Terms of Service

1. Parties, capacity, and acceptance

These Terms are between tonia inc. and the individual creating the account or the organization that individual represents.

tonia inc. Office: 20 boul. Charest O., Québec, Québec, G1K 1X2 Email: privacy@tonia.ca and vieprivee@tonia.ca Technological contact: support@tonia.ca

You must be an adult. If you use tonia personally, you contract in your own name. If you act for an organization, you represent that you have authority to bind it; the organization is responsible for its authorized members/users.

Contract language

The French Terms and related documents are remitted before contract formation. You may then expressly choose to be bound by English under Charter of the French language s. 55 (CQLR C-11) and, where applicable, Consumer Protection Act s. 26 (CQLR P-40.1).

The checkout records delivery of the French version, your selected language, each accepted document identifier, the date, and evidence of your express choice.

2. Documents and priority

The applicable documents are: signed order form/TSA; DPA for entrusted- processing conflicts; these Terms; Liability Notice; AUP/provider floors; Privacy/collection notices; and Cookie Policy.

A signed negotiated instrument prevails for negotiated terms. The DPA prevails for entrusted-processing conflicts. A statutory notice does not silently add a commercial obligation.

3. Services

Services may include the Website, customer Portal, tonia Chat, tonia Developer API, policy/DLP controls, your API keys or Managed routing, audit log/exports, optional retention features, and ordered professional services. An on-prem capability is activated only by a signed order form/TSA describing installation, operation, physical security, maintenance, and responsibilities. It is not represented as generally available.

4. Accounts, organizations, and security

You provide accurate information and protect credentials, sessions, API keys, and devices. Organizations manage member invitations, roles, keys, and policies and promptly remove unauthorized access.

Notify tonia without delay at security@tonia.ca of suspected unauthorized access. tonia may suspend compromised credentials to protect the service.

5. Your API keys and Managed access

With your API keys, you select and contract with the upstream provider and provide your credentials. In Managed, the provider participates in tonia's service chain and usage is measured under the ordered tier.

Amazon Bedrock remains available only with your API keys and AWS is your counterparty. The Alibaba Cloud Model Studio exception remains limited to tonia's recorded model group.

No particular model/version/capability is guaranteed indefinitely. A successor/same-family substitution within a tier may occur where the TSA allows. A tier or communication-posture change requires the authorization specified by contract.

6. Policies, DLP, and content responsibility

You determine whether submitted content is lawful, authorized, and appropriate. An organization determines purposes and secures required authorization from users and individuals.

Configured controls do not understand intent; undetected information may be transmitted; redaction does not prove absence of personal information; a refusal is not legal advice; and no refusal is not confirmation of compliance. Technical limits are detailed in the Liability Notice.

7. Acceptable use

You must not violate law/rights/confidentiality, submit unauthorized content, bypass access/policy/DLP/audit controls, compromise or disrupt the service, share credentials contrary to the tier, use the service for abuse/fraud/ malware/harm, falsify authorization evidence, or violate mandatory provider rules.

The AUP incorporates applicable provider restrictions as a minimum floor.

8. Content, instructions, and limited licence

As between the parties, you retain rights in submitted content subject to law and third-party rights. You grant tonia a limited, non-exclusive, temporary licence to host, copy, transform, transmit, and process content only to provide, secure, and support ordered services.

tonia does not use your content for model training, sale, or targeted advertising.

9. AI outputs

Subject to law/provider terms, tonia assigns any rights it can assign in an output to you. Outputs may be inaccurate, incomplete, non-unique, third-party protected, or unsuitable. Apply appropriate human review before important, professional, legal, medical, financial, or regulatory use.

Model output is not legal, medical, accounting, financial, or other professional advice from tonia.

10. tonia property and feedback

tonia retains rights in its software, architecture, documentation, marks, generic policies, controls, and improvements that are not your content.

You may provide feedback. You grant tonia a non-exclusive, worldwide, royalty-free licence to use that feedback to improve its services without identifying you or using your entrusted content. tonia may not use your name, logo, or testimonial in publicity without your written consent.

11. Fees, taxes, and payment

Fees, currency, taxes, credits, limits, billing date, and term are disclosed before order or in the order form. An external provider processes payment; tonia retains account/transaction references without naming that provider in these Terms.

A trial, proration, overage, credit, or refund applies only when displayed before order or stated in the order form. Service credits are not redeemable for cash unless law requires otherwise. For payment default, tonia gives notice and a reasonable cure period before suspension, except for fraud or security risk. Legally required refunds remain available.

12. Distance and consumer contracts

Where an individual contracts for personal use and Quebec's Consumer Protection Act applies, tonia provides required pre-contract information, including merchant identity/address, description, total price, payment, cancellation/refund terms, and relevant restrictions. A contract copy is sent within mandatory time.

These Terms do not restrict statutory cancellation/refund rights.

For a distance contract, tonia sends a written contract copy within 15 days after formation. The copy repeats the information presented before order. You may exercise cancellation, refund, or chargeback rights under Consumer Protection Act ss. 54.8–54.13 (CQLR P-40.1) by writing to support@tonia.ca. Where ss. 214.1–214.6 apply to an ordered service, their renewal, notice, cancellation, and refund rules prevail over conflicting terms.

13. Renewal and cancellation

Renewal/cancellation terms are disclosed before order and in the receipt/order form. Organization cancellation follows its order. Consumers retain mandatory rights, including applicable remote-service rights. tonia does not renew a fixed-term contract contrary to mandatory law.

14. Confidentiality

Each party protects the other's confidential information and uses it only to perform the contract. Exclusions cover information lawfully public, lawfully received, independently developed, or legally required to be disclosed. Advance notice is given where legally permitted.

15. Personal information

The Privacy Policy covers tonia's own purposes. For organization-entrusted information, the TSA/DPA allocate roles under Bill 25, s. 18.3 (CQLR P-39.1). The applicable provider list is delivered with the DPA schedule, not through a public register.

16. Service and provider changes

tonia may improve/modify the service and gives required notice before a material reduction or processing-posture change.

If a Managed provider materially weakens retention, sub-processing, or government-access posture, tonia suspends the affected route within 24 hours under the applicable TSA and notifies the Customer. This commercial commitment is not a statutory incident deadline.

17. Suspension and termination

tonia may suspend access as reasonably necessary for security risk, prohibited use, payment default, or material breach. Except in urgency, tonia gives notice and reasonable cure opportunity.

Termination follows the order, Terms, and mandatory rights. Contract-end export, return, destruction, and retention exceptions follow the DPA Schedule 4.

18. Availability and warranties

tonia provides the service with reasonable care. Unless expressly agreed, it does not warrant uninterrupted/error-free operation or permanent availability of a model. No exclusion limits a mandatory warranty or consumer protection.

19. Indemnity

This section applies only to organization Customers.

The Customer protects tonia against a third-party claim arising directly from content supplied without rights, an unlawful instruction, or intentional use contrary to these Terms. tonia protects the Customer against a third-party claim that the tonia software, used as contracted, infringes a Canadian intellectual-property right.

The protected party gives prompt notice, allows reasonable control of the defence, and cooperates. No settlement may impose an admission, non-monetary obligation, or payment on the protected party without consent. This section does not apply to a consumer.

20. Liability

Subject to a signed TSA and mandatory law, tonia's aggregate liability is limited to fees paid in the 12 months preceding the event.

The limit cannot exclude/limit liability for bodily or moral injury or for material injury caused by intentional or gross fault under Civil Code of Québec art. 1474.

For a consumer, tonia's liability remains governed by mandatory law. No cap or exclusion applies where it would be prohibited or abusive, including under Civil Code of Québec arts. 1379 and 1435–1437.

21. Governing law and disputes

Quebec law governs without depriving a consumer of mandatory protection. Before proceedings, the parties attempt good-faith written resolution for 30 days, except urgency/mandatory recourse.

For an organization Customer, the courts of the judicial district of Québec have jurisdiction. A consumer may bring a claim before the court competent under law. These Terms impose neither mandatory arbitration nor a venue prohibited by Consumer Protection Act ss. 11.1 and 19.

22. Changes and re-acknowledgment

A material Terms, Liability Notice, or incorporated-DPA change receives a new version/effective date and triggers Portal re-acknowledgment. A version id is never reused for materially different text.

No unilateral change applies contrary to Consumer Protection Act s. 11.2.

23. General

Contract notices are sent to the account email or the address in the order form. You must keep that address current.

You may not assign the contract without tonia's written consent, except in a reorganization that does not weaken your obligations. tonia may assign it in a reorganization or sale of its business, with notice where law requires.

Neither party is responsible for delay caused by an event reasonably outside its control, except a payment obligation already due.

If a provision is invalid, the others remain effective. A waiver must be in writing and applies only to the stated case. Provisions that must survive by their nature—including confidentiality, ownership, liability, evidence, and destruction—survive.

The documents delivered under §2 form the entire agreement on their subject. No external document binds you unless properly delivered or incorporated. Mandatory rights remain unchanged.