ApexLedger

Subscription Agreement

1. Parties, acceptance and electronic signature

This Subscription Agreement (the "Agreement") is between Apex Ledger Ltd. ("ApexLedger", "we", "us") and the business, firm or organisation named as the Subscriber (the "Subscriber", "you").

The Subscriber accepts this Agreement by ticking each acknowledgement and typing the signer's full name at sign-up, or when first signing in. That typed name is the signer's electronic signature and has the same effect as a handwritten signature, under the Electronic Commerce Act, 2000 (Ontario) and other applicable law. We record the date, time, version, network address and browser of each acceptance, and email a copy to the signer.

The person who signs confirms that they are at least 18 years old and authorised to bind the Subscriber. The service is offered for business and professional use only, not to consumers for personal, family or household purposes.

2. Definitions

• Service. the ApexLedger web application at online.apexledger.ca, its features, updates and support, and any related software we provide.
• Subscriber Data. everything entered, imported, uploaded or created in the Service by or for the Subscriber, including company files, transactions, employee and client records and documents.
• User. a person given a sign-in under the Subscriber's subscription: owners, staff, bookkeepers, accountants and business clients.
• Seat. one named User with their own sign-in, of the type shown on apexledger.ca.
• Output. any report, return, remittance, pay stub, slip, form, schedule, working paper, file or figure the Service produces.

3. The service and your licence to use it

For the term of the subscription we grant the Subscriber a non-exclusive, non-transferable right for its Users to use the Service for the Subscriber's own business and, for an accounting or bookkeeping firm, for the firm's clients. We may add, change or remove features, provided we do not materially reduce the core accounting, payroll and reporting functions of a paid subscription during a term already paid for.

Features marked beta, preview or early access are offered as is, may change or be withdrawn at any time, and are not part of any commitment in this section.

4. Users, sign-ins and security

• Sign-ins are personal. One person per Seat. Passwords and two-step codes may not be shared.
• Acts of Users. Everything done under a sign-in is treated as done by the Subscriber. The Subscriber is responsible for its Users, for who it adds, for the companies and permissions it gives them, and for deactivating people who leave.
• Security. The Subscriber keeps its devices and credentials secure and tells us at once at admin@apexledger.ca of any loss of a credential or unauthorised use.

5. The Subscriber is responsible for its data and for checking the output

ApexLedger is a tool. It records, calculates and reports from what the Subscriber and its Users enter or import. The Subscriber agrees that:

• Input is the Subscriber's. The Subscriber is solely responsible for the accuracy, completeness, legality and timeliness of all Subscriber Data, however it was entered, imported or uploaded, and for having the right to put it into the Service, including consent for any personal information of employees, clients and others.
• Output must be reviewed. The Subscriber will review all Output before relying on it, paying, remitting, issuing or filing anything with the Canada Revenue Agency, Revenu Québec, a provincial or other authority, a bank, an employee, a client or any third party. Filing, remitting, paying and issuing are the Subscriber's own acts.
• Rates and rules change. We update tax tables, contribution rates, forms and rules with reasonable care, but the Subscriber remains responsible for confirming that the rates and rules applied are the ones in force for the period and jurisdiction concerned.
• Deadlines are the Subscriber's. Reminders, due dates and alerts in the Service are an aid only. The Subscriber remains responsible for every filing, remittance and payment deadline.
• Consequences. ApexLedger is not liable for penalties, interest, assessments, reassessments, missed deadlines, wrong or late payments, payroll errors, or any loss arising from Subscriber Data that was inaccurate, incomplete, late or misclassified, from Output that was not reviewed, or from a decision made using the Service.
• Errors in the Service's own calculations. If a payroll or tax amount is wrong because of an error in the Service's own calculation, and not because of Subscriber Data, settings or choices, we will correct the Service and help the Subscriber prepare the corrected filing, remittance or slip. That is the Subscriber's only remedy for such an error, subject to section 15.

6. No professional advice

The Service, its help pages, its chat assistant, its suggestions and anything our staff say in support are general information about how the software works. They are not accounting, audit, tax, payroll, legal or financial advice, and no professional relationship is created. Choices such as tax codes, account classification, fiscal periods, filing frequency, payroll province, benefits, deductions and elections are the Subscriber's, made by people the Subscriber considers competent to make them. Where advice is needed, the Subscriber will obtain it from a qualified professional.

Answers, suggestions, categorisations and drafts produced by the chat assistant, by reading receipts or statements, or by any other automated or AI feature may be incomplete or wrong. They are Output, must be reviewed like any other Output, and are not professional advice. We do not use Subscriber Data to train AI models without the Subscriber's consent.

7. Third-party services and imports

The Service may exchange information with services we do not control, such as banks, card issuers, government portals, email and text-message providers, payment processors and file formats of other programs. We are not responsible for their availability, accuracy, fees or terms, or for information they provide. Imported data is Subscriber Data and must be checked by the Subscriber.

8. Acceptable use

The Subscriber will not, and will not allow anyone to: use the Service for anything unlawful or fraudulent; upload malicious code; try to gain access to data or accounts that are not its own; probe, scan, load-test or interfere with the Service; copy, reverse engineer or resell the Service or build a competing product from it; remove notices; or use it in breach of anyone's rights. We may suspend a sign-in that is being used in breach of this section.

The Subscriber will not use the Service in breach of Canadian or other applicable sanctions or export laws.

9. Fees, trial, renewal and taxes

• Trial. A firm's first month is free. Three days before it ends we ask whether the Subscriber wants to continue; the paid subscription starts when the free month ends unless the Subscriber says no.
• Fees. Seats are billed monthly in advance (or yearly in advance at the yearly price) at the rates on apexledger.ca or agreed in writing, plus HST and other applicable taxes, until cancelled. Seats may be added at any time and removed at the end of any billing period.
• No refunds. Fees paid are not refundable, including for a partial period, unused Seats or features not used, except where the law requires otherwise.
• Late payment. An invoice unpaid 30 days after it is due may lead to the Subscriber's sign-ins being paused until it is paid. The Subscriber can still ask for a copy of its company files while paused.
• Price changes. We may change rates on 30 days' notice by email or in the Service; a change applies from the next billing period after the notice ends.

10. Subscriber Data, backups and privacy

• Ownership. Subscriber Data belongs to the Subscriber. The Subscriber grants us the right to host, copy, process and transmit it only as needed to provide, secure, back up and support the Service and as the law requires.
• Firms and their clients. An accounting or bookkeeping firm confirms that it has its clients' authority to put their information into the Service and to give its staff access to it. If a firm and a client part ways, we may, at the client's written request and after telling the firm, give the client a copy of its own company file or move it to the client's own subscription.
• Location. Subscriber Data is hosted in Canada, and the service providers we use for hosting, email and text messages are in Canada too. Personal information is handled under PIPEDA, Quebec's privacy law where it applies, and the privacy page at apexledger.ca/privacy.html.
• Backups. We take backups of the service and keep them for a limited time, as described on apexledger.ca. Our backups are for restoring the Service and are not a substitute for the Subscriber's own records: the Subscriber will download and keep its own copies of its company files regularly, and we are not liable for data the Subscriber could have downloaded and did not.
• Access by us. We do not open a Subscriber's company file except to support the Subscriber at its request, to secure the Service, or as the law requires, and such access is logged.
• Legal requests. If an authority lawfully requires Subscriber Data, we may disclose it and, where the law permits, will tell the Subscriber.

11. Confidentiality

Each party keeps the other's confidential information confidential and uses it only for this Agreement. This does not cover information that is public, already known, independently developed, or required to be disclosed by law.

12. Availability and support

We run the Service with reasonable skill and care and aim to keep it available except for maintenance, which we try to carry out outside business hours. The Service is provided over the internet and may be interrupted or slow for reasons inside or outside our control. No service-level credits apply unless agreed in writing. Support is by the Feedback button and email.

13. Intellectual property and feedback

The Service, its software, designs, text and trademarks belong to ApexLedger and its licensors; the Subscriber receives only the right to use them set out here. Suggestions and feedback the Subscriber gives may be used by us freely and without payment.

14. Disclaimer of warranties

Except as expressly stated in this Agreement, the Service and all Output are provided "as is" and "as available". To the fullest extent permitted by law, ApexLedger makes no warranty or condition, express or implied, including of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, uninterrupted or error-free operation, or that the Service or any Output meets any legal, tax or regulatory requirement.

15. Limitation of liability

To the fullest extent permitted by law: (a) ApexLedger's total liability for all claims arising out of or relating to this Agreement or the Service, together, is limited to the fees the Subscriber paid ApexLedger in the twelve months before the event giving rise to the first claim; and (b) ApexLedger is not liable for any indirect, incidental, consequential, special, exemplary or punitive damages, or for loss of profit, revenue, business, goodwill or data, or for penalties, interest, assessments or reassessments, fines, or the cost of substitute services, even if advised that they were possible.

These limits apply to every kind of claim, in contract, tort (including negligence), statute or otherwise, and survive the end of this Agreement. They do not apply to fraud or wilful misconduct, and do not limit liability that cannot be limited by law.

16. Indemnity

The Subscriber will defend, indemnify and hold harmless ApexLedger, its directors, officers, employees and contractors from all claims, losses, damages, penalties, costs and reasonable legal fees arising from Subscriber Data, from the Subscriber's or its Users' use of the Service or Output, from filings, remittances, payments or slips made by the Subscriber, from claims by the Subscriber's employees, clients or authorities, or from a breach of this Agreement or of law by the Subscriber or its Users, except to the extent a claim is caused by ApexLedger's own breach of this Agreement, fraud or wilful misconduct.

17. Term, suspension and ending the agreement

• Term. This Agreement starts on acceptance and continues month to month (or year to year for yearly billing) until ended.
• Ending. Either party may end it at the end of any billing period by written notice, including by email. We may end it at once if the Subscriber materially breaches it and does not fix the breach within 10 days of notice, or if the Subscriber becomes insolvent.
• Suspension. We may suspend access without liability to protect the Service, other subscribers or the law, or for non-payment as set out above.
• After it ends. The Subscriber has 30 days to download its company files. After that we may delete Subscriber Data, and backups holding it are deleted as they expire. Sections 5, 6, 10, 11, 13 to 16, 19 and 20 survive.

18. Changes to this agreement

We may update this Agreement by giving at least 30 days' notice by email or in the Service. If a change materially reduces the Subscriber's rights, the Subscriber may end the Agreement before the change applies, without paying for the rest of the billing period. Otherwise, continued use after a notified change takes effect is acceptance of it. Each version is numbered and kept, so the version a Subscriber signed can always be shown.

19. Disputes, governing law and time limit

The parties will first try in good faith, for 30 days, to settle any dispute by discussion between senior people. This Agreement is governed by the laws of Ontario and the federal laws of Canada that apply there, and the courts of Ontario sitting in Toronto have exclusive jurisdiction. As this is a business agreement, any claim against ApexLedger must be started within one year after the claim was discovered, except where the law does not allow such a limit, including in Quebec.

20. General

This Agreement, together with the Terms of Service and the Privacy page at apexledger.ca and any order or quote we confirm in writing, is the whole agreement between the parties about the Service; if they conflict, this Agreement prevails, then the order, then the Terms of Service. Neither party is liable for delay or failure caused by events beyond its reasonable control. The Subscriber may not assign this Agreement without our consent; we may assign it to a successor of our business. If a clause is unenforceable, the rest stands and the clause is read as narrowly as needed. Not enforcing a right is not a waiver of it. The parties are independent contractors. Notices to ApexLedger go to admin@apexledger.ca; notices to the Subscriber go to the owner's email address on file. This Agreement may be accepted electronically and in counterparts.