Terms of Service

1. Who we are and agreement to these Terms

InkFlow (the "Platform" or "Service") is a cloud-based scheduling and studio management application developed and operated by CETEA Consulting Inc., an Ontario corporation ("Cetea", "we", "us", or "our"). Our contact details are in Section 22.

These Terms of Service (the "Terms") are a binding agreement between Cetea and the business that registers for, or uses, the Platform (the "Studio", "you", or "your"). By creating an account, ticking the acceptance box at sign-up, or otherwise accessing or using the Platform, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Platform.

If you create an account or use the Platform on behalf of a business, you represent that you have authority to bind that business to these Terms, and "you" refers to both you personally and that business. Each person who is invited to join a Studio's account (for example, an owner, admin, front-desk staff member, or artist) must also accept these Terms, and the Studio is responsible for all activity carried out under its account by its staff.

2. Definitions

3. Eligibility and accounts

The Platform is offered to businesses only and is not intended for personal, family, or household use. You must be at least 18 years old and legally able to enter into contracts to create an account or be a User.

You are responsible for keeping login credentials confidential, for restricting access to authorized staff, and for all activity that occurs under your Account, whether or not you authorized it. Tell us promptly at the address in Section 22 if you believe an Account has been compromised. We may rely on instructions received from any login on your Account.

You must provide accurate and complete registration and business information and keep it up to date. We may suspend or refuse Accounts that we reasonably believe are fraudulent, abusive, or in breach of these Terms.

4. The Service and the best-effort basis

Subject to these Terms, Cetea grants the Studio a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform as a hosted service, during the term of its Subscription, for the Studio's own internal business operations. No other rights are granted. You do not acquire any ownership interest in the Platform, its source code, or any related materials.

Everything we provide is on a best-effort basis. Cetea is an independent software company with a small team. We will use commercially reasonable efforts to keep the Platform available, to answer support requests by email, and to address defects, but:

Artist payouts, settlements, and reports produced by the Platform are records and calculations only. The Platform does not disburse funds to your staff, does not file anything with any tax authority, and is not accounting, tax, or legal advice. You are responsible for verifying every figure you rely on.

5. Beta, early-access, and separately agreed terms

We may label some features, or the whole Platform, as beta, preview, early access, or similar. Such features are pre-release software that may contain defects, incomplete functionality, and breaking changes, and may be modified or withdrawn at any time. Everything in Sections 14 and 15 applies to them with particular force.

If the Studio and Cetea have signed a separate written agreement, schedule of work, or order form covering the Platform, that document governs to the extent it conflicts with these Terms, for the period and scope it covers. These Terms apply to everything the separate document does not address.

6. Subscriptions, fees, and taxes

Plans and prices. Subscription plans and their prices are published on our website or agreed with you in writing. Prices are stated in Canadian dollars or United States dollars as indicated for your plan. We may change plan prices or introduce new plans at any time. For a Subscription already in progress, a price increase takes effect at the start of the next billing period that begins at least 30 days after we notify you by email or in the Platform.

Billing. Subscriptions are billed in advance, monthly or on the interval shown for your plan, through Stripe. By starting a paid Subscription you authorize Cetea and Stripe to charge your payment method on a recurring basis until you cancel. Subscriptions renew automatically at the end of each billing period. We do not store your card details; Stripe does.

Taxes. Prices exclude taxes. Harmonized Sales Tax, Goods and Services Tax, provincial sales taxes, state sales taxes, and any other applicable taxes, duties, or levies will be added to your invoice where we are required to collect them, based on the billing address you provide. You are responsible for keeping that address accurate and for any taxes we are not required to collect.

Trials and promotions. We may offer free trials, promotional codes, or discounted pricing. Any such offer is subject to its stated conditions, may be limited to one per Studio, and may be withdrawn or changed at any time. Unless the offer says otherwise, a trial converts to a paid Subscription at the then-current price when the trial ends.

Cancellation and refunds. You may cancel your Subscription at any time through the billing portal in the Platform or by emailing us. Cancellation takes effect at the end of the current billing period. Fees already paid are non-refundable, and we do not prorate or refund partial periods, unused time, or unused seats, except where required by law.

Non-payment. If a payment fails, Stripe will retry it. If it remains unpaid we may suspend or terminate your Account. You remain responsible for any amounts owing.

7. Payments to your Studio through Stripe

The Platform lets you take deposits and other payments from your Customers. These payments are processed through the Studio's own Stripe account, which you must create, verify, and maintain, and for which you must accept Stripe's terms of service, including the Stripe Connected Account Agreement. Stripe's processing fees on those transactions apply to your Stripe account and are your responsibility.

Cetea is not a payment processor, money services business, or money transmitter. We do not hold, control, or take custody of your funds or your Customers' funds, and we are not a party to the relationship between you and Stripe or between you and your Customers. Any onboarding, verification, payout, chargeback, dispute, refund, or account issue with Stripe is solely between you and Stripe. You are responsible for your own refund and cancellation policies toward Customers and for honouring them.

8. Your responsibilities

You agree to:

9. Acceptable use

You must not, and must not allow anyone else to: (a) copy, modify, translate, reverse engineer, decompile, or create derivative works of the Platform; (b) resell, sublicense, rent, lease, or otherwise make the Platform available to any third party, or use it to operate a service bureau; (c) access the Platform through automated means other than the interfaces we provide, or scrape, probe, or load-test it; (d) interfere with the security, integrity, or performance of the Platform or of any other tenant; (e) attempt to access another Studio's data; (f) upload malicious code or unlawful, infringing, or defamatory content; (g) use the Platform to send unsolicited commercial messages in breach of applicable law; or (h) remove or obscure any proprietary notice.

10. Your data

Ownership. As between you and Cetea, you retain all rights to Client Data. You grant Cetea a non-exclusive, worldwide, royalty-free licence to host, store, process, transmit, display, and back up Client Data solely to provide, maintain, secure, and improve the Platform and to comply with law. We may use anonymized, aggregated usage data that does not identify you or any individual to operate and improve the Platform.

Where data is stored. At the time these Terms took effect, Client Data is stored and processed on infrastructure operated by our hosting providers in the United States, with content delivery, email, error monitoring, and payment services provided by other third parties in the United States and the European Union. Our Privacy Policy lists the providers. Locations may change as we change providers, and we may move data between regions and providers without notice. By using the Platform you consent to Client Data being transferred to, stored in, and processed in those locations.

No guarantee of security or durability. We use reasonable technical and organizational measures appropriate to a business of our size, but we make no promise that Client Data will be secure, retained, or recoverable. Data may be lost, corrupted, reset, or migrated. Section 8 requires you to keep your own backups for this reason.

Export and deletion. While your Subscription is active you may export Client Data using the tools in the Platform. Following termination or expiry of your Subscription we will use reasonable efforts to keep Client Data available for export in a commercially reasonable format such as CSV for 30 days, after which we may delete it without further notice. We may also delete or anonymize Client Data at any time where required by law or where we believe it was collected in breach of these Terms.

Customers' data. Personal information about your Customers that you or they enter into the Platform is collected by you and processed by us on your behalf. You are the party responsible for it under privacy law, and you must direct your Customers' access, correction, and deletion requests. We will assist with such requests to the extent we reasonably can.

11. Third-party services

The Platform is built on and depends on infrastructure and services supplied by third parties, including cloud hosting, database, authentication, content delivery, email delivery, error monitoring, and payment services. The availability, performance, security, and continuity of the Platform depend on those services, which are outside our control. We make no representation, warranty, or guarantee about any third-party service, and your use of Stripe and any other third-party service is governed by that provider's own terms.

12. Intellectual property and feedback

All right, title, and interest in and to the Platform, including all software, designs, documentation, templates we supply, trademarks, and derivative works, remain exclusively with Cetea and its licensors. "InkFlow" and the InkFlow logo are marks of Cetea. Nothing in these Terms transfers any intellectual property to you.

If you or your Users provide suggestions, bug reports, feature requests, or other feedback about the Platform ("Feedback"), you grant Cetea a perpetual, irrevocable, worldwide, royalty-free licence to use, modify, and incorporate that Feedback into the Platform and other products without any obligation to you.

13. Confidentiality

Each party will keep the other party's non-public information confidential and will not disclose it except to its own staff and advisers who need to know it, as necessary to perform under these Terms, or as required by law. Non-public information about the Platform's features, roadmap, pricing arrangements, performance, or deficiencies is Cetea's confidential information. This Section survives termination.

14. Disclaimer of warranties

THE PLATFORM, ALL SERVICES, AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE", ON A BEST-EFFORT BASIS, WITHOUT WARRANTY, CONDITION, OR REPRESENTATION OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CETEA DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CETEA MAKES NO WARRANTY THAT THE PLATFORM WILL BE AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA WILL BE RETAINED, BACKED UP, OR RECOVERABLE; OR THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS. NO ADVICE OR INFORMATION OBTAINED FROM CETEA CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you. In that case the exclusions apply to the fullest extent permitted by law.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT WILL CETEA OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) CETEA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, FOR ALL CLAIMS TOGETHER AND IN ALL CIRCUMSTANCES, WHETHER DURING OR AFTER YOUR SUBSCRIPTION, WILL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS (CAD $100.00), REGARDLESS OF THE AMOUNT OF FEES YOU HAVE PAID; (C) THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF STATUTORY DUTY, OR OTHERWISE, AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE; AND (D) WHERE APPLICABLE LAW DOES NOT PERMIT A LIMITATION ABOVE, CETEA'S LIABILITY IS LIMITED TO THE FULLEST EXTENT THAT LAW PERMITS.

You acknowledge that the fees reflect this allocation of risk and that Cetea would not provide the Platform on these terms without it.

16. Indemnification

You will defend, indemnify, and hold harmless Cetea and its directors, officers, employees, contractors, and agents from and against any claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your or your Users' use of the Platform; (b) Client Data, including any claim that it infringes or violates the rights of a third party or was collected without proper consent; (c) your breach of these Terms or of applicable law; (d) your payment processing activities, your Stripe account, and any dispute with a Customer; or (e) services performed by you or your staff on your Customers in connection with appointments managed through the Platform, including any injury or claim arising from tattooing, piercing, or other services.

17. Term, suspension, and termination

These Terms apply from the moment you first accept them or use the Platform and continue until your Account is closed and your Subscription has ended.

You may stop using the Platform and cancel your Subscription at any time as described in Section 6. We may suspend or terminate your Account or any User's access, in whole or in part, immediately and without liability if: you breach these Terms; your Subscription is unpaid; we reasonably believe your use poses a security, legal, or reputational risk to us, the Platform, or others; we are required to by law; or we discontinue the Platform. Where practicable we will try to give notice, but we are not obliged to.

On termination or expiry, your and your Users' right to access the Platform ends. The data export provisions of Section 10 apply. Sections 6 (as to amounts owing), 10, 12, 13, 14, 15, 16, 20, and 21, and any other provision that by its nature should survive, survive termination.

18. Force majeure

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, pandemics, internet or telecommunications outages, failures of third-party cloud, email, or payment services, cyber-attacks, government actions, or labour disputes. Your payment obligations are not excused by this Section.

19. Changes to these Terms

We may revise these Terms from time to time. When we make a material change we will post the updated Terms at this address, update the effective date and version, and use reasonable efforts to notify the owner-level contact for your Account by email or a notice in the Platform at least 15 days before the change takes effect, unless the change is required by law or is needed to address a security or legal risk, in which case it may take effect immediately. Your continued use of the Platform after the effective date of a change means you accept the revised Terms. If you do not accept them, you must stop using the Platform and cancel your Subscription before they take effect.

20. Governing law and dispute resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first try to resolve any dispute arising out of or relating to these Terms or the Platform through good-faith negotiation for at least 30 days after one party gives the other written notice of the dispute. If that fails, the dispute will be finally resolved by binding arbitration administered by the ADR Institute of Canada under its Arbitration Rules, before a single arbitrator, conducted in Toronto, Ontario, in English. Judgment on the award may be entered in any court of competent jurisdiction.

EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY DISPUTE COVERED BY THIS SECTION.

Notwithstanding the above, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information, and Cetea may bring a claim for unpaid fees in the courts of Ontario or in the small claims court of the jurisdiction where you are located.

21. General

22. Contact

CETEA Consulting Inc.
Toronto, Ontario, Canada
Email: ceteasystems@gmail.com