Version 1.0
These Terms of Service (“Contract”, “Agreement”) is an agreement between Nbee’s Consulting Inc., trading as Taxbotic (“Taxbotic”) and You (“Customer”). This Agreement sets forth the general terms for the Customer’s use of Taxbotic’s platform including website, web and desktop applications, products and services.
Before using this Platform including the Website, Mobile and Desktop Applications, Products and Services, kindly ensure that you read and understand this agreement. By using Taxbotic, both parties enter into a binding contract and are bound by it.
Agreement – The agreement constituted by this Terms of Service, Privacy Policy, Cookie Policy, Frequently Asked Questions (FAQ), and any other policies and documentation relevant to Taxbotic’s provision of Service brought to the Customer’s attention and amended from time to time.
Confidential Information – This means confidential and/or proprietary information of a technical, commercial, financial or business nature not generally available to the public, but with strict regard to the Service including without limitation the Service user interface design and layout, and pricing information, disclosed by one Party to the other according to this Agreement, in typed form on Taxbotic and identified by the disclosing Party as being Confidential Information. The Confidential Information is for the purposes hereof deemed to be the exclusive property of the disclosing Party.
Customer Data – The data inputted by the Customer to use the Service and such data shall remain the property of the Customer. Taxbotic has the right to use, display, and distribute the inputted data solely for the purposes described on the website, in this Agreement, and other documentation or policies.
Fees – The fees for the Subscription and any other fees agreed between Taxbotic and specified on the website.
Software-As-A-Software (SaaS) – This is a subscription-based product for tax purposes currently available on Taxbotic’s platform for Accountants and Accounting professionals in Canada.
Subscription – The Customer’s access to the Service in return for the Fees as specified on the website.
Term - This Agreement continues to be in effect until terminated.
Use of Service – This Agreement defines the Customer's access and use of Taxbotic while connected to the internet and under the terms of this Agreement.
The customer is responsible for all aspects of the access and use of Taxbotic’s SaaS. Customers represent and warrant that Customer –
(i) will keep your password confidential and will be responsible for all use of password and account.
(ii) have the legal capacity and you agree to comply with these terms.
(iii) if the Customer knows or suspects that anyone other than the authorized person knows user information (such as an identification code or username) and/or password, Customer must promptly notify Taxbotic.
WHILE TAXBOTIC TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, TAXBOTIC DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR-FREE, AND CUSTOMER’S USE MAY BE INTERRUPTED.
The Recipient agrees to use the same care and discretion to avoid disclosure, publication or dissemination of the Disclosing Party's Confidential Information as it uses with its similar information. The Recipient agrees to use such Confidential Information solely for the Service. The disclosure of Confidential Information by the Disclosing Party to the Recipient shall not be construed as granting any right or licence in Canada under any licence or intellectual property right. The Confidential Information shall remain the exclusive worldwide property of the Disclosing Party, and the Recipient shall hold the Confidential Information in trust for the benefit of the Disclosing Party. The Recipient acknowledges that the Disclosing Party makes no representation or warranty as to reliability, accuracy or completeness of any Confidential Information. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Disclosing Party to those on a need-to-know basis consistent with this contract and have signed a non-disclosure and confidentiality agreement with the Recipient.
If Recipient receives a request or is required by law to disclose all or any part of the information contained in the Disclosing Party's Confidential Information, Recipient, as the case may be, shall, to the extent permitted by Law:
(i) immediately notify the Disclosing Party of the existence of and the terms and circumstances surrounding the request or requirement;
(ii) consult with the Disclosing Party on the advisability of taking legally available steps to resist or narrow the request or lawfully avoid the requirement; and
(iii) at the Disclosing Party's request, take all necessary steps to seek a protective order or other appropriate remedies.
The Recipient acknowledges and agrees that in the event of any breach of this contract, the Disclosing Party may suffer irreparable harm which cannot be compensated by damages and shall, in addition to any remedies available at law, be entitled to seek equitable relief, including injunction and specific performance. The Recipient also agrees to reimburse the Disclosing Party for all costs and expenses, including legal fees incurred by it in enforcing the obligations of the Recipient hereunder, that a court awards to the Recipient.
Customer’s credentials, registration information, and any other information provided to Taxbotic through this platform, as well as certain other information about the Customer, is subject to Taxbotic Privacy Policy and Cookie Policy. Privacy is very important to Taxbotic and Taxbotic shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of the personal information of the customers. However, Customer agrees that Taxbotic shall have no liability for any loss or corruption of any such data, and Customer hereby waives any right of action against Taxbotic arising from any such loss or corruption of personal information.
Reservation of Rights: Taxbotic reserve the right, but not the obligation, to (1) monitor the platform for violations of these terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these terms, including without limitation, reporting such user to law enforcement authorities; (3) in Taxbotic’s sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of Customer’s Contributions or any portion thereof; (4) in Taxbotic’s sole discretion and without limitation, notice, or liability, to remove from SaaS or otherwise disable all files and content that are excessive in size or are in any way burdensome to Taxbotic’s SaaS; and (5) otherwise manage this platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the SaaS.
Restrictions: Customer may not (i) systematically retrieve data or other content from the Service to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Taxbotic; (ii) trick, defraud, or mislead Taxbotic and other customers, especially in any attempt to learn sensitive account information such as customer passwords; (iii) circumvent, disable, or otherwise interfere with security-related features of Service, including features that prevent or restrict the use or copying of any content; (iv) make improper use of Taxbotic Service or submit false reports of abuse or misconduct; (v) use the Service in a manner inconsistent with any applicable laws or regulations; (vi) upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of Taxbotiic or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of Taxbotic.
Details of the standard pricing that applies to the subscription are provided at Taxbotic’s pricing page on the website. Fees are in Canadian Dollars (CAD) and exclusive of any relevant tax, levies, duties or any other imposition unless expressly stated otherwise. The customer shall be responsible for the payment of any taxes, levies, or duties that may be due. Fees are invoiced in advance on a monthly or annual basis. The Subscription is payable irrespective of the use or lack of use of the Service made by the Customer. All Fees shall be paid in full through the method notified to Customer by Taxbotic using such payment methods as Taxbotic may in our absolute discretion agree to accept and Taxbotic shall send Customer an email receipt for each payment. In the event that Customer is dissatisfied with the Service, kindly reach out to Taxbotic customer support for a refund as described on the FAQ section on the website.
Termination on Notice - Customer may terminate this Agreement for any reason with a thirty (30) days’ Notice to Taxbotic at help@taxbotic.com before the completion of the Term or Subscription. If no Notice is given before the expiration of the term, the contract will automatically renew for another term. Termination for Material Breach - Taxbotic may terminate this agreement with immediate effect by delivering notice of termination to the other party, if
(i) Customer fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
(ii) the failure, inaccuracy, or breach continues for thirty (30) days' after Taxbotic delivers notice to the breaching party reasonably detailing the breach. Suspension of violation of the agreement: Taxbotic may temporarily suspend or terminate, or both if the customer violates any terms of the service.
Maintenance of Customer Data - Within 90-days after termination, Customer Data will be available for the customer upon a written request. After such 90 days, Taxbotic has no obligation to maintain the Customer Data and may destroy it.
Return Taxbotic Property Upon Termination - Upon termination of this agreement for any reason, the Customer must pay Taxbotic for any unpaid amounts, and destroy or return all property of Taxbotic. Upon Taxbotic's request, the Customer will confirm in writing its compliance with this destruction or return requirement.
To the fullest extent permitted by applicable law, in no event will Taxbotic, its affiliates, officers, directors, employees, agents, suppliers or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use or content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if Taxbotic has been advised as to the possibility of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law, the aggregate liability of Taxbotic and its officers, employees, agents, suppliers and licensors, relating to the Service will be limited to an amount greater than one dollar or any amounts paid in cash by you to Taxbotic for the prior one-month period before the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.
The Customer agrees to indemnify and hold Taxbotic and its affiliates, directors, officers, employees, and agents harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys' fees, incurred in connection with or arising from any third-party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to Taxbotic’s Service or any willful misconduct on your part.
The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the federal and provincial laws of Canada without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of Canada. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the provincial and federal courts located in Canada and the Customer hereby submit to the personal jurisdiction of such courts. Customer hereby waives any right to a jury trial in any proceeding arising out of or related to this Agreement. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Entire Agreement - This Agreement represents the entire understanding between the parties concerning its subject matter and supersedes any previous communication or agreements that may exist.
Amendment - This Agreement can be amended only by writing signed by both parties.
Assignment - This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by You. Should this Agreement, or the rights granted hereunder, be assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of Taxbotic will bind and inure to any assignees, administrators, successors, and executors.
Force Majeure - A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is beyond the reasonable control of a party, materially affects the performance of any of its obligations under this Agreement and could not reasonably have been foreseen or provided against but will not be excused for failure or delay resulting from only general economic conditions or other general market effects. Severability: If any part of this Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
Waiver - No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
We reserve the right to modify this privacy statement at any time, so please review it frequently. If we make material changes to this policy, we will notify you here and by email.
Taxbotic appreciates the Customer’s support. Should there be any questions, concerns, or comments about Taxbotic’s Service, please send an email directly at help@taxbotic.com.
.svg)
