Terms of Service

1. Acceptance, Parties & Versions

1.1 Acceptance

By accessing or using the Migrawise platform ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use the Service.

These Terms are a legally binding agreement with Venusian Tech Inc. ("we", "us", or "our"), a corporation incorporated under the laws of Canada with its registered office at Office 732, 145 1/2 Church Street, Unit 5, Toronto, Ontario M5B 1Y4, Canada, which operates the Service under the brand name "Migrawise". By creating an account, accepting an invitation to join a firm account, accessing the platform, or using any part of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy.

1.2 Who the parties are

These Terms are entered into between Venusian Tech Inc. and the firm, professional corporation, partnership, or sole proprietorship on whose behalf an account is registered (the "Firm"), together with each individual who accesses the Service under that account (each a "User"). "You" and "your" mean the Firm and each User, and their obligations under these Terms are joint and several.

1.3 Authority to bind

By registering a firm account, by accepting an invitation to join one, or by accessing the Service, you represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you have full legal capacity and authority to enter into these Terms on behalf of the Firm; and (c) the Firm is legally bound by these Terms as a result of your acceptance. If you do not have that authority, do not register and do not access the account. Where an individual registers without an underlying legal entity, "Firm" means that individual, who is bound personally.

The Firm is responsible for the acts and omissions of each User under its account as if they were the Firm's own, and for all activity occurring under its account. The Firm remains liable for a User's conduct even though that User has separately accepted these Terms.

1.4 Business use only

The Service is offered exclusively to immigration professionals and their firms for use in their practices. By accepting these Terms you represent and warrant that you are entering into this agreement in the course of carrying on business — on your own behalf as a practitioner, or on behalf of the Firm you are authorized to bind — and not as a consumer for personal, family or household purposes.

1.5 Migrawise and the Migrawise Parties

"Migrawise" is a trade name and brand of Venusian Tech Inc. and is not a separate legal entity; every reference in these Terms to Migrawise means Venusian Tech Inc. "Migrawise Parties" means Venusian Tech Inc. and its affiliates, and each of their respective directors, officers, shareholders, employees, contractors, agents, licensors, suppliers, and service providers. Every disclaimer, exclusion, limitation, release and cap in these Terms is made for the benefit of, and may be relied upon and enforced by, each of the Migrawise Parties.

1.6 Versions and the record of your acceptance

Each published version of these Terms bears a version number and an effective date, shown at the top of this page. From the date this version takes effect, when you accept these Terms we record the version accepted, the date and time of acceptance, the account that accepted them, and a digest of the text as published on that date. We retain a copy of each published version and will provide the version you accepted on request. Where a claim relates to conduct occurring while an earlier version was in force, that earlier version governs the claim.

Where these Terms refer to fees, the operative amount is the amount shown to you and confirmed by you before each case is opened.

1.7 Documents forming part of these Terms

The Privacy Policy is incorporated into and forms part of these Terms, and your acceptance of these Terms includes acceptance of it. Where these Terms and the Privacy Policy conflict in respect of the collection, use, disclosure, or retention of personal information, the Privacy Policy governs; in all other respects these Terms govern.

2. Service Description

Migrawise is a cloud-based software-as-a-service (SaaS) platform for Canadian immigration professionals, including Regulated Canadian Immigration Consultants (RCICs) and immigration lawyers. The Service provides:

• Case management, workflow, task, calendar and deadline tracking for immigration matters
• A client portal for document collection, questionnaires and communication, including AI-assisted autofill of client questionnaires from uploaded documents
• Electronic signature for retainer agreements and forms
• Invoicing, per-case billing and payment processing
• AI-assisted case audits, gap analysis and document review, including automatic summarization of every uploaded document
• AI-assisted drafting of letters, statutory declarations and submissions
• An IRCC form library and AI-assisted completion of IRCC PDF forms
• A browser extension for AI-assisted completion of IRCC online portal forms, including unattended runs
• An in-product AI assistant
• Eligibility and scoring calculators, including CRS, FSW and provincial nominee assessments
• Team collaboration, roles and permissions, reporting and an audit trail
• Such other features as we make available from time to time

How feature names are read. Where these Terms refer to a feature by name, the reference is descriptive and not limiting. A disclaimer, exclusion, limitation or obligation expressed in respect of a category of feature applies to every feature within that category, however that feature is named, renamed, packaged, or later introduced.

Migrawise is a practice management tool. It does not provide legal advice, immigration consulting services, or representation before Immigration, Refugees and Citizenship Canada (IRCC) or any other authority. Responsibility for all client advice, for every submission, and for the review of all output of the Service rests solely with the practitioner, as set out in Sections 3, 4 and 23.

3. AI Features — Drafts Only, No Reliance

3.1 What the AI features are

Several features of the Service use automated and generative systems to produce, extract, summarize, score, map or complete content. They include: case audits and gap analysis; the in-product assistant and case chat; drafting of letters, statutory declarations and submissions; completion of IRCC PDF forms; completion of IRCC online portal forms through the Migrawise browser extension, including unattended runs; autofill of client questionnaires from uploaded documents; automatic summarization of every uploaded document; and eligibility, scoring and assessment calculations. Together these are the "AI Features", and their output is "AI Output". A feature is an AI Feature if it performs any of those functions, whether or not it is named in this Section and whether or not it is later renamed.

3.2 How it works, honestly

AI Output is generated in part from automated extraction and summarization of the documents your firm uploads and from the information your firm enters. That extraction is automated and imperfect. It can misread, omit, or transpose information — including specific values such as passport and document numbers, dates of birth, names, addresses, employment dates, and financial amounts — and it can present an incorrect value with apparent confidence, as though it were verified fact. Where a required field has no answer anywhere in the case file, the Service may enter a best-guess value or, as a last resort, a clearly flagged placeholder value that is not your client's data.

These are known and inherent characteristics of the AI Features, disclosed to you here, and not defects in the Service. You accept them as a condition of use.

3.3 All AI Output is a draft

Every output produced by an AI Feature — including any drafted letter, filled form, filled portal page, summary, audit, score or answer — is an unverified draft for professional review only. It is not advice, not a completed document, not a verified statement of fact, not a filing, and not a substitute for your own verification against source documents.

3.4 You are the reviewer of record

Before any AI Output is signed, filed, uploaded, sent to a client, transmitted to IRCC or to any other authority, saved as a record, or otherwise relied upon, a qualified practitioner at your firm must independently review and verify it against the underlying source documents, and correct or reject it. You are solely responsible for performing that review, and you remain solely responsible for the accuracy, completeness and suitability of everything your firm files or sends, whether or not an AI Feature contributed to it.

3.5 No reliance; adoption as your work product

You agree that you do not and will not rely on the AI Features or on any AI Output as the basis for any professional judgement, any advice to a client, or any submission. When you or your staff send, sign, export, file or submit AI Output, or permit your client to do so, you adopt that content as your own work product. As between you and us, you are the author of every document produced with the assistance of the Service from the moment you put it to use.

3.6 Audits, reports and status indicators are not assurance

Case audits, gap analyses, required-document checklists, form-fill reports, coverage summaries, verdicts, scores, confidence indicators and status displays are automated, non-exhaustive aids. They are generated only from the data present in the Service at the moment they run; they do not take account of facts, documents, instructions, correspondence or law outside the Service; and they are not an audit, review, certification, assurance engagement, or opinion of any kind. A result that is clean, green, complete, or reported as "no issues found" means only that an automated check found nothing it was designed to flag. It does not reduce, replace or discharge the review you must perform under Section 3.4.

3.7 No warranty for AI Output

We make no representation or warranty, express or implied, that AI Output is accurate, complete, current, error-free or fit for filing with any authority. The AI Features are provided on the same "as is" and "as available" basis as the rest of the Service, and all liability arising from AI Output is subject to Section 18. This Section survives termination of these Terms.

4. No Warranty of Acceptance or Outcome; Deadlines

4.1 No warranty of acceptance or outcome

We do not warrant, represent or guarantee that:

• Any form, letter, declaration, submission, questionnaire response, portal entry or other document created, filled or assisted by the Service will be accepted, processed or approved by Immigration, Refugees and Citizenship Canada, Employment and Social Development Canada, a provincial or territorial nominee program, a visa office, the Immigration and Refugee Board, or any other authority
• Any such document is complete, accurate, current, correctly mapped to the correct field, or fit for the application or purpose to which you apply it
• Any IRCC form produced by the Service is the current version of that form, or that it will pass the issuing authority's own validation, barcode generation, or portal upload checks. You remain responsible for using the current version of every form and for performing any validation step the issuing authority requires, including the Adobe Acrobat "VALIDATE" step where applicable
• Any deadline, reminder, processing time, draw score, eligibility or ranking score, assessment result, or retention date displayed by the Service is accurate, complete, current, or applicable to your matter
• Use of the Service will produce, contribute to, preserve or improve any immigration outcome for any person

Immigration outcomes depend on the decisions of authorities outside our control and on facts and law that we do not assess. Nothing produced by the Service is a prediction, assurance, or assessment of the merits or prospects of any application.

4.2 Deadlines, dates and docketing

Dates, deadlines, reminders, task due dates, retention dates, processing-time estimates and calendar entries shown by the Service are conveniences generated from data you enter and from published third-party sources. We do not undertake to notify you of, or remind you of, any deadline. The Service is not a docketing, diary or limitation-tracking system. You must maintain your own independent system for recording and monitoring filing deadlines, limitation periods, tribunal dates and regulatory dates, and you remain solely responsible for meeting them. A reminder that is not sent, is sent late, is not displayed, or is displayed incorrectly gives rise to no liability on our part.

This Section applies in addition to, and is not limited by, the disclaimers in Section 18, and survives termination of these Terms.

5. Browser Extension & Automated Form Completion

5.1 It acts as your agent, in your browser

The Migrawise Autofill browser extension operates inside your own browser, on the portal account you have authenticated with your own credentials. It acts only at your direction and as your agent. We do not hold, use, or have access to your GCKey, IRCC Secure Account or other portal credentials, and we are not your representative — or any applicant's representative — before IRCC or any other authority.

5.2 Your warranty

You represent and warrant that your use of the extension, including any unattended run, is permitted by the terms of use of the portal concerned and by your professional obligations, and that you are authorized to enter data into that account in respect of the applicant concerned. You are responsible for satisfying yourself of this before each use, and you will stop using the extension on any portal where such use is not permitted.

5.3 Unattended runs are at your risk

An unattended run advances through a portal application without a person reviewing each page. You acknowledge and accept that where the case file does not supply an answer that a page requires in order to save, the Service may enter a best-guess value, or a placeholder value that is not your client's data, solely so that the run can continue. Every such value is flagged in the run review. You must open the application in the portal and review, replace or correct every flagged value, and satisfy yourself as to every other value, before submitting anything. Reaching the summary page of an application is not an indication that the application is correct, complete, truthful, or fit to submit.

5.4 We never submit

The Service does not submit applications, pay fees, or make declarations or attestations on your behalf, and must not be configured, scripted or used to do so. The act of submission, and the truth of every declaration and attestation made on or before submission, is yours alone. You are responsible for all data entered into any external system through the Service, whether entered by you, by your staff, or by an automated run that you or your staff started.

6. User Accounts & Registration

To use the Service, you must create an account and provide accurate, complete, and current information. You agree to:

• Register using your professional identity and your firm's business details, and use the Service solely for your professional practice
• Provide truthful and accurate registration information, including your full legal name, professional credentials, and contact details
• Maintain the security of your account credentials and not share your password or sign-in codes with any other person
• Immediately notify us of any unauthorized access to or use of your account
• Maintain only one account per person (firm owners may create staff accounts for their team through the invitation system)
• Keep your account information up to date, including your email address and your professional status

You are responsible for all activity that occurs under your account. The Migrawise Parties are not liable for any loss or damage arising from unauthorized use of your credentials.

7. Authorized Practitioners & Professional Insurance

The Service is intended for use by authorized immigration professionals. By registering a firm account, you represent and warrant that you are one of the following:

• A Regulated Canadian Immigration Consultant (RCIC) in good standing with the College of Immigration and Citizenship Consultants (CICC)
• A member of a Canadian provincial or territorial Law Society authorized to practise immigration law
• A paralegal licensed by the Law Society of Ontario and authorized to represent clients in immigration matters
• A notary in good standing with the Chambre des notaires du Québec
• A supervised staff member working under the direct supervision of a qualified RCIC or lawyer

We may verify your professional credentials and may suspend or terminate accounts that cannot demonstrate valid authorization. If your professional status changes — suspension, revocation, non-renewal, or any restriction on your practice — you must notify us immediately.

Professional insurance. You represent and warrant that you hold, and will maintain throughout your use of the Service, the professional liability (errors and omissions) insurance required of you by the CICC or by the law society of which you are a member, and that your use of software platforms and AI-assisted tools in client work is not excluded from that coverage. You will provide evidence of that coverage promptly on request, and will notify us if it lapses, is cancelled, or is materially reduced.

Your obligations under Section 19 (Indemnification) are not limited to, reduced by, or conditional on the amount, scope or availability of any insurance you hold, and you will not rely on the absence, exhaustion or denial of coverage as a defence to those obligations.

8. Your Obligations & Input Accuracy

When using the Service, you agree to:

• Use the Service only for lawful purposes and in accordance with these Terms
• Not use automated scripts, bots, or scrapers to access or extract data from the platform, other than the Migrawise browser extension used as intended
• Provide accurate and truthful information in all cases, contacts, and documents managed through the Service
• Not share your login credentials with unauthorized persons
• Not attempt to gain unauthorized access to other users' accounts, data, or system components
• Not upload malicious files, viruses, or any content intended to disrupt the Service
• Comply with all applicable laws, regulations, and professional codes of conduct
• Obtain from your clients every consent your professional, regulatory and privacy obligations require before entering their personal information into the platform, including consent covering the cross-border AI processing described in Sections 10 and 14
• Include in your retainer or client service agreement terms that do not purport to make us liable to your client, and that do not represent us as responsible for, or a party to, the professional services you provide

8.1 Input accuracy and what the Service does not do

You are solely responsible for the accuracy, completeness, currency, legality and provenance of all data, documents and instructions entered into the Service — whether entered by you, by your staff, or by your clients through the client portal.

You are responsible for verifying the identity of each person whose information you enter and the authenticity of every document uploaded. The Service does not verify identity, authenticate documents, detect forgery or alteration, or check any data you enter against any external register, database or authority, and nothing in the Service should be understood as doing so.

AI Output is derived from the data you provide and from machine-read and machine-summarized copies of the documents you upload. Where an input is inaccurate, incomplete, illegible, poorly scanned, mislabelled or filed against the wrong applicant, the output will reflect that. The quality of AI Output is a function of the quality of the input, and we give no warranty in respect of either.

9. Immigration Integrity & Prohibited Uses

This Section is fundamental to your right to use the Service.

• No false or misleading applications. You must not use the Service to prepare, assemble, store, transmit, or support any application, submission, representation, or document that you know, or ought reasonably to know, is false, fraudulent, or misleading, or that omits a material fact — including any conduct that would constitute misrepresentation under section 127 of the Immigration and Refugee Protection Act.
• No document fabrication. You must not use the Service to create, alter, simulate, or conceal any identity document, travel document, financial record, employment record, educational credential, or government correspondence, or to assist any person in doing so.
• No unauthorized representatives. You must not permit any person who is not authorized under section 91 of the Immigration and Refugee Protection Act to represent or advise a person for consideration to access, use, or direct the use of the Service through your account, whether or not that person is supervised.
• Sanctions, export control and acceptable use. You must comply with all applicable sanctions, export-control and anti-money-laundering laws of Canada and, in respect of content processed by our AI provider, of the United States, and you must not use the Service in or for the benefit of any person, entity, or jurisdiction subject to such measures. Your use of the AI Features is additionally subject to the acceptable-use policy of our AI infrastructure provider, as amended from time to time.

What we may do. Where we reasonably believe that conduct described in this Section has occurred, we may, immediately, without notice, and without liability to you: suspend or terminate your account and all access to the Service; preserve and copy relevant records notwithstanding any retention or deletion setting; and report the matter, together with those records, to the College of Immigration and Citizenship Consultants, any relevant law society, Immigration, Refugees and Citizenship Canada, the Canada Border Services Agency, or any law-enforcement, regulatory or governmental authority, to the extent permitted by law. You acknowledge that no confidentiality obligation owed by us restricts our ability to make such a report, and you release the Migrawise Parties from any claim arising from action taken in good faith under this Section.

No fee paid is refundable on a suspension or termination under this Section, and Section 19 (Indemnification) applies to any claim arising from conduct described in it. This Section survives termination of these Terms.

10. Data Handling & PIPEDA

We handle personal information in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation.

• Roles: For personal information about your firm and its personnel, we are the accountable organization. For your clients' personal information, your firm is the accountable organization under PIPEDA and we act solely as your service provider, processing that information only on your instructions and only to deliver the Service. Nothing in these Terms transfers to us your professional, regulatory or privacy-law responsibility for your clients' information. Section 11 sets out the terms on which we process it.
• Data residency: All customer data is stored on servers located in Canada (AWS ca-central-1, Montreal). The exceptions are the cross-border AI processing described in the final bullet of this Section and in Section 14, outbound email delivery, and the optional address-lookup feature in the client portal — each described in Section 14 and in our Privacy Policy.
• Encryption: Data in transit is protected using TLS 1.2 or higher. Sensitive stored credentials and electronic-signature images are encrypted by the application using AES-256; underlying storage volumes, file objects and backups are encrypted at rest by our infrastructure provider.
• Tenant isolation: Each firm's data is logically isolated at the database level, and the Service is designed and tested so that one firm cannot access, view or modify another firm's data. Access by our own personnel is limited to those who need it to operate or support the Service, and is logged. No system can be guaranteed to be free of defects or immune from compromise; our commitment is to maintain these controls, to monitor them, and to notify you under Section 11.7 if they fail.
• Your controls: You can export your data and correct information through the Service. Deletion is subject to the retention obligations described in Section 17 and in the Retention Schedule in our Privacy Policy.
• Access logging: We maintain audit logs of data access for security and compliance purposes.
• AI features & cross-border processing: case content — including client personal information and uploaded documents — is transmitted to Anthropic, PBC (United States) for processing in two situations: when a member of your firm runs an AI feature on a case, and automatically whenever any document is uploaded to a case, because each uploaded document is summarized so the case assistant can work with it — including uploads made by your own clients through the client portal, which are summarized in exactly the same way. If no document is uploaded to a case and no AI feature is run on it, no content from that case is sent to Anthropic. Separately, messages sent to the in-product assistant are processed by Anthropic in the same way. Under PIPEDA's accountability principle your firm remains accountable to its clients for personal information handled on their behalf; any client-facing disclosure or consent your professional obligations require for this processing is your firm's responsibility. A ready-made clause is provided in the system "Retainer & Service Agreement" template. That template is a convenience, not legal advice, and we do not warrant that it satisfies your professional, regulatory or privacy-law obligations; your retainer is your agreement with your client and your responsibility.

Descriptions of the Service's architecture, security measures and features in these Terms and in our Privacy Policy describe the measures we implement and maintain. They are not a guarantee of any particular outcome, and no statement in those descriptions creates a warranty beyond those expressly given in these Terms.

For complete details on how we collect, use, and protect personal information, please review our Privacy Policy.

11. Firm Data Addendum

This Section is the processing agreement between you and us for your clients' personal information. It forms part of these Terms, and your acceptance of these Terms is your acceptance of it.

11.1 Roles

"Firm Client Data" means personal information about your clients and their matters that you, your staff, or your clients enter into, upload to, or generate within your workspace. As between you and us, you are the organization accountable for Firm Client Data under PIPEDA and under your professional obligations, and we act solely as your service provider. We handle Firm Client Data only on your documented instructions. Your instructions are: (a) these Terms; (b) your and your staff's use of the features of the Service; and (c) any written instruction you give us through our support channels that we accept. If we believe an instruction is unlawful, we may decline it and will tell you why.

11.2 No use for our own purposes

We will not use, sell, retain or disclose Firm Client Data for any purpose other than providing, securing and supporting the Service to you. We may generate and retain aggregated statistics and de-identified technical telemetry that cannot be attributed to you, your clients or any individual. We do not use Firm Client Data to develop, train or improve our products, and our AI provider's commercial terms prohibit the use of API submissions to train or improve their models.

11.3 Confidentiality and personnel

We treat Firm Client Data as confidential, restrict access to personnel who need it to operate or support the Service, bind those personnel to confidentiality, and log administrative access. Section 9 (Immigration Integrity) is an express exception to this Section.

11.4 Security

We maintain the technical and organizational measures described in our Privacy Policy, and will not materially reduce the overall level of protection while you use the Service.

11.5 Sub-processors

We engage the service providers listed in Section 14 and in our Privacy Policy, and we remain accountable for personal information they process on our behalf. We will give you at least thirty (30) days' notice before adding or replacing a service provider that will handle Firm Client Data. If you reasonably object on data-protection grounds within that period, you may terminate your account and export your data under Section 20, and that is your sole remedy.

11.6 Assistance with your clients' requests

If one of your clients asks us directly to access, correct or delete their personal information, we will not respond substantively; we will acknowledge the request, refer it to you, and tell them we have done so. At your written direction we will provide reasonable assistance; we may charge our then-current support rates for requests requiring more than two hours of work.

11.7 Breach notification to you

If we confirm a breach of security safeguards affecting Firm Client Data in your workspace, we will notify you as soon as feasible with the information reasonably available to us at that time, and will update you as our investigation progresses. We aim to make initial contact within one business day of determining that a breach has occurred; where the full picture is not yet known, we will tell you what we do know rather than wait. You are responsible for determining whether the breach creates a real risk of significant harm to your clients, and for any resulting notification to your clients, to the Office of the Privacy Commissioner of Canada, and to your regulator. We will not contact your clients directly about an incident without your instruction, except where we are independently required by law to do so. We report in our own right only in respect of personal information for which we are the accountable organization.

11.8 Return and deletion

On termination, Firm Client Data is available for export as set out in Section 20. Deletion then follows the Retention Schedule in our Privacy Policy. Data we retain under that Schedule remains subject to this Section until it is deleted.

11.9 Your representations

You represent that you have the authority and all necessary consents to enter Firm Client Data into the Service and to instruct us to process it — including for the cross-border AI processing described in Sections 10 and 14 — and that your instructions comply with PIPEDA, your professional obligations, and applicable law.

This Section survives termination of these Terms for as long as we hold Firm Client Data.

12. Payment Terms

Migrawise uses a flat, per-case pricing model. You pay one all-inclusive fee for each case you open — AI included, with no metering and no per-use fees — with no subscription, no recurring monthly charge, and no per-seat fee. Your firm's first case is free.

• Payment processing: All payments are processed through Stripe. We do not store your full card details on our servers. Stripe holds card data in accordance with PCI-DSS Level 1 standards.
• Flat per-case fee: Opening a case currently costs a flat CAD $29, all-inclusive. The operative amount is always the amount shown to you and confirmed by you before the case is opened. The fee covers the entire case workspace and every included feature for that file — applicants, document storage, questionnaires, eSignatures, client portal access, team collaboration, the audit trail, and use of the AI Features as part of ordinary casework on that file. There are no per-action AI charges, no metering, no credit balance, and no spend caps.
• First case free: Each firm's first case is free of charge. The free case is limited to one per firm, is non-transferable, and carries the same all-inclusive access as a paid case. All subsequent cases are charged the flat per-case fee.
• AI included — fair use: Included AI access applies to ordinary, human-driven immigration casework. Automated, scripted, bulk, or programmatic use of the AI Features — or any use that materially exceeds the patterns of normal professional casework — is not permitted, and we may apply short cooldowns or other reasonable rate limits to protect the Service. These measures are designed never to affect a practitioner doing genuine casework.
• Card on file: A valid payment method is required to open cases beyond your free first case. Each time you open a case, your saved payment method is charged the flat per-case fee plus any applicable GST/HST. If a charge is declined, that case will not open until payment succeeds; the rest of your account and your existing cases continue to function normally.
• Non-refundable once opened: The case workspace and all included capacity are delivered to you in full at the moment the case is opened, and the fee is earned at that moment. The per-case fee is non-refundable once a case has been opened, including if the case is later closed or deleted. Because your first case is free, you can evaluate the full Service at no cost before paying for any case.
• One case = one client matter: Each case corresponds to a single client matter. Reusing an existing case for a different matter — for example replacing a case's applicants wholesale, or changing its case type to repurpose it for an unrelated client or application — in order to avoid the per-case fee is a violation of these Terms. We may treat such conduct as abuse and respond with measures up to and including account suspension or permanent termination.
• Taxes and currency: All fees are in Canadian dollars (CAD). Applicable Canadian sales taxes (GST/HST) are added to each charge based on your firm's location, and an itemized tax receipt (showing the fee, the tax, and our GST/HST registration number) is emailed to your firm for each charge.
• Pricing changes: The per-case fee and the scope of included features may change from time to time. Material changes will be communicated at least thirty (30) days in advance and will apply only to cases opened after the effective date.

12.1 Chargebacks and payment disputes

Before initiating any chargeback, reversal, or payment dispute with your card issuer in respect of a fee charged by us, you must first contact us at [email protected] and allow at least fifteen (15) days for the matter to be resolved. If you initiate a chargeback, reversal, or payment dispute, we may: (a) immediately suspend your account and all access to the Service under Section 20.1 until the disputed amount, together with any dispute or processing fee charged to us, has been paid; (b) recover from you as a debt due the full disputed amount together with all dispute, reversal and processing fees charged to us by our payment processor and our reasonable costs of responding; and (c) require prepayment, a different payment method, or a deposit as a condition of restoring or continuing access. Amounts recoverable under this Section may be charged to any payment method you have on file. This Section does not limit any right you have under applicable law and does not apply where we have agreed in writing that an amount is refundable.

Grandfathered tenants: We may, at our sole discretion, designate a limited number of firms as "grandfathered" and exempt them from the per-case fee during the rollout period. We do not apply this designation to firms joining during the early-access phase. Any such designation may be revoked with at least thirty (30) days' notice.

13. Intellectual Property & Feedback

Platform ownership: The Migrawise platform and its original content, features, and functionality are owned by Venusian Tech Inc. and are protected by copyright, trademark, and other intellectual property laws. The Migrawise name, logo, and all related marks are trademarks of Venusian Tech Inc.

Your data: You retain full ownership of all data, documents, and content that you upload to or create within the Service. We do not claim any ownership rights over your data. We access your data only as necessary to provide the Service and as described in Section 11 and in our Privacy Policy.

Feedback: If you or any User provides any suggestion, idea, feature request, specification, workflow description, bug report, evaluation, benchmark or other feedback relating to the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable and sublicensable (through multiple tiers) licence to use, reproduce, modify, adapt, translate, distribute, display, disclose and otherwise exploit that Feedback for any purpose, including to develop, improve, market and commercialize the Service and any other current or future product, without restriction and without any obligation of attribution, accounting, notice or compensation to you. Feedback is provided voluntarily and is not confidential: no obligation of confidence, non-use or non-disclosure arises from your provision of Feedback, whether or not it is marked or described as confidential, and nothing in this Section obliges us to use, implement or respond to any Feedback. To the extent permitted by law, you irrevocably waive all moral rights in Feedback in our favour and in favour of our successors, assigns and licensees. This Section does not affect your ownership of the data and documents you upload.

14. Third-Party Services

The Service uses the following third-party providers to deliver certain features. Our Privacy Policy describes what each one receives.

• Amazon Web Services (hosting and file storage): Application servers and file storage operate within AWS's Canadian region (ca-central-1, Montreal), as do backups.
• Anthropic, PBC (AI processing, United States): the AI Features are processed by Anthropic in the United States. Case content — including client personal information and uploaded documents — is transmitted to Anthropic both when your firm invokes an AI feature and automatically when a document is uploaded to a case, since each upload is summarized for the case assistant. Anthropic's commercial terms prohibit using API submissions to train or improve their models. We may change AI infrastructure providers to maintain or improve service quality, on the notice set out in Section 11.5.
• Stripe (payment processing): Stripe processes the per-case fees charged to your firm's saved payment method and any case-side invoice payments your firm collects from clients. We store only a Stripe customer identifier and the last four digits of saved cards, where applicable.
• Transactional email provider (currently Postmark, United States): unless you configure your own SMTP server (Section 15), outbound email from the platform — portal invitations, notifications, invoices, sign-in and account emails — is delivered through our transactional email provider, which processes the recipient's address and the content of the message and retains a copy for a limited period for delivery troubleshooting. While held there, that content is subject to the laws of that country.
• Cloudflare (security): Cloudflare Turnstile is used on sign-in, registration, password-reset, portal-login, contact-form and public-tool pages to protect against automated abuse. Cloudflare may process your IP address and browser metadata to verify you are a legitimate user.
• Google (address lookup — United States): the client portal offers address autocomplete. When a person types an address into a portal field, the characters typed are sent to Google's Places service in the United States to return suggestions. Only the address text typed is sent; no documents and no other case content are included. Google processes it under its own terms.
• Calendly (scheduling — only if your firm connects it): if your firm connects a Calendly account, booking information your clients submit, including name, email address and appointment details, is processed by Calendly under its own terms.

We are not responsible for the practices, policies, or availability of these third-party services. Your use of a third-party service you connect yourself is additionally subject to that provider's own terms.

15. Email & Sending Configuration

Migrawise allows firms and individual users to configure their own SMTP (and, optionally, IMAP) servers for outbound and inbound email (for example client notifications, invoice emails, and portal invitations). When you configure your own mail settings:

• Emails sent from the platform transit through your email infrastructure, not ours
• You are responsible for the security, availability, and compliance of your email provider
• The Migrawise Parties are not responsible for email delivery failures, interception, or data exposure caused by your mail configuration
• We recommend using providers that support TLS encryption and are compliant with Canadian privacy laws

If you do not configure your own server, email is sent through the platform's default mail system, described in Section 14. In either case, messages the Service sends to your clients are sent in your firm's name and are your communications, as set out in Section 23.

16. Early Access, Changes to the Service & Data Loss

Migrawise is in an early-access phase and operates on open registration, with each new firm account reviewed by a person before it is activated, while the platform matures. By using the Service during this period, you acknowledge and accept the following:

• Features, interfaces, and functionality may change significantly, and may be added or removed, in accordance with Section 16.1
• The Service may contain bugs, errors, or incomplete features that could affect performance
• In rare circumstances, data may need to be reset as part of platform improvements; we will endeavour to give advance notice but are not obliged to do so
• There are no guaranteed uptime commitments during the early-access period, though we work to maintain reliable access
• The scope of included features and the flat per-case fee may be adjusted as the platform matures, on the notice set out in Section 12
• We welcome your feedback and bug reports during this phase, on the terms in Section 13

16.1 Changes to the Service

We may at any time, in our discretion, modify, add to, improve, restrict, or remove any feature, component, integration, interface, or capability of the Service; change the technologies, infrastructure, service providers or third-party providers used to deliver it (subject to Section 11.5); impose or vary reasonable technical limits; and discontinue the Service or any part of it. Where a change would materially and adversely reduce the core functionality of a case workspace for which you have already paid a case fee, we will give at least thirty (30) days' notice by email before the change takes effect; for all other changes we may act without notice. If we discontinue the Service in its entirety, we will give at least ninety (90) days' notice by email and will maintain export access throughout the notice period and for thirty (30) days afterwards. Except as expressly provided in this Section, the Migrawise Parties have no liability, and you are entitled to no refund, credit or other remedy, for any modification, restriction, suspension or discontinuation of the Service or of any feature. This Section applies during and after the early-access phase and prevails over any inconsistent statement elsewhere in this Section 16. It does not displace the thirty (30) days' notice Section 12 gives you before a change to the per-case fee or to the scope of features included in that fee.

16.2 Your backup obligation; data loss

You must maintain your own independent, current and complete backups of the data you store in the Service, using the export features we make available, and verify that those backups are usable. This is an obligation, not a recommendation. To the maximum extent permitted by law, the Migrawise Parties have no liability for any loss, corruption, deletion, inaccessibility or unavailability of data, and your sole and exclusive remedy is restoration from the most recent backup we are able to restore, if any. We do not warrant that any backup, restoration or export will be successful, complete or timely, and we do not act as an archive or system of record for your practice. This Section applies during the early-access phase and continues to apply after it ends.

17. Data Retention & Regulatory Compliance

Immigration practitioners in Canada are subject to record-keeping requirements set by their own regulator — the College of Immigration and Citizenship Consultants (CICC) for immigration consultants, the applicable provincial or territorial law society for lawyers and paralegals, and the Chambre des notaires du Québec for Quebec notaries. The Service supports those requirements as follows:

• Closed cases: when a case is marked closed or completed, its data — documents, questionnaire responses, notes, invoices and correspondence — is retained for six (6) years from closure and then automatically deleted. The firm owner is notified by email when that deletion happens. Reopening a case clears the retention stamp; closing it again starts a fresh six-year period.
• Retention visibility: a closed case displays its retention date in the Service, and the delete dialog shows the date on which the file leaves its retention window.
• Early deletion override: firm owners may permanently delete a case and its data before the six-year period expires. This requires explicit confirmation and acknowledgement that early deletion may breach your record-keeping obligations. The Migrawise Parties are not responsible for any regulatory consequence of early deletion initiated by the firm.
• Account deletion overrides retention. If you ask us to delete your firm's account, the deletion is permanent and covers everything in the workspace after the thirty (30) day export window — including closed case files still inside their six-year retention window. Only the electronic-signature audit trail (with personal information removed) and our billing ledger survive. If your professional obligations require you to keep those records, you must export them before the window closes. See Section 20.

The Retention Schedule in our Privacy Policy is the single authoritative statement of retention periods. Where these Terms and that Schedule differ, the Schedule governs. Where two periods apply to the same information, the longer governs.

It is the practitioner's sole responsibility to ensure compliance with all applicable record-keeping obligations, and to verify the retention period that applies to their own practice. We provide tooling to support compliance; we do not guarantee compliance on your behalf. This Section survives termination of these Terms.

18. Limitation of Liability

To the maximum extent permitted by applicable law, and for the benefit of each of the Migrawise Parties:

• The Service is provided "as is" and "as available", without warranties of any kind, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement
• We do not warrant that the Service will be uninterrupted, error-free, or completely secure
• The Migrawise Parties are not liable for any indirect, incidental, special, consequential, exemplary or punitive damages, including loss of profits, revenue, data, goodwill or business opportunity
• Descriptions of the Service's architecture, security measures and features describe the measures we implement and maintain; they are not a guarantee of any particular outcome and create no warranty beyond those expressly given in these Terms

18.1 Specific exclusions

Without limiting the above, and to the maximum extent permitted by applicable law, the Migrawise Parties have no liability for:

• AI Output, or any act or omission of yours based on or influenced by AI Output, including any failure to perform the review required by Section 3.4
• The refusal, rejection, return, delay, withdrawal or abandonment of any application, or any finding of misrepresentation, inadmissibility or non-compliance affecting any person
• Any missed deadline or limitation period, or any reminder that was not sent, was sent late, or was displayed incorrectly
• Any complaint, investigation, audit, sanction, penalty, costs award or disciplinary proceeding brought by the CICC, a law society, IRCC, the Office of the Privacy Commissioner of Canada, or any other regulator
• Any claim by your client, by any applicant, or by any person to whom you gave access to the Service
• Loss of professional reputation or goodwill
• Any professional fee, disbursement or government charge that you or your client incurs, forgoes or must refund
• Data entered into any external system, including any government portal, through the Service

The exclusions and limitations in this Section apply however a claim is framed — in contract, tort (including negligence), equity, statute, restitution or otherwise — and whoever brings it, including any claim brought by or on behalf of your client.

18.2 Cap on liability

The total aggregate liability of the Migrawise Parties, collectively and not per party, for all claims arising out of or related to these Terms or the Service — whether in contract, tort (including negligence), under statute, or on any other basis — shall not exceed the greater of (a) the total fees you paid us in the twelve (12) months immediately preceding the first event giving rise to the claim, and (b) five hundred Canadian dollars (CAD $500).

This limit applies once, in the aggregate, to all claims. It is not multiplied by the number of claims, cases, users, clients, applicants or incidents, and where more than one User or claimant asserts claims arising from the same or related facts, it applies once, collectively, to all of them.

18.3 Agreed allocation of risk

You acknowledge and agree that: the fees charged for the Service — a flat per-case fee, no subscription, and a free first case — are set in express reliance on the disclaimers, exclusions and limitations in this Section; that those provisions are a fundamental and bargained-for allocation of risk between the parties, without which we would not make the Service available on these commercial terms or at these fees; and that they apply to all claims however arising and notwithstanding any fundamental breach, breach of a fundamental term, repudiation, or failure of the essential purpose of any limited remedy. You further acknowledge that you are a commercial party engaged in professional practice; that you have had the opportunity to obtain independent legal advice on these Terms; that you remain solely responsible for the professional advice you give and the applications you file; and that you are able to obtain, and are better positioned than we are to obtain, professional liability insurance covering the risks associated with your client matters.

18.4 Time limit for claims

Except for claims by us for payment of fees, no action arising out of or related to these Terms or the Service may be commenced more than one (1) year after the day on which the claim was discovered or ought reasonably to have been discovered, after which it is permanently barred. The parties agree that these Terms are a business agreement for the purposes of section 22 of the Limitations Act, 2002 (Ontario) and that no party to them is a consumer. This Section does not apply to any claim that cannot by law be subject to a shortened limitation period.

Nothing in these Terms excludes or limits any liability to the extent that liability cannot be excluded or limited under applicable law. This Section survives termination of these Terms.

19. Indemnification

You agree to indemnify, defend and hold harmless each of the Migrawise Parties from and against any claims, liabilities, damages, losses, fines, penalties and expenses (including reasonable legal fees and the reasonable value of internal time) arising out of or in connection with:

• Your use of the Service or any violation of these Terms
• Your violation of any applicable law, regulation, or professional code of conduct
• Any data or content you, your staff or your clients upload, store, or transmit through the Service
• Any claim by a third party (including your clients and any applicant) related to your use of the Service, your professional conduct, or your handling of their personal information
• Any claim, investigation or proceeding brought by a regulator or authority — including the CICC, a provincial or territorial law society, the Office of the Privacy Commissioner of Canada, IRCC, or the Canada Border Services Agency — arising out of your use of the Service, your professional conduct, or your handling of your clients' personal information
• Your reliance on, or your use, adaptation, saving, signature, filing or transmission of, any AI Output that you did not review and correct as required by Section 3.4
• Any submission, representation or filing made by you or on your behalf to IRCC, the Canada Border Services Agency, or any court, tribunal, regulator or other authority using content created, drafted, filled or stored in the Service
• Any breach of your representations in Section 11.9 (authority and consents for your clients' information)
• Your decision to delete case data before the expiration of its retention period, or to delete your account while records you are required to keep remain in it
• Any conduct described in Section 9 (Immigration Integrity & Prohibited Uses)
• Any misconfiguration of your SMTP, payment gateway, or other firm-level settings that results in data exposure or service failure

19.1 Procedure and control of defence

We will notify you promptly of any claim for which we seek indemnification, provided that a delay in notice relieves you of your obligations only to the extent you are materially prejudiced by it. We are entitled to control the defence and settlement of any such claim with counsel of our choosing, at your expense, and you will cooperate fully and provide the information and assistance we reasonably request. You may participate at your own cost with your own counsel. You may not settle any claim in a way that admits fault on the part of any Migrawise Party, imposes any obligation, payment or restriction on any Migrawise Party, or requires any payment by us, without our prior written consent.

19.2 Not subject to the liability cap

Your obligations under this Section are not limited by Section 18. This Section does not apply to the extent a claim arises from our own gross negligence or wilful misconduct. This Section survives termination of your account and of these Terms.

20. Suspension & Termination

20.1 Suspension

We may suspend your access to the Service, or to any feature of it, immediately and without prior notice, where: (a) any amount due to us is unpaid, declined, reversed, charged back or disputed; (b) we reasonably suspect a breach of Section 8 or Section 9, or fraudulent, abusive or unlawful use of the Service; (c) we reasonably believe suspension is necessary to protect the security, integrity or availability of the Service, or the data or accounts of any other firm; (d) your account or credentials are or may be compromised; (e) the professional authorization on which your account depends is suspended, revoked, expires or is not renewed; or (f) we are required or requested to suspend by law, by a court, or by a regulator.

We will tell you about a suspension as soon as reasonably practicable and will restore access promptly once the cause is resolved to our reasonable satisfaction. Suspension is not termination. It does not relieve you of any obligation to pay amounts owing, does not entitle you to any refund, credit, extension or service-level remedy, and gives rise to no liability of the Migrawise Parties to you or to any third party, including your clients. Where a suspension is not attributable to your act or omission and continues for more than fourteen (14) days, you may terminate under Section 20.2 and we will make your data available for export under Section 20.3.

20.2 Termination

• By you: you may cancel your account at any time through the Settings page or by contacting us. Because billing is a one-time fee per case, cancelling simply means you open no further cases; cases already opened and paid for remain accessible while your account is active.
• By us: we may terminate your account on thirty (30) days' notice for convenience, or immediately on notice where you are in breach of these Terms, where your professional credentials are revoked or lapse, where Section 9 applies, or where we discontinue the Service under Section 16.1. Suspension is governed by Section 20.1 and does not require notice.

20.3 Data after termination

For thirty (30) days following termination, your data remains available for export in standard formats — CSV for structured records such as contacts, cases and invoices, and original file formats for uploaded documents. After that window we delete your data in accordance with the Retention Schedule in our Privacy Policy.

Read this carefully. If you ask us to delete your firm's account, the deletion at the end of the thirty-day window is permanent and covers everything in the workspace — including closed case files still inside their six-year retention window, and their documents and backups of them. Only the electronic-signature audit trail (with personal information removed) and our billing ledger survive that deletion. Exporting the records your professional obligations require you to keep, before the window closes, is your responsibility. Where your account is terminated or suspended by us without a deletion request, records are retained on the schedule in the Privacy Policy, and you may contact us to arrange an export; we may charge a reasonable fee for exports requested more than twelve (12) months after termination.

Records we continue to hold remain subject to Section 11 and to the security measures described in our Privacy Policy, and are not used for any purpose other than meeting those retention obligations and responding to a lawful request.

21. Force Majeure

The Migrawise Parties are not liable for any failure or delay in performing obligations under these Terms where it results from circumstances beyond our reasonable control, including:

• Natural disasters, pandemics, or public health emergencies
• Acts of government, regulatory changes, or sanctions
• Internet or telecommunications infrastructure failures
• Cloud infrastructure outages (including AWS service disruptions)
• Cyberattacks, denial-of-service attacks, or other security incidents beyond our reasonable control
• Labour disputes, strikes, or supply chain disruptions

We will use reasonable endeavours to resume normal service promptly and to communicate the status of a disruption; that undertaking is one of reasonable endeavours only and creates no obligation as to timing or outcome.

A force majeure event does not excuse or suspend any obligation to pay amounts that were due before the event began, or that accrue in respect of services already delivered. Where a force majeure event prevents or materially impairs performance for more than sixty (60) consecutive days, either party may terminate these Terms on written notice without liability to the other in respect of the termination, and Section 20.3 applies to your data.

22. Governing Law, Disputes & Class Proceedings

22.1 Governing law and forum

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any dispute arising out of or in connection with these Terms is subject to the exclusive jurisdiction of the courts of the Province of Ontario, or the Federal Court of Canada where appropriate.

22.2 Good-faith negotiation first

Before initiating formal legal proceedings, both parties agree to attempt to resolve the dispute through good-faith negotiation for a period of at least thirty (30) days.

22.3 No class or representative proceedings

To the maximum extent permitted by law, each party may bring claims against the other only in its individual capacity, and not as a plaintiff, class member, or representative party in any purported class, collective, consolidated, coordinated or other representative proceeding. Neither party consents to the joinder or consolidation of the claims of more than one firm, User or client in any proceeding, and no court may consolidate such claims or preside over any form of representative proceeding without the written consent of both parties. If this Section is held unenforceable in respect of a particular claim, that claim is severed and heard individually in the courts identified in Section 22.1, and the remainder of this Section continues in full force in respect of all other claims.

22.4 Interim relief

Nothing in Section 22.2 prevents either party from applying at any time, without first completing the negotiation period, to a court of competent jurisdiction for an injunction or other interim, interlocutory or equitable relief necessary to protect its intellectual property, confidential information, data, or the security or integrity of the Service.

23. Your Clients, Third Parties & Our Relationship

23.1 Your clients are your clients

You are solely responsible for your professional relationship with your clients: for your retainer or service agreement with them, for the consents you obtain from them, for the advice you give, for the applications you prepare and file, and for the handling of their personal information within your workspace. We have no contractual, professional, advisory or fiduciary relationship with your clients, assume no duty of care toward them, and are not responsible for your representation of them. Access granted to a client through the client portal is access you grant, under your control, and creates no relationship between that client and us. You will not represent to any client or to any regulator that we are responsible for, have assumed any obligation in respect of, or have any professional role in, their matter.

23.2 No third-party beneficiaries

These Terms are solely between you and us. No other person — including any client, applicant, co-applicant, sponsor, dependant, employer, host, declarant, or any individual whose personal information you enter into the Service — is a party to these Terms, is an intended beneficiary of them, or has any right to enforce any provision of them.

23.3 Who the protections cover, and against what

The disclaimers, exclusions, limitations, releases and caps in these Terms are made for the benefit of, and may be relied upon and enforced by, each of the Migrawise Parties, and apply to any claim however framed — in contract, tort (including negligence), equity, statute or otherwise — and by whomever brought, including any claim brought by or on behalf of your client or any person to whom you gave access to the Service. You agree that any claim you may have arising out of or relating to the Service or these Terms will be brought only against Venusian Tech Inc., and not personally against any director, officer, shareholder, employee, contractor, agent, licensor or supplier of Venusian Tech Inc., and you release each of them from all such claims.

23.4 Flow-down to your retainer

Before you give a client access to the Service, or use AI Output in work for that client, you must ensure that your own retainer or service agreement with that client (a) discloses that you use a software platform with AI-assisted features and that content may be processed outside Canada, (b) states that you, and not the platform, are responsible for the accuracy and completeness of everything filed on their behalf, and (c) does not represent to the client that we owe them any duty or that we are responsible for the conduct of their matter. A specimen clause is available in the system "Retainer & Service Agreement" template; whether to adopt it, and how to adapt it to your professional obligations, is your decision and your responsibility.

23.5 Relationship of the parties

The parties are independent contractors. Nothing in these Terms, and no conduct of the parties, creates any partnership, joint venture, agency, fiduciary, employment or franchise relationship between them, and neither party has authority to bind the other. We are not an authorized representative of any applicant within the meaning of section 91 of the Immigration and Refugee Protection Act, we do not provide immigration advice, consulting or representation, and we do not review, supervise, or verify your work.

All communications transmitted through the Service to your clients or to any third party — including emails sent through your own or the platform's mail configuration, documents generated on your letterhead, letters, forms, portal messages and questionnaire requests — are your communications, made by you, in your name, and under your professional responsibility, notwithstanding that our software generated, formatted or transmitted them.

24. Assignment

You may not assign, transfer, charge, sublicense or otherwise deal with these Terms or any right or obligation under them, in whole or in part, whether voluntarily, by operation of law, or through any merger, amalgamation, reorganization or change of control of the Firm, without our prior written consent, which we will not unreasonably withhold where the successor is itself an authorized practitioner under Section 7. Any purported assignment or transfer without that consent is void and is a material breach of these Terms.

We may assign, transfer or novate these Terms, in whole or in part, without your consent and without notice, to an affiliate or in connection with a merger, amalgamation, reorganization, financing, or a sale of all or substantially all of our assets or of the Migrawise business, provided the assignee agrees to be bound by these Terms. You consent to the transfer of your account, your data, and personal information held on your behalf to the assignee or to a prospective assignee, under appropriate confidentiality and use restrictions, for the purpose of evaluating and completing that transaction and continuing to provide the Service.

Subject to this Section, these Terms bind and enure to the benefit of the parties and their respective successors and permitted assigns.

25. Entire Agreement & No Reliance

These Terms, together with the Privacy Policy and the pricing and case-opening confirmation presented to you in the Service, are the entire agreement between you and us in respect of the Service, and supersede all prior and contemporaneous proposals, quotations, demonstrations, presentations, marketing and website content, security or architecture descriptions, roadmap or forward-looking statements, responses generated by any in-product assistant or chat feature, and all other communications, whether oral or written.

You acknowledge that you have not relied, and are not relying, on any representation, warranty, statement, assurance, undertaking or promise that is not expressly set out in these Terms — including any statement made on our website, in marketing material, in a demonstration or trial, during onboarding, in help or support documentation, or in in-product copy — as to the capability, accuracy, completeness, output quality, regulatory sufficiency, or fitness for any purpose of the Service or of any AI Feature, and you waive any right or remedy in respect of any such representation. Nothing in this Section limits or excludes liability for fraudulent misrepresentation.

Any purchase order, vendor agreement, security addendum, questionnaire response, data processing addendum, master services agreement or other terms issued or proposed by you are expressly rejected and have no effect, and do not vary these Terms, notwithstanding any acknowledgement, signature or performance by us, unless set out in a written agreement signed by an authorized officer of Venusian Tech Inc. and expressly stated to amend these Terms.

If there is any conflict between these Terms and any other material describing the Service, these Terms prevail, subject to Section 1.7.

26. Notices

To you. We may give notice under these Terms by email to the address associated with your account, by notice displayed within the Service, or by prepaid post to the address you have provided. Notice by email or within the Service is deemed given and received on the day it is sent, and notice by post five (5) business days after mailing. You must keep the email address on your account accurate, current and actively monitored. Notice properly addressed is effective whether or not you read it; a bounce, delivery failure, spam filter or out-of-office reply does not invalidate it.

To us. Notice to us under these Terms must be in writing and sent to Venusian Tech Inc., Office 732, 145 1/2 Church Street, Unit 5, Toronto, Ontario M5B 1Y4, Canada, marked for the attention of Legal, with a copy by email to [email protected], and is deemed given on actual receipt at that address. A message sent to a support address, submitted through a support form, given verbally, or entered into any in-product chat, assistant or feedback feature, and any communication with an individual employee or contractor, is not notice for the purposes of these Terms — including any notice of termination, breach, dispute or claim.

This Section does not apply to routine operational and transactional messages, which either party may send by any reasonable means.

27. Severability, Waiver & Survival

Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions continue in full force and effect. The invalid or unenforceable provision is modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

No waiver; no variation by conduct. No failure or delay in exercising any right, power or remedy operates as a waiver of it, and no single or partial exercise precludes any further exercise. A waiver is effective only if in writing, signed by the party granting it, and expressly identified as a waiver, and applies only to the specific instance for which it is given. Our acceptance of a late, partial or disputed payment, our forbearance in enforcing any provision, and any accommodation, exception, credit, refund, discount or extension we grant do not waive that or any other provision, do not vary these Terms, and create no precedent, course of dealing, expectation or entitlement in respect of any future matter.

Survival. The following survive termination or expiry of these Terms, together with any other provision that by its nature is intended to survive: Section 1 (Acceptance, Parties & Versions), Section 3 (AI Features), Section 4 (No Warranty of Acceptance or Outcome; Deadlines), Section 8.1 (Input accuracy), Section 9 (Immigration Integrity & Prohibited Uses), Section 10 (Data Handling), Section 11 (Firm Data Addendum), Section 12 (Payment Terms, in respect of amounts accrued before termination and chargebacks), Section 13 (Intellectual Property & Feedback), Section 16.2 (backup obligation and data loss), Section 17 (Data Retention), Section 18 (Limitation of Liability), Section 19 (Indemnification), Sections 20.1 and 20.3 (effect of suspension; data after termination), Section 22 (Governing Law, Disputes & Class Proceedings), Section 23 (Your Clients, Third Parties & Our Relationship), Section 24 (Assignment), Section 25 (Entire Agreement & No Reliance), Section 26 (Notices) and this Section 27. Termination does not affect any right, remedy, obligation or liability that accrued before termination.

28. Changes to These Terms

We may update these Terms from time to time to reflect changes in our practices, features, or legal requirements. Each version carries a version number and an effective date, shown at the top of this page, and we record the version you accepted (Section 1.6).

• Material changes — changes that meaningfully affect your rights or obligations, our liability, fees, or the allocation of risk between us, including any change to Sections 3, 4, 5, 9, 11, 18, 19 or 22 — will be published with a new version number and effective date, and we will give at least thirty (30) days' advance notice by email to the address on your account and by notice within the Service. You will be asked to accept the updated Terms within the Service, and we will record that acceptance and its version. We may restrict access to the affected features until your acceptance is recorded.
• Non-material changes — clarifications, corrections, formatting, and updates to contact details or provider names that do not alter your rights or obligations — will be posted with a new version number and a revised "Last updated" date, without individual notice. Your continued use of the Service after the effective date constitutes acceptance of those changes.
• Urgent changes — where a change is required by law, by a regulator, or is necessary to address a security issue, it may take effect immediately. We will tell you as soon as we reasonably can and explain why.
• If you do not agree to updated Terms, you may terminate your account before the effective date and export your data under Section 20.3.
• The version you accepted, as recorded on your account, governs your use of the Service until you accept a later version, and the version in force at the time of the event giving rise to a claim governs that claim. We retain a copy of each published version and will provide it on request.

29. Contact

If you have any questions about these Terms of Service, please contact us at:

Venusian Tech Inc.
Office 732, 145 1/2 Church Street, Unit 5
Toronto, Ontario M5B 1Y4, Canada
General and billing: [email protected]
Legal notices: [email protected]
Privacy: [email protected]