Terms of Service

1. Definitions

• Authorized User: a person the Firm invites to use the Service under its account, such as a partner, employee or contractor.
• Portal User: a client of the Firm, or a client’s representative, whom the Firm invites to its client portal.
• Customer Data: information, documents and content that the Firm, its Authorized Users or its Portal Users submit to the Service.
• Plan: the subscription the Firm selects and its price.
• Order Form: a written order or quote signed by both parties for a custom plan, price, seat limit or other terms.
• Data Processing Addendum or DPA: our Data Processing Addendum, which forms part of these Terms.
• Clerra Materials: the Service and everything we provide through it, other than Customer Data. This includes its software (in source and object code), interfaces and APIs; its visual design, screens, layouts, look and feel, and the selection, arrangement and presentation of information; its features and workflows; its deadline rules, rule logic, calculations and schedules; and its templates, text, guides, videos and documentation.
• Competitor: a person or business that offers, or is developing, software or services that compete with or could substitute for the Service, such as practice-management, workflow, client-portal or compliance-deadline software for accounting or bookkeeping firms.
• Firm Systems: the devices, networks, browsers, email accounts, software, integrations and sign-in credentials that the Firm, its Authorized Users or its Portal Users use to access the Service.

2. The Service, and what it is not

Clerra is practice-management software: client records, compliance deadlines, recurring work, document collection, e-signatures, messaging, time tracking, invoicing and related features. Clerra works alongside, and does not replace, your accounting and tax software.

Clerra is a tool, not a professional adviser. It does not provide accounting, tax, legal or financial advice. Computed deadlines, reminders, suggestions and other outputs help your professional judgment; they do not replace it. You are solely responsible for confirming filing obligations, due dates, thresholds and elections with the Canada Revenue Agency and other authorities, and for the accuracy of all work you deliver to your clients. Tax rules change, and a deadline can be wrong or missing because of incomplete client information, a change in law, or an error in the Service.

Automated and AI-assisted features. Some features use automated analysis or third-party AI models (for example, email triage and drafted replies). Their outputs may be inaccurate or incomplete. They are drafts for your review, and you are responsible for anything you rely on, send or file.

3. Accounts, users and security

• You must give accurate information when you sign up, including your Firm’s legal name and business address, and keep it current. We use your business address to calculate sales tax.
• The Firm controls its account. Firm administrators decide who has access, and may change or remove any Authorized User’s or Portal User’s access, including when someone leaves the Firm.
• You are responsible for all activity under your account, and for your Authorized Users’ and Portal Users’ compliance with these Terms, as if their acts were your own.
• Securing your side. Keep sign-in credentials confidential and unique to each person, use two-factor authentication, and keep Firm Systems reasonably secure, including by installing current security updates, using reputable malware protection, and promptly removing access for anyone who leaves the Firm.
• Activity through your accounts. Activity carried out with your Authorized Users’ or Portal Users’ credentials, or from Firm Systems, is treated as authorized by you, unless it happens after you told us that those credentials or systems were compromised.
• Telling us. If you suspect unauthorized access to your account or a security incident affecting Firm Systems, tell us at support@clerra.ca within 24 hours of becoming aware of it, cooperate with our investigation, and keep the relevant records.
• Incidents that start on your side. You are responsible for, and will reimburse us for, the losses and reasonable costs we incur, including investigation, forensic analysis, remediation, notifying affected people and authorities, and legal fees, from a security incident, malware or attack that originates from Firm Systems or that is made possible by a failure of the Firm or its users to meet this section. This does not apply to the extent the incident was caused by our failure to meet our own security obligations.
• Protective action. We may immediately suspend an account or user, reset credentials, or block devices or network addresses if we reasonably believe an account is compromised, or is being used to harm or misuse the Service, other users or third parties.

4. Plans, users and storage

The Plan is priced per Authorized User — one price for the first Authorized User and a lower price for each one after — as shown on our pricing page or in the Service when you subscribe. Every Authorized User who can sign in to the Firm’s account counts; deactivated users do not, and Portal Users never do. When you add or remove an Authorized User, your fee changes from that day, prorated for the rest of the billing term. You may not share a sign-in between people. A Firm that subscribed to an earlier Plan priced per Firm keeps that Plan’s price and seat limit until it changes Plans.

Document storage is unlimited, subject to fair use. Storage is for the documents and records of the Firm’s practice and its clients; it may not be used for unrelated bulk storage, such as media libraries or backups of other systems. If a Firm’s use is far beyond what is typical for a firm of its size and affects the Service, we will contact the Firm’s administrators first and work with them on a fix before we take any other step.

Some features, including AI-assisted features such as the support assistant, email summaries and reply drafts, receipt reading and prospect research, have a monthly fair-use allowance. On the Clerra plan (priced per Authorized User) the allowance is generous and grows with the number of Authorized Users; on an earlier flat Plan it is set out in Schedule A at the end of these Terms. When an allowance is used up, that feature pauses until the next calendar month and the rest of the Service is unaffected. There are no usage fees. We may adjust allowances from time to time. We will give the Firm’s administrators at least 30 days’ notice by email before we reduce an allowance for a Firm that is already subscribed.

Custom plans for larger firms are set out in an Order Form, which governs if it conflicts with these Terms.

5. Fees, billing and taxes

• Currency and taxes. Fees are in Canadian dollars and exclude taxes. We charge GST/HST (and any other applicable sales tax) based on your Firm’s business address. You may add your business number to your invoices.
• Automatic renewal. Subscriptions and add-ons renew automatically for the same term (monthly or annual) until cancelled, and you authorize us and our payment processor to charge your payment method at each renewal.
• Annual commitments. An annual term is a commitment for the full year. If you cancel, you keep access until the end of the paid term.
• No refunds. Except where required by law or stated in these Terms, fees are non-refundable and partial periods are not pro-rated. Plan changes, and changes to your number of Authorized Users, in the middle of a term are prorated as shown at the time of the change.
• Price lock. Your prices per Authorized User will not increase for 24 months from the date your paid subscription starts, as long as the subscription stays active. Adding Authorized Users adds them at the same locked price.
• Price changes. Subject to the price lock, we may change prices with at least 60 days’ notice by email. A change takes effect at your next renewal, not during a term you have already paid for.
• Late payment. If a payment fails, we will retry it and notify you. If an amount remains unpaid 15 days after we notify you, we may suspend access until it is paid. Your data is not deleted during a suspension for non-payment. Overdue amounts on invoiced accounts bear interest at 1.5% per month (18% per year), or the maximum allowed by law if lower.
• Billing disputes. Tell us about any billing error within 60 days of the charge so we can correct it.

6. Free trial

A free trial lets you evaluate the Service for the period offered, with no payment method required. The Service is provided during a trial “as is,” and section 15’s limits apply in full. If you do not choose a Plan by the end of the trial, your account is locked. We keep its data for 30 days, during which you can choose a Plan to restore it, and we may then delete it.

7. Customer Data

• You own your Customer Data. We claim no ownership of it.
• Our limited licence. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, process and display Customer Data only as needed to provide, secure, support and maintain the Service for you, and as described in the DPA. This licence ends when we delete the Customer Data.
• No training, no selling. We do not sell Customer Data, use it for advertising, or use it to train artificial-intelligence or machine-learning models.
• Aggregated data. We may create aggregated or de-identified information from use of the Service (for example, usage statistics) to operate and improve it. We will not attempt to re-identify it or disclose it in a form that identifies you, your clients or any individual.
• Your responsibilities. You are responsible for the accuracy and legality of Customer Data, and for having every right, notice and consent needed to submit it and have us process it, including your clients’ consent and any additional consent for sensitive information such as health information. You are also responsible for meeting your own record-keeping obligations, such as those under the Income Tax Act, and for keeping copies of records you are required to retain.
• Unlawful content. We do not monitor Customer Data. We may remove or disable content that we reasonably believe is unlawful, infringes someone’s rights or breaches these Terms, and we will tell you when we do unless the law prevents us.
• Privacy. Our handling of personal information is described in our Privacy Policy and, for Customer Data, in the DPA.

8. Acceptable use

These rules protect the Service, the firms that rely on it and their clients. You will not, and will not let anyone else:

• use the Service unlawfully, fraudulently or to infringe anyone’s rights;
• upload malware, or use the Service to attack, or gain unauthorized access to, any system;
• probe, scan or test the vulnerability of the Service, attempt to breach or circumvent its security or access controls, or run load or penetration tests against it, without our prior written permission. We welcome good-faith security reports at support@clerra.ca;
• access data belonging to another Firm or its clients;
• copy, resell, rent, sublicense or provide the Service to third parties, except your own Authorized Users and Portal Users as intended;
• reverse engineer, decompile or disassemble the Service, except to the extent the law expressly permits despite this restriction;
• copy, reproduce, imitate, frame or mirror any Clerra Materials, including the Service’s design, screens, look and feel, workflows, or the way it organizes and presents information;
• extract, compile, export or reconstruct the deadline rules, rule logic or other Clerra Materials. You may use your own Customer Data, and the deadlines and reports the Service produces for your Firm’s clients, for your Firm’s own business;
• access the Service with bots, crawlers, scrapers, scripts, AI agents or other automated means, except through integrations and interfaces we provide or approve in writing, or exceed or circumvent usage limits;
• use the Service, any Clerra Materials, or any screenshot, recording, export or other output of it, to design, build, train, test, benchmark or improve any product, service, dataset or artificial-intelligence model that competes with or could substitute for the Service, including a system for your own Firm’s use, or help anyone else do so;
• access or use the Service as a Competitor, or on behalf of or for the benefit of a Competitor, including through a free trial, without our prior written consent;
• share access to the Service, or screenshots, recordings or other non-public information about it, with a Competitor;
• remove, obscure or alter any copyright, trademark or other proprietary notice in the Service;
• share sign-in credentials, let more people use the Service than you pay for, or otherwise circumvent your Plan’s limits;
• send unsolicited messages through the Service, or messages that do not comply with Canada’s Anti-Spam Legislation. You are responsible for the messages your Firm sends to its clients through the Service; or
• store information unrelated to your professional practice.

To operate and protect the Service and enforce these Terms, we monitor how it is used, through records such as access logs, request patterns and network addresses. This does not involve reviewing the content of Customer Data except as the DPA allows.

9. Electronic signatures and client payments

E-signatures. The Service records evidence of each electronic signature, such as identity details, timestamps and IP addresses. You are responsible for deciding whether an electronic signature is appropriate and legally sufficient for a particular document, and for any identity verification the law or a regulator requires (for example, the CRA’s requirements for electronically signed authorization forms).

Client payments. If you accept online payments from your clients, payments are processed by our payment processor under its own terms, and your Firm is the seller to its clients. You are responsible for your pricing, the taxes on your services, refunds and disputes with your clients.

10. Third-party services and integrations

The Service relies on third-party providers and lets you connect optional integrations, such as accounting software, tax software, Google Workspace and payment processing. Integrations are off until you turn them on. When you connect one, you direct us to exchange data with that provider. Your use of it is governed by the provider’s own terms, and we are not responsible for the provider’s services, availability, or how it handles data, or for any change, suspension or discontinuation of an integration by the provider.

11. Confidentiality

Each party will protect the other’s confidential information with at least reasonable care, use it only to perform under these Terms, and disclose it only to people who need to know it and are bound by confidentiality obligations at least as protective. Customer Data is your confidential information. Non-public Clerra Materials, including our deadline rules and rule logic, unreleased features and plans, pricing offered in an Order Form, and security information we share, are ours, and include our trade secrets. Confidentiality does not cover information that is or becomes public through no fault of the recipient, that the recipient already lawfully had or independently developed, or that it lawfully received from a third party without restriction. A party may disclose confidential information when required by law, after giving the other party notice where lawful and reasonable. These obligations continue for five years after these Terms end, and for trade secrets and Customer Data for as long as they remain confidential.

12. Intellectual property and feedback

The Clerra Materials belong to Common Good Labs and its licensors, and are protected by copyright, trademark, trade-secret and other laws. Nothing in these Terms transfers ownership of any of them to you, and no right is granted by implication. During your subscription we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to use the Service for your Firm’s internal business under these Terms. We reserve all other rights.

Anything made in breach of section 8 that copies, imitates or is derived from the Clerra Materials belongs to us. You assign it to us, and waive any moral rights in it, as it is created, and you will sign anything we reasonably need to confirm that.

If you send us suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it for any purpose without obligation to you, and waive any moral rights in it.

Clerra™ and the Clerra logo are trademarks of Common Good Labs Inc. These Terms do not give you any right to use them, other than to refer to the Service you use.

Unless you tell us otherwise in writing, we may name your Firm as a customer (including your name and logo) in our customer lists and marketing.

13. Availability, support and changes

• We work to keep the Service available, but we do not promise uninterrupted or error-free operation. Planned maintenance, third-party outages, internet failures and events outside our control can cause downtime.
• We may change, add or remove features. We will give reasonable notice of any change that materially reduces the core functionality of your Plan.
• Features labelled beta, preview or early access are provided “as is,” may change or be withdrawn at any time, and carry no commitment.
• Support is provided by email during business hours, Eastern time, excluding Ontario statutory holidays.

14. Warranty and disclaimers

We will provide the Service with reasonable skill and care. If it materially fails to do so, tell us, and we will use commercially reasonable efforts to correct the problem or provide a workaround. If we cannot, you may terminate the affected subscription and receive a pro-rated refund of prepaid fees for the unused period. That is your sole remedy for a breach of this warranty.

Except as stated above, and to the maximum extent permitted by law, the Service is provided “as is” and “as available,” and we disclaim all other warranties and conditions, express, implied or statutory, including merchantable quality, fitness for a particular purpose, non-infringement, and that computed deadlines, calculations, AI-assisted outputs or other results are accurate, complete or suitable for any filing.

15. Limitation of liability

To the maximum extent permitted by law: (a) neither party is liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill, business opportunity, or data (except our restore obligation below), even if advised of the possibility; (b) we are not liable for any penalties, interest, fees or assessments imposed by the Canada Revenue Agency or any other authority, or for claims by your clients, arising from a missed, late or incorrect filing or deadline; and (c) our total aggregate liability for all claims relating to the Service or these Terms will not exceed the fees you paid us for the Service in the 12 months before the event giving rise to the claim, or $100 if you have paid nothing.

If Customer Data is lost or corrupted because of our failure, our responsibility is to use commercially reasonable efforts to restore it from the most recent backup available to us. These limits do not apply to your obligation to pay fees; to your liability for breaching section 3, 8, 11 or 12, or under section 17; or to liability that cannot be limited by law, such as liability for fraud. They are an essential part of the bargain between us, and the fees reflect them.

16. No personal liability

The Service is provided by Common Good Labs Inc. alone. Any claim relating to the Service or these Terms may be brought only against Common Good Labs Inc. No director, officer, shareholder, employee or contractor of Common Good Labs is personally liable to you, and each of them may rely on and enforce this section and the limitations and disclaimers in these Terms as if they were a party to them.

17. Indemnity

You will defend, indemnify and hold harmless Common Good Labs and its directors, officers, shareholders, employees and contractors from any third-party claim, and related losses, damages and reasonable legal fees, arising from: your Customer Data; your or your clients’ use of the Service; your professional services to your clients, including any filing, deadline or advice; a security incident that originates from Firm Systems; or your breach of these Terms or the law. This does not apply to the extent a claim is caused by our gross negligence or wilful misconduct. We will notify you of a claim promptly and let you control its defence, and you will not settle it in a way that imposes an obligation on us without our consent.

18. Term, cancellation and termination

• Cancelling. You may cancel at any time from your billing settings. Cancellation takes effect at the end of your current paid term.
• Termination for breach. Either party may terminate if the other materially breaches these Terms and does not fix the breach within 30 days of written notice. We may also suspend or terminate immediately, without a cure period, if you breach section 8, 11 or 12, where required by law, or to stop fraud, abuse or a serious security risk. If we terminate because of your breach, prepaid fees are not refunded.
• Insolvency. To the extent permitted by applicable insolvency law, either party may terminate if the other becomes bankrupt, insolvent or ceases to carry on business.
• After termination. Access ends and your account is locked. For 90 days afterwards we keep your Customer Data and, on request, provide an export of it. After 90 days we may permanently delete it, subject to the DPA and any retention the law requires of us. Copies in backups expire on their normal schedule.
• Sections 2, 3 (for anything that happened before termination), 5 (for amounts owing), 7, 8 (the restrictions on copying, extraction and competitive use), 11, 12, 14 to 17, 18 and 20 to 22 survive termination.

19. Changes to these Terms

We may update these Terms. For a material change, we will email the Firm’s administrators at least 30 days before it takes effect, unless the law requires the change sooner. If a material change is adverse to you, you may cancel before it takes effect and receive a pro-rated refund of prepaid fees for the unused period. Otherwise, the updated Terms apply from the effective date.

20. Disputes and limitation period

• These Terms are governed by the laws of Ontario and the federal laws of Canada that apply there, without regard to conflict-of-laws rules.
• Before starting a proceeding, a party must give the other written notice of the dispute, and senior representatives will try in good faith to resolve it for 30 days. Either party may seek urgent injunctive relief at any time.
• Protecting the Service. A breach of section 8, 11 or 12 would cause us harm that money alone cannot adequately remedy. In addition to any other remedy, we may seek an injunction or other equitable relief to stop it, without having to prove actual damage and, to the extent the court allows, without posting security. If we take legal action to enforce section 3, 8, 11 or 12 and succeed, you will pay our legal costs on a full-indemnity basis.
• Records. Our system records, including access and activity logs, are evidence of the activity they record unless shown to be wrong.
• The courts of Ontario have exclusive jurisdiction, and each party agrees to their jurisdiction. Either party may bring a claim within the Small Claims Court’s monetary limit there.
• These Terms are a business agreement. As permitted by section 22 of Ontario’s Limitations Act, 2002, any claim must be started within one year after it was discovered or ought to have been discovered.

21. Order of precedence

If documents conflict, this order applies: an Order Form, then the DPA (for Customer Data), then these Terms, then our policies.

22. General

• Entire agreement. These Terms, the DPA, any Order Form and the policies they refer to are the entire agreement on this subject, and replace earlier agreements and representations.
• Assignment. You may not assign these Terms without our consent. We may assign them to an affiliate, or to a successor in a merger, reorganization or sale of all or part of our business, on notice to you.
• Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as natural disasters, utility or internet failures, failures of third-party hosting or service providers, cyberattacks despite reasonable safeguards, labour disputes or government action. This does not excuse an obligation to pay.
• Notices. We send notices to the email address of your account’s administrators. You send notices to legal@commongoodlabs.ca. Email notices are effective when sent.
• Relationship. The parties are independent contractors. Nothing creates a partnership, agency, fiduciary or employment relationship.
• Severability and waiver. If a provision is unenforceable, it is limited to the minimum extent necessary and the rest remains in force. A failure to enforce a provision is not a waiver.
• Language. The parties have required that these Terms and related documents be drawn up in English.

23. If you use a Firm’s client portal

• You agree to this Part B when you tick the box to accept it the first time you sign in to the portal, or when you next sign in after it changes.
• Your accounting firm, not Common Good Labs, provides you with services and controls the portal and your information in it. We provide the software to the Firm. Questions about your file, fees or services, and requests about your personal information, go to your Firm. Your Firm is not responsible for the portal software itself; your agreement with your Firm about its services is separate from these Terms.
• Use the portal only for your relationship with the Firm, keep your sign-in details private, and follow the acceptable-use rules in section 8.
• Electronic signatures and consents you give in the portal are recorded with identity details, timestamps and IP addresses, and may be relied on by your Firm.
• The portal is provided “as is.” To the extent the law allows, Common Good Labs is not liable to you for the Firm’s services, for its decisions, or for any loss arising from your use of the portal, and our total liability to you will not exceed $100.
• No director, officer, shareholder, employee or contractor of Common Good Labs is personally liable to you, as section 16 sets out.
• Keep the device and email account you use for the portal reasonably secure. You are responsible for losses caused by your misuse of the portal: breaking this Part B or the law, uploading content you have no right to share, letting someone else use your sign-in, or using the portal to attack, scrape or copy the Service. You will cover Common Good Labs (including its directors, officers, shareholders and employees) and your Firm for third-party claims, and the reasonable costs of them, that arise from that misuse.
• Nothing in these Terms limits rights you have under consumer protection laws that cannot be waived. Where those laws give you the right to bring a claim in your own province, you keep that right.

Contact

Common Good Labs Inc. is the contracting entity for the Service. Legal questions: legal@commongoodlabs.ca.