposals, discussions and understandings. It may be amended only in a written document signed by an officer of Kolabrya.

No construction against drafter. The Client confirms it is a sophisticated party, has had the opportunity to obtain independent legal advice, and has reviewed and negotiated these Terms. No provision will be interpreted against Kolabrya because Kolabrya drafted it.

Non-solicitation. During each Agreement and for 12 months after, the Client will not hire or engage any Kolabrya employee or contractor who worked on the Services, without Kolabrya's written consent. If it does, it will pay Kolabrya a fee equal to 50% of that person's first-year compensation.

Publicity. Kolabrya may identify the Client by name and logo as a customer, unless the Client opts out in writing. Kolabrya will not disclose Client Data or matter details.

Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, employment or fiduciary relationship.

Assignment. The Client may not assign or transfer an Agreement without Kolabrya's written consent. Kolabrya may assign it to an affiliate or in connection with a merger, reorganization or sale of its business or assets.

Force majeure. Neither party is liable for delay or failure (other than payment obligations) caused by events beyond its reasonable control, including outages of hosting, AI or telecommunications providers, cyberattacks, pandemics, labour disputes, government action and natural disasters.

Notices. Notices must be in writing and sent by email to the addresses in the SOW, or by courier to the party's registered office. Email notices are effective on the next business day after sending. Notices of breach, termination or dispute must also be sent by courier.

Waiver and severability. A failure to enforce a provision is not a waiver. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest remains in effect.

Electronic signatures. SOWs, these Terms, change orders and any amendments may be signed, acknowledged or accepted electronically and in counterparts, in accordance with the Electronic Commerce Act, 2000 (Ontario). Electronic acknowledgement or acceptance, including an e-signature, clicking to accept, or a written confirmation by email, binds the Client as if signed by hand.

Language. The parties have required that these Terms and all related documents be drawn up in English. Les parties ont exigé que les présentes et tous les documents connexes soient rédigés en anglais.

Updates to these Terms. Kolabrya may change these Terms at any time without prior notice by posting an updated version on its website. The Client is responsible for reviewing these Terms and the Privacy Policy regularly. Each time a Client or its user logs in to Kolabrya, CoClerk or any Kolabrya work product, that person must manually accept the then-current Terms and Privacy Policy before continuing. The acceptance screen will include links to both documents. Continued access or use after acceptance constitutes agreement to the updated documents.