Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Pratica software-as-a-service platform at pratica.ca and any related services (the "Service"), provided by Pratica ("we", "us", "our"). By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you do not agree, you may not use the Service.

You must be at least the age of majority in your jurisdiction and capable of forming a legally binding contract to use the Service. You agree to provide accurate and current information when you create an account and to keep that information up to date.

You are responsible for keeping your account credentials confidential and for all activity that occurs under your account. Notify us at security@pratica.ca immediately if you suspect unauthorized access.

The Service is organized into "workspaces," each of which represents a separate accounting firm or business unit. A user with administrator permissions in a workspace (a "Workspace Admin") may invite other users, configure roles and permissions, and control workspace settings. Workspace Admins are responsible for managing access to their workspace and for the actions taken by members within it.

If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and "you" refers to that organization.

The Service may be offered on a free, trial, or paid basis. If a workspace is on a paid plan, fees, billing cycles, and payment terms will be presented at sign-up and in the workspace's billing settings. Unless stated otherwise, fees are quoted in Canadian dollars and are exclusive of applicable taxes.

Paid subscriptions renew automatically until cancelled. You can cancel a subscription at any time from your workspace's billing settings; cancellation takes effect at the end of the then-current billing period and you are not entitled to a refund of fees already paid except where required by law.

We may change fees on a going-forward basis. We will give reasonable notice (at least 30 days) before a price change takes effect, and you may cancel before the change takes effect if you do not agree.

You agree not to, and not to permit anyone else to:

• Use the Service in violation of any applicable law or regulation;
• Infringe the intellectual property, privacy, or other rights of any person or entity;
• Upload or transmit malicious code, viruses, or anything designed to interfere with the Service or third-party systems;
• Attempt to gain unauthorized access to the Service or to other users' workspaces or accounts, or probe, scan, or test the vulnerability of the Service without our consent;
• Reverse-engineer, decompile, or attempt to derive the source code of the Service, except to the extent expressly permitted by law;
• Use the Service to send unsolicited communications, perform mass mailings unrelated to your firm's clients, or otherwise misuse third-party integrations (including Google services);
• Resell, sublicense, or commercially exploit the Service or its content except as expressly permitted by us; or
• Use the Service, or any output of it, to build or train machine-learning or generative-AI models that compete with the Service.

You and your workspace retain all rights to the data, files, text, and other materials you upload or generate through the Service ("Customer Data"). You grant Pratica a limited, worldwide, non-exclusive, royalty-free licence to host, store, process, display, and transmit Customer Data solely as necessary to provide the Service, to comply with law, and to enforce these Terms. We may also use aggregated or de-identified data (which does not identify you or any individual) to operate, secure, and improve the Service.

Privacy roles. As between you and Pratica, your firm is the controller of Customer Data (including personal information about your clients and team members), and Pratica acts as your service provider / processor, handling Customer Data only on your instructions and to provide the Service. You are responsible for: (a) having all rights, lawful bases, and consents necessary to put Customer Data into the Service; (b) providing your clients and team members with any privacy notice required by law; and (c) responding to their privacy requests, for which we will provide reasonable assistance.

You represent and warrant that you have all rights necessary to upload and process Customer Data through the Service and that doing so does not violate any law or third-party right. Our handling of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference.

The Service offers optional integrations with third-party services such as Google (Gmail, Google Calendar, Google Drive), Slack, accounting software, and payment processors. Your use of any third-party service is governed by that provider's own terms and privacy policy, and you are responsible for reviewing and complying with them. We are not responsible for the availability, accuracy, or content of third-party services.

When you connect a third-party service to Pratica, you authorize us to access and process data from that service on your behalf as described in our Privacy Policy and in the connection flow. You can disconnect a third-party service at any time.

The Service, including the software, design, branding, and documentation, is owned by Pratica and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service in accordance with these Terms during the term of your subscription. All rights not expressly granted are reserved.

If you provide us with feedback or suggestions about the Service, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback without restriction or obligation to you.

We may offer features designated as "beta," "preview," or "early access," and features that use artificial intelligence. Such features are provided as-is, may be changed or discontinued without notice, are not subject to any service-level commitments, and may produce inaccurate or incomplete output. You use them at your own risk and remain responsible for reviewing their output before relying on it.

You may close your account at any time from your account settings or by contacting us. You may request deletion of a workspace by contacting us; deletion is subject to the data-retention timelines described in our Privacy Policy.

We may suspend or terminate your access to the Service, in whole or in part, if (a) you materially breach these Terms; (b) you fail to pay fees when due; (c) we are required to do so by law; or (d) we reasonably believe your use poses a security or legal risk to us or other users. Where reasonable, we will give notice before suspending access.

Sections that by their nature should survive termination (including Sections 5, 7, 10, 11, 12, 13, and 16) will survive.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA YOU SUBMIT WILL BE SECURE OR NOT LOST.

Pratica is a software tool. Nothing in the Service constitutes accounting, tax, legal, or financial advice, and AI-generated output is not professional advice. You are solely responsible for the accuracy of records you maintain, for reviewing any output of the Service, and for the professional services you provide to your clients.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PRATICA OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE CLAIM AROSE; OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

These exclusions and limitations apply even if a limited remedy fails of its essential purpose, and reflect an agreed allocation of risk that is reflected in our pricing. They do not apply to your obligation to pay fees or to your indemnification obligations under Section 12, and nothing in these Terms limits any liability that cannot be limited under applicable law (such as for gross negligence, fraud, or wilful misconduct).

You agree to defend, indemnify, and hold harmless Pratica from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from (a) Customer Data; (b) your use of the Service in violation of these Terms or applicable law; or (c) your violation of any third-party right, including any intellectual property or privacy right.

Each party may receive non-public information of the other ("Confidential Information"), including the non-public features and pricing of the Service and your Customer Data. The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to its personnel and service providers who are bound by confidentiality obligations. This Section does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, was independently developed, or is required to be disclosed by law (in which case the receiving party will give notice where legally permitted).

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, epidemics or pandemics, government action, internet or telecommunications failures, and the failure or outage of third-party services and infrastructure we rely on (such as Google, our hosting or database providers, or payment processors).

We may modify the Service at any time, including by adding, changing, or removing features. We may also update these Terms from time to time. When we make material changes, we will update the Effective Date at the top of this page and, where appropriate, notify you by email or through the Service. Your continued use of the Service after a change takes effect constitutes acceptance of the updated Terms.

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. The courts located in Vancouver, British Columbia will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and you consent to personal jurisdiction in those courts. Nothing in this Section prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction.

Resolve disputes first. Before starting a court proceeding, the parties will try in good faith to resolve any dispute: the party with the concern will send written notice (notices to us go to legal@pratica.ca) and the parties will negotiate for at least 30 days. This step does not apply to claims for injunctive or equitable relief or to the collection of unpaid fees.

Time limit. Any claim arising out of or relating to these Terms or the Service must be commenced within one (1) year after the claim arose, except where applicable law does not permit such a limitation period.

• Entire agreement — these Terms and the Privacy Policy constitute the entire agreement between you and Pratica regarding the Service.
• Severability — if any provision of these Terms is held invalid, the remaining provisions will continue in full force, and the invalid provision will be enforced to the maximum extent permitted by law.
• No waiver — our failure to enforce any right or provision is not a waiver of that right or provision.
• Assignment — you may not assign these Terms without our prior written consent. We may assign them in connection with a merger, acquisition, or sale of assets.
• Notices — we may give notice by email to the address associated with your account or by posting in the Service. You may give notice to us by email at legal@pratica.ca.

Questions about these Terms? Email legal@pratica.ca.