Terms of Service

Draft — not yet in force. This document has been drafted but not reviewed by a lawyer, and it still contains unfilled details. It does not govern any engagement until that review is complete and this notice is removed.

Last updated: TODO: [FILL: effective date — the day this goes live, not the day it was drafted]

1. Who these terms are between

These terms are an agreement between you and TODO: [FILL: registered legal entity name — must match the Stripe account character for character], a sole proprietorship carrying on business in Ontario, Canada, trading as Eternafuse ("Eternafuse", "we", "us"). "You" means the person or business agreeing to these terms.

Our contact details are in section 16.

2. Acceptance

You accept these terms by doing any of the following: using this website, submitting an enquiry through it, accepting a written quote or statement of work from us, or using a payment integration we have set up for you.

If you do not accept these terms, do not use the site or our services.

Where we have signed a separate written agreement, statement of work, or quote with you, that document governs anything it covers and these terms cover the rest. If the two conflict, the signed document wins.

3. The services we provide

Eternafuse builds and maintains business systems for small businesses. In broad terms:

• Automation — booking systems, scheduling dashboards, notifications, and workflows that replace tasks currently done by hand.
• Websites — sites that take bookings, including availability, approval, and confirmation flows.
• Payments — setting up and integrating card payments so that you are paid into your own account. See section 5, which is the part that matters most.

What we will build for you, what it costs, and when it is delivered are set out in the quote or statement of work for your engagement, not here. Nothing on this website is an offer capable of acceptance, and nothing here obliges us to take on any particular piece of work.

4. Quotes, fees, and payment

• Fees are quoted in writing before work begins. Prices shown on this website are indicative starting points, not quotes.
• All amounts are in Canadian dollars unless the quote says otherwise.
• Invoices are payable within 14 days of the invoice date.
• Where an engagement includes a build fee and an ongoing monthly amount, the build fee is invoiced half on acceptance of the quote and half on delivery, and the monthly amount is invoiced monthly in advance until cancelled under section 13.
• We charge no interest on overdue amounts. We may instead suspend work and access under the last point in this section until the account is settled.
• Fees exclude taxes. You are responsible for any sales tax, HST, GST, VAT, or equivalent that applies to you, and for any third-party costs (domains, hosting, software subscriptions) unless the quote says we cover them.
• We may suspend work or access to a system while an invoice is materially overdue, after giving you notice.

5. Payment processing and Stripe

This section applies where we set up or operate card payments for you.

We are a payments platform, not a payment processor and not a bank. Card payments are processed by Stripe, Inc. and its affiliates ("Stripe") through Stripe Connect. Eternafuse operates the platform account; you accept payments through your own connected Stripe account.

Your money is yours and it does not pass through our hands. Funds from your customers settle into your own connected Stripe account on Stripe's payout schedule and are paid out to your own bank account. We do not hold, control, or have the ability to move your funds.

You contract with Stripe as well as with us. Before you can accept payments you must accept the Stripe Connected Account Agreement and complete Stripe's identity and business verification. That agreement is between you and Stripe. We cannot vary it, and we are not responsible for Stripe's decisions under it — including a decision to decline, restrict, suspend, or close your account, or to hold or reverse funds.

What we charge. Our fees for payments work are:

• a one-time setup fee, quoted before work begins;
• a platform fee of 1% of each transaction processed through your connected account, collected automatically by Stripe at the time of the transaction;
• no monthly fee.

What Stripe charges. Stripe charges its own processing fee on each transaction, separately from ours, at Stripe's published rates. We do not set those rates, we do not receive any part of them, and they may change. Stripe publishes its current rates for each region at stripe.com/pricing; we do not restate them here, because a restated rate goes stale and becomes an undisclosed cost.

What you are responsible for. You, not Eternafuse, are the merchant of record for every transaction. You are responsible for the goods or services you sell, for your own refund and cancellation policy, for responding to disputes and chargebacks and for their cost, for the accuracy of your descriptors and receipts, and for all taxes on your sales.

Prohibited and restricted businesses. You may not use a payment integration we build for any business Stripe prohibits or restricts. If your business falls into a restricted category, tell us before we build anything. We may stop operating an integration immediately if we reasonably believe it is being used for a prohibited business, for fraud, or in breach of Stripe's rules or the card network rules.

6. Your responsibilities

To do our job we need things from you. You agree to:

• give us accurate business information, and keep it current;
• provide content, access, credentials, and approvals within a reasonable time when we ask for them;
• hold the accounts and licences the system depends on in your own name where we tell you that is necessary;
• keep your own credentials secure, and tell us promptly if you think they have been compromised;
• use anything we build lawfully, and not use it to send messages that breach Canada's anti-spam legislation or the equivalent law where your customers are.

If a delay is caused by something we are waiting on from you, timelines move and any fixed-fee scope may need to be requoted.

7. Third-party services

The systems we build sit on top of services we do not control — including Stripe, Supabase, Vercel, n8n, email and messaging providers, and whatever else an engagement calls for. Those services have their own terms, their own prices, and their own outages. We choose them carefully and we integrate them properly, but we do not warrant them and we are not liable for their acts, omissions, downtime, price changes, or discontinuation.

Where a third-party service is billed to you directly, that bill is yours.

8. Intellectual property

• Your material stays yours. Content, data, trade marks, and business material you give us remain yours. You grant us a licence to use them for the purpose of doing the work.
• Delivered work becomes yours. On payment of all amounts due for an engagement, we assign to you the custom code, configuration, and content we produced specifically for you under it.
• Our tools stay ours. We keep ownership of everything we bring to the work — our own libraries, templates, patterns, know-how, and anything developed independently of your engagement. Where delivered work contains any of it, you get a perpetual, non-exclusive, royalty-free licence to use it as part of that work.
• Open source stays open source. Third-party and open-source components keep their own licences, which are unaffected by anything above.
• Portfolio use. We may describe the work we did in general terms. We will name you, show your branding, or link to your site only with your written agreement, and we will stop if you withdraw it. This matches what our own site does: one client is named because they agreed, and the others are described without being identified.

9. Confidentiality

Each of us may learn things about the other's business that are not public. Neither of us will disclose the other's confidential information, or use it for anything other than the engagement, except where disclosure is required by law. This obligation continues after the engagement ends.

Personal information is handled under our Privacy Policy, which forms part of these terms.

10. Warranties and disclaimers

We warrant that we will perform the services with reasonable skill and care, and that the work we deliver will materially do what the quote or statement of work says it does.

Beyond that, and to the fullest extent the law allows, the services and anything delivered are provided "as is". We do not warrant that any system will be uninterrupted or error-free, that it will meet a requirement not written into the quote, or that any third-party service it depends on will remain available.

We give no guarantee of business results. Nothing on this website or in any conversation is a promise of bookings, revenue, conversion, or growth.

Nothing in these terms excludes a right or guarantee that cannot lawfully be excluded, including under applicable consumer protection legislation.

11. Limitation of liability

To the fullest extent the law allows:

• Neither party is liable to the other for indirect, incidental, special, or consequential loss, or for loss of profit, revenue, business, goodwill, data, or anticipated savings, however caused.
• Our total aggregate liability arising out of or in connection with an engagement is limited to the total fees you paid us under that engagement in the twelve months before the claim arose.
• We are not liable for loss caused by a third-party service (section 7), by something you or your staff did to a system we handed over, or by your failure to keep a backup where we told you one was your responsibility.

These limits do not apply to fraud, fraudulent misrepresentation, or anything else that cannot lawfully be limited.

12. Indemnity

You will indemnify us against claims, losses, and reasonable costs arising from the goods or services you sell, from content or data you gave us, from your use of a payment integration in breach of section 5, or from your breach of these terms.

13. Term and termination

• Project work runs until the work in the quote is delivered and paid for.
• Ongoing work (monthly retainers, maintenance, hosting, payment operation) continues month to month until either of us cancels it on thirty days' written notice.
• Either of us may terminate immediately, by written notice, if the other materially breaches these terms and does not fix the breach within fourteen days of being asked to, or becomes insolvent.

On termination: you pay for work performed and costs committed up to that date; we hand over the material you own under section 8; we stop operating any payment integration and any ongoing service. Sections 8 to 12, 15, and this sentence survive termination.

Terminating an engagement with us does not close your Stripe account or your relationship with Stripe, which is yours and continues under your agreement with them.

14. Changes

We may change the services, and we may change these terms. If we change these terms materially we will update the date at the top and, for clients with an ongoing engagement, tell you before the change takes effect. Continuing to use the services after that is acceptance of the change.

Changes do not apply retroactively to work already quoted or delivered.

15. Governing law

These terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. The courts of Ontario have non-exclusive jurisdiction over any dispute.

Jurisdiction is non-exclusive rather than exclusive on purpose: some of our clients are in Saint Lucia, and an exclusive Ontario clause would require them to litigate a small dispute in another country, which is neither fair nor practical.

16. Contact

• Legal entity: TODO: [FILL: registered legal entity name]
• Address: TODO: [FILL: business address — must match the Stripe account]
• Email: TODO: [FILL: business email on the eternafuse.ca domain]
• Phone: 647-546-0089