Renshi CodaraFlow Subscription Agreement

1. Scope

1.1 Renshi CodaraFlow is a managed service. We operate a dedicated instance of the Renshi CodaraFlow software for your firm, in Canada, and you and your Authorized Users access it through a web browser. This Agreement covers that service and nothing else.

1.2 A self-hosted edition, in which a firm runs the software on its own infrastructure, may be offered in future under a separate licence and terms. Nothing in this Agreement grants any right to the software’s source code, to install the software, or to run it anywhere other than on the Instance we operate for you.

2. Definitions

Authorized User

An individual at your firm, an employee or a contractor working under your direction, whom you have given an account on the Instance and whose email address is on a Permitted Email Domain.

Documentation

The user manual and other written guidance we provide for the Service, as updated from time to time.

Fees

The subscription fees stated on the Order, plus applicable taxes.

Instance

The dedicated deployment of the software, with its own database, that we operate for your firm alone.

Liability Cap

The Fees you paid us in the three months immediately before the event giving rise to the claim, unless the Order states a different period, in which case the Fees paid in that period.

Order

The record of your subscription: the checkout confirmation, invoice or order form that states the tier, number of seats, billing period, price and any variation to this Agreement that we have agreed for your firm.

Permitted Email Domains

The email domains recorded for your firm, to which user accounts and sign-in on the Instance are restricted.

Service

The Instance, the software running on it, the Documentation and the support described in section 10.

Subscriber Content

Everything your firm and its Authorized Users create or store on the Instance: library entries, captured text, letter sections, step wording, calculator settings, letters, emails, workbooks and every other deliverable.

Subscriber Data

All data you or your Authorized Users enter into or upload to the Instance, including personal information about your clients, your staff and your users, and including Subscriber Content.

Subscription Period

Each period for which Fees are paid: a month, or a year where the Order says annual.

3. The Service and the Order

3.1 During the Subscription Period we will make the Service available to your Authorized Users, up to the number of seats and within the tier stated on the Order, and will operate, maintain and secure the Instance as described in sections 10 and 11 and in Schedules A and B.

3.2 The Order forms part of this Agreement. Where the Order and this Agreement differ, the Order prevails for your firm. The person who places the Order represents that they are authorized to bind the firm named on it.

3.3 You accept this Agreement as described in section 19. If you do not accept it, do not place an Order and do not use the Service.

4. Subscription Period, Fees and Payment

4.1 Subscriptions are billed monthly in advance unless the Order says annual, in which case they are billed yearly in advance. A subscription continues for successive Subscription Periods until cancelled. Where the Order states a one-time onboarding fee, it is charged once with the first Subscription Period and is not refundable; a move to a tier with a higher onboarding fee is charged the difference. Step projects purchased in addition to a tier’s allowance apply to the subscription year in which they are purchased and do not roll forward.

4.2 You may cancel at any time through the billing portal linked from the Instance or by email to support@renshicodaraflow.ca. Cancellation takes effect at the end of the current Subscription Period. We do not refund any part of a Subscription Period already paid, with one exception: an annual subscription cancelled within 30 days of its purchase is refunded less one month of Fees at the monthly rate for the same tier.

4.3 Fees are payable by a payment card or other method held by our payment processor. We do not see or store full card numbers. By placing an Order you authorize us to charge the Fees for each Subscription Period as it begins, and any taxes we are required to collect, to that payment method.

4.4 Fees exclude sales, goods and services, harmonized and other taxes, which we add where we are required to collect them. Your firm is responsible for any tax on the Fees that the law places on the purchaser.

4.5 We may change the Fees on at least 30 days’ written notice; a change takes effect at the start of the Subscription Period after the notice period ends. If you do not accept the change, cancel before it takes effect.

4.6 If a payment fails, we will notify you and retry. If Fees remain unpaid 14 days after that notice, we may suspend access to the Instance until they are paid; while suspended, an administrator can still export your data as described in section 15. If Fees remain unpaid 60 days after the notice, we may terminate under section 15.

5. Accounts and Authorized Users

5.1 Only Authorized Users may use the Service, and only up to the number of seats on the Order. You may replace an Authorized User who leaves your firm. Sharing an account between people is not permitted.

5.2 Accounts can be created, and sign-in completed, only with an email address on a Permitted Email Domain. You may ask us to add or change your Permitted Email Domains.

5.3 You are responsible for the credentials of your Authorized Users, for what they do on the Instance, and for their compliance with this Agreement. Tell us promptly at support@renshicodaraflow.ca if you become aware of unauthorized access to an account.

5.4 We do not hold an account on your Instance. Our support access, if any, is through the support panel described in Schedule A, which is off unless your subscription enables it and which cannot open your projects, letters or user accounts.

6. Acceptable Use and Restrictions

6.1 You will not, and will not permit anyone to:

1. resell, sublicense, rent or lease the Service, or use it to provide services to a third party other than your firm’s own clients in the ordinary course of your practice;
2. give access to the Service to a person who is not an Authorized User, including any competitor of ours;
3. copy, reverse engineer, decompile or attempt to derive the source code of the software, except to the extent the law allows despite this term;
4. scrape the Service, probe or test its security without our written agreement, or interfere with its operation or with any other subscriber’s instance;
5. remove, disable or circumvent any licence, seat or subscription check, or the copyright and licensee attribution displayed in the Service;
6. upload or store content that is unlawful, that infringes another person’s rights, or that contains malicious code;
7. use the capture, import or paste features of the Service to copy content that your firm does not own or is not otherwise permitted to reproduce; or
8. use the Service, or any part of it, to build a product that competes with it.

7. Subscriber Data and Subscriber Content

7.1 As between you and us, your firm owns the Subscriber Data and the Subscriber Content. You grant us a limited licence to host, store, process, back up and transmit them only as needed to provide the Service and to meet our obligations under this Agreement. We acquire no other right or interest in them.

7.2 We treat Subscriber Data as confidential. We will not access it except to operate, secure and support the Service as this Agreement and Schedule A describe, or as the law requires, and we will not disclose it to anyone other than the sub-processors listed in Schedule A.

7.3 The Service includes features that copy text you select into your firm’s own library: the browser capture add-on, Library Intake and pasted text. These are drafting aids. Captured text is a starting point your firm is expected to edit into its own voice and verify before any use. Your firm is responsible for holding the rights needed to reproduce what it captures. Quoting a published authority, such as legislation, a tax authority publication or a court decision, is an expected use; where you do so, attribute the source in the resulting deliverable and keep the quotation within what copyright law permits. We do not review, monitor or acquire any interest in captured content and give no assurance that it is free of third-party rights.

7.4 You are responsible for the accuracy, quality and legality of the Subscriber Data, for having the consents and authority you need to give it to us to process on your behalf, and for meeting your own obligations to your clients and to regulators in respect of it.

8. Professional Responsibility; No Tax Advice

8.1 The Service is a document-assembly and calculation tool for use by qualified tax, accounting and legal practitioners. We are not engaged in providing tax, accounting, legal or other professional advice, and nothing in the Service, the Documentation, the support we provide, or any output of the Service is or constitutes such advice.

8.2 Without limiting 8.1:

1. the sample content, example knowledge blocks, letter sections, default step types, default step wording, letter notes and every other item of content bundled with the Service are illustrative drafting aids only, are not written for any client or set of facts, and must be reviewed and adapted by your firm before any use;
2. each calculator produces an estimate of a potential tax liability or other figure from the inputs your firm enters and the settings your administrators maintain, for planning purposes only; a calculator result is not a tax return, an assessment, a determination or an opinion, and does not replace the requirement for a qualified practitioner to verify every output before it is relied on or delivered to a client;
3. the “How This Was Calculated” view and the Excel export disclose the inputs, rates, thresholds and steps behind each result so that a practitioner can perform that review; your firm is responsible for performing it;
4. the Calculator Settings page is provided so that your administrators can confirm, and where needed correct, the tax rates, thresholds and default wording the Service uses in calculations and documents; your firm is responsible for ensuring those rates and that wording are accurate and current for its use, and we do not warrant the rates or wording bundled with the Service or stored by your firm.

8.3 Use of the Service does not relieve your firm of responsibility for the preparation, content, accuracy (including computational accuracy) and review of every letter, email, calculation, workbook and other work product produced with it. Your firm will neither seek nor rely on us for tax, accounting or legal advice of any kind, and where such advice is required will obtain it from a qualified professional.

9. Intellectual Property

9.1 We own the Service, the software, the Documentation, the sample and default content bundled with the Service, and all intellectual property in them. This Agreement grants you a right to use the Service during the Subscription Period; it transfers no ownership.

9.2 “Renshi CodaraFlow” and the Renshi CodaraFlow logo are trademarks of 1000149725 Ontario Inc.. An application to register the mark has been filed with the Canadian Intellectual Property Office. This Agreement grants no right to use our marks.

9.3 The Service displays a copyright credit and a “Licensed to” attribution naming your firm. These are rights management information within the meaning of section 41.22 of the Copyright Act (R.S.C. 1985, c. C-42) and must not be removed, hidden or altered.

9.4 If you give us suggestions or feedback about the Service, we may use them without obligation to you.

10. Support and Releases

10.1 We provide support by email as described in Schedule B. Support covers using and operating the Service. It never includes tax, accounting, legal or other professional advice, and nothing our support staff say is such advice.

10.2 We apply new releases of the software to the Instance as we issue them, on the terms in Schedule B. We are under no obligation to issue any particular fix, feature or release.

11. Security and Data Location

11.1 The Instance and the encrypted volume holding your database run in a Canadian region. We maintain the security measures described in Schedule A. Some items the hosting platform keeps around the Instance are held outside Canada; Schedule A says which.

11.2 Your firm is responsible for the security of its own systems and credentials, for deciding whether to require two-factor authentication for its users, for downloading its own backups from the Instance, and for what it uploads.

12. Warranties and Disclaimer

12.1 We warrant that we have the right to provide the Service and that we will provide it with reasonable skill and care.

12.2 Except as stated in 12.1, the Service is provided “as is”. We make no other warranty, condition or representation, express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. In particular we do not warrant that any calculation, document or other output will be accurate, complete or suitable for any purpose; that the rates, thresholds or wording bundled with the Service are current; or that the Service will be uninterrupted or error-free.

13. Limitation of Liability

13.1 Neither party is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or business interruption, arising out of or in connection with this Agreement or the Service, however caused and even if advised of the possibility.

13.2 Each party’s total liability to the other arising out of or in connection with this Agreement or the Service, in contract, tort (including negligence) or otherwise, is limited to the Liability Cap.

13.3 Sections 13.1 and 13.2 do not apply to fraud or wilful misconduct, to your obligation to pay the Fees, to your breach of sections 6 or 9, to either party’s obligations under section 14, or to any liability that the law does not allow to be limited.

14. Indemnity

14.1 You will defend and indemnify us, our directors, officers and employees against any third-party claim, including a claim by your client or by a tax authority, and the damages, costs and reasonable legal fees arising from it, to the extent it arises from your firm’s use of the Service, from any deliverable your firm produces with it, from the Subscriber Data, or from your breach of this Agreement.

14.2 We will defend and indemnify you against a third-party claim that the Service, as provided by us and used in accordance with this Agreement, infringes a Canadian copyright, and the damages and reasonable legal fees finally awarded or agreed in settlement. This does not apply to a claim arising from Subscriber Data, from your use of the Service with anything we did not supply, or from a modification we did not make. If such a claim is made or we think one is likely, we may change the Service so it no longer infringes, obtain the right for you to keep using it, or terminate this Agreement and refund the Fees paid for the unused part of the Subscription Period. This section is our entire liability for infringement.

14.3 The indemnified party will notify the other promptly of a claim, give it control of the defence and settlement, and cooperate at the indemnifying party’s expense. No settlement that imposes an obligation on the indemnified party may be made without its consent.

15. Term, Termination and Effect

15.1 This Agreement starts when you accept it and continues until the subscription is cancelled under section 4.2 or terminated under this section.

15.2 Either party may terminate this Agreement on 30 days’ written notice if the other materially breaches it and does not cure the breach within those 30 days. We may terminate immediately on written notice if you breach section 6, or for non-payment under section 4.6.

15.3 When the subscription ends for any reason, the Instance becomes read-only and your administrators can still sign in to download a complete export of the Subscriber Data for 30 days. Within a further 30 days we delete the Instance, its database and its backups, except for platform snapshots that age out on their own schedule as Schedule A describes, and except as the law requires us to retain anything.

15.4 Sections 7, 8, 9, 12, 13, 14, 15.3, 17 and 18 survive the end of this Agreement.

16. Changes to This Agreement

16.1 We may change this Agreement. We will give at least 30 days’ notice of a change by email to your administrators and by a notice in the Service, and the changed Agreement will show a new version number and effective date.

16.2 If you do not accept a change, cancel the subscription before the effective date and the previous version applies until then. Continued use of the Service after the effective date is acceptance of the change. Your administrators will be asked to confirm acceptance in the Service.

17. Governing Law and Disputes

17.1 This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law rules.

17.2 Before starting proceedings, the parties will try in good faith for 30 days to resolve a dispute by discussion between a senior person at each. Failing that, the courts of Ontario sitting in Toronto have exclusive jurisdiction, and each party submits to it.

18. General

18.1 Entire agreement and precedence. This Agreement, with its Schedules and the Order, is the entire agreement between us about the Service and replaces every earlier discussion or document. If there is a conflict, the Order prevails, then Schedule A for anything about personal information, then this Agreement, then Schedule B. The website terms at /terms-and-privacy govern the public website and the demo only and never the Service.

18.2 Assignment. You may not assign this Agreement without our written consent, not to be unreasonably withheld. We may assign it to a successor to our business on notice to you.

18.3 Notices. Notices to us go to legal@renshicodaraflow.ca. Notices to you go to the email addresses of your administrators on the Instance. A notice is received on the business day after it is sent.

18.4 Events beyond control. Neither party is liable for a failure caused by events beyond its reasonable control, other than a failure to pay.

18.5 Severability and waiver. If a term is unenforceable, the rest of the Agreement stands. A failure to enforce a term is not a waiver of it.

18.6 Language. The parties have required that this Agreement be drawn up in English. Les parties ont exigé que la présente convention soit rédigée en anglais.

19. Acceptance

19.1 Your firm accepts this Agreement by placing an Order, which includes confirming acceptance at checkout. Each Authorized User accepts it when creating their account on the Instance. We keep a record of the version accepted and when.

Schedule A: Data Processing

A1. Roles. Your firm is the organization accountable under the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial law for the personal information in the Subscriber Data. We process that personal information only on your instructions, which are this Agreement and your use of the Service, and only to provide, secure and support the Service.

A2. What is processed. Personal information your firm enters about its clients and their affairs, about its staff, and about its Authorized Users (name, email address, authentication data and audit records of their actions). We do not need, and ask you not to enter, any personal information the Service does not require.

A3. Where. The Instance runs on a virtual machine with a dedicated encrypted volume in the Toronto region of our hosting platform. The volume is encrypted at rest with a key the platform holds, one key per volume. The following are held by the platform outside Canada: daily snapshots of the volume (encrypted copies of the disk, for rebuilding the Instance if it fails, kept for 30 days and stored in the United States); the container images we deploy (the packaged software itself, which contains no Subscriber Data); the platform’s configuration records for the Instance (its name, size, region, domain and the settings we give it, including its licence); and operational logs and metrics (which pages were requested and how long each took, error messages, and the machine’s load; never the contents of a letter, email or calculation). We take no copy of the Subscriber Data of our own.

A4. Sub-processors. We use the following providers to deliver the Service, each under a written agreement restricting its use of data: our hosting platform (Fly.io, Inc.), which in turn uses Amazon Web Services for snapshot storage; our transactional email provider (Resend, Inc.), which carries the review-workflow notification emails (“ready for review”, “changes requested” and the like, naming the project and the colleague) only if your firm turns notifications on, and nothing else from the Instance; our payment processor (Stripe Payments Canada, Ltd.), which holds your billing contact and payment details and to which no Subscriber Data is sent; and our domain name service provider. We will give at least 30 days’ notice by email before adding a sub-processor that will process Subscriber Data; if you object on reasonable grounds, you may cancel before the change takes effect.

A5. Security measures. Connections over HTTPS; encrypted storage at rest; one firm per Instance and per database, never combined with another firm’s records; optional two-factor authentication for every user; sign-in restricted to the Permitted Email Domains; lockout after repeated failed sign-ins; a single active session per account; an audit log of authentication events and data changes; daily platform snapshots; and an in-app backup export your administrators can download at any time and fetch on a schedule with a backup token we issue. The current summary is published at /security.

A6. Our access. We hold no account on the Instance. The software includes a support panel through which we can view licence and usage figures, apply a licence key and read the audit log. It is disabled unless your subscription enables it, every session is written to your audit log, and it cannot open projects, letters, users or exports. The hosting platform’s staff can reach host infrastructure for operational necessity under the platform’s own access controls, with administrative actions logged.

A7. Assistance. We will help you, at reasonable cost where the effort is material, to respond to a request from an individual to access or correct their personal information, and to meet any assessment or reporting obligation you have in respect of the processing.

A8. Breach. If we become aware of unauthorized access to, or loss or disclosure of, Subscriber Data, we will notify your administrators without undue delay and in any event within 72 hours after we confirm it, with what we know about its nature, scope and effect, and will cooperate with your investigation and any notification you are required to make.

A9. Return and deletion. Your administrators can export the Subscriber Data at any time during the subscription and for 30 days after it ends. Deletion after that is as section 15.3 describes.

A10. Precedence. For anything about personal information, this Schedule prevails over the body of the Agreement.

Schedule B: Support and Service Levels

B1. Support. Support is by email to support@renshicodaraflow.ca, on business days in Ontario between 9:00 and 17:00 Eastern time. We aim to acknowledge every request within one business day and to resolve an issue that prevents your firm from using the Service as soon as we reasonably can. Support covers the use and operation of the Service; it does not cover your firm’s own network or devices, and it never includes professional advice (section 10.1).

B2. Releases and maintenance. We apply releases to the Instance as we issue them. A release is normally applied without noticeable interruption. Where a release or maintenance will take the Instance offline for more than a few minutes, we will give your administrators notice by email and schedule it outside business hours where we can. We may act without notice to address a security issue.

B3. Backups. The hosting platform takes a snapshot of the Instance’s volume daily and keeps it for 30 days, for disaster recovery. That snapshot is not an archive of your work. Your firm is responsible for downloading its own backups through the Backup page in the Service, and for keeping them. On request we issue a backup token and a small pull script so your firm can fetch that export on a schedule of its own.

B4. Availability. We operate the Service to be available continuously, subject to maintenance under B2, the hosting platform’s own availability, and events beyond our control. We do not offer availability credits or refunds for downtime.