Terms and Conditions
Delta Sierra Inc.
Last updated: October 29, 2026
Contact: info@deltasierra.co
Application of this version: See Section 2.
Please read these Terms carefully. They govern access to the Services and contain important restrictions, warranty disclaimers, exclusions of damages, and a limit on liability, particularly in Sections 6, 12, and 19–21. Funding information, estimates, matches, alerts, and AI responses require independent verification. They do not guarantee eligibility, approval, funding, or any other result.
Nothing in these Terms takes away a right, remedy, protection, or obligation that applicable law does not allow the parties to exclude or limit. That principle applies throughout, including to cancellations, refunds, privacy, court access, and liability.
1. Scope and definitions
1.1 Services and Company. These Terms and Conditions (“Terms”) apply to the websites, portal at app.deltasierra.co, applications, subscriptions, and related tools and services supplied by Delta Sierra Inc. (“Delta Sierra”, “Company”, “we”, “us”, or “our”) that link to or expressly adopt these Terms (“Services”). They do not govern an unrelated third party merely because the Services link to it.
1.2 You and your Organization. “You” means the person accepting these Terms and, where that person acts with authority for a business, nonprofit, institution, public body, or other entity, that entity (“Organization”). An Organization is responsible for use by the people it authorizes to use its account (“Authorized Users”).
1.3 Content. “User Content” means information and materials you submit, including profile and project details, documents, notes, prompts, and annotations. “AI Output” means responses or other material generated for you through an AI feature, including Romeo. “Platform Content” means the information and materials made available through the Services, including curated records, summaries, analyses, taxonomies, matrices, estimates, scores, visualizations, reports, templates, and the original selection and arrangement of data. Platform Content excludes your original User Content.
1.4 Paid Services and Order Terms. “Paid Services” are Services requiring payment. “Order Terms” are the specific description, price, currency, billing period, renewal terms, usage and seat limits, and other transaction terms disclosed before purchase and accepted for your order. A separately signed agreement may contain additional terms.
1.5 Providers and public bodies. “Provider” means an independent advisor, consultant, or other third party listed or introduced through an optional directory, referral, or marketplace feature. “Public Sector User” means an Organization subject to public-sector procurement, privacy, security, records, or access-to-information requirements.
2. Agreement, authority, and application
2.1 Acceptance. By clicking an acceptance control, placing an order that expressly incorporates these Terms, or otherwise accepting them through a legally effective process, you agree to them. Access or use after these Terms have been clearly brought to your attention may constitute acceptance where permitted by law. If you do not agree, do not create an account, purchase, or continue using the Services. You may retain or print a copy.
2.2 Effective version. The “Last updated” date identifies this version; it does not make it apply retroactively. This version applies to a new agreement when accepted. For an existing agreement, it applies only through the change process in Section 3 and any applicable requirements of the earlier agreement and law. Posting this version alone does not extinguish accrued rights or change an existing dispute.
2.3 Organizational authority. If you accept for an Organization, you represent that you have authority to bind it. Do not accept for an Organization without that authority. Authorized Users must comply with the use restrictions applicable to their access. An Organization must ensure that its account administrator and purchasing representative have the required authority.
2.4 Priority. Mandatory law takes priority. A separately negotiated agreement signed by the parties takes priority over these Terms for its subject matter. Accepted Order Terms take priority for the specific plan and transaction. A standard pricing page, purchase order, AI response, or support conversation does not amend Sections 11, 12, or 19–21 unless an authorized Company representative expressly agrees in writing to the identified amendment. Your own purchasing terms do not bind us merely because they appear on a purchase order or other document.
3. Changes to the Terms and Services
3.1 Changes by agreement. We may propose revisions to address changes in law, security, technology, or the Services. A material revision to your legal obligations requires your affirmative agreement or takes effect at a renewal for which it has been properly disclosed and accepted, except for the limited changes expressly permitted below. We will not use a website posting to impose a retroactive liability exclusion.
3.2 Limited operational updates. The provisions that may be updated without a new express agreement are limited to contact details, non-substantive corrections, and the technical access, security, and abuse-prevention procedures in Sections 7, 10, and 15, to the extent the update does not materially reduce purchased functionality, increase your charges, or change the allocation of legal risk. All other material changes require the process in Section 3.1. Charges for a later renewal may change only under Section 8.5. Cancellation and refund terms will not be changed during an existing term to increase your obligations or reduce ours.
3.3 Notice and choice. We will provide advance notice of a material proposed change, normally at least 30 days. If a unilateral amendment is permitted and statutory notice rules apply, we will follow their required timing, content, and delivery requirements. Where British Columbia's consumer subscription amendment rules apply, the notice will be provided 30–60 days before the change and include the amended wording, an explanation, and any required cancellation information. Required consent will not be inferred from silence. Any statutory right to cancel without charge remains available.
3.4 Rejected changes. If you decline a material change, you may cancel before it takes effect. If we cannot continue the existing Paid Services on the agreed terms, we will end the affected Services and refund prepaid fees attributable to the unused period. Any greater statutory entitlement prevails. Urgent action required by law or to contain a security threat may be taken immediately to the extent necessary; it does not authorize unrelated contractual changes.
4. Eligibility and permitted customers
4.1 Capacity and purpose. You must have legal capacity and be at least the age of majority where you live. The Services are offered for business, professional, research, and organizational purposes. You must provide accurate information about your identity, location, and intended use. Describing the Services as business services does not remove consumer protections if the actual transaction attracts them.
4.2 Quebec. Accounts and subscriptions are not currently offered to individuals resident in Quebec or Organizations whose head office or principal place of business is in Quebec. Do not register or purchase in those circumstances. This availability restriction is not a waiver of any law that nevertheless applies. If an ineligible account is identified, we may restrict it under Section 18, subject to applicable refund and other legal obligations.
4.3 Lawful access. You must not use the Services where doing so would violate applicable law, sanctions, or a binding restriction on you or your Organization. Availability of information about a jurisdiction does not mean the Services are offered or legally suitable there.
5. Privacy, information handling, and confidentiality
5.1 Privacy framework. Our Privacy Policy explains how personal information is handled. Applicable privacy law governs, including British Columbia's Personal Information Protection Act and the federal Personal Information Protection and Electronic Documents Act where applicable. These Terms do not authorize processing that the law prohibits or dispense with a consent or notice the law requires.
5.2 Your responsibilities. Provide only User Content you are entitled to disclose and have processed for the requested purpose. Obtain the necessary authority, notices, and consents for other people's information. You remain responsible for your own use, disclosure, and protection of information you export or share with clients, colleagues, or outside services. Your obligations do not remove our own legal duties.
5.3 Providers and locations. Hosting, database, workflow, payment, support, and AI providers may process information to deliver the Services. Processing may occur outside Canada, subject to the actual arrangements and applicable disclosures. Do not assume Canadian-only hosting, a particular certification, or special security or residency requirements unless expressly agreed in writing. A provider's involvement does not release the Company from obligations that applicable law places on it.
5.4 Confidential information. Each party will use the other's non-public information received in confidence only for the relationship, protect it with reasonable care, and disclose it only to people or service providers who need it for that purpose and are subject to appropriate confidentiality duties, or as legally required. Where lawful, the receiving party will give reasonable notice of compelled disclosure. These duties do not apply to information lawfully known without restriction, independently developed, lawfully received from another source, or made public without breach.
5.5 Limits of submission. Unless a feature expressly permits it and appropriate arrangements are in place, do not submit government identification numbers, payment credentials, health or biometric information, classified or protected government material, another person's confidential information without authority, or information subject to professional privilege. Submitting a document does not establish legal privilege or a professional advisory relationship. Ordinary business or project information may be provided only to the extent the feature and your authority permit.
5.6 Questions and rights. Contact info@deltasierra.co for privacy and confidentiality questions or to exercise applicable access, correction, or other rights. No payment dispute or alleged breach removes a statutory privacy right.
6. Funding intelligence, AI, and decisions
6.1 Information service. The Services support research and planning through funding listings, program and policy profiles, funder intelligence, news, matching, comparisons, analytics, networks, estimates, alerts, and tools made available under your plan. The availability and scope of a feature depend on your plan and the feature's actual release.
6.2 Independent service. Delta Sierra Inc. is not a government body or an official funding application portal. Listing a program, using an identifying name or mark, or linking to a funder does not imply endorsement, affiliation, privileged access, or influence over a decision. We do not act as your representative before a funder, submit an application, or make a commitment on your behalf merely because you use the Services.
6.3 No professional engagement. The Services, including personalized matches and Romeo responses, provide information and decision support. They do not establish a solicitor-client, accountant-client, fiduciary, agency, brokerage, or other professional advisory relationship. Unless separately agreed in a written engagement, we do not undertake to provide legal, tax, accounting, investment, procurement, lobbying, or grant application advisory services. Obtain qualified advice where your circumstances require it.
6.4 Verify official requirements. You must independently confirm current intake status, deadlines and time zones, applicant and project eligibility, eligible costs, funding limits, stacking rules, application procedures, and contractual obligations with the responsible funder before acting. Official program rules, your executed funding agreement, and the funder's lawful decisions govern the funding relationship. A platform summary, link, review date, or confidence label is not a substitute. Coverage may be incomplete, and a missing result or tag does not establish that an opportunity does not exist or that you are ineligible.
6.5 No outcome undertaking. We do not promise funding, eligibility, approval, a particular award, response time, procurement result, tax treatment, or a successful application. A match, score, rank, comparison, or eligibility indicator is not a funder determination, a probability of success, or an offer of financing. Funders control their own decisions and may change, pause, close, or exhaust a program.
6.6 Estimates and analytics. Funding envelopes, stream allocations, recipient averages, coverage figures, funding potential, and forecasts may include estimates, models, historical data, or shared parent budgets. They are not audited financial statements, reserved amounts, available cash, or a commitment to any applicant. Parent and stream amounts, regional allocations, and overlapping programs may not be additive. Do not treat aggregate funding potential as the amount you can obtain or rely on a model without examining its assumptions, period, and official evidence.
6.7 Romeo and other AI features. AI Output can be incorrect, incomplete, outdated, inconsistent, biased, or fabricated, including apparently credible citations, calculations, or links. It may not reflect a live search or human review. A response's confident tone, source panel, suggested page, or action button does not certify accuracy or suitability. Check the source itself and review all output before using, sharing, or submitting it. AI Output may resemble material generated for others; we do not guarantee uniqueness, copyright protection, or freedom from third-party rights. AI statements cannot amend these Terms or bind the Company.
6.8 Alerts and user action. Alerts, watchlists, saved searches, and reminders are supplementary. Delivery can be delayed, filtered, interrupted, or missed. You must maintain your own calendar and verification process and submit through the required official channel. Saving a program, asking Romeo, or clicking a link does not file an application, reserve funds, satisfy a deadline, or create an obligation for us to monitor your file.
6.9 Responsibility for reliance. You control your decisions, budgets, submissions, representations to funders, and compliance. Do not use the Services as the sole basis for a material funding, financial, legal, or procurement decision. Subject to Section 20 and mandatory law, the Company does not assume the financial consequences of those decisions.
7. Accounts, access, and security
7.1 Account information. Keep account, Organization, billing, and project information accurate and current. Incorrect or incomplete inputs can affect matches and other results. Each account is for its designated user; do not share credentials or bypass seat limits. Organization administrators must manage Authorized Users and promptly remove access when authority ends.
7.2 Security. Safeguard credentials and devices, use available security controls, and promptly report suspected unauthorized access to info@deltasierra.co. You are responsible for activity you authorize and for loss caused by your failure to meet these duties, to the extent permitted by law. This does not make you responsible for a failure attributable to the Company in breach of its own obligations.
7.3 Organization visibility. Where team features are enabled, administrators and members may have access to information according to the workspace's roles and sharing settings. Confirm those settings and your Organization's policies before sharing. An administrator's access is not a reason to upload information the Organization is not entitled to receive.
7.4 Technical requirements. You are responsible for compatible devices, browsers, internet access, and settings needed to receive communications. Features, exports, AI requests, and storage are subject to the limits disclosed for your plan. Limits may be enforced to manage capacity and prevent abuse; additional paid usage requires your authorization.
8. Orders, billing, renewals, and cancellation
8.1 Purchase disclosures. Review the Order Terms before paying. They must identify the purchased Services, price and currency, applicable taxes and charges, term, billing frequency, renewal arrangements, access start date, and relevant restrictions. A price expressed as a monthly equivalent does not mean monthly billing if the order states that an annual amount is charged. Unless disclosed otherwise, amounts are in Canadian dollars. We will provide the contract and transaction information required by applicable law in a retainable form.
8.2 Payment authorization. You authorize only the charges disclosed and accepted for your order, including an expressly accepted recurring subscription and applicable taxes. Keep your designated payment method current. Use the designated payment processor's form; do not send payment credentials through ordinary messages, uploads, or AI prompts. A processor may have separate terms for its payment service. We may suspend unpaid Paid Services under Section 18.
8.3 Renewals and trials. Automatic renewal applies only if clearly disclosed and accepted at purchase, and subject to required notices and cancellation rights. If a trial or promotion will convert to paid access, its duration, conversion date, price, billing frequency, and cancellation method must be disclosed before you accept it. These Terms alone do not authorize an undisclosed conversion or extra charge.
8.4 How to cancel. Cancel using the cancellation function provided for your subscription or email info@deltasierra.co from your account address with enough information to identify the subscription. A clear cancellation request does not require special wording, and any additional method allowed by law remains available. For ordinary business subscriptions, cancellation stops the next renewal and access ordinarily continues until the end of the paid term unless you request earlier closure. Deleting an app, ceasing use, or removing a shortcut does not itself communicate cancellation.
8.5 Price changes. A fee increase applies to a later renewal, not retroactively to an already paid term, unless you accept an upgrade or other change. We will give at least 30 days' advance notice and an opportunity to cancel before an increased renewal charge, together with any additional disclosure or consent required by law.
8.6 Refunds. Except for a refund promised in accepted Order Terms, Sections 3 or 15, or required by law, fees for an agreed business subscription are non-refundable and unused access does not generate a credit. We do not charge a separate penalty merely for stopping renewal. Any refund will be made using the legally required method and time limit. A statutory entitlement to repayment is not reduced by the liability cap.
8.7 Consumer subscription rights. If British Columbia's consumer subscription rules apply, a renewal may be cancelled before or after it occurs without a cancellation penalty. For renewal terms over 60 days, we will provide the required 30–60-day renewal notice and the prescribed refund following cancellation after renewal. Shorter renewals remain subject to their statutory cancellation requirements. All additional statutory cancellation, refund, and payment-reversal rights prevail over the ordinary business subscription rules above.
8.8 Billing concerns. Contact us promptly about a suspected billing error. We may investigate fraud or an unpaid balance, but a good-faith billing dispute or lawful payment reversal is not, by itself, prohibited conduct. This clause does not require you to give up or delay a right with your payment provider, regulator, tribunal, or court.
9. Optional directories, referrals, and marketplace features
9.1 Independent relationships. If these features are offered, you choose whether to contact or engage a Provider. Unless the Company expressly signs as a party to a particular engagement, it is not a party to that engagement, does not supervise its performance, and does not guarantee the Provider's qualifications, availability, conduct, advice, fees, insurance, or results. A listing, introduction, match, review, or badge is not a recommendation for your circumstances.
9.2 Your due diligence. Verify credentials, references, conflicts, scope, confidentiality, fees, and professional obligations, and enter your own written engagement. You and the Provider are responsible for applicable funder, procurement, lobbying, and fee restrictions. The Services confer no authority to represent the Company or a funder.
9.3 Separate commercial terms. Any Company listing, referral, connection, or marketplace charge and any material commercial relationship affecting a recommendation will be disclosed where required before the relevant transaction. A Provider's unauthorized representation cannot enlarge the Company's obligations. Sections 19 and 20 apply to the Company's responsibility for these optional features.
10. Acceptable use
10.1 Lawful and honest conduct. Do not use the Services for fraud, unlawful discrimination, harassment, threats, infringement, impersonation, or other unlawful activity. Do not create or submit funding applications, reports, certifications, or claims that you know are false or misleading. Verify facts in AI-generated drafts before presenting them as your own representations.
10.2 Access and integrity. Do not access another user's information, circumvent authentication, paywalls, seat or usage limits, exploit vulnerabilities, introduce malware, disrupt the Services, or conceal abusive automation. Security testing requires prior written authorization. Do not manipulate matches, provider reviews, or platform records, or misrepresent an affiliation with the Company or a funder.
10.3 Information restrictions. Comply with Section 5.5. Public-sector employment, access to a government system, or possession of a document does not itself authorize disclosure to the Services. Do not use the Services to evade confidentiality, records, privacy, or procurement obligations.
10.4 Protected activity. Nothing in these Terms prohibits an honest lawful review, a report to a regulator or law-enforcement body, legally protected whistleblowing, obtaining professional advice, preserving evidence, or exercising a non-waivable right. These protections do not authorize unrelated disclosure of other people's personal or confidential information.
11. Intellectual property and permitted use
11.1 Platform rights. The Company and its licensors retain their respective rights in the Services and protected Platform Content, including original software, interface elements, branding, text, analysis, and any protectable original selection and arrangement of information. No ownership transfers to you through a subscription or export. We claim no exclusive ownership of public facts, underlying government information, your original User Content, or rights belonging to another owner.
11.2 Limited licence. Subject to payment and these Terms, we grant a limited, non-exclusive, non-transferable licence during your authorized access to use the Services for the purposes and within the limits of your plan. You may view, print, and use individual items for your Organization's internal work, prepare its funding applications, and share relevant excerpts with personnel or professional advisors who need them, provided this does not substitute for required user seats or distribute the platform dataset. Advisor use is subject to Section 13.
11.3 Third-party material. Government publications, program names, third-party marks, and licensed material remain subject to their applicable rights and licences. An open licence applies only where the source actually grants it; public accessibility alone does not establish permission. You may independently obtain and use public-source material under its applicable terms. These Terms do not convert public facts into Company-owned intellectual property or remove a statutory copyright exception.
11.4 Branding. Do not use Company marks or branding to imply endorsement, partnership, or authority without written permission. Factual, non-misleading identification and other uses permitted by law remain allowed.
12. Dataset protection, automation, and redistribution
12.1 Extraction restrictions. Except for an expressly provided export or integration used within its limits or our prior written permission, do not scrape, crawl, harvest, systematically copy, or extract Platform Content or the Services in bulk, whether manually or through bots, scripts, browser extensions, AI agents, or repeated queries. Do not evade these restrictions through multiple accounts or coordinated requests.
12.2 Competitive reuse. Do not use access to the Services to reproduce the Company's protected compilation, original analysis, structured database, or proprietary methods, or to create or supply a substitute funding intelligence database, directory, data feed, or competing service. These access restrictions do not prohibit independent research from lawful sources or use of your own pre-existing information and general knowledge.
12.3 Model training. Do not use protected Platform Content or systematically collected AI Output to train, fine-tune, distil, or build datasets for an AI model without prior written permission. Ordinary use of individual excerpts with an outside AI assistant for your permitted internal drafting is allowed if it does not enable bulk extraction, redistribution, or training on that material and you have the necessary permissions for any other information included.
12.4 Redistribution and reverse engineering. Do not resell, sublicense, publish bulk exports, provide shared account access, or redistribute substantial portions of Platform Content, including through an API or client portal. Do not reverse engineer protected software or circumvent technical protections, except to the extent a restriction is prohibited by law. No restriction here prevents accessibility tools used for their intended purpose or the protected activities in Section 10.4.
12.5 Enforcement. We may apply reasonable rate limits, investigate suspicious access, and suspend access under Section 18. Monitoring must comply with applicable law and the Privacy Policy. We may seek damages or injunctive relief for a breach; whether relief is available and on what terms remains for the competent court to decide.
13. Advisors and verification designations
13.1 Client work. Where your plan permits advisory use, you may use individual items to support work for identified clients. You may not give clients account credentials, bulk datasets, a reusable substitute database, or access exceeding the plan. You remain responsible for your client advice, representations, professional duties, and compliance. A client does not become our client or acquire a right to rely on our Services merely because you use them in an engagement.
13.2 Verification. If a “Verified Advisor” or similar designation is offered, it signifies only the checks expressly described when the designation is granted. It is not a professional licence, regulatory approval, continuing audit, certification of competence, or guarantee. Do not describe a designation more broadly than its stated scope. We may review, suspend, or withdraw it for reasonable grounds, including misrepresentation, misuse, or failure to meet its disclosed criteria.
13.3 Additional terms. An optional advisor or marketplace arrangement may require separate, clearly disclosed terms. It does not authorize lobbying or representation on the Company's behalf.
14. User Content, AI Output, and feedback
14.1 Ownership. You retain your existing rights in User Content. As between you and the Company, to the extent the Company has transferable rights in AI Output created for you, we assign those rights to you, excluding Platform Content, software, templates, and third-party material contained in the output. This allocation does not establish that copyright exists or that the output is exclusive or cleared for every use. Your use of embedded Platform Content remains subject to Sections 11–13.
14.2 Operational licence. You grant the Company a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, and process User Content, and to permit service providers acting for us to do so, only as necessary to provide, secure, maintain, and support the Services, carry out your instructions, and meet legal obligations. This is not a licence to sell your confidential content, publish it, or use it for unrelated model training. Additional processing must have a separate lawful basis and any required notice or consent.
14.3 Responsibility and records. You are responsible for your authority to supply User Content and your use of AI Output. Keep copies of important material outside the Services. We may remove material that reasonably appears unlawful, infringing, insecure, or in breach of these Terms, subject to legal preservation and privacy obligations.
14.4 Feedback and statistics. You permit us to use voluntary product suggestions without payment or attribution, excluding your confidential information and personal information except as lawfully authorized. We may use aggregated or de-identified operational statistics for legitimate service purposes only in accordance with applicable law and the Privacy Policy; this does not permit re-identifying individuals or disclosing confidential Organization information.
15. Third-party dependencies, availability, and beta features
15.1 Outside services. External websites, funder portals, and independently chosen services have their own terms, security, and privacy practices. We do not control their decisions, content, or availability. A link or integration is not an endorsement. These limits do not remove our obligations for providers processing information on our behalf.
15.2 Availability and changes. Maintenance, source changes, outages, security incidents, or provider limitations may affect availability. Unless a signed agreement provides otherwise, there is no guaranteed uptime, response time, refresh interval, or restoration time. We may improve or change the Services subject to Section 3 and the commitments accepted for your paid term.
15.3 Discontinuation. If we permanently discontinue prepaid Paid Services or materially reduce their core functionality during a paid term, we will offer a reasonably comparable replacement or allow cancellation of the affected Services with a pro rata refund of prepaid fees for the unused period. Your agreement is required where law requires it; any greater mandatory remedy prevails.
15.4 Beta and preview features. Features identified as beta, alpha, experimental, or preview may be incomplete, unstable, limited, or withdrawn. Subject to mandatory law and any express paid commitment, they are supplied on the warranty and liability basis in Sections 19 and 20. Do not use them as the sole repository of important records or the sole basis for a material decision.
16. Electronic communications
16.1 Account communications. We may use the email address you provide and relevant in-service notices for security, billing, service administration, and contract communications, subject to legal delivery requirements. Keep that address current. Electronic acceptance and records may be used where legally effective; they do not replace a legally required form of notice.
16.2 Marketing choices. Marketing communications will be sent only with the consent or other lawful basis required by Canada's anti-spam legislation. Where required, they will identify the sender and provide an unsubscribe mechanism. Accepting these Terms is not, by itself, consent to optional marketing. You may unsubscribe through the message or contact info@deltasierra.co. Necessary account communications may continue to the extent law permits.
17. Public-sector and regulated use
17.1 Your assessment. Public Sector Users and regulated Organizations must determine whether their proposed use meets their own procurement, privacy, security, data residency, access-to-information, records-management, and professional requirements. The Services are not represented as approved for a specific government classification, protected information category, or regulated purpose unless a signed agreement expressly says so.
17.2 Required arrangements. Contact us before submitting information that requires special contractual controls. A purchasing policy, statutory duty, or classification that applies to you does not automatically become a Company contractual commitment. This does not limit obligations imposed directly on us by law. We will reasonably cooperate with lawful requests concerning User Content, subject to authority, security, privacy, and any separately agreed scope and lawful charges.
17.3 Legal authority. A Public Sector User does not give an indemnity or waive a protection to the extent it lacks legal authority to do so. Any necessary alternative allocation must be expressly agreed by authorized representatives. No special procurement, audit, insurance, security, or service-level obligation is created solely by registering a public-sector account.
18. Suspension, termination, and account closure
18.1 Your cancellation. You may stop using the Services and cancel renewal under Section 8. Account closure and subscription cancellation are related but distinct requests; tell us if you seek both. Closure does not erase amounts lawfully owed for Services already supplied or remove an applicable refund right.
18.2 Protective action. We may proportionately restrict or suspend access where reasonably necessary to address a security threat, fraud, unlawful activity, unauthorized extraction, misuse, or a legal requirement. We may terminate for a material breach, including non-payment. Where reasonably practicable, we will give notice and an opportunity to remedy a remediable breach; immediate action may be taken for a serious risk or breach. We will act in good faith and in accordance with applicable law.
18.3 Other termination. We may end free access on notice, or immediately where necessary for the reasons above. If we end a Paid Service for convenience rather than your material breach, we will refund prepaid fees attributable to the unused period. Termination for breach does not entitle us to retain money that law requires us to return.
18.4 Content after closure. Your live access licence ends when your authorized access ends. For 30 days after closure, you may request a reasonable export of your original User Content in an available commonly used format, subject to lawful security, retention, and technical limits. This is not a right to bulk Platform Content or proprietary software. Statutory personal information access rights are independent. Thereafter, content may be deleted or de-identified under the applicable retention practices and legal obligations; immediate erasure from backups is not promised.
18.5 Continuing provisions. Accrued payment obligations, permitted retention, confidentiality, ownership, restrictions on reuse, disclaimers, liability limits, indemnities, and dispute and general provisions continue to the extent their nature requires, subject to their stated scope and applicable law.
19. Warranty disclaimers
19.1 Basis of supply. To the fullest extent permitted by applicable law, except for an express undertaking in an applicable signed agreement, the Services, Platform Content, AI Output, beta features, and third-party materials are provided “as is” and “as available”. The Company disclaims other express, implied, collateral, and statutory warranties, conditions, and representations, including quality, merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, and currency.
19.2 Specific limits. We do not warrant that the Services will identify every opportunity, produce a correct or suitable match or AI response, prevent every security incident, preserve every record, operate without interruption or error, or achieve a funding, financial, procurement, or business result. No informal statement, AI Output, demonstration, or support response creates an additional warranty or authority to commit the Company.
19.3 Mandatory standards. These disclaimers do not excuse a specific obligation expressly accepted in this agreement, a misleading representation prohibited by law, or a standard or remedy that cannot lawfully be excluded. Where a warranty or condition cannot be excluded, it continues to apply.
20. Exclusions of damages and limit on liability
20.1 Scope and protected parties. Subject to Section 20.5, this Section applies to claims arising from or relating to these Terms or the Services, whether based on contract, tort (including negligence and negligent misrepresentation), statute, or another legal theory, even if the possibility of loss was disclosed or foreseeable. It protects the Company and, for conduct connected with providing the Services, its directors, officers, employees, contractors, agents, and licensors (“Protected Parties”).
20.2 Excluded losses. To the fullest extent permitted by law, the Protected Parties are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages. They are also not liable for lost or unavailable grants, contributions, loans, tax benefits, contracts, or other funding; loss of an opportunity or anticipated savings; loss of profit, revenue, goodwill, or data; business interruption; or the costs of an unsuccessful application, a missed deadline, or a funding repayment or clawback, whether those listed losses are characterized as direct or indirect. This allocation includes loss arising from reliance on an inaccurate record, estimate, match, alert, AI Output, link, or third-party Provider.
20.3 Aggregate cap. To the fullest extent permitted by law, the combined total liability of all Protected Parties for all claims arising from or relating to the Services will not exceed the greater of (a) CAD $100 and (b) the fees you actually paid the Company for the affected Services during the 12 months immediately before the first event giving rise to the claim. Related events are treated as one event for this calculation. Multiple claims, legal theories, accounts within the same Organization, or Authorized Users do not multiply the cap.
20.4 Allocation of risk. The exclusions and cap are separate contractual protections and apply to the extent permitted even if a limited remedy does not fully compensate a loss. The fees reflect an information service rather than insurance of your funding or business results. The Company accepts these protections for itself and, as agent and trustee to the extent legally effective, for the other Protected Parties, who may rely on them for their covered conduct.
20.5 Exceptions and mandatory remedies. Nothing in these Terms excludes or limits a Protected Party's liability for its own fraud or wilful misconduct, or any liability that applicable law prohibits excluding or limiting. The cap does not reduce a refund expressly due under these Terms, repayment of an unauthorized charge, or a non-waivable statutory remedy. Nothing prevents a lawful complaint, investigation, or exercise of authority by a regulator. If a particular exclusion or limit is unlawful, it applies only to the lawful extent, without expanding another exclusion beyond its wording.
21. Third-party claims and indemnity
21.1 Business indemnity. If you use the Services in a business, professional, or organizational capacity, you will indemnify the Protected Parties against third-party claims and the resulting amounts finally awarded or agreed in an authorized settlement, together with reasonable defence costs, to the extent caused by your unlawful or infringing User Content, material breach of Sections 10–13, violation of another person's rights, or false representation made by you to a client, Provider, or funder using the Services. This is not an indemnity for our own negligence, breach, fraud, or wilful misconduct or for a defect in the Services merely because you used them.
21.2 Defence process. We will give reasonably prompt notice; a delay relieves you only to the extent it materially prejudices the defence. You may control the defence with competent counsel reasonably acceptable to us, and we will reasonably cooperate at your expense. You may not agree to an admission, non-monetary obligation, or settlement without a full release for a Protected Party without its written consent. We may participate with our own counsel at our expense, or take over the defence at your reasonable expense if you fail to defend it or a material conflict requires independent representation.
21.3 Limitations. This Section does not impose a business indemnity on a person acting as a consumer or require a Public Sector User to give an indemnity it is legally prohibited from giving. It does not reimburse a fine or other liability where indemnification is unlawful. The Company's liability cap does not cap amounts you owe under a lawful indemnity, but all mandatory legal protections continue to apply.
22. Complaints and intellectual property notices
22.1 Reporting. Send service concerns, suspected errors, unauthorized access reports, and intellectual property complaints to info@deltasierra.co. Identify the relevant material or account and provide enough information to investigate. For an intellectual property complaint, identify the claimed right, the material and its location, your contact details, and your authority to act.
22.2 Response. We may investigate, request clarification, preserve evidence, restrict material, or take other lawful action. A voluntary notice process does not replace a statutory notice procedure or require you to delay another lawful remedy. Do not include unnecessary sensitive information in a complaint.
23. Governing law and disputes
23.1 Governing law. These Terms are governed by the laws of British Columbia and the federal laws of Canada applicable there, subject to any mandatory law or protection that applies regardless of the chosen law.
23.2 Appropriate forum. Subject to mandatory jurisdiction, disputes will be brought before a court of competent jurisdiction in British Columbia, ordinarily in Vancouver, or an applicable statutory tribunal such as the Civil Resolution Tribunal where it has jurisdiction. This clause does not remove a consumer's mandatory local forum rights, a regulator's authority, or a court's power to decline or accept jurisdiction under applicable law.
23.3 Optional early resolution. You are welcome to contact info@deltasierra.co to explore an informal resolution. Doing so is voluntary, is not a precondition to proceedings, and does not suspend a legal limitation period unless a legally effective separate agreement or law says so.
23.4 Access to remedies. These Terms do not require pre-dispute arbitration, waive participation in a class proceeding, restrict a lawful review, or require you to exhaust an internal complaint process. The parties may separately agree to a lawful resolution process after a dispute arises. No contractual deadline in these Terms shortens a statutory time limit for bringing a claim.
24. General contractual provisions
24.1 Entire agreement. These Terms, accepted Order Terms, and any applicable signed agreements form the agreement for the Services. The Privacy Policy governs the privacy practices it describes, subject to applicable law. No entire-agreement provision excludes liability for fraud, an unlawful misleading representation, or a non-waivable right.
24.2 Assignment. You may not transfer an account or assign this agreement without our written consent, except as permitted in a signed agreement or by mandatory law. We may assign the agreement in connection with a bona fide merger, reorganization, or transfer of the relevant business, provided the successor assumes the applicable obligations and the transfer complies with privacy and other law. Assignment does not authorize a prohibited adverse change to your purchased rights.
24.3 Events beyond reasonable control. Neither party is responsible for delay or non-performance to the extent caused by an event beyond its reasonable control that it could not reasonably prevent or mitigate. The affected party must take reasonable mitigation steps. This does not excuse an already due payment for Services supplied, our lawful security duties, or a refund or other non-waivable obligation. If an event prevents continued prepaid access, applicable cancellation and refund rights remain available.
24.4 Severability and waiver. An invalid or unenforceable provision will be severed to the extent necessary, and the remaining agreement will continue where legally possible. No clause authorizes a court to rewrite a prohibited term beyond its lawful powers. Failure or delay in enforcing a right is not a waiver; a waiver applies only to its stated circumstances.
24.5 Independent parties. This agreement does not itself create a partnership, employment, joint venture, franchise, or agency relationship between you and the Company. No one may bind another party without actual authority. Other than the Protected Parties to the extent stated in Section 20, no third party is intended to obtain contractual rights under these Terms.
24.6 Interpretation. “Including” introduces examples rather than an exhaustive list. Headings aid navigation and do not change the clauses. A right expressed as subject to applicable law cannot be exercised contrary to that law. The agreement must be performed in accordance with the duties of good faith that applicable law imposes.
25. Contact
For contractual notices, subscription cancellation, support, privacy requests, or other questions concerning these Terms, contact:
Delta Sierra Inc.
British Columbia, Canada
Your notice should identify the relevant account or order and the nature of your request. This contact method supplements, and does not exclude, any method or service requirement prescribed by law.