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Draft — under legal review

This is a draft for lawyer review. It is not yet in effect.

Terms of Service

Last updated: [date]

These Terms of Service ("Terms") are an agreement between [legal name of business] ("FacilityNorth", "we", "us") and the organization that signs up for or uses the FacilityNorth service ("Customer", "you"). By creating an account, accepting a quote, or using the Service, you agree to these Terms on behalf of your organization, and you confirm you have authority to do so.

1. Definitions

  • Service: the FacilityNorth web application, related mobile and tablet access, websites, and any setup, support or training we provide.
  • Customer Data: information you or your users enter into or upload to the Service, such as buildings, equipment, work orders, photos, documents and inventory records, including problem reports submitted through your posters.
  • Users: managers and team members you allow to use the Service. People who submit problem reports through "Report a problem" posters, and contractors using upload links, do not have accounts and are not counted as Users for billing.
  • Plan: the subscription plan you choose, as described on our pricing page or in a quote.

2. Accounts and access

  1. You are responsible for everyone you invite, and for keeping sign-in emails and devices secure.
  2. You must tell us promptly at [support email] if you believe an account has been used without permission.
  3. We may suspend access if we reasonably believe an account is being misused, is a security risk, or if fees are overdue, and we will tell you why.

3. Plans, fees and billing

  1. Monthly and annual plans are billed in advance in Canadian dollars, plus applicable taxes. Extra Users are billed at the rate shown on your Plan.
  2. Changes: you may add or remove Users at any time. Additions are billed from the date added; removals take effect from the next billing period.
  3. Cancellation: monthly Plans may be cancelled at any time and remain active until the end of the paid period. Fees already paid are not refunded, except where the law requires it or these Terms say otherwise.
  4. Annual plans and invoices: if you pay by invoice, payment is due within [30] days. We may suspend the Service if an invoice is more than [30] days overdue, after giving notice.
  5. Price changes: we may change prices with at least [60] days' notice. Changes apply from your next renewal. Prepaid periods and price-locked contracts are not affected.

4. Setup and white-glove services

  1. Optional setup services (configuration, data import, on-site QR labelling, training, tablet setup) are provided under a separate written quote.
  2. Quotes are based on the information you provide, such as square footage, number of Users, equipment and inventory counts, and travel. If the actual work differs significantly, we may adjust the quote with your agreement before continuing.
  3. You are responsible for safe access to your sites, any site orientation or credentialing your facility requires, and for checking the accuracy of data we import on your behalf before relying on it.

5. Custom work

Custom features, forms or integrations built for one Customer are quoted separately. Unless agreed otherwise in writing, we own all software we create, including custom work, and you receive the right to use it as part of the Service.

6. Your responsibilities

  1. Compliance stays with you. The Service is a tool to help you organize maintenance, inspections, safety information and records. You remain fully responsible for your facilities, equipment, staff safety, and compliance with all laws, codes, regulations, inspections and standards that apply to you, including WHMIS or other hazard communication rules, fire and building codes, and inspection requirements of authorities such as TSSA.
  2. Reminders are an aid, not a guarantee. Reminders, alerts, suggestions (such as suggested inspecting authorities), projections and reports depend on the data entered and may be late, incomplete or wrong. Do not rely on the Service as your only means of meeting a deadline or legal obligation.
  3. Not for emergencies. The Service is not an emergency, alarm, life-safety or monitoring system. Report emergencies to emergency services and your facility's emergency procedures.
  4. Safety Data Sheets and product information come from manufacturers, suppliers or you. We do not author or verify them. Always follow the current SDS and product label.
  5. No patient or health information. You must not enter personal health information about patients, residents or clients into the Service. Remove any such information promptly if it is entered by mistake, including photos.
  6. Accuracy of your data: you are responsible for the accuracy and legality of Customer Data, and for having the right to upload it.

7. Acceptable use

You must not: misuse or attempt to break the Service's security; access other customers' data; upload malware or illegal content; resell the Service without our agreement; or use the Service in a way that could harm us, other customers or third parties.

8. Your data

  1. You own your Customer Data. You give us permission to host, process and back it up only as needed to provide and improve the Service, as described in our Privacy Policy.
  2. We may use anonymized, aggregated information that does not identify you or any person (for example, overall usage statistics) to operate and improve the Service.
  3. You can export your Customer Data while your account is active, and for [30] days after cancellation. After that, we may permanently delete it, except where we must keep it by law.

9. Availability and changes

We aim to keep the Service available and reliable, but it is provided without a guaranteed uptime unless a separate written service-level agreement says otherwise. We may update, improve or change features. We will give reasonable notice of changes that significantly reduce functionality you rely on.

10. Disclaimers

To the fullest extent permitted by law, the Service is provided "as is" and "as available". We make no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, or that the Service will be uninterrupted or error-free, or that it will ensure regulatory compliance or prevent equipment failure, injury or loss.

11. Limitation of liability

To the fullest extent permitted by law:

  1. No indirect losses: we are not liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data, business, goodwill, fines, penalties, failed inspections, equipment failure, property damage or personal injury arising from use of, or inability to use, the Service, even if we were told such losses were possible.
  2. Cap: our total liability for all claims relating to the Service or these Terms is limited to the subscription fees you paid us for the Service in the 12 months before the event giving rise to the claim.
  3. These limits apply whatever the legal theory (contract, negligence, or otherwise), and are an essential part of our pricing.
  4. Nothing in these Terms limits liability that cannot legally be limited.

12. Indemnity

You will defend and compensate us for claims, losses and costs (including reasonable legal fees) arising from your Customer Data, your breach of these Terms, your use of the Service, or your failure to meet legal, safety or compliance obligations.

13. Termination

  1. You may cancel at any time as described in section 3.
  2. We may end these Terms or suspend the Service if you materially breach them and do not fix the breach within [15] days of notice, or immediately for serious security or legal risks.
  3. Sections that by their nature should continue (including 6, 8, 10, 11, 12 and 14) continue after termination.

14. General

  1. Governing law: these Terms are governed by the laws of Ontario and the federal laws of Canada that apply there. The courts of Ontario have exclusive jurisdiction.
  2. Entire agreement: these Terms, together with any signed quote and our Privacy Policy, are the whole agreement. If a signed quote conflicts with these Terms, the quote wins for that item.
  3. Changes to these Terms: we may update these Terms with at least [30] days' notice. Continuing to use the Service after that means you accept the changes.
  4. Events beyond our control: we are not responsible for delays or failures caused by events beyond our reasonable control, such as outages of internet, hosting or email providers, natural disasters, or government action.
  5. Assignment: you may not transfer these Terms without our consent. We may transfer them as part of a sale or reorganization of our business, with notice to you.
  6. Contact: [business name, address, support email].