Skip to main content
Legal

Terms and Conditions

Last updated: March 2026

Please read these Terms and Conditions carefully before using the Roshtay website or engaging our services. By using our website or entering into a project agreement, you agree to be bound by these terms.

1. Acceptance of Terms

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.

2. Services Description

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.

3. Intellectual Property & Code Ownership

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.

4. Confidentiality

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.

5. Data Handling & Privacy

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.

6. Payment Terms

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.

7. Project Scope & Change Management

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.

8. Warranties & Representations

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.

9. Limitation of Liability

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 GREATER OF: (A) THE TOTAL FEES PAID BY YOU FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND CANADIAN DOLLARS (CAD $1,000).

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.

ROSHTAY PROVIDES AUTOMATION SYSTEMS AND TOOLS BUT DOES NOT OPERATE, MONITOR, OR CONTROL YOUR BUSINESS OPERATIONS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING OUTPUTS, MONITORING SYSTEMS, AND ENSURING COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS. ROSHTAY SHALL NOT BE RESPONSIBLE FOR ANY DECISIONS, ACTIONS, OR OUTCOMES RESULTING FROM USE OF DELIVERED SYSTEMS.

10. Indemnification

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.

11. Term & Termination

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.

12. Governing Law & Binding Arbitration

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.

Any dispute, claim, or controversy arising out of or relating to these Terms or any services provided by Roshtay shall be resolved exclusively through final and binding arbitration. The arbitration shall be conducted in British Columbia, Canada, in accordance with the Arbitration Act of British Columbia.

The parties agree: (a) no class actions are permitted; (b) no jury trials are permitted; (c) arbitration shall be the exclusive remedy for any dispute. Each party shall bear its own legal fees unless otherwise determined by the arbitrator.

Nothing in this section prevents Roshtay from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information.

13. No Reliance

You acknowledge that you have not relied on any representations, statements, demonstrations, or materials not expressly set out in a signed project agreement.

All website content, demos, blog posts, case studies, and examples are illustrative only and do not form part of any binding agreement. Any estimates, projections, or examples of outcomes are provided for informational purposes only. Results will vary depending on your specific workflows, data quality, team adoption, and implementation circumstances. Roshtay makes no guarantees of revenue, efficiency gains, or any specific outcome.

14. Service Limitations

Roshtay provides automation systems and tools but does not operate, monitor, or control your business operations. All services are intended for business use only and are not suitable for personal, consumer, or regulated professional use without independent legal and compliance review.

You are solely responsible for: (a) validating all outputs from delivered systems before use in business decisions; (b) monitoring systems in production; (c) ensuring your use complies with all applicable laws, regulations, professional standards, and licensing requirements; and (d) any decisions, actions, or outcomes resulting from use of delivered systems.

Systems are provided as-is. Designed to improve workflows — results depend on implementation.

15. AI System Disclaimer

AI systems may produce inaccurate, incomplete, or unpredictable outputs. You acknowledge and accept that: (a) outputs may contain errors, omissions, or inconsistencies; (b) automation may fail or behave unexpectedly; and (c) AI-generated content should not be relied upon for legal, financial, accounting, medical, or other regulated advice without independent professional review.

Clients are solely responsible for verifying all outputs before use in business decisions. Roshtay shall not be liable for any damages arising from AI-generated outputs or automated processes, including but not limited to errors in reports, incorrect data extraction, or system downtime.

16. Client Acknowledgement

By engaging Roshtay's services or submitting any inquiry through this website, you confirm that: (a) you have read and understood these Terms in full; (b) you understand the risks associated with AI automation systems; (c) you have had the opportunity to seek independent legal advice before entering into any project agreement; and (d) your use of any delivered system constitutes acceptance of all applicable terms and disclaimers.

17. General Provisions

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.