01 Introduction and Acceptance
Welcome to our platform (the "Service"). These Terms and Conditions ("Terms" or "Agreement") constitute a legally binding agreement between you ("User", "Customer", "you", or "your") and Ordira ("Company", "we", "us", or "our"), a company incorporated under the laws of Canada, with its principal place of business in the Province of Quebec.
By accessing or using our Service, creating an account, or clicking to accept these Terms when presented, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.
If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to these Terms.
02 Definitions
- "Account" means the account created by the User to access and use the Service.
- "Confidential Information" means any non-public information disclosed by either party, including business information, technical data, and trade secrets.
- "Personal Information" means information about an identifiable individual, as defined under PIPEDA and Quebec's Law 25.
- "Service" means the software as a service platform provided by the Company.
- "Subscription Plan" means the specific service tier selected by the User.
- "User Data" means any data uploaded, submitted, or stored by the User through the Service.
03 Eligibility and Account Registration
3.1 Eligibility
To use our Service, you must be at least 18 years of age or the age of majority in your jurisdiction, have legal capacity to enter into a binding agreement, and not be prohibited from using the Service under applicable laws.
3.2 Account Information
When registering, you agree to provide accurate information including:
- Full legal name or authorized representative name
- Business name (if applicable)
- Business number or registration number (if applicable)
- Business and mailing address
- Valid email address
You are responsible for maintaining the confidentiality of your Account credentials and for all activities under your Account. You must immediately notify us of any unauthorized use.
04 Service Description and License
4.1 License Grant
Subject to compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business purposes during the Subscription Term.
4.2 Service Tiers
The Service is offered in multiple subscription tiers with different features, limits, and pricing as described on our website. We reserve the right to modify subscription tiers upon reasonable notice.
4.3 Service Availability
We will use commercially reasonable efforts to make the Service available 24/7, except for planned maintenance (with advance notice), emergency maintenance, and circumstances beyond our reasonable control.
05 Fees, Payment, and Billing
5.1 Subscription Fees
You agree to pay all fees associated with your selected Subscription Plan. All fees are quoted in Canadian dollars (CAD) unless otherwise specified.
5.2 Payment Processing
Payment processing is provided by Stripe, Inc. By using our Service and providing payment information, you agree to Stripe's Services Agreement and Privacy Policy (stripe.com/legal). You authorize us to charge your designated payment method for all fees when due.
5.3 Recurring Billing and Automatic Renewal
Subscriptions are billed on a recurring basis (monthly or annually). Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date through your Account settings or by contacting us. Upon renewal, fees will be charged to your payment method on file.
5.4 Price Changes
We may change our fees upon at least thirty (30) days' prior notice. Fee changes take effect at the start of your next billing cycle. Continued use after a price change constitutes acceptance.
5.5 Taxes
All fees exclude applicable taxes including GST, HST, QST, and provincial sales taxes. You are responsible for all such taxes except taxes based on our income.
5.6 Refund Policy
Unless required by applicable law, all fees are non-refundable. No refunds or credits will be provided for partial subscription periods, unused features, or account termination for breach.
06 User Responsibilities and Acceptable Use
You agree to use the Service only for lawful purposes. You shall not:
- Use the Service in violation of any applicable law or regulation
- Transmit defamatory, obscene, fraudulent, or objectionable material
- Attempt unauthorized access to the Service or related systems
- Interfere with or disrupt the Service's integrity or performance
- Reverse engineer, decompile, or disassemble the Service
- Use automated means to access the Service without permission
- Resell, sublicense, or commercially exploit the Service
- Infringe upon intellectual property rights of others
07 Data Ownership and User Data
7.1 Your Data
You retain all rights to your User Data. By using the Service, you grant us a limited license to host, store, process, and display your User Data solely to provide the Service.
7.2 Data Backup
While we implement reasonable backup procedures, you are responsible for maintaining independent backups of your User Data. We are not liable for any loss or corruption of User Data.
7.3 Data Portability
Upon request, we will provide you with your User Data in a commonly used, machine-readable format in accordance with applicable privacy laws, including Quebec's Law 25.
08 Privacy and Data Protection
8.1 Privacy Policy
Our collection, use, and disclosure of Personal Information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to such processing.
8.2 PIPEDA Compliance
We comply with the Personal Information Protection and Electronic Documents Act (PIPEDA) and its ten fair information principles: accountability, identifying purposes, consent, limiting collection, limiting use/disclosure/retention, accuracy, safeguards, openness, individual access, and challenging compliance.
8.3 Quebec Law 25 Compliance
For users in Quebec, we comply with the Act Respecting the Protection of Personal Information in the Private Sector (Law 25), including requirements for privacy impact assessments, data breach notification, privacy by default settings, and data subject rights including access, rectification, and erasure.
8.4 Data Storage
User Data is stored using MongoDB Atlas cloud database services. Data may be stored on servers located in Canada and/or the United States. By using the Service, you consent to this data storage arrangement.
8.5 Data Breach Notification
In the event of a security breach involving Personal Information that creates a real risk of significant harm, we will notify affected individuals and the Office of the Privacy Commissioner of Canada (and the Commission d'acces a l'information du Quebec where applicable) as required by law.
8.6 Privacy Officer
We have designated a Privacy Officer responsible for compliance with privacy laws. Contact information for our Privacy Officer is available in our Privacy Policy.
09 Consent and Communications
9.1 Consent Requirements
We obtain your consent for the collection, use, and disclosure of your Personal Information as required by PIPEDA and Law 25. Consent may be express or implied depending on the sensitivity of the information and the reasonable expectations of the individual.
9.2 Marketing Communications (CASL Compliance)
In compliance with Canada's Anti-Spam Legislation (CASL), we will only send you commercial electronic messages (including marketing emails and promotional content) if you have provided express consent. You may withdraw consent at any time using the unsubscribe mechanism in our emails, and we will process your request within 10 business days.
9.3 Platform and Service Communications
Transactional messages related to your Account (such as billing confirmations, security alerts, and service updates) do not require marketing consent and are necessary for the provision of the Service.
9.4 Communication Preferences
You can manage your communication preferences through your Account settings. All commercial electronic messages will include our business name, mailing address, and a functioning unsubscribe mechanism as required by CASL.
10 Intellectual Property
10.1 Our Intellectual Property
The Service, including its software, design, text, graphics, logos, and all intellectual property rights therein, are owned by the Company or our licensors. Nothing in these Terms transfers any ownership rights to you.
10.2 Restrictions
You may not copy, modify, distribute, sell, lease, or create derivative works based on the Service without our express written permission.
10.3 Feedback
If you provide suggestions, ideas, or feedback about the Service, you grant us a non-exclusive, royalty-free, perpetual, irrevocable license to use such feedback without restriction.
11 Confidentiality
Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose it to third parties except as necessary to perform obligations under this Agreement, with prior written consent, or as required by law. This obligation survives termination of this Agreement.
12 Term and Termination
12.1 Term
This Agreement begins when you create an Account or first access the Service and continues until terminated.
12.2 Termination by You
You may terminate your Account at any time through your Account settings or by contacting us. Termination will be effective at the end of your current billing period.
12.3 Termination by Us
We may suspend or terminate your Account immediately if you breach these Terms, fail to pay fees when due, or engage in conduct that may harm us, other users, or third parties. We may also terminate for convenience upon thirty (30) days' notice.
12.4 Effect of Termination
Upon termination: (a) your license to use the Service ends immediately; (b) you must cease all use of the Service; (c) we may delete your Account and User Data after a reasonable retention period (typically 30 days); and (d) provisions that by their nature should survive will survive, including intellectual property, confidentiality, limitation of liability, and dispute resolution.
13 Disclaimers
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
14 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
OUR TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED CANADIAN DOLLARS ($100 CAD).
15 Indemnification
You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and affiliates from any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) your User Data.
16 Governing Law and Dispute Resolution
16.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles.
16.2 Jurisdiction
Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of the Province of Quebec, and you consent to the personal jurisdiction of such courts.
16.3 Language
The parties have requested that this Agreement and all related documents be drafted in English.
Les parties ont demande que cette convention et tous les documents connexes soient rediges en anglais.
17 Changes to Terms
We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last Updated" date. For material changes, we will provide at least thirty (30) days' notice before the changes take effect. Your continued use of the Service after changes become effective constitutes acceptance of the modified Terms.
18 General Provisions
18.1 Entire Agreement
These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and the Company regarding the Service.
18.2 Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
18.3 Waiver
No waiver of any term shall be deemed a further or continuing waiver of such term or any other term. Our failure to enforce any right or provision shall not constitute a waiver.
18.4 Assignment
You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations without restriction.
18.5 Force Majeure
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
18.6 Notices
We may provide notices to you via email to your registered email address, through the Service, or by posting on our website. You may provide notices to us at the contact information below.
19 Contact Information
If you have any questions about these Terms or the Service, please contact us at: