Terms of Service

Last updated: September 13, 2026

1. About these terms

These terms are an agreement between you and WellRun ("we", "us", or "our"). They cover two things:

• Your use of our website.
• Any work you hire us to do, such as building, fixing, moving, or supporting software.

If you accept these terms for a business, you confirm that you have the authority to bind that business. In that case, "you" means the business.

By using our website, or by signing a proposal that refers to these terms, you agree to them. If you do not agree, please do not use the website or hire us.

2. Using our website

You may use our website to learn about our services and contact us. When you use it, you agree not to:

• Break the law or help anyone else break the law.
• Try to get into parts of the site or our systems that are not public.
• Send viruses, spam, or anything meant to harm the site or its visitors.
• Copy large parts of the site or use automated tools to collect its content.

The text, design, images, and logos on this website belong to us or the people who licensed them to us. You may not reuse them without our written permission.

Information on the website is general. It is not an offer or a quote. Prices, timelines, and features only apply once they are written in a signed proposal.

3. How projects work

Proposals

Before we start any paid work, we send you a written proposal. It may also be called a quote, estimate, or statement of work. It describes the work, what we will deliver, the price, the payment schedule, and the expected timeline. A proposal becomes binding when both of us accept it in writing. Email counts.

These terms apply to every proposal. If a proposal says something different from these terms, the proposal wins for that project.

Estimates and timelines

Timelines in a proposal are our best estimate based on what we know at the start. We will tell you as soon as we see a delay coming. Delays caused by late feedback, late payments, missing access, or changes to the scope may move the timeline and are not a breach of these terms.

Changes to the work

It is normal for plans to change once you see the software working. If you want something that is not in the proposal, we will tell you in writing how it affects the price and timeline before we do it. We will only do extra paid work after you approve it.

Testing and approval

When we finish a part of the project, we will ask you to test it. You have 10 business days to tell us, in writing, about anything that does not work as the proposal describes. We will fix those issues and ask you to test again. If you do not report any issues within that time, or if you start using the software for real business work, that part of the project counts as approved.

4. Your responsibilities

Custom software works best when we work together. You agree to:

• Give us clear, accurate information about how your business works.
• Name one person who can answer questions and make decisions for you.
• Reply to questions and review work within a reasonable time.
• Give us the access we need to your systems, accounts, and data.
• Keep your own backups of your data before we start any data move, cleanup, or rebuild.
• Make sure you have the legal right to share any data, content, or logos you give us.
• Use the software we build in a way that follows the law.

5. Fees and payment

Fees and the payment schedule are set out in each proposal. Unless the proposal says otherwise:

• We may ask for a deposit before work starts. Deposits pay for time we set aside for your project and are not refundable once work has started.
• Invoices are due within 14 days.
• Prices do not include sales tax or similar taxes. We will add these where the law requires.
• Hosting, software subscriptions, text message charges, AI usage, and other third party costs are separate from our fees. They are either paid by you directly or billed to you at cost.

If an invoice is more than 14 days late, we will remind you. If it is more than 30 days late, we may pause work until it is paid, and we may charge interest of 1.5% per month on the unpaid amount, or the highest rate the law allows if that is lower. Pausing work for late payment will move the timeline.

If you question an invoice, tell us within 14 days of receiving it and pay the parts you do not question. We will work with you in good faith to sort it out.

6. Who owns what

What you own

Once you have paid all fees for a project, you own the custom code, designs, and documents we create only for you in that project. We will give you a copy of the code and the details you need to run it. You also always own your business data and anything you give us.

What we keep

We use our own tools, code libraries, templates, and methods that we built before your project or that we use across many projects. We keep ownership of these. When they are part of your software, we give you a permanent license to use, copy, and change them as part of that software, at no extra cost. You may not sell them on their own.

We also keep the general skills and knowledge we gain while working on your project. We will not use your confidential information when we use that knowledge.

Open source and third party software

Most software is built using open source code and third party services. These parts are covered by their own licenses, not by these terms. We will pick parts with licenses that allow business use and will tell you about any that have special conditions.

Showing our work

We may list your business name as a client and describe the work in general terms, unless you tell us not to. We will never share screenshots, data, or details that could expose confidential information without your written permission.

7. Hosting and third party services

Your software may run on hosting providers or connect to other services, such as payment processors, email and text message providers, mapping tools, accounting software, or AI providers. We are not responsible for outages, price changes, rule changes, or data problems caused by those companies. If a third party service changes in a way that breaks your software, we will help you fix it. That work is billed at our normal rates unless it is covered by a support agreement.

Where possible, accounts for hosting and third party services should be in your business name, so you stay in control of them even if you stop working with us.

8. Data work, messaging, and AI features

Data cleanup and moves

We take care when cleaning or moving data, and we check the results. The quality of the result depends on the quality of the data we start with. We cannot promise that every record from an old system will move over perfectly, especially when the old data is wrong, missing, or damaged. You agree to review the moved data and tell us about problems during testing. You must keep your own backup of the original data until you have approved the result.

Texts, emails, and calls

If your software sends texts, emails, or automated calls to your customers, you are responsible for following the laws that apply. These may include getting consent, honoring opt out requests, and including required business details. Examples of these laws are CASL in Canada, and the TCPA and CAN SPAM Act in the United States. We can build tools that help, such as opt out handling, but we do not give legal advice.

AI features

AI tools can make mistakes. They can give answers that sound right but are wrong. If your software includes AI features, you agree to review important AI output before relying on it, and not to use AI output as the only basis for decisions about someone's health, money, housing, job, or legal rights. We are not responsible for decisions you make based on AI output.

9. Confidentiality

While working together, each of us may share information that is not public, such as business plans, pricing, customer lists, code, and data. The person receiving that information agrees to:

• Use it only for the project.
• Share it only with people who need it for the project and who must keep it confidential.
• Protect it with at least reasonable care.

This does not apply to information that is already public, that the receiver already knew, that the receiver got legally from someone else, or that the receiver built on their own. Either of us may share confidential information if the law or a court requires it, but we will tell the other first if the law allows. These duties continue for five years after our work together ends, and for as long as the information stays a trade secret.

How we handle personal information is explained in our Privacy Policy.

10. Warranty and support

Our promise

We will do the work with care and skill that meets normal standards in our industry. For 30 days after a project or part of a project is approved, we will fix, at no charge, any bug that causes the software to not work as the proposal describes. The proposal may set a longer warranty period.

This promise does not cover problems caused by:

• Changes made by you or someone other than us.
• Using the software in a way it was not built for.
• Third party services, hosting, devices, or browsers that are out of date or not supported.
• Data that was wrong when it was given to us.

Ongoing support

After the warranty period, fixes, updates, and new features are covered by a separate support agreement or billed at our normal rates.

Disclaimer

Except for the promise above, our website and services are provided "as is". To the fullest extent the law allows, we do not make any other promises, including promises that the software will be free of all errors, will run without interruption, or will suit a purpose that is not written in the proposal. Some places do not allow some of these limits, so they may not apply to you.

11. Limits on liability

To the fullest extent the law allows:

• Neither of us is responsible to the other for indirect losses. This includes lost profits, lost revenue, lost business, lost data, or harm to reputation, even if we were told they might happen.
• Each party's total liability for all claims connected to a project is limited to the fees you paid us for that project in the 12 months before the claim.

These limits do not apply to your duty to pay fees, to a breach of confidentiality, to either party's duties under Section 12, or to fraud or intentional wrongdoing.

12. Protecting each other from claims

You agree to defend and cover us for claims made by other people that come from your data or content, from your breach of these terms, or from the way you use the software, including how you contact your customers.

We agree to defend and cover you for claims made by other people that the custom code we wrote for you copies their work without permission. This does not apply to claims caused by your changes, your content, or third party or open source parts.

The party asking for protection must tell the other party about the claim quickly, let them control the defense, and help with it at their cost.

13. Ending the work

Either of us may end a project by giving the other 30 days of written notice, unless the proposal says otherwise. Either of us may end a project right away if the other seriously breaks these terms and does not fix the problem within 15 days of written notice.

If a project ends early:

• You pay for all work done and costs spent up to the end date.
• Once that payment is made, you own the custom work completed up to that point, as described in Section 6.
• We will give you your data and a copy of the code, and help with a handover at our normal rates if you want it.
• Sections 6, 9, 11, 12, and 15 still apply after the project ends.

14. Things outside our control

Neither of us is responsible for delays or failures caused by events we could not reasonably control. Examples include natural disasters, power or internet outages, major cloud provider failures, war, government actions, and serious illness. This does not excuse paying for work already done.

15. Disputes and governing law

If we disagree about something, we both agree to first try to sort it out by talking in good faith for at least 30 days. If that does not work, either of us may take the matter to the courts.

These terms are governed by the laws of [Province or State] and the laws of [Country] that apply there. The courts located in [City, Province or State] have the right to hear any dispute about these terms or our work.

16. General terms

• Whole agreement. These terms, together with any signed proposal, are the full agreement between us for that work. They replace earlier discussions.
• Changes to these terms. We may update these terms. The version in effect when you sign a proposal applies to that project. Changes apply to new projects only, unless you agree otherwise.
• Independent business. We work as an independent company, not as your employee, partner, or agent.
• Contractors. We may use trusted contractors on your project. We remain responsible for their work.
• Transfers. Neither of us may transfer this agreement without the other's written consent, except as part of selling or merging the business.
• If one part is invalid. If a court finds part of these terms cannot be enforced, the rest still applies.
• No waiver. If one of us does not enforce a right right away, that does not mean the right is given up.
• Notices. Legal notices must be in writing and sent by email to the main contact of the other party. For us, that address is support@wellrunsoftware.ca.

17. Contact us

If you have a question about these terms, contact us:

WellRun
[Business Address]
support@wellrunsoftware.ca