Signature Suite Terms of Service

1. About these Terms

These Terms of Service (the "Terms") govern access to and use of Signature Suite (the "Service"), shop-management software provided by Signature Detailing Ltd., a company incorporated in British Columbia, Canada ("Signature Detailing", "we", "us"). The Terms form a binding agreement between Signature Detailing and the business that subscribes to the Service (the "Subscriber", "you").

The Subscriber accepts these Terms by checking the acceptance box at sign-up. We keep a record of the date and time of acceptance and the version of the Terms accepted. The person who accepts these Terms on behalf of a Subscriber confirms that they are authorized to bind that business. Our pricing page at signaturesuite.ca, as updated under Section 7, forms part of these Terms.

These Terms cover the software only. They do not govern any automotive detailing or other services that a Subscriber sells to its own customers.

2. Definitions

• Authorized User: an employee or contractor of the Subscriber whom the Subscriber permits to sign in to the Service.
• Subscriber Data: information that the Subscriber or its Authorized Users enter into, or connect to, the Service, including records about the Subscriber's own customers, vehicles, estimates, jobs, schedules, bookings, photos, payment references and accounting records.
• End Customer: a customer of a Subscriber who uses a customer-facing page of the Service, such as the online booking page or an estimate, job-status or deposit link that the Subscriber sends.
• Third-Party Services: services not provided by Signature Detailing that the Service connects to or depends on, including Stripe and Intuit QuickBooks Online.

3. The Service

Signature Suite helps auto-detailing and similar vehicle-service shops run their business. The following features are included on every plan: customer records, estimates, jobs, scheduling and online booking for End Customers.

On the Pro plan (including Founding Pro), the Service also includes the connection to the Subscriber's own QuickBooks Online company, and deposits taken through the Subscriber's own Stripe account, as described in Sections 6.2, 6.3 and 7. Those features depend on the Subscriber's own QuickBooks Online and Stripe accounts and on those third parties' availability. The Subscriber remains responsible for their own books and payments, as described in Sections 6.2 and 6.3.

The Service is available only to businesses located in Canada, excluding Quebec. We may refuse any sign-up.

4. Accounts and Security

To use the Service, the Subscriber must create an account and give accurate business and contact information. The Subscriber decides who its Authorized Users are and is responsible for adding and removing them, including promptly removing anyone who leaves the business.

Staff sign-in is provided through our identity provider, WorkOS, and multi-factor authentication (MFA) is required for every Authorized User.

The Subscriber must, and must ensure its Authorized Users: (a) keep sign-in credentials and MFA devices confidential and not share accounts; (b) tell us promptly at the contact in Section 20 if they suspect unauthorized access; and (c‌) use the Service only for the Subscriber's own business.

The Subscriber is responsible for activity under its account by its Authorized Users, except to the extent that the activity results from our breach of these Terms.

5. Licence and Acceptable Use

Subject to these Terms and payment of applicable fees, we grant the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term for its Authorized Users to access and use the Service for the Subscriber's internal business operations.

The Subscriber must not, and must not allow anyone to:

• resell, sublicense, rent, white-label or provide the Service to any other business;
• copy, modify, reverse engineer or create derivative works of the Service, except to the extent applicable law expressly allows despite this restriction;
• access or attempt to access another subscriber's account, data or connected QuickBooks or Stripe account;
• bypass, disable or probe security or access controls, or scrape or bulk-extract data other than through the export methods described in Section 14;
• upload malware or unlawful content, or use the Service to send unlawful or unsolicited messages;
• use the Service in breach of applicable law, including privacy and anti-spam law, or in breach of the terms of any Third-Party Service.

6. Subscriber Responsibilities

6.1 Your customers and their information

The Subscriber is responsible for its relationship with its End Customers, including its own service terms, pricing, deposits, cancellations, refunds, warranties and the quality of its work. Signature Detailing is not a party to those transactions.

The Subscriber is responsible for having a lawful basis, including any required notice and consent, to collect, use and disclose End Customer personal information through the Service, and for responding to End Customer privacy requests about its records. We will help as described in our Privacy Policy and Section 9.

Messages that the Service sends to End Customers on the Subscriber's behalf, such as booking confirmations, estimates and reminders, are sent in the Subscriber's name, and the Subscriber is their sender for the purposes of Canada's Anti-Spam Legislation (CASL). The Subscriber is responsible for complying with CASL and other applicable law for those messages. Before sending any commercial electronic message that is not exempt from consent, the Subscriber must obtain any consent CASL requires. Signature Detailing does not send its own marketing messages to End Customers.

6.2 Your own Stripe account

On the Pro plan, each Subscriber takes payments from its End Customers (for example booking deposits) through its own Stripe account, which it connects to the Service using Stripe Connect. The Subscriber's Stripe account is governed by the Subscriber's own agreement with Stripe, including the Stripe Connected Account Agreement. The Service never receives or stores the Subscriber's Stripe secret keys.

Signature Detailing does not receive, hold or transfer Subscriber or End Customer funds, and is not a payment processor or money services business. Card details are entered on Stripe-hosted pages and are not received or stored by the Service. The Subscriber is responsible for its Stripe account, payouts, refunds, chargebacks, disputes and fees.

6.3 Your own QuickBooks Online company

On the Pro plan, if the Subscriber chooses to connect QuickBooks Online, an authorized administrator of the Subscriber signs in to Intuit and authorizes access to the Subscriber's own QuickBooks Online company. The connection uses the QuickBooks Online Accounting API only, not Intuit Payments. Once connected, the Service can read reference lists (such as customers, items, tax codes, accounts and payment methods) and create invoices and payment records in the Subscriber's QuickBooks company from jobs marked complete in the Service.

The Subscriber is responsible for reviewing what is recorded in its books, for its accounting and tax filings, and for its own agreement with Intuit. Connection credentials (tokens) are stored encrypted on our servers, are kept separate for each Subscriber, and are never sent to the browser. The Subscriber may disconnect at any time. Disconnecting revokes only that Subscriber's connection and does not delete existing records in QuickBooks or in the Service.

7. Fees, Billing and Cancellation

Subscription fees are billed in Canadian dollars through Signature Detailing's Stripe account, plus applicable taxes as described below. The current plans and prices are shown on our pricing page. The Service is available only to businesses located in Canada, excluding Quebec. At the date of these Terms, the plans and monthly prices are:

• Base: CA$79 per month. Base includes the core shop system with standard email support.
• Pro: CA$149 per month. Pro includes the core shop system, the connection to the Subscriber's own QuickBooks Online company, deposits taken through the Subscriber's own Stripe account, and 24/7 Technical Support as described in Section 15.
• Founding Pro: CA$119 per month. The first 20 shops that subscribe to Pro may receive Founding Pro at CA$119 per month, locked in for as long as that shop stays subscribed. There is no end date for that locked-in rate.

All plans include an automated support assistant in the Service.

A Subscriber may pay monthly, in advance, or annually. Annual billing is 10% less than 12 monthly payments of the Subscriber's plan price, billed yearly in advance. Founding Pro is eligible for annual billing on the same basis, using the locked-in Founding Pro monthly rate.

• Trial: each new Subscriber may receive one free trial of one calendar month. A payment method is required at Stripe checkout to start the trial. Unless the Subscriber cancels before the trial ends, the subscription converts to a paid subscription and the payment method is charged when the trial ends. We will send a reminder email before the trial ends.
• Renewal: a monthly subscription renews automatically each month until cancelled. An annual subscription renews automatically each year until cancelled. We do not send a separate notice before each renewal.
• Taxes: fees exclude GST/HST and any applicable provincial sales tax, which we add where required.
• Price changes: we will give at least 30 days' notice by email before a fee change takes effect. For a monthly subscription, the change starts with the next monthly billing cycle after the notice period. For an annual subscription, the change takes effect at the next annual renewal after the notice period. A Subscriber that does not accept the change may cancel before it takes effect.
• Cancellation: the Subscriber may cancel at any time in the Service or through the Stripe billing page we provide, or by emailing [email protected]. Cancellation takes effect at the end of the current paid billing period (the current month for a monthly subscription, or the current year for an annual subscription), and the Subscriber keeps access until then.
• Refunds: fees are not refunded for partial months or unused time, except: (a) duplicate or mistaken charges are refunded in full; (b) where applicable law requires a refund; (c‌) if we end the Service for a Subscriber without cause, or if the Subscriber cancels under Section 18 because it objects to a material change, we refund prepaid fees for the unused part of the period on a pro-rated basis.
• Late or failed payment: if a payment fails, Stripe will retry it automatically, and the Subscriber keeps full access for a 7-day grace period. We will notify the Subscriber by email. If payment is still outstanding after the grace period, we may suspend access, but the Subscriber can still view and export its Subscriber Data until payment is made or the account is closed. Subscriber Data is kept as described in Section 14 and our Privacy Policy.

8. Third-Party Services

The Service relies on Third-Party Services, including Stripe (payments), Intuit QuickBooks Online (accounting), Cloudflare (hosting and database) and WorkOS (staff sign-in and MFA). The Subscriber's use of Stripe and QuickBooks Online is governed by its own agreements with those providers. We are not responsible for Third-Party Services, and a change, outage or discontinuance by a provider may affect features of the Service.

9. Data Ownership and Privacy

The Subscriber owns its Subscriber Data. As between the parties, the Subscriber retains all rights in its Subscriber Data. The Subscriber grants us a limited right to host, process, transmit and display Subscriber Data only as needed to provide, secure and support the Service, to follow the Subscriber's instructions, and as required by law.

For personal information about End Customers within Subscriber Data, the Subscriber is the organization responsible for that information under PIPEDA, BC PIPA and, for Subscribers located in Alberta, Alberta PIPA, and Signature Detailing acts as the Subscriber's service provider. As service provider, we will:

• use that information only to provide the Service to the Subscriber and on its instructions, never for our own marketing, and never sell it;
• protect it with the safeguards described in our Privacy Policy;
• require our own service providers to protect it;
• help the Subscriber respond to access and correction requests, and forward to the Subscriber within 5 business days any such request we receive directly;
• notify the Subscriber of breaches as described in Section 12; and
• return or delete it at the end of the subscription as described in Section 14.

Our Privacy Policy describes how we handle personal information, including information about Authorized Users that we handle as an organization in our own right (for example account and billing information).

We may create aggregated or de-identified information about use of the Service only to operate and improve the Service. We will not sell it, and we will not use it to identify, or attempt to re-identify, the Subscriber, any individual or any End Customer.

10. Our Intellectual Property and Feedback

The Service, including its software, design, documentation and branding, is owned by Signature Detailing or its licensors. Except for the licence in Section 5, no rights are granted. If the Subscriber gives suggestions or feedback, we may use them without obligation.

11. Confidentiality

Each party will protect the other's non-public business information that it receives in connection with the Service using reasonable care, and use it only for purposes of these Terms. This does not apply to information that is public, already known, independently developed, or rightfully received from a third party, and does not stop disclosure required by law (with notice where lawful). Subscriber Data is the Subscriber's confidential information. These obligations continue for 3 years after these Terms end, and for as long as the information remains confidential in the case of Subscriber Data and trade secrets.

12. Security

We use reasonable administrative, technical and physical safeguards appropriate to the sensitivity of the information, as described in our Privacy Policy.

If we become aware of a breach of security safeguards involving Subscriber Data, we will notify the affected Subscriber without unreasonable delay, with a target of 72 hours after we confirm the breach. The notice will describe what happened, the information involved, the steps we have taken and a contact person, and we will provide other information reasonably available to help the Subscriber meet its own obligations.

13. Suspension

We may suspend access to the Service, in whole or in part, if reasonably necessary to prevent harm to the Service, other subscribers or any person, if required by law, if the Subscriber materially breaches Section 5, or for non-payment after the grace period in Section 7. We will give advance notice where practical. We may suspend immediately, without advance notice, where needed to address a security threat or a legal requirement. We will restore access once the issue is resolved.

14. Term, Termination and Data Export

These Terms apply from acceptance until the subscription ends. Either party may terminate these Terms for the other's material breach that is not cured within 30 days of written notice. Non-payment is handled under Section 7. The Subscriber may cancel as described in Section 7.

During the subscription, and for 30 days after cancellation or termination, the Subscriber may export its Subscriber Data in CSV format using the export tool in the Service. After that 30-day period, we will delete or de-identify Subscriber Data, except copies we must keep to comply with law (for example accounting and tax records) and copies in routine backups, which expire within 30 days.

On termination, the Subscriber's QuickBooks Online connection will be revoked. Records already created in the Subscriber's QuickBooks company or Stripe account stay in those accounts.

Sections that by their nature should survive termination will survive, including Sections 9 to 11 and 15 to 21.

15. Support and Disclaimers

All plans include an automated support assistant in the Service. For help, email [email protected]. For sales, email [email protected].

Base plan Subscribers receive standard email support.

Pro plan Subscribers, including shops on Founding Pro, receive 24/7 Technical Support. For a critical outage, we aim to reply within 1 hour, at any time. For all other requests, we aim to reply by the next business day. These are response-time targets only. They are not a guarantee that an issue will be resolved within those times, and they are not an uptime or service level commitment.

To the maximum extent permitted by law, the Service is provided "as is" and "as available". We exclude all implied conditions, warranties and representations, including any implied under the Sale of Goods Act (British Columbia), such as merchantability, fitness for a particular purpose and quality. We do not warrant that the Service will be uninterrupted or error-free, that accounting records created in QuickBooks will be complete or correct without the Subscriber's review, or that the Service meets the Subscriber's legal, tax or regulatory obligations. We do not offer any service level or uptime commitment.

16. Limitation of Liability

To the maximum extent permitted by law:

• neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue or lost or corrupted data, however caused, even if advised of the possibility; and
• each party's total liability arising out of or relating to these Terms or the Service is limited to the fees paid by the Subscriber for the Service in the 12 months before the event giving rise to the claim.

These limits do not apply to liability for fraud or wilful misconduct, to the Subscriber's obligation to pay fees, or to the Subscriber's obligations under Section 17.

17. Indemnity

The Subscriber will defend, indemnify and hold harmless Signature Detailing and its directors, officers, employees and contractors from and against third-party claims, and the resulting losses, damages, costs and reasonable legal fees, arising from: (a) the Subscriber's services to its customers, including End Customer disputes about work, pricing, deposits, cancellations or refunds; (b) Subscriber Data, including the Subscriber's lack of any required notice or consent; (c‌) messages sent through the Service on the Subscriber's behalf; or (d) the Subscriber's breach of Section 5 or 6. We will promptly notify the Subscriber of any such claim and reasonably cooperate at the Subscriber's expense.

18. Changes to the Service or Terms

We may update the Service from time to time. We may change these Terms by posting an updated version. For material changes, we will notify the Subscriber by email or in the Service at least 30 days before the change takes effect. Continued use after the effective date means acceptance. A Subscriber that does not agree may cancel before the effective date and receive a pro-rated refund of prepaid fees for the unused part of the period.

19. Governing Law and Disputes

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable there.

Before starting any court proceeding (other than a claim for urgent injunctive relief), a party must give the other written notice of the dispute, and the parties will try in good faith to resolve it for 30 days. If the dispute is not resolved, the courts of British Columbia sitting in Victoria have exclusive jurisdiction. This includes the Civil Resolution Tribunal or Small Claims Court of British Columbia where they have jurisdiction.

20. Notices and Contact

We will send notices to the email address on the Subscriber's account. The Subscriber may send notices to Signature Detailing Ltd. at [email protected] or by mail to the mailing address shown in Section 14 of our Privacy Policy. Privacy questions: Drew Thomas, [email protected].

21. General

These Terms, together with the Privacy Policy and our pricing page, are the entire agreement on their subject. The Subscriber may not assign them without our consent. We may assign them in connection with a merger, reorganization or sale of the business. If a provision is unenforceable, the rest continues. Failure to enforce is not a waiver. Neither party is liable for delay caused by events beyond its reasonable control (other than payment obligations). The parties have expressly required that these Terms and all related documents be drawn up in English.