Terms of Service

Last updated: February 8, 2026

These Terms of Service (the "Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Zeitwerk ("Company," "we," "us," or "our"), governing your access to and use of the website located at zeitwerk.ca (the "Site") and the professional services described herein (the "Services"). By accessing the Site or engaging our Services, you represent and warrant that you have the legal authority to enter into these Terms.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST DISCONTINUE USE OF THE SITE AND SERVICES IMMEDIATELY.

1. Scope of Services

Zeitwerk provides business process automation consulting, design, and implementation services, including but not limited to workflow automation, systems integration, data engineering and reporting, and security and compliance advisory (collectively, the "Services"). The specific scope, deliverables, milestones, timelines, and fees applicable to any engagement shall be set forth in a mutually executed Statement of Work ("SOW") or professional services agreement, which shall be incorporated into and governed by these Terms. In the event of a conflict between these Terms and a SOW, the SOW shall prevail with respect to the subject matter of that engagement.

2. Acceptable Use

You agree to use the Site and Services only for lawful purposes and in compliance with all applicable federal, provincial, and municipal laws and regulations. Without limiting the foregoing, you shall not:

  • Use the Site in any manner that could damage, disable, overburden, or impair the operation of the Site or interfere with any other party's use thereof;
  • Attempt to gain unauthorized access to any systems, networks, servers, or accounts connected to the Site;
  • Introduce any viruses, trojans, worms, logic bombs, or other material that is malicious or technologically harmful;
  • Use any automated means (including bots, scrapers, or spiders) to access or index the Site without our prior written consent;
  • Reproduce, distribute, modify, create derivative works from, or publicly display any content from the Site without our express written authorization; or
  • Collect or harvest any personally identifiable information from the Site without appropriate consent.

3. Intellectual Property Rights

3.1 Site Content

All content on the Site — including, without limitation, text, graphics, logos, trademarks, service marks, icons, images, audio, video, software, and compilations thereof — is the exclusive property of Zeitwerk or its licensors and is protected by the Copyright Act (R.S.C., 1985, c. C-42), the Trade-marks Act (R.S.C., 1985, c. T-13), and applicable international intellectual property treaties. Unauthorized use of any such content is strictly prohibited.

3.2 Work Product

Unless expressly stipulated otherwise in a signed SOW, all custom software, automation workflows, scripts, code, documentation, and other deliverables (collectively, "Work Product") developed by Zeitwerk in the course of a client engagement shall remain the exclusive intellectual property of Zeitwerk until full and final payment of all applicable fees has been received. Upon receipt of full payment, ownership of the Work Product shall transfer to the Client as specified in the applicable SOW, subject to any pre-existing intellectual property or third-party licenses incorporated therein.

3.3 Retained Rights

Notwithstanding any transfer of ownership, Zeitwerk retains an irrevocable, non-exclusive, royalty-free license to use any general methodologies, frameworks, tools, know-how, and techniques developed or refined during an engagement, provided such use does not disclose Client confidential information.

4. Confidentiality

Each party (the "Receiving Party") agrees to hold in strict confidence all proprietary, technical, financial, operational, and business information disclosed by the other party (the "Disclosing Party") in connection with an engagement ("Confidential Information"). The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its employees, agents, or subcontractors who have a legitimate need to know and who are bound by obligations of confidentiality no less restrictive than those contained herein.

The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt notice to the Disclosing Party. The obligations under this Section shall survive termination of these Terms for a period of three (3) years.

5. Fees and Payment

Fees for Services shall be as set forth in the applicable SOW. Unless otherwise agreed in writing, all invoices are due and payable within thirty (30) days of the invoice date. Overdue amounts shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. The Client shall be responsible for all applicable taxes, excluding taxes on Zeitwerk's net income.

6. Representations and Warranties

6.1 Mutual Representations

Each party represents and warrants that: (a) it has full power and authority to enter into and perform its obligations under these Terms; and (b) the execution of these Terms does not conflict with any other agreement to which it is a party.

6.2 Zeitwerk Warranty

Zeitwerk warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Client's sole remedy for breach of this warranty shall be re-performance of the non-conforming Services, provided that written notice of the alleged non-conformance is delivered within thirty (30) days of the applicable delivery date.

6.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." ZEITWERK DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ZEITWERK DOES NOT WARRANT THAT THE SITE WILL OPERATE WITHOUT INTERRUPTION OR ERROR.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZEITWERK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ZEITWERK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ZEITWERK'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR ANY SOW SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO ZEITWERK DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. Indemnification

Client agrees to indemnify, defend, and hold harmless Zeitwerk and its officers, directors, employees, agents, and successors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Client's breach of these Terms; (b) Client's use of the Site or Services in violation of applicable law; or (c) any third-party claim arising from Client's business operations or use of the Work Product.

9. Term and Termination

These Terms are effective upon your first access to the Site or engagement of our Services and remain in effect until terminated. Either party may terminate these Terms upon thirty (30) days' prior written notice. We may also suspend or terminate your access to the Site immediately and without notice if you breach any provision of these Terms. Upon termination, all provisions that by their nature should survive — including, without limitation, Sections 3, 4, 6.3, 7, 8, 10, and 11 — shall survive and remain in full force and effect.

10. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in the City of Toronto, for any dispute arising out of or in connection with these Terms.

Prior to initiating any formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation for a period of not less than thirty (30) days following written notice of the dispute.

11. General Provisions

  • Entire Agreement. These Terms, together with any applicable SOW and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings, negotiations, and communications, whether written or oral.
  • Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
  • Waiver. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right, nor shall any single or partial exercise preclude further exercise of that or any other right.
  • Assignment. You may not assign or transfer these Terms, or any rights or obligations hereunder, without our prior written consent. We may assign these Terms freely in connection with a merger, acquisition, or sale of assets.
  • Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, labour disputes, government actions, or failures of telecommunications or power supply.
  • Amendment. We reserve the right to modify these Terms at any time. Material changes will be reflected by an updated "Last updated" date. Your continued use of the Site or Services following the posting of changes constitutes acceptance of the revised Terms.

Contact Information

For questions or notices relating to these Terms, please contact us at:

Zeitwerk
Email: hello@zeitwerk.ca
Web: zeitwerk.ca