Terms and Conditions

By accessing or using the Roshtay website (roshtay.com) and any services provided by Roshtay ("Roshtay," "we," "our," or "us"), you agree to be bound by these Terms and Conditions and all applicable laws and regulations. If you do not agree with any part of these terms, you are prohibited from using or accessing this site. These terms apply to all visitors, users, and others who access or use the website.

Roshtay provides custom AI automation development and consulting services for professional services firms, including accounting firms, consulting agencies, and managed service providers (MSPs). Services include AI operations audits, custom automation builds, managed automation plans, and related advisory services. All project engagements are governed by separate project agreements signed prior to commencement of work. Nothing on this website constitutes an offer to enter into a contract; it is an invitation to treat.

Unless otherwise specified in a signed project agreement, all custom code, automation systems, AI pipelines, dashboards, and other deliverables produced by Roshtay specifically for a client are assigned to the client upon receipt of final payment. This assignment includes all copyrights in the deliverables. Roshtay retains no ongoing license, access rights, or residual claims to client-specific deliverables after assignment.

Roshtay retains all rights to its own proprietary frameworks, methodologies, internal tools, pre-existing intellectual property, and any general-purpose code or libraries not specifically developed for the client's engagement. Any reusable components incorporated into client deliverables will be identified in the project agreement, and clients receive a perpetual, irrevocable, royalty-free license to use those components as embedded in their deliverables.

Both parties acknowledge that during the course of an engagement, each may have access to confidential information belonging to the other party. Each party agrees to hold the other's confidential information in strict confidence, to use it only for the purposes of the engagement, and not to disclose it to third parties without prior written consent.

Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party without reference to the confidential information; or (d) is required to be disclosed by law or court order, provided the disclosing party is given reasonable prior notice where permitted.

Roshtay does not store client operational data on its own servers unless explicitly agreed in a signed project agreement. All systems built for clients are deployed to infrastructure owned or controlled by the client unless the client expressly requests otherwise. Roshtay follows the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation for all data handling practices. For complete details, see our Privacy Policy.

All project fees are agreed upon in writing in a signed project agreement before work commences. The standard payment structure is 50% of the project fee due upon execution of the project agreement, and the remaining 50% due upon delivery and acceptance of the final deliverables, unless an alternative schedule is specified in the agreement.

Invoices are payable within 14 calendar days of issuance. Overdue amounts bear interest at 1.5% per month (18% per annum) from the due date until paid. Roshtay reserves the right to suspend work on any engagement where payment is more than 14 days overdue after written notice.

Each engagement is governed by a fixed scope defined in the project agreement. Any client-requested changes to scope, timeline, or deliverables that materially affect the effort required will be subject to a written change order, agreed and signed by both parties before implementation. Roshtay will provide a written estimate of the additional cost and timeline impact before proceeding with any out-of-scope work.

Roshtay warrants that: (a) it has the right to enter into project agreements and perform the services; (b) the services will be performed in a professional and workmanlike manner consistent with industry standards; (c) deliverables will materially conform to the specifications agreed in the project agreement at the time of delivery.

THE WEBSITE AND ANY GENERAL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ROSHTAY DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROSHTAY'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO A PROJECT ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL ROSHTAY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF ROSHTAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

You agree to indemnify, defend, and hold harmless Roshtay and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable legal fees) arising from: (a) your use of the website or services in violation of these terms; (b) your violation of any applicable law or regulation; (c) any inaccuracy in information or data you provide to Roshtay in connection with an engagement; or (d) your infringement of any third party's intellectual property or other rights.

Project agreements commence on the date of execution and continue until all deliverables have been delivered and accepted, or until earlier termination. Either party may terminate a project agreement for material breach if the breaching party fails to cure the breach within 14 calendar days of written notice. Upon termination, the client shall pay for all work completed to the date of termination on a pro-rata basis, and Roshtay shall deliver all work product completed to that date.

For managed automation plans, either party may terminate with 30 days' written notice. Upon termination of a managed plan, Roshtay will provide the client with all documentation necessary to maintain the automation systems independently.

These Terms and all project agreements are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.

The parties agree to first attempt to resolve any dispute through good-faith negotiation. If the dispute cannot be resolved through negotiation within 30 days, the parties agree to non-binding mediation administered by a mutually agreed mediator before pursuing any other remedy. Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm.

These Terms constitute the entire agreement between you and Roshtay with respect to the subject matter hereof and supersede all prior agreements and understandings, whether written or oral, relating to that subject matter. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect. Roshtay's failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

Roshtay may update these Terms from time to time. Material changes will be posted on this page with an updated effective date. Continued use of the website or services after changes are posted constitutes acceptance of the revised terms. For questions about these Terms, contact us at hello@roshtay.com.