Terms of service

These terms are an agreement between [Kelwick legal entity] ("Kelwick", "we") and the company that opens a workspace ("you", the "Customer"). The person who opens the workspace confirms they can bind that company.

They cover the Kelwick application, the website, and any support we provide. If we sign a separate order form or master agreement with you, that document wins where the two conflict.

Kelwick connects to the ERP you already run (currently Epicor Eclipse) and to mailboxes you authorize. It reads what is there, prepares work such as bids, matches, acknowledgment reviews, suggested fixes and change sets, and answers questions about your data.

Kelwick writes to your ERP only when a person with the right access in your workspace approves a named action. Every write is logged in the Timeline with what changed and who approved it (or, for a workflow an Admin set to run on its own, the workflow that made it). Some writes can be reverted from Kelwick for a stated period; where a revert is offered it is a best-effort reversal of the fields Kelwick changed, not a restore of your ERP.

Kelwick does not replace your ERP's own permissions. A user cannot do more through Kelwick than their ERP login allows.

You decide who joins your workspace and what each person can do. You are responsible for what your users do in Kelwick and for keeping their sign-ins to themselves.

Admins can remove users, change access, export the workspace and delete it. We act on instructions from your Admins and treat them as coming from you.

Tell us promptly at [security email] if you believe an account has been used without permission.

Customer Data means anything Kelwick reads from your ERP, your mailboxes or files you upload, and anything your users enter. It belongs to you. You grant us the right to process it only to provide and support the service, as described in the Privacy policy.

• We do not use Customer Data to train models, ours or anyone else's.
• We do not sell Customer Data or share it with third parties other than the subprocessors listed on the Security page, who process it on our instructions.
• You can export your workspace at any time from Settings. Deleting the workspace removes Customer Data from live systems within 30 days and from backups within 90.

You are responsible for having the right to give us this data, including under any agreement with your ERP vendor and any obligations to your own customers and employees.

Use Kelwick for your own business operations. Do not use it to build a competing product, to probe or overload the service, to process data you are not entitled to, or in a way that breaks the law or your ERP vendor's terms.

Do not remove notices or attempt to extract our models, prompts or source. Do not resell access without a written agreement with us.

Plans are billed monthly or annually in advance at the price shown on the Pricing page or in your order form. Each plan includes a monthly credit allowance; credits are used for AI actions, meaning work Kelwick finishes for you (some of it written by AI). Credits are used only for the AI actions listed on the Pricing page, and each one is shown in the Timeline.

• Credits reset on your billing date and do not roll over.
• If you use more than your allowance, work carries on and the extra credits are billed on your next invoice at your plan's rate per credit. We tell your Admins at 80 percent of the allowance and again when it is passed.
• Add-ons, such as Kelwick Agent, are billed with your plan. Extra Ask questions, if an Admin turns them on, are billed in arrears on the next invoice at the published rate.
• You can change plans at any time. Upgrades take effect at once and are prorated; downgrades take effect at the next billing date.

Prices exclude taxes. We may change prices with 30 days' notice; the change applies from your next billing date after the notice period.

Late payment may lead to suspension after 14 days' notice. We will not delete your data for non-payment without a further 30 days' notice.

A trial or walkthrough workspace is for evaluation. It may be limited in size, time or features and may be deleted when it ends. These terms apply to it in full, except that the service is provided with no commitment on availability.

Kelwick produces drafts, suggestions, matches, answers and change sets using automated systems, including large language models. They can be wrong, incomplete or out of date. Kelwick shows its reasoning and the evidence so a person can check. You agree that a qualified person at your company reviews output before relying on it or writing it to your ERP, and that you remain responsible for decisions made with it.

Kelwick is not accounting, legal or tax advice, and an answer from Ask is not a certified report.

We aim for the service to be available at all times outside announced maintenance, and we publish current status at [status page]. Support is by email during [hours]. Service credits, if any, are set out in your order form.

Kelwick depends on your ERP, your mail provider and the subprocessors listed on the Security page. We are not responsible for their outages, but we will tell you when one affects you.

Kelwick, its models, prompts, designs and documentation are ours or our licensors'. You get a non-exclusive right to use them during your subscription. Feedback you give us may be used without obligation.

Output produced for you from your Customer Data is yours to use. Where output includes material we supply generally, such as templates, you may use it within Kelwick and in your own business.

Each side will keep the other's non-public information confidential and use it only for this agreement. This survives for three years after the agreement ends, and for Customer Data for as long as we hold it.

We promise the service will work materially as described on the website and in documentation, and that we will provide it with reasonable skill and care. Beyond that, the service is provided as is. We do not promise that output is accurate, that the service is uninterrupted, or that it meets a particular requirement of yours.

Neither side is liable to the other for indirect, consequential or special loss, or for lost profit, revenue or data, except where the law does not allow that limit. Each side's total liability under this agreement in any twelve months is capped at the fees you paid us in those twelve months.

These limits do not apply to a breach of confidentiality, to misuse of the other side's intellectual property, to amounts you owe us, or to anything that cannot be limited by law.

You can cancel by writing to us. Your subscription runs to the end of the paid period and is not refunded for the remainder, unless we have materially breached and not fixed it within 30 days of your notice.

We can end the agreement on 30 days' notice, or at once if you materially breach these terms and do not fix it within 14 days of our notice, or if you stop paying after the notices in section 6.

When the agreement ends, you keep the right to export for 30 days. Then we delete as described in section 4.

We may update these terms. For material changes we give Admins 30 days' notice by email and in the app. If you continue using Kelwick after that date, the new terms apply. If you do not agree, you may cancel before then and we will refund any prepaid period after the cancellation date.

These terms are governed by the laws of [State], and the courts of [County, State] have exclusive jurisdiction, except that either side may seek an injunction anywhere to protect its intellectual property or confidential information. Before starting a claim, each side agrees to raise the matter in writing and spend 30 days trying to resolve it.

[Kelwick legal entity], [address]. Legal notices to [legal email]. Security matters to [security email]. Everything else to [support email].