Terms and Conditions
TERMS & CONDITIONS
Last updated: 10 September 2020
1. ABOUT US
1.1 Company details.
LedgerPal Inc. is the parent company of LedgerTasks. It is a limited company registered in Canada (business number 800536666) with its registered office mailing address at PO Box 1044, Kemptville, ON K0G1J0 (“LedgerPal”, “we” or “us”). Our HST VAT number is 800536666. We operate the website https://www.ledgertasks.com/.
1.2 Contacting us.
For Partners: If you have questions relating to your account and/or billing, you can contact us within your account.
For Partners and Clients: To contact us for technical issues or support, please contact us within your account or e-mail our customer services team at hello@ledgerpal.com .
How to give us formal notice of any matter under the Contract is set out in clause 17.5.
2. OUR CONTRACT WITH YOU
2.1 Our contract.
These terms and conditions (“Terms”) apply to: (i) the order placed by you or your Linked Accountant (as the case may be); and/or (ii) the contract for the supply of Services by us to you (“Contract”). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 These terms apply to Clients and Partners of LedgerPal.
You should know if you are either a Client or a Partner, and these terms apply to you both. A Client means anyone signing up to use the Services including customers of Partners and Partner Clients, and who isn’t a Partner. A Partner means a bookkeeper or an accountant.
2.3 Users.
As a Partner, you are responsible for all Partner Users using the Services. As a Client, you are responsible for all Authorised Users using the Services.
2.3.1 – If you are a Client, we intend to enter into a separate agreement with any Linked Partner; and
2.3.2 – If you are a Partner, we intend to enter into a separate agreement with any Partner Clients, but you shall remain responsible for their use of the Services.
2.4 Unique client numbers.
In order to track the use of the Services by Partners, and to prevent unauthorised use of the Services as set out in clause 7, we shall assign each user account with a unique client number
2.5 Mobile app users.
This Contract applies to your use of our website platform whether or not you access this on a mobile device.
2.6 Your copy.
You should print a copy of these Terms or save them to your device for future reference.
3. DEFINITIONS
“Annual Subscriber” means an annual subscriber as set out in the Plan;
“Authorised Users” means any of your Staff who are authorised by you to use the Services and the Documentation;
“Bundle” means a combination of Plan user licences, features, add-ons and other services packaged together for a set price as agreed between the parties and set out in clause 5.2;
“Business Day” means a day other than a Saturday, Sunday or public holiday;
“Confidential Information” means any information of a confidential nature (regardless of whether or not such information is recorded in any physical, electronic or other media) concerning either you or us which is confidential, commercially sensitive and not in the public domain (whether or not marked confidential);
“Control” shall be as defined in the Canadian Tax Act, and the expression “change of Control” shall be construed accordingly;
“Commencement Date” shall have the meaning given to it in clause 5.5;
“Customer Data” means the data inputted by you, Partner Users (if you are a Partner) or by us on your behalf, for the purpose of using the Services or facilitating your use of the Services.
“Demo” shall have the meaning given to it in clause 4.1;
“Documentation” means the document made available to you by us: (i) via email; or (ii) online and the user instructions for the Services;
“Fees” means the fees payable under this Contract (excluding VAT and all other relevant taxes, where applicable), as detailed by us from time to time including through our website and as part of the Order Confirmation;
“Free Trial” shall have the meaning given to it in clause 4.1;
“Initial Subscription Period” means for Monthly Subscribers a one-month period and for Annual Subscribers or Annual Commitment Pay Monthly Subscribers a 12-month period, in each case starting on the Commencement Date;
“Linked Accountant” means the accountant or bookkeeper whose account has been linked to your account at any time;
“Local Entity” shall have the meaning given to it in clause 9.5;
“Monthly Subscriber” means a monthly subscriber as set out in the Plan;
“Normal Business Hours” means 9.00 am to 5.00 pm Eastern time, each Business Day;
“Order Confirmation” shall have the meaning given to it in clause 5.5;
“Partner Clients” means your clients or customers who use the Services or on whose behalf you use the Services pursuant to the terms of the Plan including any of the Staff of those clients or customers;
“Partner Users” means (a) Authorised Users, and (b) Partner Clients;
“Plan” shall have the meaning given to it in clause 5.1, and shall form part of the Services;
“Renewal Period” shall have the meaning given to it in clause 16.1;
“Services” means the online products and services provided by LedgerPal to assist with the automation of bookkeeping and accountancy activities. This includes add-on services purchased separately (if any), unless stated otherwise in the add-on order confirmation; and
“Staff” means directors, partners, executives, employees, agents and/or independent contractors;
“Subscription Period” means the Initial Subscription Period together with any subsequent Renewal Periods.
4. Free Trials
4.1 You are entitled to request a demonstration or a free trial of the Services, led by us at an agreed time, for the purposes of deciding whether or not the Services meet your requirements (“Demo”). We may also from time to time agree to provide you with access to our Services with only limited functionality so that you can monitor activities by your Partner Clients (“Free Trial”). During any agreed Demo or Free Trial, the terms in Schedule 1 shall apply and this Contract shall be modified as provided in Schedule 1.
4.2 Following any Demo or Free Trial, you can decide whether to place an order with us in accordance with clause 5 below.
5. Our Services
5.1 Choosing your product. We shall propose a suitable product (a “Plan”) for your intended use of the Services based on the information that you provide to us (including the number of Partner Clients you require). You can downgrade or upgrade your Plan at any time, subject to clause 8.
5.2 Bundles. Where you choose a Bundle of services, you agree to use the services and pay the fees as agreed in that Bundle.
5.3 Placing your order. Each order is an offer by you to buy the Services specified in your order subject to these Terms. You can place an order with us:
• on the telephone by speaking to one of our customer services representatives (if available);
• by email either by sending an email confirming your order to either your customer services representative or to such other email address as we may notify you;
• online by following the onscreen prompts to choose your product and place an order; or
• in person at an event.
5.4 Correcting input errors. Our online order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
5.5 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (“Order Confirmation”), at which point and on which date (“Commencement Date”) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
5.6 Features: Additional terms and conditions may apply to certain features of our Services which are available to you as part of your Plan or Bundle. The additional terms and conditions which apply to your use of the following features are set out in Schedule 2 of these Terms: Bank Service; Bank Feeds; Invoice Fetch and Bank Fetch.
5.6 Licence. We grant you a non-exclusive and non-transferable limited right to permit the Authorised Users to access and use the Services and the Documentation during the Subscription Period in accordance with these Terms, without the right to grant sublicences (“Licence”).
5.8 Business use. The Services are for business use only.
5.9 Provision of Services. We shall, during the Subscription Period, provide the Services and make available the Documentation to you, on and subject to the Terms.
Availability. We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, during the Subscription Period, except for:
5.10.1 – planned maintenance carried out during the maintenance window which is usually 6.00 am to 10.00 am Eastern time on Saturdays; and
5.10.2 – unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 3 Normal Business Hours’ notice in advance.
5.11 Fair use. When using the Services, you shall comply with our fair use policy as amended from time to time, for example, only using the Services to request a reasonable volume of pages for extraction.
6. Our obligations
6.1 We undertake that the Services will be delivered using reasonable skill and care.
6.2 We provide support to all users via our website, or user forums and from time to time by telephone. You accept that, although we will use reasonable endeavours to solve problems identified by you, the nature of software is such that no guarantee can be provided that any particular problem will be solved.
6.3 LedgerPal:
6.3.1 does not warrant that:
• (i). your use of the Services will be uninterrupted or error-free; or
• (ii). that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements; and
6.3.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications networks and facilities.
7. Your Obligations
7.1 You shall:
7.1.1 – provide us with all necessary co-operation in relation to this Contract in order to provide the Services;
7.1.2 – without affecting your other obligations under this Contract, comply with all applicable laws and regulations with respect to your activities under this Contract;
7.1.3 ensure that the Partner Users use the Services and the Documentation in accordance with this Contract and shall be responsible for any Partner User’s breach of this (or their) Contract;
7.1.4 obtain and shall maintain all necessary licences (excluding licences to the software used by us to deliver the Services), consents, and permissions necessary for us, our contractors and agents to perform our obligations under this Contract, including without limitation the Services;
7.1.5 ensure that your network and systems comply with the relevant specifications provided by us or made available by us through our website from time to time;
7.1.6 ensure that each Authorised User keeps a secure password for their use of the Services and Documentation and that each Authorised User shall keep their password confidential; and
7.1.6 be, to the extent permitted by law and except as otherwise expressly provided in this Contract, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
7.2 You shall not access, store, distribute or transmit any worms, trojan horses, viruses and other similar things or devices, or any material during the course of your use of the Services that:
7.2.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
7.2.2 facilitates illegal activity;
7.2.3 depicts sexually explicit images;
7.2.4 promotes violence;
7.2.5 is discriminatory based on race, national origin, gender, colour, religious belief, sexual orientation or disability; or
7.2.6 is otherwise illegal or causes damage or injury to any person or property,
and we reserve the right, without liability or prejudice to our other rights to you, to disable your access to any material that breaches the provisions of this clause.
7.3 You shall not:
7.3.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Contract
• (i). attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Documentation (as applicable) in any form or media or by any means; or
• (ii). attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or
7.3.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
7.3.3 use the Services and/or Documentation to provide services to third parties; or
7.3.4 subject to clause 17.4, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party (other than Partner Users if you are a Partner); or
7.3.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than for Partner Users or as otherwise provided for under this clause 7.; or
7.3.6 exceed the usage limits as set out in your agreed Plan or Bundle or, if you are a Partner remove and add (or attempt to remove and add) different Partner Clients of yours, or otherwise manipulate the number of your Partner Clients, for the purpose of ensuring that you stay within the set user limits defined in your Plan or Bundle.
7.4 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event that you have become aware of any such unauthorised access or use, promptly notify us.
7.5 The rights provided under this clause 7 are granted to you only, and shall not be considered granted to any of your subsidiaries or any holding company unless otherwise agreed by us.
7.6 You indemnify us against any loss or damage we incur as a result of your breach of this clause 7 or any other term of this Agreement.
8. Changes
8.1 Services. We reserve the right to amend any aspect of the Services from time to time if required by any applicable statutory or regulatory requirement or to improve the Services. Any such improvement will not materially adversely affect the nature or performance of the Services.
8.2 Plan. We reserve the right to change your Plan from time to time if we decide, in our sole discretion, that your chosen Plan is no longer suitable. Subject to clause 9.7, you can also change your Plan at any time by speaking to one of our customer services representatives. Any change to your Plan will automatically terminate this Contract, in accordance with clause 16.3.1(ii), which will be superseded by another order confirmation and associated contract. If you exceed the usage limits defined in your Plan or any Bundle we agree with you, we reserve the right to change the Plan or Bundle that you are on and/or charge you for the additional use of the Services outside of your Plan or Bundle in the next billing period.
8.3 Add-ons. You can purchase additional complimentary services from us either as part of your Bundle or in addition to your Plan or Bundle. Your use of the following add-on services will be subject to the separate terms and conditions which are set out in the Add-on Terms and Conditions in Schedule 3. Please note that where you opt-in for an Add-on, these general terms may be superseded by the terms in the Add-on Terms and Conditions, so please read them carefully before agreeing. If you exceed the usage limits that we agree with you for any Add-on, including Add-ons included as part of a Bundle, we reserve the right to charge you for the additional use of the Add-on in the next billing period.
8.4 Discounts. Where offers or discounts have been applied to your Fees by our sales team, we reserve the right to remove these offers or discounts at any time in our sole discretion. Where we decide to remove any offers or discounts, we will notify you in writing.
9. Charges and payment
9.1 If you are a Client and have received written notice from your Linked Accountant that you do not need to pay any Fees to us, then the payment terms you have agreed with such Linked Accountant in relation to payment will apply instead of this clause 9.
9.2 In consideration of us providing the Services to you, and in accordance with your Plan, you shall pay the Fees to us in accordance with this clause 9. The Fees shall be due and payable by you as follows:
9.2.1 if you are an Annual Subscriber, annually in advance on the Commencement Date or relevant renewal date; or
9.2.2 if you are a Monthly Subscriber or an Annual Commitment Pay Monthly Subscriber (see clause 9.6), monthly in advance on the Commencement Date or relevant renewal date.
9.3 All amounts and Fees stated or referred to in this Contract:
9.3.1 shall be payable in the advertised currency; and
9.3.2 are non-cancellable and non-refundable.
9.4 We reserve the right to increase the Fees, either:
9.4.1 where you exceed your agreed usage limits as described in clauses 8.2 and 8.3; or
9.4.2 at any time (on reasonable notice which shall not, in any event, exceed the time periods in clause 16.1.2) and any such increase shall not be applied until the Renewal Period following the date of such notice (or the first Renewal Period if you are in the Initial Subscription Period when notice is given); or
9.4.3 on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index (or if your Local Entity is not LedgerPal Limited, then the equivalent national measure of inflation published by the government of the jurisdiction in which your Local Entity is located) in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index as at such anniversary.
9.5 You will be invoiced by LedgerPal inc.
Annual Commitment Pay Monthly Subscription
9.6 If you are not already on an Annual Commitment Pay Monthly (“ACPM Plan”), you may upgrade your existing plan to an ACPM Plan during the Initial Subscription Period or any Renewal Period by contacting us to agree the terms of your ACPM Plan, and once agreed the ACPM Plan shall commence on your next monthly invoice date (“Upgrade Date”). Your upgraded ACPM Plan will continue for the remainder of your Initial Subscription Period or Renewal Period and then renew in accordance with clause 16.5.
9.7 You are not permitted to cancel or downgrade your ACPM Plan until the end of the Initial Subscription Period or any Renewal Period (as applicable) provided you give at least 30 days’ notice (in writing/email) of your intention to downgrade or cancel. Any downgrade to your ACPM Plan will take effect from the commencement of the next Renewal Period.
9.8 During the Initial Subscription Period and any Renewal Period, the fee for your ACPM Plan (“ACPM Plan Fee”) shall be payable in monthly instalments, commencing on the Commencement Date (and each anniversary thereof). During the Initial Subscription Period, and any Renewal Period, you shall be billed on a monthly basis, in advance.
9.9 LedgerPal reserves the right to increase the ACPM Plan Fee in respect of any Renewal Period. LedgerPal shall notify you of any such increase to the ACPM Plan Fee at least 30 days prior to the commencement of the relevant Renewal Period. The increased ACPM Plan Fee shall continue to be payable in monthly instalments, commencing at the start of the relevant Renewal Period, provided that, upon receipt of notice of an increase to the ACPM Plan Fee you may request the transfer of your subscription to an alternative Plan. Any such transfer of your Plan is subject to LedgerPal’s consent.
9.10 If LedgerPal terminates your ACPM Plan for any reason, we may charge you an early termination fee. The early termination fee shall be no more than the fees and charges you would have paid for the remainder of the Initial Subscription Period or Renewal Period, as appropriate.
9.11 If at any time during the Initial Subscription Period or any Renewal Period of your ACPM Plan you: (i) cancel (or attempt to cancel) your ACPM Plan; or (ii) fail to pay any amount due under your agreement with LedgerPal on the due date for payment and remain in default for more than 30 days after being notified in writing to make such payment, then LedgerPal may: (i) revoke all licences granted you immediately by preventing you from accessing our Services without notice; and/or (ii) terminate the agreement with immediate effect.
9.12 Any changes to your Plan or Bundle shall not relieve you of your obligation to pay the balance of the ACPM Plan Fee for the remainder of the Initial Subscription Period or any Renewal Period unless otherwise agreed in writing by LedgerPal.
10. Proprietary rights
10.1 You acknowledge and agree that LedgerPal and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Contract does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
10.2 We confirm that we have all the rights in relation to the Services and the Documentation that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of this Contract.
11. Consultancy services
11.1 We may, from time to time, agree to provide certain consultancy services to you, including, but not limited to, training and marketing and team productivity advice and support (“Consultancy Services”). The provision of any such Consultancy Services will be subject to a separate consultancy services agreement describing the services we agree to supply, the timetable for their performance, fees, payment terms and any related matters.
12. Confidentiality
12.1 Neither party shall disclose the other party’s Confidential Information to a third party, except that each party may disclose the other’s Confidential Information:
12.1.1 to its employees, officers, representatives, service providers, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Terms, provided always that such recipients shall be made aware of the confidential nature of the Confidential Information they receive and shall agree to reasonable confidentiality undertakings to protect such Confidential Information;
12.1.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; or
12.1.3 as described in our privacy policy or under clause 14
12.2 Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under these Terms and you will on our written request or on termination of this Contract:
12.2.1 cease to use our Confidential Information; and
12.2.2 as soon as reasonably practicable return to us or securely destroy (or in respect of information held electronically permanently delete (to the extent technically feasible) all of our Confidential Information in your possession.
12.3 You acknowledge that details of the Services, and the results of any performance tests of the Services, constitutes our Confidential Information.
12.4 We acknowledge that the Customer Data is your Confidential Information.
12.5 The above provisions of this clause 12 shall survive termination of this Contract, however arising.
13. Customer Data
13.1 You shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. You consent to our use and our hosting provider’s use of the Customer Data for the purposes of providing the Services
13.2 You indemnify us against any loss or damage we incur as a result of, or in connection with, any third party claim alleging that any of the Customer Data infringes or misappropriates that third party’s intellectual property rights and will promptly pay us the amount of any adverse judgment or settlement together with our reasonable legal fees in relation to such a claim.
13.3 In the event of any loss or damage to Customer Data, your sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Data maintenance and back-up).
14. Data protection
14.1 In this clause 14:
14.1.1 “Data Protection Legislation” shall mean the Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/679 (as applicable) and any other
applicable laws relating to the protection of personal data and the privacy of individuals (all as amended, updated or re-enacted from time to time); and
14.1.2 “Personal Data”, “Controller”, “Processor”, “Data Subject” and “Processing” shall have the same meaning as in the Data Protection Legislation.
14.2 The parties acknowledge that we are a Processor acting on your behalf and that, for the purposes of this Contract:
14.2.1 the types of Personal Data are: names, contact details and other personal information on invoices or receipts uploaded or any other item added or submitted to us, and the categories of Data Subjects are: your Staff and Staff of your Partner Clients and any other individuals identified in documents uploaded by you (“Personal Data”); and
14.2.2 the nature/purpose of the Processing is to enable us to carry out the Services (which form the subject matter of the Processing), or to provide analytics services as requested by you, and the duration of the Processing shall be the term of this Contract.
14.3 We will also act as Controller in respect of our use of personal data relating to your Staff and the Staff of your Partner Clients.
14.4 We shall comply with our obligations under the Data Protection Legislation in respect of the Personal Data and shall, where we are acting as your Processor:
14.4.1: Process the Personal Data only to the extent, and in such manner, as is necessary for the purpose of providing the Services and in accordance with your written instructions and this clause 14;
14.4.2: implement appropriate technical and organisational measures in accordance with the Data Protection Legislation to ensure a level of security appropriate to the risks that are presented by such Processing;
14.4.3: ensure that any employees or other persons authorised to Process the Personal Data are subject to appropriate obligations of confidentiality;
14.4.4: on your request and taking into account the nature of the Processing and the information available to us, assist you in ensuring compliance with our obligations under Articles 32 to 36 of the General Data Protection Regulation (EU) 2016/679 (where applicable) in respect of the Partner Personal Data;
14.4.5: procure by way of a written contract that any subprocessors it appoints to carry out its processing obligations under this Contract will, at all times during the engagement, be subject to data processing obligations equivalent to those set out in this clause 14;
14.4.6: not engage any third party to carry out its processing obligations under this Contract without obtaining your prior written consent, save that you hereby consent to our use of the following subprocessors: (i) members of our group; and (ii) service providers we appoint (a list of which is available on request);
14.4.7: notify you, as soon as reasonably practicable, about any request or complaint received from a Data Subject (without responding to that request, unless authorised to do so by you) and assist you by technical and organisational measures, insofar as possible, for the fulfilment of your obligations in respect of such requests and complaints;
14.4.8: notify you without undue delay on becoming aware of a Personal Data breach;
14.4.9: on your request, make available all information necessary to demonstrate our compliance with this clause 14 and on reasonable advance notice in writing otherwise permit, and contribute to, audits you (or your authorised representative) carry out with respect to the Personal Data, provided that you shall (or shall ensure your authorised representatives shall):
1. sign a non-disclosure agreement in terms acceptable to us prior to undertaking such audit;
2. be accompanied by a member of our Staff at all times while on site during the audit;
3. use your reasonable endeavours to ensure that the conduct of any such audit does not unreasonably disrupt our normal business operations; and
4. comply with our relevant IT and security policies whilst carrying out any such audit.
14.4.10: You acknowledge that clause 14.4.1 shall not apply to the extent that we are required by law to Process the Personal Data other than in accordance with your instructions and we acknowledge that, in such a case, we must promptly inform you of the relevant legal requirement prior to Processing (unless the law prohibits the provision of such information on important grounds of public interest).
15. Limitation of liability
15.1 Except as expressly and specifically provided in this Contract:
15.1.1 you assume sole responsibility for results obtained from your use of the Services and the Documentation, and for conclusions drawn from such use. We shall have no responsibility for: (i) any advice you provide to Partner Clients or any loss or decisions you or your Partner Clients make; or (ii) any advice provided to you by any Linked
Accountant or any decisions you or your Linked Accountant make and shall have no liability for any loss or damage caused by such advice given or decisions made; and
15.1.2 you assume sole responsibility for results obtained from your use of the Services and the Documentation, and for conclusions drawn from such use. We shall have no responsibility for: (i) any advice you provide to Partner Clients or any loss or decisions you or your Partner Clients make; or (ii) any advice provided to you by any Linked Accountant or any decisions you or your Linked Accountant make and shall have no liability for any loss or damage caused by such advice given or decisions made; and.15.1.1 you assume sole responsibility for results obtained from your use of the Services and the Documentation, and for conclusions drawn from such use. We shall have no responsibility for: (i) any advice you provide to Partner Clients or any loss or decisions you or your Partner Clients make; or (ii) any advice provided to you by any Linked Accountant or any decisions you or your Linked Accountant make and shall have no liability for any loss or damage caused by such advice given or decisions made; and
15.2 Nothing in this Contract excludes our liability:
15.2.1 for death or personal injury caused by our negligence; or
15.2.2 or fraud or fraudulent misrepresentation.
15.3 We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of opportunities, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses in each case however arising under this Contract.
15.4 Subject to clauses 15.1, 15.2 and 15.3, our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited in the Initial Subscription Period and each Renewal Period to the total Fees payable by you during that relevant period.
16. Term and termination
16.1 This Contract shall commence on the Commencement Date and, unless terminated earlier in accordance with this clause 1, shall continue for the Initial Subscription Period and, thereafter, the Contract shall be automatically renewed for successive periods of time (each a “Renewal Period)”, see period of time applicable in the table below), unless:
16.1.1 if you are a Partner or a Client, either party notifies the other party of termination, in writing, with notice (see table below for applicable minimum required notice period) before the end of the Initial Subscription Period or any Renewal Period, or
16.1.2 if you are a Client only, you cancel the automatic renewal of the subscription to your Plan by pressing the ‘Cancel subscription’ button in the My Profile tab of your account; or 1.1.3 the Contract is otherwise terminated in accordance with the provisions of these Terms.
16.2 We reserve the right to suspend the provision of Services and/or Documentation to you and/or Partner Users (if you are a Partner) from time to time at our sole discretion.
16.3 Without affecting any other right or remedy available to us:
16.3.1 we may terminate this Contract with immediate effect by giving written notice to you if:
(i) there is a change of Control; (ii) there is a change of Plan; or (iii) you opt to move from a Monthly Subscriber to an Annual Subscriber.
16.4 We may terminate this Contract for any reason by providing you with at least 30 days’ written notice.
16.5 Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:
16.5.1 the other party fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
16.5.2 the other party commits a material breach of any other term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
16.5.3. the other party repeatedly breaches any of the terms of this Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract;
16.5.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
16.5.5 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
16.5.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
16.5.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
16.5.8 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
16.5.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
16.5.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days; and
16.5.11 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 1.4.4 to clause 1.4.10 (inclusive);
16.6 On termination of this Contract for any reason:
16.6.1 we may still provide you with access to our Services and/or Documentation provided that:
(i) you use the Services and/or Documentation strictly in accordance with the terms of this Contract (except that you shall no longer have the obligation to pay any Fees);
(ii) you access and use the Services entirely at your own risk and therefore we shall not be liable for any claim, damages or other liability arising from or in connection with your use of the Services;
(iii) the Services and the Documentation are provided to you on an “as is” basis; and
(iv) we reserve the right to revoke all licences granted under this Contract immediately by preventing you from accessing our Services without notice;
16.6.2 we may destroy or otherwise dispose of any of the Customer Data in our possession, unless we receive, no later than ten days after the date of the termination of this Contract, a written request for the delivery to you of the then most recent back-up of the Customer Data. We shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in returning or disposing of Customer Data; and
16.6.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination, shall not be affected or prejudiced.
17. General
17.1 Force majeure. We shall not have any liability if we are prevented or delayed in performing our obligations under this Contract, or from carrying on our business, by any acts, events, omissions or accidence beyond our reasonable control including, without limitation, governmental action, fire, flood, insurrection, earthquake, power failure, riot, act of terrorism, war, explosion, embargo, strike, labour or material shortage, transportation interruption of any kind, work slowdown, failure of a utility service or telecommunications network or default of suppliers or sub-contractors.
17.2 Entire agreement. These Terms, together with any webpages, documents or policies incorporated into these Terms by reference, constitute the entire agreement and understanding between you and us relating to the matters contemplated by these Terms and supersedes and extinguishes all previous agreements (if any and whether in writing or not) between you and us in relation to such matters. The parties acknowledge and agree that, except as otherwise expressly provided for in these Terms, they are not entering into these Terms on the basis of, and are not relying on and have not relied on, any statement, representation, warranty or other provision (in any case whether oral,
written, expressed or implied) made, given, or agreed to by any person (whether a party to these Terms or not) in relation to the subject matter of these Terms, provided that nothing in these Terms shall exclude any party from liability for fraud or fraudulent misrepresentation.
17.3 Revision to terms. We reserve the right to revise the terms of this Contract by updating the Terms on our website. You are advised to check the website periodically for notices concerning such revisions. Your continued use of the Services shall be deemed to constitute acceptance of any revised terms.
17.4 Assignment. You shall not assign, transfer, sub-contract any rights or obligations under these Terms without our prior written consent (such consent not to be unreasonably withheld) and any unauthorised assignment shall be null and void. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Contract. We shall remain liable for the performance of our subcontractors.
17.5 Notices. Notices to us must be sent to hello@ledgerpal.com. We will send notices to you to the then current email address on your account.
17.6 Waiver. Except as otherwise provided in these Terms, a waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
17.7 Severability. If any provision or part-provision of these Terms shall be held to be invalid, illegal, void or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
17.8 No partnership or agency. Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
17.9 Third party rights. These Terms do not confer any rights on any person or party (other than the parties to this Contract and, where applicable, their successors and permitted assigns).
17.10 Governing law. This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Canada Jurisdiction. Each party irrevocably agrees that the courts of Canada shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
Schedule 1
Demos and Free Trials
1. We grant you a non-exclusive and non-transferable limited right to access and use the Services and the Documentation during the Demo or Free Trial. We reserve the right to revoke the licence granted under this paragraph 1, and terminate this Contract, at any time and without notice by preventing you from accessing our Services.
2. You shall use the Services and/or Documentation during a Demo or Free Trial strictly in accordance with the terms of this Contract (except that clause 5, 6.1 and 16 shall not apply and unless otherwise agreed no Fees shall be due in respect of such Demo or Free Trial under clause 9).
3. You shall not use or attempt to use the Services accessed as part of the Demo for the purpose of processing receipts relating to your own business.
4. You shall not attempt to circumvent any limitations placed on the Service during any Demo or Free Trial.
5. During the Demo or Free Trial, you agree that the Services and/or Documentation are provided AS IS with no representation, guarantee or warranty of any kind as to their functionality, quality, performance, suitability or fitness for purpose.
6. We shall not be liable for any claim, damages, loss or other liability arising from or in connection with your use of the Services and/or Documentation during the Demo or Free Trial. For the avoidance of doubt, during the Demo or Free Trial, this paragraph shall apply in place of clause 15.4.
Schedule 2
Terms and Conditions for LedgerPal features
1. Applicability
1.1 These Additional Terms and Conditions supplement LedgerPal’s main terms and conditions (“General Terms and Conditions”) and govern your usage of certain features of the Service. By electing to receive these features you agree to be bound by these additional Terms and Conditions.
1.2 “Features” are additional products which form part of certain Plans or Bundles but which no additional cost is charged for their usage (unless otherwise determined by LedgerPal). These additional Terms and Conditions apply to your use of any features offered by LedgerPal:
1.3 In the event of any conflict between the General Terms and Conditions and these feature Terms and Conditions, these Terms and Conditions shall prevail.
1.4 These Additional Terms and Conditions are governed by Canadian Law and are subject to the exclusive jurisdiction of the Courts of Canada.
Schedule 3
Add-on Terms and Conditions
1. Applicability
1.1 These Terms and Conditions supplement LedgerPal’s main terms and conditions (“General Terms and Conditions”) and govern your usage of certain Add-ons of the Service. By electing to receive these Add-ons you agree to be bound by these additional Terms and Conditions.
1.2 “Add-ons” are additional products which can be turned on and off by you and which may form part of your Plan or Bundle. Add-ons are different from features because turning them on or exceeding the set user limits defined in your Bundle will incur an additional cost, unless otherwise determined by LedgerPal.
1.3 These Add-on Terms and Conditions apply to your use of any Add-on features offered by LedgerPal if you elect to use them:
1.4 In the event of any conflict between the General Terms and Conditions and these Add-on Terms and Conditions, these Add-on Terms and Conditions shall prevail.
1.5 These Additional Terms and Conditions are governed by Canadian Law and are subject to the exclusive jurisdiction of the Courts of Canada
Last updated: 10 September 2020
1. ABOUT US
1.1 Company details.
LedgerPal Inc. is the parent company of LedgerTasks. It is a limited company registered in Canada (business number 800536666) with its registered office mailing address at PO Box 1044, Kemptville, ON K0G1J0 (“LedgerPal”, “we” or “us”). Our HST VAT number is 800536666. We operate the website https://www.ledgertasks.com/.
1.2 Contacting us.
For Partners: If you have questions relating to your account and/or billing, you can contact us within your account.
For Partners and Clients: To contact us for technical issues or support, please contact us within your account or e-mail our customer services team at hello@ledgerpal.com .
How to give us formal notice of any matter under the Contract is set out in clause 17.5.
2. OUR CONTRACT WITH YOU
2.1 Our contract.
These terms and conditions (“Terms”) apply to: (i) the order placed by you or your Linked Accountant (as the case may be); and/or (ii) the contract for the supply of Services by us to you (“Contract”). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 These terms apply to Clients and Partners of LedgerPal.
You should know if you are either a Client or a Partner, and these terms apply to you both. A Client means anyone signing up to use the Services including customers of Partners and Partner Clients, and who isn’t a Partner. A Partner means a bookkeeper or an accountant.
2.3 Users.
As a Partner, you are responsible for all Partner Users using the Services. As a Client, you are responsible for all Authorised Users using the Services.
2.3.1 – If you are a Client, we intend to enter into a separate agreement with any Linked Partner; and
2.3.2 – If you are a Partner, we intend to enter into a separate agreement with any Partner Clients, but you shall remain responsible for their use of the Services.
2.4 Unique client numbers.
In order to track the use of the Services by Partners, and to prevent unauthorised use of the Services as set out in clause 7, we shall assign each user account with a unique client number
2.5 Mobile app users.
This Contract applies to your use of our website platform whether or not you access this on a mobile device.
2.6 Your copy.
You should print a copy of these Terms or save them to your device for future reference.
3. DEFINITIONS
“Annual Subscriber” means an annual subscriber as set out in the Plan;
“Authorised Users” means any of your Staff who are authorised by you to use the Services and the Documentation;
“Bundle” means a combination of Plan user licences, features, add-ons and other services packaged together for a set price as agreed between the parties and set out in clause 5.2;
“Business Day” means a day other than a Saturday, Sunday or public holiday;
“Confidential Information” means any information of a confidential nature (regardless of whether or not such information is recorded in any physical, electronic or other media) concerning either you or us which is confidential, commercially sensitive and not in the public domain (whether or not marked confidential);
“Control” shall be as defined in the Canadian Tax Act, and the expression “change of Control” shall be construed accordingly;
“Commencement Date” shall have the meaning given to it in clause 5.5;
“Customer Data” means the data inputted by you, Partner Users (if you are a Partner) or by us on your behalf, for the purpose of using the Services or facilitating your use of the Services.
“Demo” shall have the meaning given to it in clause 4.1;
“Documentation” means the document made available to you by us: (i) via email; or (ii) online and the user instructions for the Services;
“Fees” means the fees payable under this Contract (excluding VAT and all other relevant taxes, where applicable), as detailed by us from time to time including through our website and as part of the Order Confirmation;
“Free Trial” shall have the meaning given to it in clause 4.1;
“Initial Subscription Period” means for Monthly Subscribers a one-month period and for Annual Subscribers or Annual Commitment Pay Monthly Subscribers a 12-month period, in each case starting on the Commencement Date;
“Linked Accountant” means the accountant or bookkeeper whose account has been linked to your account at any time;
“Local Entity” shall have the meaning given to it in clause 9.5;
“Monthly Subscriber” means a monthly subscriber as set out in the Plan;
“Normal Business Hours” means 9.00 am to 5.00 pm Eastern time, each Business Day;
“Order Confirmation” shall have the meaning given to it in clause 5.5;
“Partner Clients” means your clients or customers who use the Services or on whose behalf you use the Services pursuant to the terms of the Plan including any of the Staff of those clients or customers;
“Partner Users” means (a) Authorised Users, and (b) Partner Clients;
“Plan” shall have the meaning given to it in clause 5.1, and shall form part of the Services;
“Renewal Period” shall have the meaning given to it in clause 16.1;
“Services” means the online products and services provided by LedgerPal to assist with the automation of bookkeeping and accountancy activities. This includes add-on services purchased separately (if any), unless stated otherwise in the add-on order confirmation; and
“Staff” means directors, partners, executives, employees, agents and/or independent contractors;
“Subscription Period” means the Initial Subscription Period together with any subsequent Renewal Periods.
4. Free Trials
4.1 You are entitled to request a demonstration or a free trial of the Services, led by us at an agreed time, for the purposes of deciding whether or not the Services meet your requirements (“Demo”). We may also from time to time agree to provide you with access to our Services with only limited functionality so that you can monitor activities by your Partner Clients (“Free Trial”). During any agreed Demo or Free Trial, the terms in Schedule 1 shall apply and this Contract shall be modified as provided in Schedule 1.
4.2 Following any Demo or Free Trial, you can decide whether to place an order with us in accordance with clause 5 below.
5. Our Services
5.1 Choosing your product. We shall propose a suitable product (a “Plan”) for your intended use of the Services based on the information that you provide to us (including the number of Partner Clients you require). You can downgrade or upgrade your Plan at any time, subject to clause 8.
5.2 Bundles. Where you choose a Bundle of services, you agree to use the services and pay the fees as agreed in that Bundle.
5.3 Placing your order. Each order is an offer by you to buy the Services specified in your order subject to these Terms. You can place an order with us:
• on the telephone by speaking to one of our customer services representatives (if available);
• by email either by sending an email confirming your order to either your customer services representative or to such other email address as we may notify you;
• online by following the onscreen prompts to choose your product and place an order; or
• in person at an event.
5.4 Correcting input errors. Our online order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
5.5 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (“Order Confirmation”), at which point and on which date (“Commencement Date”) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
5.6 Features: Additional terms and conditions may apply to certain features of our Services which are available to you as part of your Plan or Bundle. The additional terms and conditions which apply to your use of the following features are set out in Schedule 2 of these Terms: Bank Service; Bank Feeds; Invoice Fetch and Bank Fetch.
5.6 Licence. We grant you a non-exclusive and non-transferable limited right to permit the Authorised Users to access and use the Services and the Documentation during the Subscription Period in accordance with these Terms, without the right to grant sublicences (“Licence”).
5.8 Business use. The Services are for business use only.
5.9 Provision of Services. We shall, during the Subscription Period, provide the Services and make available the Documentation to you, on and subject to the Terms.
Availability. We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, during the Subscription Period, except for:
5.10.1 – planned maintenance carried out during the maintenance window which is usually 6.00 am to 10.00 am Eastern time on Saturdays; and
5.10.2 – unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 3 Normal Business Hours’ notice in advance.
5.11 Fair use. When using the Services, you shall comply with our fair use policy as amended from time to time, for example, only using the Services to request a reasonable volume of pages for extraction.
6. Our obligations
6.1 We undertake that the Services will be delivered using reasonable skill and care.
6.2 We provide support to all users via our website, or user forums and from time to time by telephone. You accept that, although we will use reasonable endeavours to solve problems identified by you, the nature of software is such that no guarantee can be provided that any particular problem will be solved.
6.3 LedgerPal:
6.3.1 does not warrant that:
• (i). your use of the Services will be uninterrupted or error-free; or
• (ii). that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements; and
6.3.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications networks and facilities.
7. Your Obligations
7.1 You shall:
7.1.1 – provide us with all necessary co-operation in relation to this Contract in order to provide the Services;
7.1.2 – without affecting your other obligations under this Contract, comply with all applicable laws and regulations with respect to your activities under this Contract;
7.1.3 ensure that the Partner Users use the Services and the Documentation in accordance with this Contract and shall be responsible for any Partner User’s breach of this (or their) Contract;
7.1.4 obtain and shall maintain all necessary licences (excluding licences to the software used by us to deliver the Services), consents, and permissions necessary for us, our contractors and agents to perform our obligations under this Contract, including without limitation the Services;
7.1.5 ensure that your network and systems comply with the relevant specifications provided by us or made available by us through our website from time to time;
7.1.6 ensure that each Authorised User keeps a secure password for their use of the Services and Documentation and that each Authorised User shall keep their password confidential; and
7.1.6 be, to the extent permitted by law and except as otherwise expressly provided in this Contract, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
7.2 You shall not access, store, distribute or transmit any worms, trojan horses, viruses and other similar things or devices, or any material during the course of your use of the Services that:
7.2.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
7.2.2 facilitates illegal activity;
7.2.3 depicts sexually explicit images;
7.2.4 promotes violence;
7.2.5 is discriminatory based on race, national origin, gender, colour, religious belief, sexual orientation or disability; or
7.2.6 is otherwise illegal or causes damage or injury to any person or property,
and we reserve the right, without liability or prejudice to our other rights to you, to disable your access to any material that breaches the provisions of this clause.
7.3 You shall not:
7.3.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Contract
• (i). attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Documentation (as applicable) in any form or media or by any means; or
• (ii). attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or
7.3.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
7.3.3 use the Services and/or Documentation to provide services to third parties; or
7.3.4 subject to clause 17.4, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party (other than Partner Users if you are a Partner); or
7.3.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than for Partner Users or as otherwise provided for under this clause 7.; or
7.3.6 exceed the usage limits as set out in your agreed Plan or Bundle or, if you are a Partner remove and add (or attempt to remove and add) different Partner Clients of yours, or otherwise manipulate the number of your Partner Clients, for the purpose of ensuring that you stay within the set user limits defined in your Plan or Bundle.
7.4 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event that you have become aware of any such unauthorised access or use, promptly notify us.
7.5 The rights provided under this clause 7 are granted to you only, and shall not be considered granted to any of your subsidiaries or any holding company unless otherwise agreed by us.
7.6 You indemnify us against any loss or damage we incur as a result of your breach of this clause 7 or any other term of this Agreement.
8. Changes
8.1 Services. We reserve the right to amend any aspect of the Services from time to time if required by any applicable statutory or regulatory requirement or to improve the Services. Any such improvement will not materially adversely affect the nature or performance of the Services.
8.2 Plan. We reserve the right to change your Plan from time to time if we decide, in our sole discretion, that your chosen Plan is no longer suitable. Subject to clause 9.7, you can also change your Plan at any time by speaking to one of our customer services representatives. Any change to your Plan will automatically terminate this Contract, in accordance with clause 16.3.1(ii), which will be superseded by another order confirmation and associated contract. If you exceed the usage limits defined in your Plan or any Bundle we agree with you, we reserve the right to change the Plan or Bundle that you are on and/or charge you for the additional use of the Services outside of your Plan or Bundle in the next billing period.
8.3 Add-ons. You can purchase additional complimentary services from us either as part of your Bundle or in addition to your Plan or Bundle. Your use of the following add-on services will be subject to the separate terms and conditions which are set out in the Add-on Terms and Conditions in Schedule 3. Please note that where you opt-in for an Add-on, these general terms may be superseded by the terms in the Add-on Terms and Conditions, so please read them carefully before agreeing. If you exceed the usage limits that we agree with you for any Add-on, including Add-ons included as part of a Bundle, we reserve the right to charge you for the additional use of the Add-on in the next billing period.
8.4 Discounts. Where offers or discounts have been applied to your Fees by our sales team, we reserve the right to remove these offers or discounts at any time in our sole discretion. Where we decide to remove any offers or discounts, we will notify you in writing.
9. Charges and payment
9.1 If you are a Client and have received written notice from your Linked Accountant that you do not need to pay any Fees to us, then the payment terms you have agreed with such Linked Accountant in relation to payment will apply instead of this clause 9.
9.2 In consideration of us providing the Services to you, and in accordance with your Plan, you shall pay the Fees to us in accordance with this clause 9. The Fees shall be due and payable by you as follows:
9.2.1 if you are an Annual Subscriber, annually in advance on the Commencement Date or relevant renewal date; or
9.2.2 if you are a Monthly Subscriber or an Annual Commitment Pay Monthly Subscriber (see clause 9.6), monthly in advance on the Commencement Date or relevant renewal date.
9.3 All amounts and Fees stated or referred to in this Contract:
9.3.1 shall be payable in the advertised currency; and
9.3.2 are non-cancellable and non-refundable.
9.4 We reserve the right to increase the Fees, either:
9.4.1 where you exceed your agreed usage limits as described in clauses 8.2 and 8.3; or
9.4.2 at any time (on reasonable notice which shall not, in any event, exceed the time periods in clause 16.1.2) and any such increase shall not be applied until the Renewal Period following the date of such notice (or the first Renewal Period if you are in the Initial Subscription Period when notice is given); or
9.4.3 on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index (or if your Local Entity is not LedgerPal Limited, then the equivalent national measure of inflation published by the government of the jurisdiction in which your Local Entity is located) in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index as at such anniversary.
9.5 You will be invoiced by LedgerPal inc.
Annual Commitment Pay Monthly Subscription
9.6 If you are not already on an Annual Commitment Pay Monthly (“ACPM Plan”), you may upgrade your existing plan to an ACPM Plan during the Initial Subscription Period or any Renewal Period by contacting us to agree the terms of your ACPM Plan, and once agreed the ACPM Plan shall commence on your next monthly invoice date (“Upgrade Date”). Your upgraded ACPM Plan will continue for the remainder of your Initial Subscription Period or Renewal Period and then renew in accordance with clause 16.5.
9.7 You are not permitted to cancel or downgrade your ACPM Plan until the end of the Initial Subscription Period or any Renewal Period (as applicable) provided you give at least 30 days’ notice (in writing/email) of your intention to downgrade or cancel. Any downgrade to your ACPM Plan will take effect from the commencement of the next Renewal Period.
9.8 During the Initial Subscription Period and any Renewal Period, the fee for your ACPM Plan (“ACPM Plan Fee”) shall be payable in monthly instalments, commencing on the Commencement Date (and each anniversary thereof). During the Initial Subscription Period, and any Renewal Period, you shall be billed on a monthly basis, in advance.
9.9 LedgerPal reserves the right to increase the ACPM Plan Fee in respect of any Renewal Period. LedgerPal shall notify you of any such increase to the ACPM Plan Fee at least 30 days prior to the commencement of the relevant Renewal Period. The increased ACPM Plan Fee shall continue to be payable in monthly instalments, commencing at the start of the relevant Renewal Period, provided that, upon receipt of notice of an increase to the ACPM Plan Fee you may request the transfer of your subscription to an alternative Plan. Any such transfer of your Plan is subject to LedgerPal’s consent.
9.10 If LedgerPal terminates your ACPM Plan for any reason, we may charge you an early termination fee. The early termination fee shall be no more than the fees and charges you would have paid for the remainder of the Initial Subscription Period or Renewal Period, as appropriate.
9.11 If at any time during the Initial Subscription Period or any Renewal Period of your ACPM Plan you: (i) cancel (or attempt to cancel) your ACPM Plan; or (ii) fail to pay any amount due under your agreement with LedgerPal on the due date for payment and remain in default for more than 30 days after being notified in writing to make such payment, then LedgerPal may: (i) revoke all licences granted you immediately by preventing you from accessing our Services without notice; and/or (ii) terminate the agreement with immediate effect.
9.12 Any changes to your Plan or Bundle shall not relieve you of your obligation to pay the balance of the ACPM Plan Fee for the remainder of the Initial Subscription Period or any Renewal Period unless otherwise agreed in writing by LedgerPal.
10. Proprietary rights
10.1 You acknowledge and agree that LedgerPal and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Contract does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
10.2 We confirm that we have all the rights in relation to the Services and the Documentation that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of this Contract.
11. Consultancy services
11.1 We may, from time to time, agree to provide certain consultancy services to you, including, but not limited to, training and marketing and team productivity advice and support (“Consultancy Services”). The provision of any such Consultancy Services will be subject to a separate consultancy services agreement describing the services we agree to supply, the timetable for their performance, fees, payment terms and any related matters.
12. Confidentiality
12.1 Neither party shall disclose the other party’s Confidential Information to a third party, except that each party may disclose the other’s Confidential Information:
12.1.1 to its employees, officers, representatives, service providers, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Terms, provided always that such recipients shall be made aware of the confidential nature of the Confidential Information they receive and shall agree to reasonable confidentiality undertakings to protect such Confidential Information;
12.1.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; or
12.1.3 as described in our privacy policy or under clause 14
12.2 Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under these Terms and you will on our written request or on termination of this Contract:
12.2.1 cease to use our Confidential Information; and
12.2.2 as soon as reasonably practicable return to us or securely destroy (or in respect of information held electronically permanently delete (to the extent technically feasible) all of our Confidential Information in your possession.
12.3 You acknowledge that details of the Services, and the results of any performance tests of the Services, constitutes our Confidential Information.
12.4 We acknowledge that the Customer Data is your Confidential Information.
12.5 The above provisions of this clause 12 shall survive termination of this Contract, however arising.
13. Customer Data
13.1 You shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. You consent to our use and our hosting provider’s use of the Customer Data for the purposes of providing the Services
13.2 You indemnify us against any loss or damage we incur as a result of, or in connection with, any third party claim alleging that any of the Customer Data infringes or misappropriates that third party’s intellectual property rights and will promptly pay us the amount of any adverse judgment or settlement together with our reasonable legal fees in relation to such a claim.
13.3 In the event of any loss or damage to Customer Data, your sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Data maintenance and back-up).
14. Data protection
14.1 In this clause 14:
14.1.1 “Data Protection Legislation” shall mean the Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/679 (as applicable) and any other
applicable laws relating to the protection of personal data and the privacy of individuals (all as amended, updated or re-enacted from time to time); and
14.1.2 “Personal Data”, “Controller”, “Processor”, “Data Subject” and “Processing” shall have the same meaning as in the Data Protection Legislation.
14.2 The parties acknowledge that we are a Processor acting on your behalf and that, for the purposes of this Contract:
14.2.1 the types of Personal Data are: names, contact details and other personal information on invoices or receipts uploaded or any other item added or submitted to us, and the categories of Data Subjects are: your Staff and Staff of your Partner Clients and any other individuals identified in documents uploaded by you (“Personal Data”); and
14.2.2 the nature/purpose of the Processing is to enable us to carry out the Services (which form the subject matter of the Processing), or to provide analytics services as requested by you, and the duration of the Processing shall be the term of this Contract.
14.3 We will also act as Controller in respect of our use of personal data relating to your Staff and the Staff of your Partner Clients.
14.4 We shall comply with our obligations under the Data Protection Legislation in respect of the Personal Data and shall, where we are acting as your Processor:
14.4.1: Process the Personal Data only to the extent, and in such manner, as is necessary for the purpose of providing the Services and in accordance with your written instructions and this clause 14;
14.4.2: implement appropriate technical and organisational measures in accordance with the Data Protection Legislation to ensure a level of security appropriate to the risks that are presented by such Processing;
14.4.3: ensure that any employees or other persons authorised to Process the Personal Data are subject to appropriate obligations of confidentiality;
14.4.4: on your request and taking into account the nature of the Processing and the information available to us, assist you in ensuring compliance with our obligations under Articles 32 to 36 of the General Data Protection Regulation (EU) 2016/679 (where applicable) in respect of the Partner Personal Data;
14.4.5: procure by way of a written contract that any subprocessors it appoints to carry out its processing obligations under this Contract will, at all times during the engagement, be subject to data processing obligations equivalent to those set out in this clause 14;
14.4.6: not engage any third party to carry out its processing obligations under this Contract without obtaining your prior written consent, save that you hereby consent to our use of the following subprocessors: (i) members of our group; and (ii) service providers we appoint (a list of which is available on request);
14.4.7: notify you, as soon as reasonably practicable, about any request or complaint received from a Data Subject (without responding to that request, unless authorised to do so by you) and assist you by technical and organisational measures, insofar as possible, for the fulfilment of your obligations in respect of such requests and complaints;
14.4.8: notify you without undue delay on becoming aware of a Personal Data breach;
14.4.9: on your request, make available all information necessary to demonstrate our compliance with this clause 14 and on reasonable advance notice in writing otherwise permit, and contribute to, audits you (or your authorised representative) carry out with respect to the Personal Data, provided that you shall (or shall ensure your authorised representatives shall):
1. sign a non-disclosure agreement in terms acceptable to us prior to undertaking such audit;
2. be accompanied by a member of our Staff at all times while on site during the audit;
3. use your reasonable endeavours to ensure that the conduct of any such audit does not unreasonably disrupt our normal business operations; and
4. comply with our relevant IT and security policies whilst carrying out any such audit.
14.4.10: You acknowledge that clause 14.4.1 shall not apply to the extent that we are required by law to Process the Personal Data other than in accordance with your instructions and we acknowledge that, in such a case, we must promptly inform you of the relevant legal requirement prior to Processing (unless the law prohibits the provision of such information on important grounds of public interest).
15. Limitation of liability
15.1 Except as expressly and specifically provided in this Contract:
15.1.1 you assume sole responsibility for results obtained from your use of the Services and the Documentation, and for conclusions drawn from such use. We shall have no responsibility for: (i) any advice you provide to Partner Clients or any loss or decisions you or your Partner Clients make; or (ii) any advice provided to you by any Linked
Accountant or any decisions you or your Linked Accountant make and shall have no liability for any loss or damage caused by such advice given or decisions made; and
15.1.2 you assume sole responsibility for results obtained from your use of the Services and the Documentation, and for conclusions drawn from such use. We shall have no responsibility for: (i) any advice you provide to Partner Clients or any loss or decisions you or your Partner Clients make; or (ii) any advice provided to you by any Linked Accountant or any decisions you or your Linked Accountant make and shall have no liability for any loss or damage caused by such advice given or decisions made; and.15.1.1 you assume sole responsibility for results obtained from your use of the Services and the Documentation, and for conclusions drawn from such use. We shall have no responsibility for: (i) any advice you provide to Partner Clients or any loss or decisions you or your Partner Clients make; or (ii) any advice provided to you by any Linked Accountant or any decisions you or your Linked Accountant make and shall have no liability for any loss or damage caused by such advice given or decisions made; and
15.2 Nothing in this Contract excludes our liability:
15.2.1 for death or personal injury caused by our negligence; or
15.2.2 or fraud or fraudulent misrepresentation.
15.3 We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of opportunities, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses in each case however arising under this Contract.
15.4 Subject to clauses 15.1, 15.2 and 15.3, our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited in the Initial Subscription Period and each Renewal Period to the total Fees payable by you during that relevant period.
16. Term and termination
16.1 This Contract shall commence on the Commencement Date and, unless terminated earlier in accordance with this clause 1, shall continue for the Initial Subscription Period and, thereafter, the Contract shall be automatically renewed for successive periods of time (each a “Renewal Period)”, see period of time applicable in the table below), unless:
16.1.1 if you are a Partner or a Client, either party notifies the other party of termination, in writing, with notice (see table below for applicable minimum required notice period) before the end of the Initial Subscription Period or any Renewal Period, or
16.1.2 if you are a Client only, you cancel the automatic renewal of the subscription to your Plan by pressing the ‘Cancel subscription’ button in the My Profile tab of your account; or 1.1.3 the Contract is otherwise terminated in accordance with the provisions of these Terms.
16.2 We reserve the right to suspend the provision of Services and/or Documentation to you and/or Partner Users (if you are a Partner) from time to time at our sole discretion.
16.3 Without affecting any other right or remedy available to us:
16.3.1 we may terminate this Contract with immediate effect by giving written notice to you if:
(i) there is a change of Control; (ii) there is a change of Plan; or (iii) you opt to move from a Monthly Subscriber to an Annual Subscriber.
16.4 We may terminate this Contract for any reason by providing you with at least 30 days’ written notice.
16.5 Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:
16.5.1 the other party fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
16.5.2 the other party commits a material breach of any other term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
16.5.3. the other party repeatedly breaches any of the terms of this Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract;
16.5.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
16.5.5 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
16.5.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
16.5.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
16.5.8 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
16.5.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
16.5.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days; and
16.5.11 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 1.4.4 to clause 1.4.10 (inclusive);
16.6 On termination of this Contract for any reason:
16.6.1 we may still provide you with access to our Services and/or Documentation provided that:
(i) you use the Services and/or Documentation strictly in accordance with the terms of this Contract (except that you shall no longer have the obligation to pay any Fees);
(ii) you access and use the Services entirely at your own risk and therefore we shall not be liable for any claim, damages or other liability arising from or in connection with your use of the Services;
(iii) the Services and the Documentation are provided to you on an “as is” basis; and
(iv) we reserve the right to revoke all licences granted under this Contract immediately by preventing you from accessing our Services without notice;
16.6.2 we may destroy or otherwise dispose of any of the Customer Data in our possession, unless we receive, no later than ten days after the date of the termination of this Contract, a written request for the delivery to you of the then most recent back-up of the Customer Data. We shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in returning or disposing of Customer Data; and
16.6.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination, shall not be affected or prejudiced.
17. General
17.1 Force majeure. We shall not have any liability if we are prevented or delayed in performing our obligations under this Contract, or from carrying on our business, by any acts, events, omissions or accidence beyond our reasonable control including, without limitation, governmental action, fire, flood, insurrection, earthquake, power failure, riot, act of terrorism, war, explosion, embargo, strike, labour or material shortage, transportation interruption of any kind, work slowdown, failure of a utility service or telecommunications network or default of suppliers or sub-contractors.
17.2 Entire agreement. These Terms, together with any webpages, documents or policies incorporated into these Terms by reference, constitute the entire agreement and understanding between you and us relating to the matters contemplated by these Terms and supersedes and extinguishes all previous agreements (if any and whether in writing or not) between you and us in relation to such matters. The parties acknowledge and agree that, except as otherwise expressly provided for in these Terms, they are not entering into these Terms on the basis of, and are not relying on and have not relied on, any statement, representation, warranty or other provision (in any case whether oral,
written, expressed or implied) made, given, or agreed to by any person (whether a party to these Terms or not) in relation to the subject matter of these Terms, provided that nothing in these Terms shall exclude any party from liability for fraud or fraudulent misrepresentation.
17.3 Revision to terms. We reserve the right to revise the terms of this Contract by updating the Terms on our website. You are advised to check the website periodically for notices concerning such revisions. Your continued use of the Services shall be deemed to constitute acceptance of any revised terms.
17.4 Assignment. You shall not assign, transfer, sub-contract any rights or obligations under these Terms without our prior written consent (such consent not to be unreasonably withheld) and any unauthorised assignment shall be null and void. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Contract. We shall remain liable for the performance of our subcontractors.
17.5 Notices. Notices to us must be sent to hello@ledgerpal.com. We will send notices to you to the then current email address on your account.
17.6 Waiver. Except as otherwise provided in these Terms, a waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
17.7 Severability. If any provision or part-provision of these Terms shall be held to be invalid, illegal, void or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
17.8 No partnership or agency. Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
17.9 Third party rights. These Terms do not confer any rights on any person or party (other than the parties to this Contract and, where applicable, their successors and permitted assigns).
17.10 Governing law. This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Canada Jurisdiction. Each party irrevocably agrees that the courts of Canada shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
Schedule 1
Demos and Free Trials
1. We grant you a non-exclusive and non-transferable limited right to access and use the Services and the Documentation during the Demo or Free Trial. We reserve the right to revoke the licence granted under this paragraph 1, and terminate this Contract, at any time and without notice by preventing you from accessing our Services.
2. You shall use the Services and/or Documentation during a Demo or Free Trial strictly in accordance with the terms of this Contract (except that clause 5, 6.1 and 16 shall not apply and unless otherwise agreed no Fees shall be due in respect of such Demo or Free Trial under clause 9).
3. You shall not use or attempt to use the Services accessed as part of the Demo for the purpose of processing receipts relating to your own business.
4. You shall not attempt to circumvent any limitations placed on the Service during any Demo or Free Trial.
5. During the Demo or Free Trial, you agree that the Services and/or Documentation are provided AS IS with no representation, guarantee or warranty of any kind as to their functionality, quality, performance, suitability or fitness for purpose.
6. We shall not be liable for any claim, damages, loss or other liability arising from or in connection with your use of the Services and/or Documentation during the Demo or Free Trial. For the avoidance of doubt, during the Demo or Free Trial, this paragraph shall apply in place of clause 15.4.
Schedule 2
Terms and Conditions for LedgerPal features
1. Applicability
1.1 These Additional Terms and Conditions supplement LedgerPal’s main terms and conditions (“General Terms and Conditions”) and govern your usage of certain features of the Service. By electing to receive these features you agree to be bound by these additional Terms and Conditions.
1.2 “Features” are additional products which form part of certain Plans or Bundles but which no additional cost is charged for their usage (unless otherwise determined by LedgerPal). These additional Terms and Conditions apply to your use of any features offered by LedgerPal:
1.3 In the event of any conflict between the General Terms and Conditions and these feature Terms and Conditions, these Terms and Conditions shall prevail.
1.4 These Additional Terms and Conditions are governed by Canadian Law and are subject to the exclusive jurisdiction of the Courts of Canada.
Schedule 3
Add-on Terms and Conditions
1. Applicability
1.1 These Terms and Conditions supplement LedgerPal’s main terms and conditions (“General Terms and Conditions”) and govern your usage of certain Add-ons of the Service. By electing to receive these Add-ons you agree to be bound by these additional Terms and Conditions.
1.2 “Add-ons” are additional products which can be turned on and off by you and which may form part of your Plan or Bundle. Add-ons are different from features because turning them on or exceeding the set user limits defined in your Bundle will incur an additional cost, unless otherwise determined by LedgerPal.
1.3 These Add-on Terms and Conditions apply to your use of any Add-on features offered by LedgerPal if you elect to use them:
1.4 In the event of any conflict between the General Terms and Conditions and these Add-on Terms and Conditions, these Add-on Terms and Conditions shall prevail.
1.5 These Additional Terms and Conditions are governed by Canadian Law and are subject to the exclusive jurisdiction of the Courts of Canada