Terms of Service

These Terms form a binding agreement between AJAX Software and the customer. They apply to public website use, account creation, tenant access, subscriptions, trials, integrations, support, and enabled AJAX OES applications.

A signed agreement, order form, statement of work, quotation, data-processing addendum, or other written document accepted by both parties may contain additional or different terms. Where there is a direct conflict, the following order applies unless the signed document states otherwise:

1. A signed master agreement or negotiated contract.
2. An accepted order form, statement of work, or quotation.
3. A data-processing or security addendum for its subject matter.
4. These Terms.
5. Public marketing, estimator, help, or documentation content.

Public pages describe intended capabilities and may include planned functions. The customer’s accepted order and the features actually enabled in its tenant define the purchased service.

The customer must be legally capable of entering a business contract. Each person creating an account, initiating checkout, accepting an order, or administering a tenant represents that they are authorized to act for the customer.

The customer must provide accurate company, contact, billing, tax, and account information and keep it current. AJAX Software may request reasonable evidence of authority or identity before activating, changing, restoring, or transferring administrative access.

AJAX OES is intended to provide browser-based, tenant-isolated operational workflows. Enabled applications may include warehouse management, quality, transportation, EDI, messaging, training, gamification, grower management, profitability, Business Central integration, device controls, reporting, and related services.

Business Central or another ERP may remain the financial system of record. AJAX OES may provide operational detail, device workflows, proof, queues, recommendations, and posting-ready summaries. The customer is responsible for deciding which system controls each business process and for reviewing financial or inventory postings.

Features, limits, supported environments, implementation requirements, service levels, and included support are determined by the accepted order and current product documentation.

The customer controls its tenant, authorized users, memberships, roles, locations, applications, devices, permissions, and connected environments, except for AJAX Software platform-administration functions.

The customer must:

• Create accounts only for authorized individuals.
• Use unique accounts where individual accountability is required.
• Protect usernames, passwords, reset links, tokens, and devices.
• Promptly disable users who leave or no longer require access.
• Review tenant administrators and high-authority permissions.
• Notify AJAX Software of suspected unauthorized access.

Users may not share credentials unless a documented, customer-approved shared-account workflow is expressly supported. Device sharing does not remove the customer’s responsibility to maintain individual accountability for operational actions.

The customer is responsible for:

• The legality, accuracy, quality, and completeness of customer data.
• Business rules, approvals, posting decisions, inventory controls, and operating procedures.
• Configuration of users, roles, locations, devices, printers, integrations, and workflows.
• Obtaining required notices, consents, licences, and permissions.
• Customer networks, browsers, devices, scanners, printers, cameras, and endpoint security.
• Testing configurations and integrations before production use.
• Maintaining appropriate backup, recovery, continuity, safety, and manual fallback procedures.
• Training users and validating that workflows satisfy customer policies and legal obligations.

The customer must not rely on AJAX OES as the sole control for life safety, emergency response, regulated release, legal compliance, financial authorization, payroll, employment discipline, or another high-impact decision unless that use is expressly agreed and independently validated by qualified customer personnel.

The customer and users must not:

• Use AJAX OES unlawfully or to violate another person’s rights.
• Access another tenant, account, record, or system without authorization.
• Attempt to bypass authentication, authorization, usage limits, security controls, or billing measurement.
• Upload malware, destructive code, or content intended to disrupt the service.
• Probe, scan, test, or exploit vulnerabilities without written authorization.
• Use automated activity that materially interferes with service operation or other customers.
• Reverse engineer, decompile, disassemble, copy, or derive source code except where law cannot prohibit it.
• Resell, sublicense, time-share, or provide the service to an unauthorized third party.
• Use AJAX OES to create or train a competing product using protected AJAX Software materials.
• Submit passwords, card numbers, private keys, tokens, or secrets through public forms or ordinary notes.

AJAX Software may investigate suspected misuse and may restrict access when reasonably necessary to protect the service, customers, users, or third parties.

A subscription begins according to the accepted order or the products and terms shown in hosted checkout. Tenant provisioning may occur after payment, payment authorization, trial activation, administrative review, or another agreed condition.

Trials and guided activation

A trial, pilot, promotional activation, proof of concept, or guided setup period is available only when expressly shown in checkout or the accepted order. Trial length, fees, included applications, limits, support, conversion, and cancellation conditions are governed by that offer.

Where checkout includes a subscription trial, the subscription may automatically begin charging at the end of the trial unless cancelled before the deadline shown by the payment provider or order. Where no trial is shown, charges may begin immediately.

Activation fees

One-time signup, activation, onboarding, implementation, migration, configuration, or training fees may apply. The authoritative amount is the amount shown in the accepted order or hosted checkout—not a public planning estimator.

The customer must pay all fees described in the accepted order or checkout. Fees may include one-time charges, recurring subscription fees, named users, devices, locations, applications, transactions, API activity, EDI volume, documents, storage, network usage, professional services, and other agreed measurements.

Public pricing and savings estimators provide planning values only. Final charges are determined by the order, Stripe checkout, billing settings, measured usage, applicable taxes, credits, and written commercial terms.

Payment authorization

The customer authorizes the payment provider and AJAX Software to charge the selected payment method for due fees, recurring charges, approved usage, taxes, and other amounts described in the order. The customer must keep valid billing information on file.

Usage measurement

Where usage billing applies, AJAX Software records usage using its service logs, transaction records, storage, network, integration, document, or other configured measurements. The customer must raise a good-faith billing dispute within the period stated on the invoice or in the applicable agreement.

Taxes

Fees exclude sales, use, value-added, goods and services, harmonized sales, withholding, and similar taxes unless stated otherwise. The customer is responsible for taxes associated with its purchase, except taxes based on AJAX Software’s net income.

Overdue amounts

AJAX Software may suspend service for overdue undisputed amounts after reasonable notice, subject to the accepted agreement and applicable law. The customer remains responsible for accrued fees and reasonable collection costs where permitted.

Renewal

Recurring subscriptions renew automatically for the period shown in checkout or the accepted order unless a party gives timely cancellation notice or the agreement states otherwise.

Customer cancellation

The customer may request cancellation through an enabled billing portal, account workflow, or AJAX Software contact channel. Cancellation timing and effective date are governed by the accepted order and payment-provider terms. Unless expressly stated otherwise, cancellation stops future renewal but does not reverse charges already due.

Refunds

One-time, subscription, usage, implementation, and professional-service fees are non-refundable except where the accepted agreement expressly provides a refund or applicable law requires one. AJAX Software may issue a credit or refund at its discretion without creating an obligation to do so in another case.

Effect of cancellation

Access may continue until the effective cancellation date and then end. The customer should export required data before access ends. Data retention and deletion follow the accepted agreement, Privacy Policy, legal obligations, and backup cycles.

As between AJAX Software and the customer, the customer retains its rights in customer data. The customer grants AJAX Software and its service providers a limited right to host, copy, transmit, process, display, back up, and otherwise use customer data only as reasonably required to provide, secure, maintain, support, and improve the contracted service, follow customer instructions, and comply with law.

The customer represents that it has all rights and lawful authority required to provide customer data and direct its processing. The customer is responsible for data entered by users or supplied through customer-authorized systems and integrations.

Aggregated and de-identified information

AJAX Software may generate and use aggregated or de-identified information that does not reasonably identify the customer or an individual to operate, secure, analyze, benchmark, and improve its services. AJAX Software will not attempt to re-identify information treated as de-identified except to test protective measures or as permitted by law.

Data export and deletion

Export capabilities depend on the enabled applications and service plan. The customer should not assume that every internal log, derived record, backup, or system artifact is available for export. Deletion is subject to contractual retention, legal holds, fraud prevention, accounting records, security logs, and backup cycles.

The AJAX Software Privacy Policy explains how personal information is processed. The customer must provide all notices, obtain all consents, and establish all legal bases required for its use of AJAX OES and connected data.

Where AJAX Software processes personal information on the customer’s behalf, the parties may enter a data-processing addendum addressing roles, instructions, safeguards, subprocessors, transfers, requests, incidents, retention, and deletion.

The customer must not place highly sensitive personal information in AJAX OES unless that use is necessary, lawful, within the purchased scope, and protected by appropriate configuration and written terms.

AJAX OES may connect with Microsoft Dynamics 365 Business Central, Stripe, email services, identity providers, printers, scanners, carriers, EDI providers, cloud services, or other customer-selected systems.

Third-party services are governed by their own licences, terms, privacy notices, availability, security, pricing, and support. AJAX Software does not control and is not responsible for a third party’s service, outage, change, data, decision, or failure, except to the extent expressly stated in a written agreement.

The customer is responsible for:

• Obtaining required third-party subscriptions and licences.
• Authorizing the connection and granting appropriate permissions.
• Maintaining supported versions, APIs, extensions, certificates, and credentials.
• Testing company, document, item, lot, quantity, posting, and error flows.
• Reviewing data exchanged with third parties.

AJAX Software may disable an integration that threatens security, service stability, data integrity, or another customer.

AJAX Software uses safeguards designed for the nature of the service and information processed. No system can be guaranteed completely secure or continuously available.

The customer must maintain appropriate endpoint, network, physical, identity, browser, device, password, backup, employee, and incident-response controls. The customer must promptly notify AJAX Software of suspected account compromise, unauthorized access, data exposure, or misuse.

AJAX Software may take reasonable protective action, including resetting credentials, ending sessions, disabling devices, restricting integrations, suspending access, preserving logs, and contacting affected administrators.

Never send passwords, private keys, payment-card numbers, Stripe secrets, access tokens, or Business Central credentials through a public form, ordinary email, or unprotected support note.

AJAX Software and its licensors retain all rights in AJAX OES, the website, software, source code, object code, architecture, workflows, user interfaces, documentation, designs, graphics, trademarks, reports, templates, inventions, improvements, and other materials, excluding customer data and third-party materials.

Subject to payment and compliance with the agreement, AJAX Software grants the customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to permit its authorized users to access and use the purchased service for the customer’s internal business operations.

No source code, ownership, resale, distribution, white labelling, derivative-work, or marketplace right is granted unless expressly stated in writing.

The customer may provide ideas, requests, corrections, suggestions, or other feedback. The customer grants AJAX Software a perpetual, worldwide, royalty-free right to use and incorporate feedback without restriction or payment, provided AJAX Software does not publicly identify confidential customer information without authorization.

Feedback does not create a commitment to develop, release, support, or maintain a feature. Product plans and priorities may change.

AJAX Software may update, maintain, patch, replace, improve, or discontinue portions of the website or service. Changes may be required for security, legal, technical, provider, integration, or product reasons.

Planned maintenance may temporarily affect access. AJAX Software will provide notice when reasonably practical, but emergency maintenance may occur without advance notice.

Unless a signed agreement includes a service-level commitment, AJAX Software does not guarantee a specific uptime, response time, resolution time, restoration time, data-recovery point, or support schedule.

Beta, preview, pilot, planned, demonstration, or evaluation features may be incomplete, changed, suspended, or withdrawn and may not be suitable for production use.

Pricing, savings, profitability, productivity, cost, margin, payback, transaction, storage, network, and other public or in-product estimates depend on assumptions and customer-supplied information. They are not guaranteed quotes, savings, results, or financial statements.

Reports, alerts, recommendations, image-assisted output, scores, gamification indicators, quality suggestions, allocations, and analytics support human decision-making; they do not replace qualified operational, accounting, legal, safety, quality, food-safety, regulatory, human resources, or financial review.

The customer must validate source data, configuration, formulas, mappings, units, currencies, dimensions, allocations, thresholds, and business decisions before relying on output.

To the maximum extent permitted by law, and except for an express warranty in a signed agreement, the website, service, integrations, documentation, estimates, previews, and support materials are provided “as is” and “as available.”

AJAX Software disclaims implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted use, error-free operation, and results.

AJAX Software does not warrant that AJAX OES will satisfy every customer policy, legal requirement, certification, audit, food-safety obligation, accounting rule, carrier requirement, EDI specification, or third-party system condition without customer validation and agreed implementation work.

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, savings, business, goodwill, use, production, opportunity, or data, even if advised that such damages are possible.

To the maximum extent permitted by law, AJAX Software’s total aggregate liability arising from or relating to the service or these Terms will not exceed the fees paid or payable by the customer to AJAX Software for the affected service during the twelve months before the event giving rise to the claim.

The foregoing limitations do not apply where prohibited by law or to liabilities that a signed agreement expressly excludes from the limitation. Different limits may apply to professional services, confidentiality, security, infringement, indemnity, or data protection when stated in a signed agreement.

These limitations allocate risk between the parties and are an essential basis of the commercial terms.

To the extent permitted by law, the customer will defend, indemnify, and hold harmless AJAX Software and its personnel from third-party claims, losses, damages, penalties, and reasonable costs arising from:

• Customer data or the customer’s instructions.
• The customer’s unlawful or unauthorized use of AJAX OES.
• The customer’s violation of these Terms or another person’s rights.
• Customer products, operations, safety, quality, employment, financial, or regulatory decisions.
• Customer-selected integrations, devices, networks, or third-party services.

AJAX Software will provide reasonable notice of an indemnified claim and cooperation at the customer’s expense. The customer may not settle a claim in a way that admits fault by or imposes obligations on AJAX Software without written consent.

AJAX Software may suspend or restrict access when reasonably necessary because of:

• Overdue undisputed fees.
• A security threat, compromised account, or unauthorized access.
• Unlawful use, abuse, or material violation of these Terms.
• Activity that threatens service stability, data integrity, or another customer.
• A legal, regulatory, court, provider, or infrastructure requirement.
• Expiration or termination of the customer’s subscription.

Where reasonably practical, AJAX Software will provide notice and an opportunity to cure. Immediate action may be taken for urgent security, legal, or service-protection reasons.

Either party may terminate for a material breach that is not cured within the period stated in the applicable agreement. AJAX Software may terminate an account or subscription for persistent non-payment, unlawful use, material abuse, or another termination right stated in the accepted agreement.

Terms that by their nature should survive termination remain effective, including payment obligations, intellectual property, confidentiality, disclaimers, liability limits, indemnity, dispute terms, and lawful retention rights.

Each party may receive non-public business, technical, security, pricing, product, customer, or operational information that a reasonable person would understand to be confidential.

The receiving party will use confidential information only for the agreement, protect it with reasonable care, and disclose it only to personnel and service providers who need it and are subject to confidentiality duties.

Confidential information does not include information that the receiving party can demonstrate was lawfully known without restriction, independently developed, rightfully received from another source, or publicly available without breach.

A party may disclose information when legally required after giving notice where permitted and reasonably cooperating with protective efforts.

Governing law

Unless a signed agreement states otherwise, these Terms are governed by the laws of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-law rules. The parties submit to the courts located in Ontario, Canada, subject to any agreed dispute process.

Notices

AJAX Software may provide notices through account email, tenant administration, the website, the service, or the customer’s billing contact. The customer must keep contact information current. Formal legal notices may require the method stated in a signed agreement.

Assignment

The customer may not assign the agreement without AJAX Software’s written consent, except as expressly allowed in a signed agreement. AJAX Software may assign the agreement in connection with a merger, reorganization, financing, sale of assets, or transfer of the relevant business.

Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations. Such events may include internet or utility failure, cloud-provider outage, labour disruption, natural disaster, public-health event, war, terrorism, civil disorder, governmental action, or widespread cyber incident.

Independent parties

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, fiduciary, agency, or employment relationship.

No third-party beneficiaries

These Terms do not create rights for a third party except an AJAX Software affiliate, licensor, or indemnified party where expressly stated.

Waiver and severability

Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent required, and the remaining provisions continue in effect.

Entire agreement

The applicable signed documents, accepted order, these Terms, and incorporated policies form the entire agreement for the service and replace prior discussions or representations on the same subject.

Changes to these Terms

AJAX Software may update these Terms to reflect product, business, legal, security, or provider changes. The current version will be posted with a revision date. Material changes will receive additional notice where required. Continued use after the effective date constitutes acceptance where permitted by law.

Contact AJAX Software with questions about these Terms, subscriptions, billing, cancellation, security, or the scope of an AJAX OES order. Do not include passwords, payment-card data, private keys, tokens, or integration secrets.

These Terms are a business draft and should be reviewed by qualified legal counsel before production publication, particularly for the company’s legal name, address, governing jurisdiction, refund policy, service levels, liability limits, privacy obligations, and negotiated customer terms.