Please read these Terms carefully. They limit VertAcc's liability (section 19), require claims to be brought within one year (section 21), and are governed by Ontario law with disputes heard in Ottawa (section 22).
1. Agreement to these Terms
1.1 Who these Terms are with. These Terms of Service ("Terms") are a binding agreement between VertAcc Solutions Inc. ("VertAcc", "we", "us") and each person and organization that uses the VertAcc Platform — the software at app.vertacc.com, the document editors at office.vertacc.com, and the related portals, links, signing and upload pages, shared folders, collaboration spaces, forms, applications and email (the "Platform").
1.2 How you accept them. You accept these Terms by clicking to accept them, by creating or activating an account, or by using the Platform. If you do not agree, do not use the Platform.
1.3 Using the Platform for a business. The Platform is provided to businesses and professional practices (each a "Customer"). If you accept these Terms or use the Platform on behalf of a Customer, you confirm that you are authorized to bind it, and "you" includes that Customer. Each individual the Customer allows to use its account (an "Authorized User") also agrees to these Terms personally, as far as they concern that individual's own conduct, and the Customer is responsible for its Authorized Users' compliance with them.
1.4 People who use a link without an account. If you use the Platform only to sign, view, upload, comment on, collaborate on or pay for something a Customer sent you, or to answer a form, sections 1, 5.3, 12, 13, 18, 19, 21, 22 and 25 apply to you, and the Customer that sent the link is responsible for its relationship with you.
2. How these Terms fit with your other agreements
2.1 Your signed agreement comes first. Many Customers sign an engagement or subscription agreement with VertAcc, or accept an order form or package that sets out services, fees and term (an "Agreement"). Where an Agreement conflicts with these Terms, the Agreement governs for its term. These Terms apply to everything an Agreement does not address.
2.2 Order of precedence. In case of conflict: (a) the Agreement; (b) any order form, schedule or package forming part of it; (c) these Terms; and (d) policies incorporated by reference. The VertAcc Platform Privacy Policy describes how we handle personal information and forms part of these Terms. Terms published on the vertacc.com marketing website do not govern use of the Platform.
3. Definitions
"Customer Data" means data, records, documents and other content a Customer or its Authorized Users submit to, create in, or connect to the Platform, or that third parties submit through a Customer's links, including personal information. "Services" means the Platform and any bookkeeping, payroll, tax-preparation, setup or other services VertAcc provides under an Agreement. "AI Features" means features of the Platform that use artificial intelligence. "Third-Party Services" means products and services not provided by VertAcc, including those you connect to the Platform. "Including" means "including without limitation".
4. Eligibility and business use
4.1 You must be at least 18 years old and able to form a binding contract.
4.2 Business use only. The Platform is offered, priced and provided for business and professional purposes, not for personal, family or household purposes. By using it you confirm that you are not acting as a consumer. Nothing in these Terms excludes or limits a right or protection that a consumer-protection or other statute gives you where that statute applies despite this section.
4.3 You may not use the Platform if you are barred from doing so under the laws that apply to you, including economic sanctions laws.
5. Accounts and security
5.1 Your account. Keep your sign-in details confidential, use a strong unique password, and use two-step sign-in. You are responsible for everything done through your account and for keeping the information in it accurate. A Customer is responsible for who it invites, the permissions it gives them, and removing access promptly when someone should no longer have it.
5.2 Tell us immediately. Notify us at info@vertacc.com as soon as you suspect unauthorized access to an account or a security problem. We may suspend access, require a password reset, or take other reasonable steps to protect you, other users and the Platform.
5.3 Links are keys. A secure link (to sign, upload, view, collaborate on or pay something) gives access to whoever has it. Do not forward a link you received unless the sender intended it, and tell the sender if you received one by mistake.
5.4 Our access. You authorize VertAcc personnel to access your account and Customer Data as described in the Privacy Policy — to provide the Services, give support, maintain and secure the Platform, and comply with law.
6. The Platform and the Services
6.1 Right to use. Subject to these Terms, any Agreement and payment of applicable fees, VertAcc grants the Customer a non-exclusive, non-transferable, non-sublicensable right during its subscription to use the Platform for the Customer's internal business purposes, through its Authorized Users.
6.2 Changes. We continually improve the Platform and may add, change or retire features. We will not materially reduce the core functionality of a paid subscription during a committed term without the Customer's agreement, and we will give at least 30 days' notice before removing a feature a Customer materially relies on, unless removal is required by law, by a Third-Party Service, or to address a security risk. Any discretion these Terms give us will be exercised reasonably and for the purpose for which it is given.
6.3 Beta and early-access features. Some features are identified as beta, preview, early access or similar — including, at the date of these Terms, VertAcc Office. They are provided to let you try them, may change or be withdrawn, may contain errors, and are provided "as is" without any warranty or service commitment. Keep your own copies of anything important you create in them.
6.4 Availability. We use commercially reasonable efforts to keep the Platform available and to fix problems promptly, but we do not promise uninterrupted or error-free operation, and no service level applies unless your Agreement states one. The Platform may be unavailable during maintenance, for reasons beyond our reasonable control, or because of a Third-Party Service.
6.5 Services performed by our team. Where an Agreement includes services performed by VertAcc personnel, we will perform them with the reasonable skill and care of a competent provider of comparable services, within the scope set out in the Agreement and on the basis of the information you give us.
7. What VertAcc is not
7.1 Not a public accounting or assurance firm. VertAcc is not a firm of Chartered Professional Accountants and is not licensed to practise public accounting. VertAcc does not perform audits, reviews, compilation engagements subject to professional assurance standards, or any other assurance engagement, and expresses no opinion or assurance on any financial information.
7.2 Not a law firm. VertAcc is not a law firm and does not give legal advice. The Platform's legal-practice tools — including court and government forms, precedents, calculators (such as net family property and support calculations), conflict searches, deadline tools and trust-accounting features — are tools for a licensed professional to use with professional judgment. Forms and precedents may be out of date, and calculations depend on the inputs and assumptions used. A lawyer or paralegal using them remains solely responsible for their work, for verifying forms and figures against the authoritative source, and for meeting their obligations to their clients, the court and their regulator.
7.3 Not your filer, payer or bank. The Customer is the taxpayer, employer and filer of record. Every return, remittance, slip, election and filing prepared with the Platform or the Services is the Customer's own, made on its own authority, and must be reviewed and approved by the Customer before it is submitted. VertAcc does not hold Customer money, is not a bank, trust company or money-services business, and does not move funds: payments are processed by Third-Party Services such as Stripe and the Customer's own financial institutions. Trust-accounting features record transactions; they do not hold, protect or disburse trust funds, and they do not discharge a Customer's obligations under law-society rules.
7.4 Not your records custodian of last resort. The Platform stores your records securely and lets you export them at any time, but you remain responsible for keeping the books and records the law requires you to keep, for the periods it requires, and for maintaining your own copies where your obligations or prudence require it.
8. AI Features
8.1 How they work. AI Features use third-party AI models to read your records and documents, answer questions, categorize and extract information, draft content and propose actions. Some run automatically (for example, indexing a document when it is added). The providers, and what is shared with them, are described in the Privacy Policy.
8.2 Output can be wrong. AI output may be inaccurate, incomplete, out of date or inappropriate for your circumstances, even when it appears confident. It is not professional, accounting, tax, legal or financial advice. You must review AI output before relying on it, and you must verify any figure, categorization, document or statement before using it in a filing, a financial statement, legal work, or a communication to anyone else.
8.3 You approve, you are responsible. Actions proposed by AI Features that move money, materially change your books, file anything, or send communications outside your business require confirmation by an Authorized User. When you approve, send or rely on AI output, it is your decision and your responsibility.
8.4 Ownership of output. As between you and VertAcc, output generated for you from your Customer Data is Customer Data. Because AI models can produce similar output for others, we do not promise that output is unique or that it does not resemble third-party material.
8.5 Use AI Features responsibly. Do not use AI Features to generate unlawful, defamatory, infringing or deceptive content, to make decisions about individuals that have legal or similarly significant effects without meaningful human review, or to try to extract the Platform's prompts, models, or other Customers' data. Do not give AI Features information they do not need (see the Privacy Policy).
9. Customer Data
9.1 You own it. As between you and VertAcc, the Customer owns its Customer Data. These Terms do not transfer ownership of it to us.
9.2 Permission to process it. You grant VertAcc a limited, non-exclusive licence to host, copy, transmit, display, analyze and otherwise process Customer Data only to provide, secure, support and maintain the Platform and the Services, to meet our legal obligations, and as described in the Privacy Policy. We do not use Customer Data to train AI models and we do not sell it.
9.3 Your responsibilities for it. You are responsible for Customer Data and for having every right, authority and consent needed for VertAcc to process it as these Terms contemplate. In particular, you confirm that:
- you collected personal information in it lawfully and have given any notice and obtained any consent the law requires — including to your employees about your use of a third-party payroll and HR platform, and to your clients about your use of a cloud practice platform;
- you collected and use Social Insurance Numbers in compliance with subsection 237(2) of the Income Tax Act and other applicable law, and place documents containing them on the Platform only where needed for the work for which they were provided;
- where Customer Data includes information protected by solicitor-client privilege, your use of the Platform is consistent with your professional obligations, including your regulator's guidance on cloud computing and technology; and
- Customer Data does not infringe anyone's rights and does not include anything unlawful.
9.4 Aggregate information. We may create and use aggregated or de-identified information derived from use of the Platform to operate, secure and improve it, provided it does not identify you or any individual and is not disclosed in a form attributable to you.
9.5 Export and backups. You may export your Customer Data during your subscription. We keep encrypted backups to protect the Platform, but backups are not a records service for you and are not a substitute for your own record-keeping.
9.6 Privilege and confidentiality are not waived. Our hosting of, or access to, Customer Data does not waive any privilege or confidentiality attaching to it. We will treat a legal demand for Customer Data as described in the Privacy Policy.
10. Third-Party Services and connections
10.1 Your choice, their terms. The Platform can connect to Third-Party Services — for example Google, Microsoft, Dropbox, LEAP, Stripe and your financial institutions — and can send email through, or receive it from, third-party systems. Your use of a Third-Party Service is governed by its own terms and privacy policy, and VertAcc is not responsible for Third-Party Services, their availability, accuracy, changes, or what they do with data you share with them.
10.2 Connections act on your instructions. When you connect a Third-Party Service, you authorize the Platform to access it on your behalf, to the extent of the permissions you grant, and to copy information from it into the Platform. You confirm that you are entitled to do so under that service's terms.
10.3 LEAP and other credentials. If you give us sign-in credentials for a Third-Party Service (such as LEAP) so that the Platform can retrieve information for you, you appoint VertAcc as your agent for that limited purpose, confirm that you are authorized to give us those credentials and that our use of them as described is permitted, and agree that we may stop using them at any time. We store them encrypted and use them only as described in the Privacy Policy. You may revoke them at any time.
10.4 Payments through Stripe. If you accept payments through the Platform, you must accept Stripe's terms for connected accounts, and the payment relationship — including refunds, disputes, chargebacks, fees and taxes on your sales — is between you, your payer and Stripe. VertAcc is not a party to it and is not a payment processor.
10.5 Data from third parties. Bank feeds, statements, exchange rates, tax rates and tables, government forms, news and other third-party data are provided as received. We do not guarantee their accuracy or completeness, and you should check anything that matters against the source.
11. Email and messages sent through the Platform
11.1 You are the sender. Email, documents and messages a Customer sends through the Platform — invoices, reminders, requests, signing requests, shares, newsletters or otherwise — are sent on the Customer's behalf, in its name, and the Customer is responsible for their content and recipients and for complying with Canada's Anti-Spam Legislation and similar laws, including obtaining consent and including unsubscribe mechanisms where required.
11.2 Not a bulk-mail service. The Platform is not for bulk or marketing email. We apply sending limits and may suspend sending that we reasonably believe is abusive, unlawful, or harmful to the deliverability of email for other Customers.
11.3 Email you receive at your VertAcc address is processed as described in the Privacy Policy. We are not responsible for email that a sender or a Third-Party Service fails to deliver.
12. Electronic signatures
12.1 Valid electronic signatures. The Platform lets Customers request and collect electronic signatures. You agree that an electronic signature you apply through the Platform is your signature, has the same effect as a handwritten one where the law allows, and that the records and certificate the Platform keeps of a signing (including times, IP addresses and the signer's consent) may be used as evidence of it. You consent to receiving documents and notices electronically.
12.2 The sender is responsible for using them appropriately. Some documents cannot lawfully be signed electronically, or require witnessing, notarization, a particular form of signature, or registration — for example certain wills and powers of attorney, documents transferring an interest in land, negotiable instruments and documents a court, registry or regulator requires in a particular form. The Customer sending a document is responsible for deciding whether an electronic signature is appropriate and sufficient for it, and for verifying each signer's identity to the standard the transaction requires. The Platform confirms access to the signer's email address; it does not otherwise verify identity.
13. Acceptable use
You must not, and must not allow anyone to:
- use the Platform for anything unlawful, fraudulent, deceptive, or in breach of anyone's rights, or to store or send unlawful, infringing, defamatory or harassing material;
- upload malware, or anything designed to harm, disrupt or gain unauthorized access to the Platform, other accounts, or any system;
- probe, scan or test the vulnerability of the Platform, or bypass its security, authentication, rate limits or usage limits, except in a security test we have authorized in writing;
- access or attempt to access another Customer's data, or use the Platform to surveil anyone unlawfully;
- copy, frame, scrape, reverse-engineer, decompile or disassemble the Platform (except to the extent the law expressly permits despite this restriction), or use it to build or train a competing product or AI model;
- sell, resell, rent or provide access to the Platform to anyone other than Authorized Users, or share accounts;
- impersonate anyone, misrepresent your affiliation, or send communications that are deceptive about their sender;
- place in the Platform information you have no right to hold, or that is not needed for its purpose — in particular payment card numbers, passwords for other services (other than credentials you give us under section 10.3), or health information beyond what a task requires; or
- use the Platform in a way that creates an unreasonable load on it or interferes with other Customers' use of it.
We may remove content, suspend features or accounts, and cooperate with authorities where we reasonably believe this section has been breached.
14. Fees, payment and term
14.1 Fees and term. Fees, the package, the number of users included, the billing frequency and the term (for example month-to-month or a one-year agreement) are as set out in the Customer's Agreement or package. Unless the Agreement says otherwise, fees are billed in advance, monthly, in Canadian dollars.
14.2 Taxes. Fees exclude GST/HST and other taxes, which we add where required.
14.3 Payment. Invoices are payable within 30 days of issue unless the Agreement says otherwise. A Customer may dispute an invoice in good faith by notice within 15 days of receiving it; undisputed amounts remain payable.
14.4 Late payment. Overdue amounts bear interest at 1.5% per month, being an effective annual rate of 19.56% per annum, calculated and compounded monthly, from the due date until paid, or the maximum rate permitted by law if lower, together with any administrative charge stated in the Agreement.
14.5 Suspension for non-payment. If an undisputed amount remains unpaid 30 days after we give written notice of it, we may suspend access to the Platform until it is paid. We will never withhold a Customer's own records because of unpaid fees: on request we will provide an export of Customer Data regardless of any amount owing.
14.6 Price changes. We may change fees on at least 30 days' notice, but not during a committed term unless the Agreement allows it.
14.7 Ending a subscription. A Customer may end its subscription by giving 30 days' notice in Settings → Billing & engagement or in writing. For a month-to-month subscription, service ends 30 days after notice. For a one-year agreement, service ends on the later of 30 days after notice and the end of the committed term, and the fees for the committed term remain payable as the agreed price of that commitment. Fees already paid are non-refundable except as the Agreement or the law provides.
15. Suspension and termination by VertAcc
15.1 We may suspend or limit access, in whole or in part, without liability, where reasonably necessary: to prevent or address a security risk, fraud or harm to others; because of a breach of these Terms we reasonably believe has occurred; because the law, a court or a regulator requires it; or under section 14.5. We will give notice before or as soon as practicable after a suspension, limit it to what is reasonably necessary, and lift it once the reason for it ends.
15.2 We may terminate a Customer's subscription on written notice if the Customer materially breaches these Terms or its Agreement and does not cure the breach within 30 days of notice describing it (or immediately where a breach cannot be cured), or if the Customer becomes insolvent or bankrupt. We may end a month-to-month subscription for any reason on 60 days' notice.
15.3 What happens at the end. When a subscription ends, Customer Data remains available for export for 90 days, and is then deleted or de-identified as described in the Privacy Policy. This applies whatever amount may be owing. Sections that by their nature should survive — including 7, 8.2, 9.3, 9.6, 14 (for amounts accrued), 16 to 22 and 25 — survive.
16. Confidentiality
Each party will keep confidential the other's non-public information that it receives in connection with the Platform and the Services and that is marked or would reasonably be understood to be confidential, use it only for the purposes of these Terms, protect it with at least reasonable care, and disclose it only to those of its personnel, advisers and service providers who need it and are bound by comparable obligations, or where the law requires (with prompt notice to the other party where lawful). This does not apply to information that is or becomes public through no fault of the recipient, was already lawfully known to it, is independently developed, or is lawfully received from someone else without restriction. Customer Data is also protected by section 9 and the Privacy Policy.
17. Intellectual property
17.1 VertAcc and its licensors own the Platform — its software, design, models, templates, content, documentation, and all improvements to them — and all intellectual property in it. No rights are granted except those expressly granted in these Terms. Open-source components are licensed under their own licences, which these Terms do not restrict.
17.2 Feedback. If you give us suggestions or feedback, we may use them freely without obligation to you.
18. Warranties and disclaimers
18.1 Each party confirms it has the authority to enter into these Terms.
18.2 Disclaimer. Except as expressly stated in these Terms or an Agreement, and to the fullest extent permitted by law, the Platform, the Services, AI Features, beta features and Third-Party Services are provided "as is" and "as available", and VertAcc disclaims all other representations, warranties and conditions — express, implied, statutory or collateral — including any implied warranty or condition of merchantable quality, fitness for a particular purpose, title, non-infringement, accuracy, or that the Platform will be uninterrupted, secure or free of errors, or will meet your requirements or produce any particular tax, legal, regulatory or business outcome.
19. Limitation of liability
19.1 No indirect or consequential loss. To the fullest extent permitted by law, neither VertAcc nor its affiliates, directors, officers, employees, contractors or suppliers will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profit, revenue, business, contracts, goodwill, reputation or anticipated savings, loss or corruption of data, business interruption, or the cost of substitute services — whether direct or indirect, foreseeable or not, and even if advised of the possibility.
19.2 Cap. To the fullest extent permitted by law, the total aggregate liability of VertAcc and its affiliates, directors, officers, employees, contractors and suppliers for all claims arising out of or relating to the Platform, the Services or these Terms — whether in contract, tort (including negligence), breach of statutory duty, under an indemnity, or otherwise — will not exceed the greater of (a) the fees the Customer actually paid VertAcc in the twelve (12) months before the event giving rise to the claim, and (b) one hundred Canadian dollars (CAD $100).
19.3 Taxes, interest and penalties. VertAcc is not liable for any tax, duty or assessment, which is always the Customer's own obligation. VertAcc's liability for interest or penalties is limited to amounts caused directly by VertAcc's failure to meet the standard in section 6.5 and is subject to the cap in section 19.2.
19.4 What is not limited. Nothing in these Terms limits or excludes liability for fraud, for wilful misconduct, for death or personal injury caused by negligence, for a Customer's obligation to pay fees, or for any liability that cannot lawfully be limited or excluded.
19.5 The bargain. These limitations are an essential basis of the bargain between us and of the fees charged, allocate risk between commercial parties each able to assess and insure its own risk, and apply even if a limited remedy fails of its essential purpose. The individuals and organizations named in sections 19.1 and 19.2 may rely on them.
20. Indemnity
The Customer will defend, indemnify and hold harmless VertAcc and its affiliates, directors, officers, employees and contractors from and against any third-party claim, and any resulting loss, liability, damages, fine, penalty and reasonable legal costs, arising from: (a) Customer Data, including a claim that it was collected, provided or processed without a required right, notice or consent; (b) use of the Platform by the Customer, its Authorized Users or anyone using its links, in breach of these Terms or the law; (c) the Customer's filings, financial statements, legal work, communications and business decisions, including those made with AI Features; or (d) the Customer's dealings with its own clients, employees, payers and Third-Party Services. VertAcc will give prompt notice of the claim, let the Customer control its defence with counsel reasonably acceptable to VertAcc, and cooperate at the Customer's expense; the Customer may not settle a claim in a way that imposes an obligation or admission on VertAcc without VertAcc's consent.
21. Time limit for claims
Any claim arising out of or relating to the Platform, the Services or these Terms must be commenced within one (1) year after the claimant first knew or ought reasonably to have known of it, after which it is barred. Where the parties are not consumers, these Terms are a "business agreement" within the meaning of section 22 of Ontario's Limitations Act, 2002, and this section varies the limitation period as subsection 22(5) permits. Where a longer period cannot lawfully be shortened, the shortest permitted period applies.
22. Governing law, forum and disputes
22.1 These Terms, and any dispute arising out of or relating to them, the Platform or the Services, are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
22.2 The parties attorn to the exclusive jurisdiction of the courts of Ontario sitting at Ottawa, except that either party may seek urgent injunctive relief, and VertAcc may bring a claim for amounts owing, in any court of competent jurisdiction.
22.3 Before starting a proceeding (other than for urgent relief or an undisputed debt), the parties will try in good faith to resolve the dispute by discussion between senior representatives for at least 30 days after written notice of it.
22.4 To the extent permitted by law, claims may be brought only in a party's individual capacity, and not as a plaintiff or class member in a class or representative proceeding.
23. Changes to these Terms
We may update these Terms as the Platform, our services or the law change. Each version is numbered and dated, and earlier versions remain available. If we make a material change, we will give notice in the Platform or by email at least 30 days before it takes effect (unless the change is required sooner by law or is needed for security), and we may ask you to accept the updated Terms to continue using the Platform. If you do not agree to a change, you may end your subscription under section 14.7 before it takes effect, and the change will not apply to you during that notice period. A change to these Terms does not change a signed Agreement during its term (section 2.1).
24. General
24.1 Notices. We may give notice by email to the account's address, in the Platform, or by post. Notices to VertAcc must be sent to info@vertacc.com, marked "Legal Notice", or by post to the address in section 25. A notice by email is received on the next business day after sending unless a delivery failure is received.
24.2 Electronic communications. You agree to receive agreements, notices and other communications electronically, and that they satisfy any legal requirement for writing.
24.3 Assignment. A Customer may not assign these Terms without our written consent, not to be unreasonably withheld. We may assign them to an affiliate or in connection with a merger, reorganization or sale of all or substantially all of our business or assets, on notice.
24.4 Service providers. We may use subcontractors and service providers to provide the Platform and Services and remain responsible for their performance of our obligations.
24.5 Force majeure. Neither party is liable for delay or failure (other than to pay money) caused by events beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil unrest, labour action, government action, cyberattack not caused by its own failure to maintain reasonable safeguards, or failure of utilities, internet, hosting or other third-party providers.
24.6 Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency (except as stated in section 10.3), fiduciary or employment relationship.
24.7 Entire agreement. These Terms, the Privacy Policy and any Agreement are the entire agreement between the parties on their subject matter and replace all prior proposals and discussions about it. Nothing in this section limits liability for fraudulent misrepresentation.
24.8 Severability. If any provision is held invalid or unenforceable, it will be read down to the minimum extent necessary to make it valid and enforceable, or, if that is not possible, severed, and the rest of these Terms will continue in effect.
24.9 No waiver. A failure or delay in enforcing a provision is not a waiver of it.
24.10 Interpretation. Headings are for convenience. These Terms will be interpreted according to their fair meaning and not strictly for or against either party.
24.11 Language. The parties have expressly required that these Terms and all related documents be drawn up in English. Les parties ont expressément exigé que les présentes conditions et tous les documents qui s'y rattachent soient rédigés en anglais. Where the law requires a French version to be made available to a Customer, we will provide one on request.
24.12 VertAcc Gov. Municipal services provided through VertAcc Gov are governed by the terms the municipality concerned makes available, not by these Terms, except where those terms incorporate them.
25. Contact
VertAcc Solutions Inc.
1 Rideau Street, Suite 700, Ottawa, Ontario K1N 8S7, Canada
info@vertacc.com · +1 (613) 908-5199