Ribbon Terms & Conditions

Effective date: July 2024

Client Agreement

1. These terms and conditions ("Terms") and the privacy policy (the "Privacy Policy") (the Terms and Conditions and the Privacy Policy are together referred to and from the "Agreement") which governs any client (hereinafter "You", "Your" or "Client") use of our self-serve business formation, tax, and bookkeeping information or technology services (hereinafter the "Services", see below) provided by Ribbon Business Solutions Inc. or its subsidiaries, affiliates, contractors, partners, consultants, officers, directors, contractors or employees (hereinafter referred to as "Ribbon" "We" "Us" or "Our") each of us, You and Ribbon, shall be a party ("Party") and together the parties ("Parties").

2. By accessing or using the Services, You agree to be bound by the Agreement as updated from time to time in this Agreement.

3. If You do not agree with any provision of this Agreement, you should not use the Services and must notify Us of your termination of the Agreement immediately.

4. Please note that the Services may be updated, changed or withdrawn without notice. The prices for Services may be changed, without notice to you, or with the minimum notice required under Ontario or applicable Canadian federal law.

5. The Agreement may be changed from time to time without notice to You.

6. The Services are provided to you as is and we may make referrals to other providers, but do not guarantee the products or services to the other provider's services.

Suitability

7. Our Services may not be suitable for you or your own specific business or professional needs.

8. You are strongly advised and encouraged to check with your professional advisors, legal, accounting, business, and tax advisors ("Advisors"), to ensure the suitability of the Services or other referrals for Your specific business purposes.

9. We strongly urge You to get independent advice from your Advisors.

10. We strongly recommend that You review the Terms with your Advisors.

Eligibility

11. You must be a domestic federal or provincial corporation, limited partnership, limited liability partnership, or other Canadian or provincial legal entity, incorporated and registered in Canada, or with one of the provinces or territories therein (the "Business").

12. The person signing on behalf of the Business or executing the Agreement (the "Signatory") must be authorized to bind and sign on behalf of the Business. The Signatory must be at least 18 years old, or the legal age of majority, a Canadian citizen, permanent resident or otherwise authorized to work legally in Canada.

13. The Signatory must be capable of entering into a legally binding agreement in Ontario to use our Services.

14. By accessing or using the Services, you represent and warrant that you meet these eligibility and suitability requirements on each and every day of the Agreement. The representations and warranties provided by you are restated each day of the Agreement.

Service Description

15. Ribbon provides self-serve business formation and corporate governance, as well as, tax, and bookkeeping consulting services that allow users to create and register their own Canadian business entities, along with assisting with tax preparation, filing, and year-round tax advice services (the "Services"). The Services only include access to online tools, resources, and documentation to guide users through the respective processes. Various advisors may assist you with your business, including lawyers, accountants, financial advisors and tax consultants, or business consultants ("Advisors"). Ribbon is not a law firm, financial advisory firm, or accounting firm. You should seek help and advice from your Advisors. The Services do not include legal or accounting, or tax or financial advice, and are not meant to replace your Advisors. You should consult with your Advisors to ensure that Ribbon's Services are appropriate for you, your business and specific circumstances. The Services are for informational purposes only and should not be considered a substitute for professional legal, tax, or accounting advice. Check with your Advisors if you have any questions.

Ribbon Pricing

16. Ribbon Basics pricing is designed to accommodate and encourage small Canadian businesses. Please note that pricing for any Services is subject to change without notice. The Pricing is set for Ribbon Basics, Ribbon Advanced, and Ribbon Institutional (all referred to after as "Ribbon Service Tiers" and each a "Ribbon Service Tier").

Ribbon Basics

17. The eligibility criteria for Ribbon Basics pricing includes:

  • Business operating primarily in Canada;
  • Is a Canadian Controlled Private Corporation or Canadian tax resident for sole proprietorships;
  • No any subsidiaries inside or outside of Canada;
  • No shell companies;
  • Not a subsidiary of a resident or non-resident corporation or business;
  • No ownership of the corporation by corporations, trusts, limited partnerships, or other entities;
  • Has not engaged in any mergers or acquisitions;
  • Does not engage in real estate or mortgage transactions; No inventory dependent business;
  • Maximum three (3) individuals working in or for the business as either owners, directors, employees or contractors (all referred to as "Employees", whether or not legally designated as such). For clarity, Employees includes any and all owners actively involved in the business;
  • Maximum net income of $500,000 CAD per fiscal year;
  • Maximum gross revenue of $2 million CAD in the prior 12 month period or annual return; and
  • Must agree to automatic renewal.
Questions about Ribbon Services Tiers

18. If you want clarity on any of the Ribbon Service Tiers or limitations please contact Ribbon for clarification and to discuss alternative pricing options. Different Ribbon Service Tiers may better suit your specific business needs and circumstances, which may include Ribbon Advanced, and Ribbon Institutional Service Tiers. Contact support@getribbon.ai or a Ribbon representative for more information.

Additional Information and Documents

19. By engaging with Ribbon for services under the Ribbon, clients acknowledge and agree to the eligibility criteria for each Ribbon Services Tier. Ribbon reserves the right to verify the eligibility of clients and to request documentation or records from you for the relevant Ribbon pricing and to adjust or reduce pricing accordingly if it is determined in Ribbon's sole and exclusive opinion that the client does not meet the relevant eligibility criteria. Note: All Services may be amended, changed or terminated without notice.

Automatic Renewal

20. Unless you opt-out, the Services will automatically renew for the same duration at the same price, plus any relevant annual CPI adjustment as set by the Bank of Canada. If you want to opt out, please contact us, as the Ribbon Tier and/or pricing may change.

Account Registration

21. In order to use our Services, you will be required to create an account. You hereby agree to provide accurate, complete, and up-to-date information during the registration process, and update this information immediately if anything changes. You are solely responsible for maintaining the confidentiality of your account credentials and for any activity that occurs under your account. Do not share your password or any confidential information with others or third parties. Ribbon reserves the right to suspend or terminate your account if any information provided is inaccurate, incomplete, or violates these Terms.

User Responsibilities

22. You hereby agree to follow rules on proper use of Ribbon's Services including each of the below:

  • Proper Use: You agree to use the Services in compliance with all applicable laws, regulations, and these Terms;
  • You will not use the Services for any unlawful or unauthorized purposes or engage in any activity that could harm Ribbon or other users;
  • You are responsible for the accuracy and completeness of the information provided during the use of the Services. Ribbon is not responsible for any consequences arising from inaccurate or incomplete information provided by you;
  • You acknowledge that it is your responsibility to comply with all legal and regulatory requirements related to your use of the Services, including but not limited to tax, financial, legal and accounting laws and regulations;
  • You must never co-mingle personal and business funds. It is imperative that you maintain clear separation between your personal finances and those of your business. Co-mingling funds can lead to inaccuracies in financial reporting, tax complications, and legal liabilities;
  • You must ensure that all financial transactions related to your business are conducted through dedicated business accounts and refrain from using personal accounts for business purposes;
  • You must fully cooperate with our tax or bookkeeping professionals by providing timely and accurate information pertinent to your business operations. This includes but is not limited to providing access to financial records, invoices, receipts, bank statements, and any other relevant documents necessary for the completion of tax filings or bookkeeping services. Failure to provide timely and accurate information may result in delays and inaccuracies in the services provided;
  • Upon receipt of financial reports prepared by our professionals, it is your sole and exclusive responsibility to promptly review and verify the accuracy of the information presented within 14 days;
  • Timely review allows for the identification and correction of any errors or discrepancies, ensuring the integrity of your financial records; and
  • Any concerns or discrepancies should be communicated promptly communicated to the promptly for resolution within 14 days.

Tax Services

23. Tax Services is an optional service. As part of our Services, Ribbon's tax professionals may assist you with your business tax preparation and filing, and provide year-round tax advice. Ribbon makes no commitment, and has no obligation, to provide any Tax Services to you, except as set forth in these Terms or a detailed statement of work issued by Ribbon. In addition, your participation in certain Tax Services, or engagement of certain tax professionals, may be subject to additional terms and conditions, and such terms and conditions will be made available to you in connection with such services. Unless otherwise set forth in a statement of work, our Tax Services are limited to the preparation of provincial and federal income tax returns for your business. IN NO EVENT WILL THE TAX SERVICES INCLUDE CONSULTATION ON ANY OTHER TAXATION OR LEGAL ISSUES. RIBBON MAKES NO COMMITMENT, AND HAS NO OBLIGATION, TO PROVIDE ANY TAX ADVICE, INFORMATION, OR CONSULTATION REGARDING TAX OR LEGAL MATTERS OUTSIDE OF THE SCOPE OF THE SERVICES SET FORTH IN THESE TERMS OR ANY STATEMENT OF WORK ISSUED BY RIBBON. OUT OF SCOPE MATTERS INCLUDE BUT ARE NOT LIMITED TO LOCAL, INTERNATIONAL, AND IMPORT/EXPORT LAWS. You agree that if you engage Ribbon to provide optional Tax Services, that you will indemnify, defend and hold harmless Ribbon from any and all damages, judgments, liabilities, losses, penalties, settlements, costs, and expenses (including reasonable attorneys' fees) incurred by Ribbon, its officers, directors, employees, contractors, and tax professionals, in connection with any action, claim, or suit arising from your use of the Tax Services, except to the extent caused by the gross negligence or willful misconduct of Ribbon and its tax professionals.

Tax Services Disclaimer

24. OUR WORK IN THE PREPARATION OF TAX RETURNS CANNOT BE RELIED UPON TO DISCOVER ERRORS, FRAUD, DEFALCATIONS OR OTHER IRREGULARITIES, SHOULD ANY EXIST. THE SERVICES DO NOT INCLUDE AUDIT FUNCTIONS. SEEK THE HELP OF A REPUTABLE EXTERNAL AUDITOR OR AUDIT FIRM IF YOU REQUIRE AUDIT SERVICES. WE ASSUME YOU ARE PROPERLY AND TIMELY DISCHARGING ANY AND ALL OTHER TAX REPORTING OBLIGATIONS FOR WHICH YOU ARE RESPONSIBLE. IN THE EVENT YOU TERMINATE THE SERVICES PRIOR TO THE COMPLETION AND/OR FILING OF YOUR TAX RETURNS, RIBBON SHALL HAVE NO RESPONSIBILITY, OR LIABILITY WITH RESPECT TO COMPLETING OR FILING YOUR TAX RETURNS. ALL ADVICE AND INFORMATION MADE AVAILABLE BY RIBBON IN CONNECTION WITH THE TAX SERVICES IS BASED ON THE INFORMATION AND RECORDS YOU PROVIDE TO RIBBON. YOU UNDERSTAND THAT WE WILL NOT AUDIT OR OTHERWISE VERIFY THE INFORMATION YOU SUBMIT, ALTHOUGH WE MAY AT TIMES ASK YOU FOR CLARIFICATION OF SOME OF THE INFORMATION. RIBBON IS NOT RESPONSIBLE FOR ANY INFORMATION OR ADVICE GIVEN BASED ON ANY INACCURATE, UNTRUE, INCOMPLETE OR OUT-OF-DATE INFORMATION PROVIDED BY YOU. YOU ARE SOLELY RESPONSIBLE FOR YOUR ACTS AND OMISSIONS RELATED TO THE TAX SERVICES.

Limitation of Liability

25. To the extent permitted by Applicable Law, Ribbon and its officers, directors, employees, contractors, partners, and agents shall not be liable for any direct, indirect, incidental, consequential, special, aggravated or punitive damages arising out of or in connection with your use of the Services, even if advised of the possibility of such damages.

Indemnification

26. You hereby agree to indemnify, defend, and hold Ribbon and its affiliates, officers, directors, employees, and agents harmless from any claims, liabilities, damages, losses, costs, or expenses, including reasonable attorneys' fees, arising out of or in connection with your use of the Services, violation of these Terms, or infringement of any rights of a third party.

Modifications and Termination

27. Ribbon reserves the right to modify, change, withdraw from or terminate the Services at any time, without prior notice or liability. We may also modify these Terms from time to time by posting the updated version on our website or through other means of communication. Your continued use of the Services after such modifications shall constitute your consent to the updated Terms.

Privacy

29. Ribbon respects your privacy and handles your personal information in accordance with our Privacy Policy. By using the Services, you consent to the collection, use, and disclosure of your personal information as described in the Privacy Policy.

Governing Law and Jurisdiction

30. These Terms shall be governed by and construed exclusively in accordance with the laws of Ontario and Canada as applicable, without regard to its conflict of law provisions or principles.

Dispute Resolution

31. If any dispute occurs between the parties relating to the application, interpretation, implementation or validity of these Terms or this Agreement, the Parties agree to seek to resolve the dispute or controversy through mediation with Canadian Arbitration Association before pursuing any other proceedings. Nothing herein shall preclude you or Ribbon from seeking injunctive relief in the event that a Party perceives that without such injunctive relief, serious and irreparable harm may be done to them. You or Ribbon may serve notice on the others of its desire to resolve a particular dispute by mediation. The mediator shall be appointed by agreement between the Parties or, if the Parties cannot agree within five days after receipt of the notice of intention to mediate, the mediator will be appointed by Canadian Arbitration Association. The mediation will be held at Toronto, Ontario. The Parties agree to attempt to resolve their dispute at mediation. The costs of the mediator shall be shared equally by the Parties. If the dispute has not been resolved within thirty days of the notice of desire to mediate, any Party may terminate the mediation and proceed to arbitration as set out below.

32. Subject to the mediation provisions set out above, if any dispute or controversy occurs between the Parties relating to the interpretation or implementation of any of the provisions of this Agreement, the dispute will be resolved by arbitration at Canadian Arbitration Association pursuant to the general Canadian Arbitration Association Rules for Arbitration. Any Party may serve notice of its desire to refer a dispute to arbitration. The arbitration shall be conducted by a single arbitrator. The arbitration shall be held in Toronto, Ontario. The arbitration shall proceed in accordance with the provisions of the Arbitration Act, 1991, S.O. 1991, c. 17. The decision arrived at by the arbitrator(s) shall be final and binding and no appeal shall lie therefrom. Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The costs of the arbitrator shall be divided equally between the parties.

Severability

33. If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the extent necessary to make it enforceable while maintaining the intent of the original provision. If such modification is not possible, the invalid, illegal, or unenforceable provision shall be deemed severed from these Terms, and the remaining provisions shall continue in full force and effect.

Independent Legal Advice

34. You are strongly advised and urged to seek independent legal advice on these Terms and this Agreement. You are entering a binding agreement for the Services.

35. The Parties hereby agree that each has had the opportunity and right to seek independent legal advice and each have done so to their own satisfaction or have knowingly waived their rights to seek independent legal advice regarding this Agreement.

Entire Agreement

36. This Agreement constitutes the entire agreement between you and Ribbon regarding the Services and supersede any prior or contemporaneous agreements, understandings, or representations, whether oral or written.

37. By using the Services, and signing your electronic signature, you acknowledge and agree that you have read, understood, and agree to be bound by the Terms, Privacy Policy, and this entire Agreement.

Contact Information

38. If you have any questions, concerns or complaints about this Agreement or any of the Services, please contact us at support@getribbon.ai.

Last updated: July 2024