Terms of Service

1. Agreement to these terms

These Terms of Service ("Terms") are an agreement between you and Nevesta Consulting Ltd., doing business as KenjiFlow ("KenjiFlow", "we", "us" or "our"). They apply when you visit kenjiflow.com or any related page (the "Site"), book a consultation, or receive services from us.

By using the Site or our services you agree to these Terms and to our Privacy Policy. If you use the Site or our services on behalf of a business, you confirm that you have authority to bind that business. Our services are for businesses, and you must be old enough to form a binding contract where you live. If you do not agree, please do not use the Site.

2. Our services

KenjiFlow designs, builds and supports automations and AI-assisted business processes for small businesses. The specific work, deliverables, timeline and fees for an engagement are set out in a written proposal, statement of work or order form that we both accept (an "Engagement"). If an Engagement document conflicts with these Terms, the Engagement document prevails for that Engagement. Descriptions of services on the Site are general information and not an offer to provide any particular service.

3. Using the website

You may use the Site for lawful purposes only. You agree not to:

• break any law or infringe anyone's rights;
• attempt to gain unauthorized access to the Site, our systems or other users' data, or interfere with their operation or security;
• introduce malware, scrape or harvest the Site at scale, or use it to send spam;
• submit false, misleading or unlawfully obtained information, including other people's personal information without their authority;
• copy, resell or exploit the Site or its content except as these Terms allow.

We may suspend or restrict access to the Site at any time, including for maintenance or if we believe these Terms are being broken.

4. Consultations and no professional advice

A free consultation or process audit call is an opportunity to discuss your needs. It creates no obligation on either side, and nothing we say or publish is legal, tax, accounting, financial, security or other regulated professional advice. You are responsible for deciding which tools, processes and compliance measures are appropriate for your business and for getting advice from qualified professionals where needed.

5. Engagements and client responsibilities

If you become a client, you agree to:

• provide accurate information, timely access to the systems, accounts and people we need, and prompt feedback and approvals;
• keep ownership of, and be responsible for, your own accounts, subscriptions and credentials, and grant us only the access needed for the work;
• make sure you have the right to give us any data, content and access you provide, and that your use of the automations complies with the laws that apply to your business, including privacy, marketing, consumer and employment laws;
• obtain any consents and give any notices needed for your customers' or staff's information to be processed by the automations we build for you.

Delays caused by missing access, information or approvals may affect timelines and fees. Requests outside the agreed scope are handled as change requests and may change the price and schedule.

6. Fees and payment

Fees, billing schedule and payment methods are set out in the Engagement document. Unless it says otherwise: fees are in the currency stated there and exclude taxes, which you are responsible for; invoices are due within the period shown on the invoice; we may charge interest on overdue amounts at the rate stated on the invoice or, if none, 1.5% per month, and may pause work until overdue amounts are paid; and fees for work already performed or committed are non-refundable, except as the Engagement document or applicable law provides.

Subscriptions and usage charges for third-party software, AI services and data providers are separate from our fees and are paid by you directly to the provider unless we agree otherwise in writing.

7. Third-party tools and AI

Our work relies on third-party platforms and services, such as automation platforms, customer relationship management systems, advertising platforms and AI models. They are governed by their own terms and privacy policies, and we do not control them. They may change, charge for or discontinue features, suffer outages, or change how their application programming interfaces work, which can affect automations we build. We are not responsible for third-party services or for changes or failures outside our reasonable control, but we will make reasonable efforts to help you adapt where our Engagement includes ongoing support.

AI tools can produce inaccurate, incomplete or inappropriate output. Where our deliverables use AI, you are responsible for reviewing and approving outputs before relying on them or sending them to customers, and for appropriate human oversight of decisions that affect people. Information you provide may be processed by AI providers as described in our Privacy Policy.

Names, logos and trademarks of third parties shown on the Site, including tools we work with and brands our team has worked with or been featured by, belong to their owners. They are shown to identify those tools, clients and publications and do not imply endorsement of, or affiliation with, KenjiFlow.

8. No guarantee of results

Case studies, figures and examples on the Site, including revenue, sales, deal size and time-saved figures, describe specific past situations and the experience of the people named. They are not promises or guarantees that you will achieve the same or similar results. Results depend on many factors outside our control, including your market, offer, team, effort, budget, data quality and the third-party tools you use. We do not guarantee any particular financial, sales, efficiency or productivity outcome.

9. Intellectual property

The Site. The Site and its content, design, text, graphics, code and branding are owned by us or our licensors and protected by intellectual property laws. You may view and share the Site for personal or internal business purposes, but may not copy, modify, distribute or create derivative works from it without our written permission.

Your materials. You keep ownership of your data, content, brand assets and pre-existing materials ("Client Materials"). You give us a limited, non-exclusive licence to use them only to perform the Engagement.

Deliverables. Unless the Engagement document says otherwise, once you have paid all amounts due, you receive a perpetual, non-exclusive licence to use the deliverables we create specifically for you (such as workflows, configurations, documentation and scripts) for your internal business purposes. We keep ownership of our pre-existing and general tools, templates, methods, know-how and components, and of anything we develop that is not specific to you, and we grant you a licence to use them as part of the deliverables.

Feedback and references. We may use feedback you give us to improve our services. Unless you tell us otherwise, we may list your business name and logo as a client and describe the general nature of our work in a way that does not disclose your confidential information, and we will remove it on request.

10. Confidentiality

Each party will keep the other's non-public business, technical and financial information confidential, use it only for the Engagement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the recipient, was already known or independently developed by the recipient, or is lawfully received from a third party. A party may disclose confidential information when required by law, after giving notice where permitted. These obligations continue for three years after the Engagement ends, and for as long as the information remains a trade secret.

11. Data protection

We handle personal information as described in our Privacy Policy. When we process personal information on your behalf during an Engagement, you are responsible for deciding the purposes and means of processing and for having a lawful basis and any required consents; we will process it only on your documented instructions, apply appropriate security measures, keep it confidential, and help you respond to requests and incidents as reasonably required. If your law requires a data processing agreement, we will sign one on request.

12. Disclaimer of warranties

The Site is provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement and uninterrupted or error-free operation. We perform services with reasonable skill and care, but we do not warrant that automations will be free of errors or interruptions or will meet every requirement, and we recommend testing and backups. Some jurisdictions do not allow certain disclaimers, so some of this may not apply to you.

13. Limitation of liability

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or data, even if advised of the possibility. Our total liability arising out of or relating to the Site, these Terms or an Engagement is limited to the fees you paid to us for the services giving rise to the claim in the 12 months before the event that led to the claim, or, if you have paid us nothing, to CAD $100.

Nothing in these Terms limits liability that cannot be limited by law, such as liability for fraud, gross negligence or wilful misconduct, or any rights you have as a consumer that cannot be waived.

14. Indemnity

You will defend and indemnify us, our officers, employees and contractors against claims, losses, damages and expenses (including reasonable legal fees) arising from your Client Materials, your breach of these Terms or the law, or your use of the deliverables in a way we did not authorize, including claims by your customers or staff about how their information is used.

15. Term and termination

These Terms apply for as long as you use the Site or have an Engagement. You may stop using the Site at any time. Either party may end an Engagement as provided in the Engagement document or, if it is silent, with 30 days' written notice, or immediately if the other party materially breaches these Terms and does not fix the breach within 10 days of notice. On termination you will pay for work performed and commitments made up to the termination date, and we will return or delete your Client Materials on request, subject to legal retention requirements. Sections that by their nature should continue, including those on fees, intellectual property, confidentiality, disclaimers, liability, indemnity and governing law, will survive.

16. Governing law and disputes

These Terms and any dispute arising from them or from the Site are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable there, without regard to conflict of laws rules. Before starting a formal proceeding, each party will try in good faith to resolve the dispute by written notice and discussion for at least 30 days. Subject to that, the courts of British Columbia, sitting in Vancouver, have exclusive jurisdiction, and each party submits to them. If you are a consumer with mandatory rights under the law of the place where you live, nothing here deprives you of them.

17. Electronic communications

By contacting us or booking a consultation you agree we may communicate with you electronically about your enquiry, including by email and, where you have provided a number and consented, by text message. Marketing messages are sent only as described in our Privacy Policy, and you can unsubscribe at any time. Notices to us should be sent to the contact address below.

18. General

• Changes. We may update these Terms. The updated version applies from the "last updated" date, and continued use of the Site or services after that means you accept it. Changes to an existing Engagement need both parties' written agreement.
• Entire agreement. These Terms, the Privacy Policy and any Engagement document are the entire agreement on their subject and replace earlier discussions.
• Severability and waiver. If a provision is unenforceable, the rest stays in effect, and a failure to enforce a right is not a waiver of it.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, sale of assets or similar transaction.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of internet, hosting or third-party platforms.
• Independent parties. We are independent contractors; nothing here creates a partnership, employment or agency relationship.
• Language. These Terms are written in English, and the parties have required that they be so.

19. Contact us

Nevesta Consulting Ltd., doing business as KenjiFlow
Email: privacy@kenjiflow.com
Mailing address: 319 W Hastings St, Vancouver, BC V6B 1H6, Canada