Terms of Service

1. Service description

Filemark is a Canadian corporate tax (T2) preparation tool. It ingests trial-balance, general-ledger, and source-document data provided by the Customer or pulled from third-party services on the Customer's behalf, computes the T2 schedules and supporting workpapers, and produces handoff packages compatible with TaxCycle, Corporate Taxprep, and CCH iFirm. Filemark does not file returns with the Canada Revenue Agency directly; the Customer's certified tax software remains the e-filer of record.

2. License grant

Subject to these Terms and the Customer's payment of all fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription period for the Customer's internal business purposes (preparing tax returns for its own clients).

3. Customer responsibilities and authority

• The Customer represents that it has lawful authority (engagement letter, power of attorney, or equivalent) to process data for each tax-paying entity it loads into the Service, and that it has obtained any consents required from its end clients for that processing — including consents required under PIPEDA, Quebec Law 25, and analogous provincial legislation for the disclosure of personal information to a service provider.
• The Customer is responsible for the accuracy and completeness of data it provides, for selecting which integrations to enroll, for safeguarding user credentials, and for promptly revoking access of personnel who leave the firm.
• The Customer remains the e-filer of record for any return produced with the Service and is responsible for final review, sign-off, and submission via certified tax software.

4. Acceptable use

• The Customer will not reverse-engineer, decompile, or attempt to derive the source code of the Service except as permitted by applicable law.
• The Customer will not use the Service to process data of any tax-paying entity for which the Customer does not have lawful authority.
• The Customer will not attempt to access another customer's data, probe Filemark's security controls, or disrupt the Service.
• The Customer will not resell access to the Service or permit any unrelated third party to use the Customer's account.
• The Customer will not upload malware, illegal content, or content that infringes the intellectual-property rights of a third party.

5. Customer data and ownership

As between the parties, the Customer owns all data the Customer uploads, ingests, or generates through the Service (the “Customer Data”). The Customer grants Filemark a limited, non-exclusive license to host, process, transmit, and display the Customer Data solely as needed to provide the Service. Filemark does not sell Customer Data, does not use it to train or fine-tune any artificial-intelligence model, and does not share it with any party other than the subprocessors disclosed in our Service Privacy Policy.

6. Data residency

Filemark's production database, object storage, secrets vault, and per-tenant encryption keys are operated in Amazon Web Services Canada Central (ca-central-1). Filemark will not relocate the primary residency of Customer Data outside Canada without at least 30 days' prior written notice to the Customer. Cross-border transfers to opt-in subprocessors (see the current list at filemark.ca/legal/subprocessors) occur only after the Customer's authorized administrator acknowledges the transfer in the integrations page; each cross-border transfer is subject to the assessment described in the Service Privacy Policy.

7. Third-party integrations

The Service includes optional integrations with third-party services (collectively, “Third-Party Services”) that the Customer may enroll. Third-Party Services are governed by the agreements between the Customer and the relevant third party. Filemark is not responsible for the availability, accuracy, or performance of any Third-Party Service, for actions or omissions of the third-party provider, or for changes to a Third-Party Service's API or policies that affect interoperability. Filemark will use commercially reasonable efforts to maintain integrations listed as active in the subprocessor manifest.

8. Fees and billing

Filemark is billed on a per-T2-file basis: the Customer is charged for each tax-engagement file the Customer creates and finalizes in the Service. The current price list is available in the Customer's account settings or, for enterprise pricing, in the Customer's order form. Fees are exclusive of applicable taxes (including GST, HST, QST, and PST), which the Customer is responsible for. Invoices are due 30 days from issue. Overdue accounts may be suspended after 14 days' written notice.

9. Service availability

Filemark will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, excluding (a) scheduled maintenance announced in advance, (b) unscheduled emergency maintenance, (c) outages of third-party services (including Third-Party Services as defined above) on which the Service depends, and (d) events of force majeure as defined below. Real-time status is published at filemark.statuspage.io. Contractual service-level agreements, including specific uptime targets and service-credit remedies, are available in enterprise order forms and supersede this section for the applicable Customer.

10. Security and incident notification

Filemark maintains administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction, as further described in our Security page and the Service Privacy Policy. If Filemark becomes aware of a breach of security safeguards involving Customer Data that creates a real risk of significant harm, Filemark will notify the Customer's account administrators without undue delay and in any event within 72 hours of confirmation of the breach, in accordance with PIPEDA § 10.1 and Quebec Law 25. Suspected breaches may be reported to security@filemark.ca.

11. Data Processing Addendum

On request, Filemark will execute a Data Processing Addendum (DPA) with the Customer that incorporates the commitments in the Service Privacy Policy and allocates controller / processor obligations under PIPEDA, Quebec Law 25, and (where applicable) the EU General Data Protection Regulation standard contractual clauses. The DPA, once executed, forms part of these Terms. Requests: legal@filemark.ca.

12. Term, suspension, and termination

These Terms remain in effect for the duration of the Customer's active subscription. Either party may terminate for the other party's material breach with 30 days' written notice and opportunity to cure. We may suspend the Service immediately on notice if (a) the Customer's use poses a security risk to Filemark or other customers, or (b) the Customer's use violates applicable law. On termination, the Customer may export Customer Data for 60 days; thereafter Customer Data is deleted in accordance with the retention period stated in our Service Privacy Policy.

13. Confidentiality

Each party agrees to protect the other's non-public information with at least the same degree of care it uses to protect its own confidential information, and in any event no less than a reasonable standard. Confidential information may be disclosed only on a need-to-know basis to employees and contractors bound by equivalent confidentiality obligations.

14. Publicity

Neither party will use the other's name, logo, or trademarks in marketing or public materials without the other's prior written consent, except that Filemark may identify the Customer in a customer list on the Filemark website following the Customer's written or in-product opt-in. The Customer may withdraw such consent on 30 days' notice.

15. Warranties and disclaimers

Filemark warrants that the Service will perform substantially as described in our public documentation. Tax computations are based on the Income Tax Act and supporting regulations as they exist at the time of computation; the Customer remains responsible for review and sign-off of all returns and Filemark is not a substitute for the Customer's professional judgment. EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SERVICE IS PROVIDED “AS IS” AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

16. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THESE TERMS WILL EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER TO FILEMARK IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

These limitations do not apply to: (a) the Customer's payment obligations, (b) either party's breach of the Confidentiality section, (c) Filemark's indemnity obligations, or (d) liability that cannot be limited under applicable law.

17. Indemnification

Filemark will defend the Customer against any third-party claim alleging that the Service, used as permitted under these Terms, infringes that third party's intellectual property rights, and will pay the resulting damages or settlement. The Customer will defend Filemark against any third-party claim arising from (a) the Customer's misuse of the Service or (b) Customer Data, including any claim that the Customer lacked authority to provide such Customer Data to Filemark.

18. Force majeure

Neither party is liable for any failure or delay in performance (other than the payment of fees) caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, government action, labour disputes, internet or cloud-infrastructure outages, and cyber-attacks of a kind that could not have been prevented by commercially reasonable safeguards. The affected party will notify the other promptly and resume performance as soon as reasonably practicable.

19. Survival

The following sections survive termination of these Terms: 5 (Customer data and ownership), 8 (Fees and billing, with respect to amounts accrued before termination), 10 (Security and incident notification, with respect to incidents arising before termination), 13 (Confidentiality), 15 (Warranties and disclaimers), 16 (Limitation of liability), 17 (Indemnification), 21 (Governing law and dispute resolution), and any other provision that by its nature should survive.

20. Notices

Notices to Filemark under these Terms must be sent to legal@filemark.ca. Notices to the Customer will be sent to the email address of the account administrators on file. Either party may update its notice address by written notice to the other.

21. Governing law and dispute resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts-of-law principles. Each party submits to the exclusive jurisdiction of the courts of Ontario for any dispute not resolved by good-faith negotiation within 30 days, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

22. Changes to these Terms

We may update these Terms from time to time. Material changes will be communicated to the Customer's account administrators by email at least 30 days before they take effect. Continued use of the Service after a change constitutes acceptance. The current version of these Terms is shown above (version and last-revised date).

23. Miscellaneous

These Terms (together with the Service Privacy Policy, any executed Data Processing Addendum, and any executed order form) form the entire agreement between the parties and supersede all prior or contemporaneous agreements. Failure to enforce any provision is not a waiver. If any provision is held unenforceable, the remainder remains in effect. Neither party may assign these Terms without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets. These Terms are binding on and inure to the benefit of the parties and their permitted successors and assigns. There are no third-party beneficiaries.

Contact

Notices and contractual questions: legal@filemark.ca. Privacy questions: privacy@filemark.ca. Security reports: security@filemark.ca.