These Terms of Service ("Terms") form a binding agreement between you ("you", "your") and SERVICES COMPTABLES ACCOUNT DIRECT inc. (ACCOUNT DIRECT BOOKKEEPING SERVICES inc.), a corporation incorporated under the Quebec Business Corporations Act with its head office in the Province of Quebec, Canada ("Account Direct", "we", "us", "our").
By creating an account, accessing, or using the Account Direct service, you agree to be bound by these Terms and by the Privacy Policy. If you do not agree, do not use the service.
1. The service
1.1 What we provide
Account Direct is a bookkeeping firm: we keep the books of our clients' businesses. You use the Account Direct platform to send us your documents, follow your books and write to us. The services we provide to you are set out in the engagement letter you sign with us, which is our service contract with you; if it differs from these Terms, the engagement letter governs the services it describes. These Terms govern your use of the platform.
1.2 Two service tiers
The platform operates in one of two tiers, selected by the Account Direct team:
- Tier 1 (Canadian-only). Your documents and transcriptions are processed within Canada on Account Direct's own infrastructure, and their content is not sent outside Canada during this processing. Some supporting services may be provided from outside Canada, as described in the Privacy Policy.
- Tier 2 (Cross-border). Your documents and transcriptions are processed in part by a service provider located outside Canada.
The applicable tier is the one in effect at the time the relevant document or transcription is processed.
1.3 Scope of the service
The services we provide are those set out in your engagement letter. The platform is the tool through which we provide them; our team reviews its output before relying on it.
You are responsible for the accuracy and completeness of the documents and information you give us. Responsibility for any tax filing that your engagement letter does not include, and for its submission to the Canada Revenue Agency, Revenu Québec or any other tax authority, rests with you.
2. Eligibility
You must be at least 18 years of age and able to enter into a legally binding contract under the laws of your jurisdiction. The service is not directed to children under 18 and we do not knowingly collect personal information from children.
You must use the service only for lawful business purposes and only in jurisdictions where doing so is permitted. We do not currently market the service outside Canada, although the platform is technically accessible from elsewhere.
3. Accounts and roles
3.1 Account creation
To use the service you must create an account. You agree to provide accurate, current, and complete information during signup and to keep that information up to date. You are responsible for maintaining the confidentiality of your password and for all activity that occurs under your account.
3.2 Roles
The platform recognises two user roles:
- Customer. A business using the platform to upload documents and receive bookkeeping output. Each customer is associated with a business entity.
- Accountant. A member of the Account Direct team who keeps the books of the customers assigned to them.
The platform is administered by the Account Direct team, who approve accounts, configure billing, and select the active service tier. Each role has a distinct interface and a distinct set of permitted actions, governed by the platform's access controls.
3.3 Approval
Accountants and customers must be approved by the Account Direct team before gaining full access to the platform. The Account Direct team may suspend, freeze, or revoke access at its discretion, subject to these Terms.
3.4 One account per person
You may not maintain multiple accounts under different identities for the purpose of evading platform controls, billing, or applicable law.
4. Subscription, billing, and cancellation
4.1 Subscription model
The service is offered on a subscription basis. Pricing is denominated in Canadian dollars. Account Direct sets the price for customers. Your monthly price is billed each month, on the day of the month agreed with you. Subscriptions renew automatically for successive billing periods until cancelled in accordance with section 4.4.
4.2 Payment methods and authorisation
You may pay by credit or debit card, pre-authorized debit, Interac e-Transfer, wire transfer (including an international SWIFT transfer), cheque or PayPal, as agreed with us.
- By card: by providing your card information, you authorise us, through our third-party payment processor, to charge the applicable fees on a recurring basis. The processor's separate terms apply to the processing of your payments.
- By pre-authorized debit: you authorise us to debit your bank account for the applicable fees under a separate pre-authorized debit agreement, which you sign before the first debit and which sets out your rights, including how to cancel it.
- By Interac e-Transfer, wire transfer, cheque or PayPal: you send each payment so that we receive it by its due date. A payment is received when the full amount reaches our account; fees charged to you by your bank or by intermediary banks are your responsibility. PayPal's separate terms apply to payments made through it.
4.3 Failed payments
If a payment fails, we will notify you by email and may suspend access to the service until payment is received. We may terminate the account if payment remains outstanding for more than sixty days from the original due date. A returned pre-authorized debit, or a payment by Interac e-Transfer, wire transfer, cheque or PayPal that has not reached us by its due date, is treated as a failed payment.
4.4 Cancellation
You may ask to cancel your subscription at any time by writing to Account Direct through the platform's messages or by email to [email protected]. We confirm your request in writing within two business days. Cancellation takes effect at the end of the current billing period; we do not refund the unused portion of a billed period except where required by law.
4.5 Changes to fees
We may change subscription fees on at least thirty days' written notice. Continued use of the service after the new fees take effect constitutes acceptance of the changed fees. If you do not accept the changes, your remedy is to cancel the subscription before the new fees take effect.
5. Acceptable use
You agree that you will not, and you will not permit any other person using your account to:
- upload, transmit, or generate any content that is unlawful, fraudulent, infringing, defamatory, harassing, obscene, or otherwise objectionable;
- upload personal information of third parties without their consent or other lawful basis;
- attempt to gain unauthorised access to the service, to any account other than your own, or to the underlying systems of Account Direct or its service providers;
- interfere with or disrupt the integrity or performance of the service, including by uploading content designed to consume disproportionate computing resources;
- use the service to develop, train, or improve any product or model that competes with Account Direct, except as expressly permitted by these Terms;
- reverse engineer, decompile, or attempt to derive the source code of any part of the service except to the extent permitted by applicable law;
- circumvent, disable, or interfere with security-related features of the service;
- use the service in any manner that violates any applicable law, including the Personal Information Protection and Electronic Documents Act, the Quebec Act respecting the protection of personal information in the private sector, the Income Tax Act, the Excise Tax Act, or any equivalent provincial legislation.
We may suspend or terminate accounts that violate these acceptable-use rules. We may also report unlawful activity to the appropriate authorities.
6. Customer data ownership
6.1 Your data is your data
You retain all rights, title, and interest in and to the personal information, financial records, documents, and other data you upload to the service or that is generated about your business in the course of using the service ("Customer Data"). Account Direct does not claim ownership of Customer Data.
6.2 Licence to operate the service
You grant Account Direct a worldwide, non-exclusive, royalty-free licence to use, host, copy, transmit, display, and process Customer Data solely as necessary to provide the service to you, including:
- transmitting Customer Data to the service providers described in the Privacy Policy;
- processing Customer Data under the service tier in effect to help organize and classify it;
- generating workbooks and other outputs from Customer Data and making them available to your accountant;
- producing aggregated, de-identified information to operate, secure, and improve the service.
This licence terminates when the corresponding Customer Data is deleted or the account is closed, subject to the retention rules in section 6.4 and the Privacy Policy.
6.3 Accountant access
If you are a customer, the members of our team assigned to your file have access to the Customer Data associated with your business, in order to provide the services set out in your engagement letter. They are bound by our confidentiality obligations under these Terms, the Privacy Policy and your engagement letter.
6.4 Retention and deletion
When you close your account, your access to the service ends. The underlying business records associated with your account are retained for six years from the end of the last tax year to which they relate, in order to comply with the record-keeping obligations of section 230 of the Income Tax Act and the equivalent Quebec provisions. After the six-year period the records are permanently and irreversibly deleted from our active systems; copies in our encrypted backups are deleted within 12 months. Detailed disclosure is provided in the Privacy Policy.
You may export a copy of your Customer Data at any time through the platform's data-export feature. We recommend that you do so before closing your account.
6.5 Personal information you entrust to us
When you entrust us with personal information about other people, for example your employees, your customers or the businesses whose books you ask us to keep, we process it on your behalf, as a service provider within the meaning of section 18.3 of the Quebec Act respecting the protection of personal information in the private sector. With respect to that information, we undertake to:
- use it only to provide the service to you, and for no other purpose;
- keep it confidential, and disclose it only to the service providers described in the Privacy Policy, and only as far as the service requires;
- take reasonable security measures to protect it, having regard to its sensitivity;
- notify you promptly of any confidentiality incident affecting it and work with you to reduce its consequences;
- at the end of the service, return it to you or destroy it, subject to the retention periods required by law and described in section 6.4.
It is your responsibility to make sure you have the right to share that information with us (section 5).
7. Service availability and modifications
7.1 Best-efforts availability
We will use commercially reasonable efforts to make the service available to you. We do not guarantee uninterrupted or error-free operation. Planned maintenance, infrastructure incidents, and dependencies on third-party service providers may cause downtime.
7.2 Changes to the service
We may modify, add, or remove features of the service at any time. We will provide reasonable advance notice of material changes that would materially diminish the functionality you rely on.
7.3 Beta features
From time to time we may offer experimental or beta features. Such features are provided on an as-is basis and may be modified or withdrawn without notice. Your use of beta features is at your discretion.
8. Intellectual property
8.1 Our intellectual property
Account Direct, the Account Direct word mark and any associated logos, the platform's source code, and all related intellectual property are owned by SERVICES COMPTABLES ACCOUNT DIRECT inc. or its licensors. Nothing in these Terms grants you any right, title, or interest in or to that intellectual property except the limited right to use the service in accordance with these Terms.
8.2 Feedback
If you provide us with suggestions, ideas, feature requests, or other feedback about the service, you grant us a perpetual, worldwide, royalty-free, non-exclusive licence to use that feedback for any purpose, including incorporating it into the service. We are not obligated to compensate you for feedback.
9. Third-party services
The service depends on a number of third-party service providers. Their own terms and privacy practices govern their portions of the relationship. We are not responsible for the acts or omissions of third-party providers except to the extent contractually committed in our written agreements with them or as required by applicable law.
The Privacy Policy describes these providers by role, and a current list is available on request.
10. Disclaimer of warranties
To the maximum extent permitted by applicable law, the service is provided "as is" and "as available", without warranty of any kind, whether express, implied, statutory, or otherwise. We disclaim all warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, and availability.
We do not warrant that the categorizations or classifications produced by the service are accurate. The accountant is responsible for reviewing and validating every result. We do not warrant that the workbooks produced by the service are sufficient for any particular tax filing or accounting standard. The accountant and the business owner are responsible for confirming the suitability of the output for their purposes.
Nothing in this section limits or excludes any warranty or condition that cannot be limited or excluded under the Consumer Protection Act (Quebec) or any other applicable law.
11. Limitation of liability
To the maximum extent permitted by applicable law, the total aggregate liability of SERVICES COMPTABLES ACCOUNT DIRECT inc. and its directors, officers, employees, and agents arising out of or relating to these Terms or the service, whether in contract, tort (including negligence), statutory, or any other theory of liability, is limited to the greater of (a) the total fees you have paid to Account Direct in the twelve months immediately preceding the event giving rise to the claim, and (b) one hundred Canadian dollars ($100 CAD).
In no event will Account Direct or its directors, officers, employees, or agents be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business, loss of data, loss of goodwill, or cost of substitute services, even if Account Direct has been advised of the possibility of such damages.
Nothing in this section limits or excludes liability that cannot be limited or excluded under applicable law, including liability for fraud, intentional misconduct, gross negligence, or bodily injury.
12. Indemnification
You agree to indemnify, defend, and hold harmless SERVICES COMPTABLES ACCOUNT DIRECT inc. and its directors, officers, employees, and agents from and against any third-party claims, demands, losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of or relating to:
- your breach of these Terms;
- your violation of any applicable law in connection with your use of the service;
- your infringement of any intellectual-property right or other right of any third party in connection with your use of the service;
- the content of any Customer Data you upload, including any claim that the Customer Data infringes a third party's rights or violates applicable law.
We will give you prompt written notice of any claim subject to indemnification and will provide reasonable cooperation in the defence of the claim. You may not settle any indemnified claim in a manner that imposes any obligation or admission on Account Direct without our prior written consent.
13. Termination
13.1 Termination by you
You may terminate these Terms at any time by closing your account in accordance with section 4.4 and section 6.4.
13.2 Termination by us
We may terminate these Terms or suspend your access to the service at any time if:
- you breach these Terms in any material respect and fail to cure the breach within fifteen days of written notice;
- your use of the service creates a material legal, security, or financial risk to Account Direct or to other users;
- you cease to be eligible to use the service under section 2;
- we are required to do so by applicable law or by a court order.
13.3 Effect of termination
Termination ends your right to use the service. Sections 6.1 (data ownership), 6.4 (retention), 8 (intellectual property), 10 (disclaimer), 11 (limitation of liability), 12 (indemnification), 14 (governing law), 15 (dispute resolution), and any other provision that by its nature should survive termination, will survive termination.
14. Governing law
These Terms are governed by and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable in Quebec, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15. Dispute resolution
15.1 Good-faith negotiation
Before initiating any formal dispute-resolution proceeding, the party raising the dispute shall give the other party at least thirty days' written notice setting out the nature of the dispute and the proposed resolution, and the parties shall attempt in good faith to resolve the dispute through direct discussion.
15.2 Forum
Any dispute arising out of or relating to these Terms or the service that is not resolved through negotiation shall be brought exclusively before the courts of the judicial district of Montréal, Province of Quebec, and you and Account Direct each consent to the exclusive jurisdiction and venue of those courts.
15.3 Consumer rights
Nothing in this section 15 limits any right you may have under the Consumer Protection Act (Quebec) to bring a complaint or proceeding before the Office de la protection du consommateur or any other forum of competent jurisdiction.
16. Changes to these Terms
We may modify these Terms from time to time. We will post the modified Terms on the service and update the "Last updated" date at the top of this document. Material changes will be notified to you by email or by an in-app notice at least thirty days before they take effect.
Your continued use of the service after the modified Terms take effect constitutes acceptance of the modified Terms. If you do not accept the modified Terms, your remedy is to terminate your account before the modified Terms take effect.
17. General
17.1 Entire agreement
These Terms, together with the Privacy Policy, the Cookie Policy and your engagement letter, constitute the entire agreement between you and Account Direct with respect to the service and supersede all prior agreements, representations, and understandings.
17.2 Severability
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.
17.3 No waiver
Failure to enforce any right under these Terms is not a waiver of that right.
17.4 Assignment
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets, on written notice to you.
17.5 Force majeure
Neither party is liable for any failure or delay in performance under these Terms to the extent the failure or delay is caused by circumstances beyond the party's reasonable control, including acts of God, natural disasters, acts of government, war, riots, civil disorder, labour disputes, infrastructure failures, and pandemics.
17.6 Language
When you create your account, the French version of these Terms and of the Privacy Policy is presented to you first. The French version governs, unless, after receiving it, you expressly chose to be bound by the English version; that choice is recorded in your account. Lors de la création de votre compte, la version française des présentes Conditions et de la Politique de confidentialité vous est présentée en premier. La version française prévaut, sauf si, après l'avoir reçue, vous avez expressément choisi d'être lié par la version anglaise; ce choix est consigné dans votre compte. The French version of these Terms is available here.
17.7 Notices
Notices to Account Direct must be sent to [email protected]. Notices to you may be sent to the email address associated with your account or by an in-app notice.
17.8 Electronic communications
You consent to receive communications from us electronically, whether by email or by notices posted within the platform. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.
18. Contact
SERVICES COMPTABLES ACCOUNT DIRECT inc. (ACCOUNT DIRECT BOOKKEEPING SERVICES inc.)
NEQ: 1182272097
300-204 rue du Saint-Sacrement, Montréal, QC H2Y 1W8