These terms are an agreement between [Legal entity name] ("Steward Agents", "we") and the organization that signs up for Steward Agents ("you" or "your organization"). By using the service, or by signing an order form that refers to these terms, your organization agrees to them. If an order form and these terms disagree, the order form applies.
1. Who can use Steward Agents
- Steward Agents is for organizations, mainly Canadian non-profits and charities, and their authorized staff and volunteers.
- Accounts are by invitation only. Each person signs in with their own Microsoft work account. Your organization is responsible for who it invites and for removing access when someone leaves.
- The person who accepts these terms confirms they have authority to bind the organization.
2. Pilots and subscriptions
- Pilot. A pilot is a set period, described in your order form, for a small number of staff to use Steward Agents and review it against agreed success criteria. Pilot fees, if any, are in the order form. [Confirm the standard pilot length and whether pilots are paid.]
- Subscription. After a pilot, or instead of one, your organization can subscribe, normally for a one-year term, for the number of staff and agents in your order form.
- Features can change over time. We will not remove a core feature you rely on during a paid term without notice and a fair remedy. [Legal review.]
3. Acceptable use
Your organization and its users must follow the Acceptable Use Policy, which is part of these terms. In particular, client and family personal health information and case information must not be put into Steward Agents.
4. Your content
- Your organization owns what it puts into Steward Agents (prompts, documents, data) and the drafts the agents produce for it ("your content").
- You give us permission to host, copy, process and transmit your content only as needed to provide, secure and support the service for you, including sending it to the service providers listed in our Privacy Policy.
- You are responsible for having the right to use the content you put into the service.
- If you send us suggestions or feedback, we may use them to improve the service without obligation to you.
5. Drafts only; no professional advice
- Agents draft and analyze. They do not send email, publish, submit applications or make decisions. A person on your staff must review every output before using it, and your organization is responsible for what it sends, publishes, submits or decides. See AI Use & Human Review.
- AI output can be wrong, incomplete or out of date. It is not legal, financial, tax, accounting, medical, clinical or other professional advice, and must not be used for clinical decisions or decisions about individuals' eligibility for services.
6. Availability and support
- We work to keep Steward Agents available and reliable, but the service is provided without a guarantee that it will be uninterrupted or error-free, unless your order form includes a service level.
- Steward Agents depends on services we do not control, including Microsoft 365 and our AI provider. Their outages or changes can affect the service.
- Support is provided as described on our Contact & Support page and in your order form.
7. Fees, invoices and renewals
- Fees are set out in your order form. Unless the order form says otherwise, subscription fees are invoiced annually in advance, in Canadian dollars, and are due within [number] days of the invoice date. Applicable taxes (for example GST/HST or PST) are added.
- Subscriptions renew for another term of the same length unless either side gives written notice at least [number] days before the end of the current term. We will remind you before renewal and tell you of any price change at least [number] days ahead.
- If an invoice is more than [number] days overdue, we may suspend the service after giving notice.
8. Cancellation and refunds
- Pilots: either side may end a pilot early with written notice. [Refund terms for paid pilots, for example: unused fees refunded pro rata, or no refund.]
- Subscriptions: you can cancel renewal at any time before the notice deadline above; the service continues to the end of the paid term. [Refund terms for early cancellation, for example: no refund for the remaining term, except as below.]
- If we end your subscription for our convenience, or because we stop offering the service, we will refund the prepaid fees for the unused part of the term.
- [Any statutory cancellation rights that apply.] [Legal review.]
9. Suspension and termination
- We may suspend a user or your organization's access if needed to stop a serious breach of the Acceptable Use Policy, a security threat, or non-payment, and will tell you why and how to resolve it.
- Either side may end the agreement if the other materially breaches it and does not fix the breach within 30 days of written notice.
- When the agreement ends, access stops. For [number] days afterwards you can ask us for an export of your content. We then delete it as described in the Privacy Policy.
10. Limitation of liability
- To the extent the law allows, neither side is liable for indirect, incidental, special or consequential losses, or for lost profits, revenue, data or goodwill.
- To the extent the law allows, each side's total liability under this agreement is limited to the fees your organization paid for the service in the 12 months before the claim arose. [Legal review: confirm cap and exclusions, for example for breaches of confidentiality or the Acceptable Use Policy.]
- Nothing in these terms limits liability that cannot be limited by law.
11. Confidentiality and privacy
Each side keeps the other's confidential information confidential and uses it only for this agreement. We handle personal information as described in the Privacy Policy and protect it as described in the Security Overview. [Legal review: add a data processing addendum if customers need one.]
12. General
- Governing law. These terms are governed by the laws of British Columbia and the federal laws of Canada that apply there. The courts of British Columbia have exclusive jurisdiction.
- Changes. We may update these terms. We will post changes here with a new version and date and give account holders at least 30 days' notice of material changes. Changes do not apply to a current paid term unless you agree.
- Entire agreement. These terms, the policies they link to and your order form are the whole agreement about Steward Agents.
- Assignment. Neither side may transfer this agreement without the other's consent, except to a successor of its business with notice.
13. Contact
[Legal entity name], [registered address]. Legal notices: [legal notices email]. Support: [support email].