Accedge Customer Terms

These Customer Terms (the “Terms”) govern the provision of services by Accedge Advisory Inc. (“Accedge,” “we,” “us,”) to the customer identified in an order form, proposal, engagement letter, or online checkout (each, an “Order Form”). By executing an Order Form, clicking to accept these Terms, or using the Services, you (“Customer”, “you”) agree to the Agreement defined below. If you accept on behalf of a company or other entity, you represent that you have authority to bind that entity.

The “Agreement” means these Terms together with the applicable Order Form(s), any service‑specific terms referenced in an Order Form (e.g., Tax Services Terms, CFO Advisory Terms), and any other written amendments signed by both parties.

Plain‑English heads‑up: These Terms are written for business customers (B2B) in Canada. They don’t provide legal, audit, or investment advice, and they don’t create an assurance engagement.

1.1 Scope.
We provide back‑office and advisory services as described in your Order Form, which may include bookkeeping, payroll administration, controller/CFO advisory, financial modelling, tax return preparation and filing, GST/HST/PST compliance, year‑end support, and CRA audit/review support (collectively, the “Services”).

1.2 Exclusions.
Unless expressly stated in an Order Form, the Services do not include:(a) audit, review, or other assurance services; (b) legal or investment advice; (c)valuations or actuarial opinions; (d) services requiring a licensed public accounting practice beyond compilation‑level work; or (e) tax opinions intended for reliance by third parties. We don’t guarantee specific outcomes (e.g., refunds, credits, audit results).

1.3 Your Responsibilities.
You will: (a) provide timely access to complete and accurate information, records, and systems; (b) designate a knowledgeable manager to make decisions and accept responsibility for results; (c) review deliverables, approve filings, and assume responsibility for management functions and implementation; and (d) maintain subscriptions to required third‑party tools (e.g., accounting, payroll, banking integrations). We may rely on the accuracy and completeness of the information you provide without independent verification.

1.4 Platforms & Integrations.
To deliver the Services, we may use third‑party platforms(e.g., QuickBooks Online, Xero, Wagepoint/ADP/Ceridian, HubDoc/Dext, banking feeds) (“Third‑Party Services”). Each Third‑Party Service is governed by its own terms and privacy policy, which you must accept. We do not control or warrant Third‑Party Services, and interoperability may change. You authorize us and our processors to use credentials and API connections you supply solely to perform the Services.

1.5 Sole Bookkeeper (when applicable).
If we are engaged for bookkeeping, you agree that we act as your sole bookkeeper during the engagement so that we can maintain consistent books. Changes made by you or other providers to your ledger may require rework billed at our standard hourly rates. This does not restrict you from processing A/P, A/R, or payroll within approved workflows.

1.6 Modifications.
We may enhance or modify how the Services are delivered, provided material changes to scope or pricing follow Section 4.

2.1 Customer Data.
As between the parties, you own all financial records and data you supply (“Customer Data”). You grant us and our subcontractors a non‑exclusive license to use Customer Data to provide, protect, and improve the Services, including quality checks, templating, and training of internal workflows (not public models). We may create de‑identified, aggregated insights for benchmarking that do not identify you or any individual.

2.2 Confidentiality.
Each party will keep the other’s non‑public information confidential and use it only to perform the Agreement, subject to disclosures required by law or with consent. We may share information with vetted subcontractors/affiliates under confidentiality obligations to help deliver the Services.

2.3 Privacy.
Our collection and use of personal information is described in the Accedge Privacy Policy (linked on our website). You represent that you have the right to provide any personal information to us and that you will provide any required notices and obtain any required consents.

2.4 Record Retention & Return.
We retain working papers for at least seven (7) years or as required by law and our professional standards. Upon written request within thirty(30) days after termination, we will provide a copy of Customer Data we reasonably maintain in standard formats. We may charge a reasonable fee for retrieval/transfer. We are not responsible for maintaining your original records.

3.1 Lawful Use.
You will use the Services only for lawful purposes and in accordance with applicable tax, payroll, privacy, AML, and corporate laws. You will not use the Services to further illegal activity, mislead regulators, or submit false or incomplete information.

3.2 Co‑operation.
You will provide timely responses, approvals, and access. Delays or incomplete information may delay deliverables, impact filing deadlines, or increase fees.

3.3 Regulatory Communications.
With your authorization, we may correspond directly with CRA or other tax authorities on your behalf. You remain responsible for amounts owing, penalties, interest, and timely payments.

4.1 Fees.
Fees are as shown in your Order Form and may include fixed subscriptions, usage‑based fees (e.g., number of employees or transactions), and hourly rates for out‑of‑scope work. Unless stated otherwise, fees are in Canadian dollars and exclude applicable taxes (e.g., GST/HST/PST), which will be charged as required by law.

4.2 Invoicing & Payment.
Unless your Order Form states otherwise, subscriptions are billed in advance; hourly/out‑of‑scope fees are billed monthly in arrears. You authorize us to charge your selected payment method (EFT/ACH, credit card, or pre‑authorized debit). All invoices are due upon receipt. Amounts not paid when due may accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower. You will reimburse reasonable costs of collection (including third‑party fees) for overdue amounts. Except where expressly stated, all fees are non‑refundable.

4.3 Price & Scope Changes.
We may update subscription pricing, usage tiers, or the scope/model of a Service by giving at least thirty (30) days’ advance notice before your next renewal (see Section 5). Hourly rate updates may take effect upon notice for future work.

4.4 Suspension.
We may suspend Services for non‑payment or material breach after notice. Suspension does not waive amounts due.

5.1 Term.
The Agreement takes effect on the effective date of your first Order Form and continues until terminated under this Section 5.

5.2 Subscription Periods & Renewal.
Subscriptions run for the period stated in your Order Form (e.g., monthly, quarterly, annual) and auto‑renew for successive periods of the same length unless either party gives non‑renewal notice at least seven (7) days before the end of a monthly/quarterly term or thirty (30) days before the end of an annual term.

5.3 Termination for Cause.
Either party may terminate upon thirty (30) days’ written notice if the other materially breaches the Agreement and fails to cure. We may also terminate immediately for unlawful use, fraud, or persistent failure to provide required information or access.

5.4 Termination for Convenience.
You may stop using the Services at any time; however, prepaid fees are non‑refundable. If we terminate without cause, we will refund prepaid fees for the unused portion of the applicable subscription term.

5.5 Effect of Termination.
Upon termination, we will stop work and invoice final amounts owed. Section 2.4 describes data return. Sections 2, 6–12 survive termination.

7.1 Mutual Authority.
Each party represents it has the authority to enter into the Agreement.

7.2 Customer Warranties.
You represent that the information and access you provide are accurate and that you have rights to provide all Customer Data and system credentials.

7.3 Professional Limitations.
The Services are provided based on information you provide and professional judgement at the time of delivery. Except as expressly stated, the Services, deliverables, and any software or automations we provide are “as is” and “as available.” We disclaim all implied warranties to the maximum extent permitted bylaw, including merchantability and fitness for a particular purpose. We do not warrant that filings will be accepted by authorities, that audits will be avoided, or thatThird‑Party Services will be uninterrupted or error‑free

12.1 Independent Contractors.
The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, fiduciary, or agency relationship.

12.2 Assignment.
You may not assign the Agreement without our prior written consent(not to be unreasonably withheld). We may assign the Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.

12.3 Notices.
Formal notices must be sent to the addresses in the Order Form (or, if none, to Accedge’s registered office) and will be deemed given when received. Operational messages may be sent by email or within our customer portal.

12.4 Force Majeure.
Neither party is liable for delays or failures caused by events beyond its reasonable control (other than payment obligations), including natural disasters, labour disputes, utility failures, or government actions.

12.5 Severability & Waiver.
If any provision is unenforceable, the remainder remains in effect. A waiver must be in writing and is not a waiver of future breaches.

12.6 Entire Agreement; Order of Precedence.
The Agreement is the entire agreement regarding its subject matter and supersedes prior agreements. If there is a conflict, the Order Form prevails, then any service‑specific terms, then these Terms.

12.7 Governing Law & Venue.
The Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts rules. The parties submit to the exclusive jurisdiction of the courts located in Vancouver, British Columbia. To the extent permitted by law, the parties waive any right to participate in class or representative proceedings.

12.8 Interpretation.
Headings are for convenience only. “Including” means “including without limitation.”

The following summaries apply when the corresponding Service is on your Order Form. Full service‑specific terms may be attached to or referenced in your Order Form.

13.1 Tax Preparation & Filing.
You are responsible for the accuracy and completeness of underlying data and for timely review/approval of returns and elections. We file only after receiving written authorization. Late information may lead to extensions, penalties, or interest for which you are responsible. We may rely on third‑party slips and CRA data but do not independently verify them.

13.2 Payroll Administration.
You authorize us to transmit payroll information to providers and government agencies on your behalf. You are responsible for funding payroll and remittances. We are not liable for overdrafts, insufficient funds, or bank errors.

13.3 CFO Advisory
Our advisory, forecasts, and models are decision‑support tools based on assumptions you provide or approve. They are not guarantees of future performance and should not be relied upon by third parties without our consent.

13.4 CRA Audit/Review Support.
We provide reasonable support to prepare responses and organize records. Final decisions remain with tax authorities. Additional hours maybe billed per the Order Form.

13.5 Bookkeeping.
We maintain your general ledger based on source information you provide. We may propose adjusting entries and month‑end close procedures. If you or a third party posts entries that conflict with our workflows, we may charge to remediate or re‑perform.

The following summaries apply when the corresponding Service is on your Order Form. Full service‑specific terms may be attached to or referenced in your Order Form.

• Affiliate - Any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

• Customer Data – data, documents, and records you provide or direct us to access for the Services; excludes our workpapers, templates, know‑how, and aggregated/de‑identified data.

• Order Form– the ordering document (proposal, engagement letter, or online checkout) that describes your Services, fees, term, and any service‑specific terms referenced.

• Third‑Party Services – software, platforms, and services not provided by Accedge.