AERIUS BOOKKEEPING
SUBSCRIPTION TERMS OF SERVICE
Effective date: November 6, 2026 | Canada
These Subscription Terms of Service (the "Terms") form a legally binding agreement between Aerius Bookkeeping, an Ontario general partnership (Ontario Business Identification Number 1001768503) ("Aerius", "we", "us" or "our"), and the business, professional corporation, partnership, sole proprietorship or other commercial organization that purchases, accesses or uses the Services ("Customer", "you" or "your").
By checking the acceptance box at checkout, creating an account, purchasing or renewing a subscription, or accessing or using the Services, Customer confirms that it has read, understood and agrees to be bound by these Terms. If the individual accepting these Terms acts for an organization, that individual represents that they have authority to bind that organization.
1. BUSINESS USE ONLY
The Services are offered solely for commercial and professional business purposes and are not offered primarily for personal, family or household use.
Customer represents that it is acquiring the Services for business purposes, that the individual accepting these Terms has reached the age of majority and has authority to bind Customer, and that all registration and billing information provided to Aerius is accurate.
Customer represents that it is a healthcare business whose services are exempt from GST/HST. The Services do not include GST/HST tracking, collection or filing. If Customer’s business is or becomes required to collect GST/HST, Customer must notify Aerius promptly, and Aerius may end the subscription in accordance with Section 15.
2. SERVICES AND SUBSCRIPTION PLAN
Aerius provides subscription-based bookkeeping services supported by a customer portal, software, automation and related workflows (collectively, the “Services”). The specific inclusions, account limits, reporting, review level, turnaround targets and other features are determined by the subscription plan selected at checkout or otherwise confirmed by Aerius in writing.
Features or work not expressly included in the selected plan are outside the scope of the Services and may require an upgrade or a separate engagement and fee.
Unless a plan or separate written agreement expressly states otherwise, Aerius may update, improve or modify non-material features, workflows and technology used to provide the Services.
2A. PLANS, MINIMUM COMMITMENTS AND START DATE
Founders Rate: billed monthly with a twelve (12) month minimum commitment. The rate is locked for the first twelve months. After that, the subscription continues monthly at the then-current Monthly rate.
Monthly: billed monthly with a three (3) month minimum commitment, then month-to-month.
Yearly: twelve (12) months of service paid in advance. Before the paid year ends, Customer may choose to renew for another year at the then-current Yearly rate or to continue month-to-month at the then-current Monthly rate. If Customer makes no choice, the subscription continues month-to-month at the then-current Monthly rate with no new minimum commitment.
Customer may select a start month of up to three (3) months after the purchase date. For Monthly and Founders Rate plans, the first month’s subscription fee is charged at checkout, even if the selected start month is in the future. Recurring monthly payments begin on the first day of the second month of service. For Yearly plans, the full annual subscription fee is charged at checkout. Any purchased past-month bookkeeping and applicable taxes are also charged at checkout. The subscription service period and minimum commitment begin on the first day of the selected start month, not the purchase date.
3. BOOKKEEPING SCOPE; NO ASSURANCE OR PROFESSIONAL OPINION
Unless Aerius expressly agrees otherwise in a separate written engagement, the Services are bookkeeping and technology services only.
No audit, review engagement, compilation engagement, attestation or other assurance engagement is performed. Aerius does not express an audit opinion, review conclusion or other assurance on Customer’s records or financial information.
The standard subscription does not include legal advice, tax return preparation or filing, GST/HST/PST/QST filing, payroll processing, investment advice, valuation advice, financing advice or any other regulated professional service unless that service is expressly identified in the selected plan or a separate written engagement.
Purchasing an Aerius subscription does not create an engagement with any CPA firm, law firm, advisory firm or other business affiliated with an owner, director, employee or contractor of Aerius. Any such engagement must be entered into separately in writing.
Aerius is not Customer’s fiduciary, trustee, legal representative, signing officer or decision-maker. Customer remains responsible for its business, tax, payroll, legal, financing and regulatory decisions and obligations.
4. CASH-BASIS BOOKKEEPING; SOURCE RECORDS AND RECONCILIATION
Unless the selected plan expressly states otherwise, Aerius maintains the bookkeeping records on a cash-basis for internal bookkeeping and reporting purposes. These records may require adjustments before they are used for tax, financing, assurance, purchase/sale, valuation or other external reporting purposes.
Aerius performs bookkeeping and reconciliation solely from copies of statements, transaction details, reports, receipts, invoices, explanations and other source records that Customer uploads or otherwise provides to Aerius. Aerius does not independently retrieve statements or financial data from Customer's bank, credit-card issuer, payroll provider, payment processor or other financial service provider. Aerius is entitled to rely on the records supplied by Customer as complete and authentic unless Aerius has actual knowledge to the contrary.
A reconciliation means comparing and organizing the transactions shown on the statements and source records supplied by Customer and reconciling those records within the bookkeeping records. It is not an audit or forensic examination and does not independently verify the legal validity, authorization, business purpose, tax deductibility, underlying goods or services, payroll calculations or commercial reasonableness of a transaction.
Aerius does not guarantee detection of fraud, theft, employee misconduct, duplicate charges, altered records, unauthorized transactions, missing accounts, omitted statements or other irregularities. If Aerius notices an apparent discrepancy, it may bring it to Customer’s attention, but fraud detection is not part of the standard Services.
5. CLIENT-PROVIDED STATEMENTS; NO DIRECT BANK OR PAYROLL ACCESS
Aerius does not connect to, integrate with, log into, control or operate Customer's bank accounts, credit-card accounts, payment processors, payroll software, payroll-provider accounts or other financial accounts as part of the standard Services.
Customer is responsible for providing copies of all statements, reports and supporting records Aerius reasonably requires for the applicable bookkeeping period. This may include bank statements, credit-card statements, payroll summaries or reports, merchant or payment-processor statements and other records relevant to transactions recorded in the books. Aerius does not initiate, authorize, approve, transmit or execute banking, payroll, payment, remittance or other financial transactions for Customer.
Aerius is not responsible for the operation or accuracy of any bank, payroll provider, payment processor or other financial service used by Customer. Unless expressly included in a separate written engagement, Aerius does not recalculate payroll, validate payroll deductions, confirm that payments were properly authorized, or independently verify information appearing on statements or reports supplied by Customer. Customer remains responsible for reviewing and authorizing all payments, payroll, tax remittances and transfers.
6. AUTOMATION AND ARTIFICIAL INTELLIGENCE
Aerius may use rules-based automation, algorithms, artificial intelligence, machine learning or similar technology to assist with supplier identification, transaction categorization, bookkeeping logic, reconciliation, exception identification, reporting and other aspects of the Services.
Automated systems may produce incorrect, incomplete or unexpected outputs. The level of human review depends on the selected subscription plan. Automation does not replace Customer’s obligation to review its records and raise questions or corrections promptly.
Aerius may rely on client-specific rules, Customer instructions, prior categorizations and other bookkeeping logic when processing transactions. Customer is responsible for promptly notifying Aerius when its business activities, accounts, tax treatment, ownership, payroll arrangements or other relevant facts change.
Aerius does not guarantee that automation will identify every error, duplicate, omission, suspicious transaction or irregularity.
7. CUSTOMER RESPONSIBILITIES
Customer must provide complete, accurate, legible and timely statements and source records reasonably required for Aerius to perform the Services.
- a.Provide every page of each statement and all requested source records for every account included in the subscription, including opening and closing balances and any continuation, adjustment or zero-activity pages where applicable.
- b.Identify every business bank account, credit card and other account that Customer expects Aerius to reconcile and provide the corresponding statements for each bookkeeping period.
- c.Provide accurate explanations for transactions that Aerius cannot reasonably identify from the source records.
- d.Retain original source documents, receipts, invoices, statements, supporting records and copies of reports for the periods required by the Canada Revenue Agency ("CRA") and any applicable provincial tax or regulatory authority, including records that may be required in connection with a review, audit, reassessment or other government examination, and otherwise maintain all records required for tax, corporate, employment, regulatory and other legal purposes.
- e.Review bookkeeping reports, reconciliations and unresolved-item requests made available by Aerius.
- f.File and pay all taxes, payroll remittances, government filings, loan payments and other obligations when due unless Aerius has separately agreed in writing to perform a specific filing or payment-related service.
- g.Maintain appropriate internal controls, approvals, segregation of duties and fraud-prevention processes within Customer’s business.
- h.Protect its devices, email accounts, login credentials and portal access and promptly notify Aerius of suspected unauthorized access.
- i.Ensure its Authorized Users comply with these Terms.
Customer’s failure to provide requested records or responses does not suspend billing, extend the subscription term or create a right to a refund or credit.
8. UNRESOLVED OR INCOMPLETE TRANSACTIONS
Where Aerius cannot reasonably categorize a transaction from the records supplied, Aerius may request clarification, place the item in a review or suspense category, or apply a reasonable provisional classification based on the information available and the applicable bookkeeping rules.
If Customer does not respond to a request for clarification, Aerius may complete the period using unresolved or provisional classifications. Aerius is not responsible for consequences caused by missing, inaccurate or delayed Customer information.
9. CUSTOMER REVIEW; CORRECTIONS
Customer must reasonably review reports and bookkeeping records provided through the Services and notify Aerius promptly of any apparent error or omission.
Customer should request corrections within thirty (30) days after the applicable report or period becomes available. Requests made after that period may be treated as additional work and may be subject to additional fees or a plan upgrade.
Customer must not rely on bookkeeping reports for a tax filing, financing application, purchase or sale transaction, shareholder distribution, material investment or other significant decision without obtaining the level of professional review appropriate to that decision.
10. TURNAROUND TIMES AND CUSTOMER DEPENDENCIES
Monthly bookkeeping and reporting periods are based on calendar months.
Where the statement period for any bank account, credit card or other account included in the subscription does not end on the last day of the calendar month, Aerius cannot complete that month’s bookkeeping and reporting until Customer provides the subsequent statement or report containing the transactions necessary to cover the remaining days of that calendar month.
A monthly report will not be considered late, incomplete or delayed by Aerius solely because Aerius is waiting for a statement or other record that has not yet been issued by the applicable provider or has not yet been provided by Customer.
Any stated turnaround period begins only after Aerius has received all statements, source records, explanations, portal submissions and other information reasonably required to complete the applicable calendar month, including any subsequent statement required to cover the remaining days of that month.
Unless expressly described as a binding service level in a separately signed agreement, turnaround periods are service targets rather than guarantees. Delays caused by statement cycles or issuance dates, incomplete records, Customer questions, corrections, unusual transactions, system issues, high-volume periods or events outside Aerius’s reasonable control do not create a refund or credit right.
11. ACCOUNT ACCESS AND SECURITY
Customer is responsible for all activity through its account and Authorized Users. Customer must use reasonable security practices, including strong passwords and multi-factor authentication where available, restrict access to authorized personnel, revoke access when no longer required and promptly notify Aerius Bookkeeping of suspected compromise.
Where Customer’s subscription permits multiple users or clinic locations, the Umbrella Owner / Account Owner is solely responsible for inviting and removing users and assigning or changing user roles, clinic access and permissions. By granting a user access, Customer confirms that the user is authorized to access the information available through that role. Clinic Managers are limited to their assigned clinic or clinics and do not have access to subscription billing, invoices or payment information and cannot manage other users.
Aerius Bookkeeping will not make routine user, role, clinic-assignment or permission changes on Customer’s behalf. Requests for such changes submitted by email, telephone or support message will not be processed and must instead be completed by the Umbrella Owner / Account Owner through the portal. Aerius Bookkeeping may rely on the permissions established by the Umbrella Owner / Account Owner and, to the maximum extent permitted by law, is not responsible for access resulting from permissions granted or not timely revoked by Customer.
Aerius Bookkeeping may suspend access where it reasonably believes an account has been compromised or presents a security, legal or operational risk. To the maximum extent permitted by law, Aerius Bookkeeping is not responsible for losses caused by Customer’s failure to secure its devices, email accounts, credentials or Authorized Users.
12. FEES, TAXES AND PAYMENT
Customer agrees to pay the subscription fees and other charges disclosed at checkout or otherwise expressly authorized in writing. Unless stated otherwise, fees are in Canadian dollars and applicable GST/HST, PST and other taxes are additional.
Subscription fees are payable in advance and are not contingent on Customer’s volume of use. Failure to use the Services does not suspend billing.
Customer authorizes Aerius and its payment processor to charge the payment method on file for recurring subscription fees, authorized upgrades, applicable taxes and other charges expressly approved by Customer.
If a payment fails, Aerius's payment processor will retry the charge for up to seven (7) days and Aerius will notify Customer by email. Customer keeps access during that period, but Aerius may hold delivery of new reports until payment is received. If the amount remains unpaid after seven (7) days, Aerius may pause Customer's access to the portal and the Services until all amounts due are paid. Paused access is restored once payment is received. Billing is not suspended while access is paused. An improper or fraudulent chargeback of a valid charge is a material breach of these Terms.
13. AUTOMATIC RENEWAL
Unless cancelled in accordance with these Terms, Monthly and Founders Rate subscriptions renew each month. After its twelve-month commitment, a Founders Rate subscription renews monthly at the then-current Monthly rate. Before a Yearly term ends, Aerius will email Customer renewal notices sixty (60), thirty (30) and ten (10) days before the end date, stating the end date, the renewal options and prices, and what happens if no choice is made. A Yearly subscription renews for another year only if Customer chooses to renew; otherwise it continues month-to-month at the then-current Monthly rate. Customer authorizes Aerius or its payment processor to charge the applicable subscription fee and taxes at each renewal. Cancellation is governed by Section 15.
14. NO REFUNDS
EXCEPT WHERE APPLICABLE LAW DOES NOT PERMIT THIS RESULT, ALL SUBSCRIPTION FEES AND OTHER CHARGES ARE NON-REFUNDABLE AND NON-CREDITABLE ONCE CHARGED.
Without limiting the foregoing, no refund, prorated refund, credit or subscription extension is owed because of unused time, Customer cancellation, failure to use the Services, delayed or incomplete Customer records, Customer failure to respond, plan downgrades, a renewal that occurred before cancellation, temporary portal downtime, maintenance, service interruption, a security incident, third-party infrastructure failure, or suspension arising from Customer’s breach.
Aerius may provide a goodwill credit or accommodation in its sole discretion. Doing so does not create an obligation to provide a similar credit in the future and does not constitute an admission of breach or liability.
Nothing in this Section limits a refund or remedy that cannot lawfully be excluded.
15. CANCELLATION
Customer may give notice of cancellation at any time through the portal or by email to the support address. Cancellation requires at least thirty (30) days’ notice and takes effect at the later of (a) the end of the minimum commitment and (b) the end of the billing period in which the thirty-day notice period ends. Customer remains responsible for all fees through the effective date. A Yearly subscription cancelled before its renewal date ends at the close of the paid year with no further charge; the current year is not refunded.
Customer remains responsible for all charges incurred before cancellation becomes effective. Customer should download any records it wishes to retain before access ends.
16. SUSPENSION AND TERMINATION
Aerius may immediately suspend or restrict the Services where reasonably necessary because of non-payment, suspected fraud, a compromised account, unlawful activity, misuse, a material breach of these Terms, a privacy or security risk, abusive conduct, or a legal or regulatory requirement.
Aerius may terminate for material breach if the breach is not cured within a reasonable period after notice where a cure is reasonably possible. Serious security, fraud, unlawful-use or confidentiality breaches may result in immediate termination.
If Aerius chooses to discontinue a Customer relationship for convenience rather than cause, Aerius will ordinarily make that termination effective at the end of the then-current paid subscription period so that no mid-period refund is required. Aerius may elect not to renew any subscription.
Termination or suspension for Customer breach does not create a refund or credit right.
17. PLAN LIMITS, UPGRADES AND SERVICE CHANGES
Customer must remain within the account, entity, transaction, service-time or other limits stated for its plan. If Customer exceeds those limits, Aerius may request an upgrade, pause work that exceeds the limits, or offer additional work for an additional disclosed fee.
Aerius will not charge an undisclosed upgrade or additional service fee without Customer authorization. Upgrades take effect immediately. On upgrade, Customer is charged the full difference between the current and new plan price for the current billing period, and the new price applies from the next billing date. For a Yearly subscription, Customer is charged the full monthly difference for each remaining month of the paid year, including the current month. The minimum commitment does not restart. Downgrades are available only after the minimum commitment ends, require thirty (30) days’ notice, and take effect at the start of the next billing period. Customer must reduce its accounts to the new plan’s limit before a downgrade takes effect.
Past months: Customer may purchase bookkeeping for months before its subscription start date at the Monthly rate per month. Past-month purchases are non-refundable, and the plan’s turnaround target applies once all records for those months have been received.
Aerius may change subscription pricing on advance notice. A price change will apply no earlier than Customer’s next renewal unless Customer expressly agrees otherwise.
18. CUSTOMER DATA
As between Aerius and Customer, Customer retains its rights in records, documents and other information submitted by or on behalf of Customer (“Customer Data”).
Customer grants Aerius a non-exclusive right to receive, access, host, copy, transmit, organize, classify, analyze and otherwise process Customer Data only as reasonably necessary to provide, secure, support and improve the Services, comply with Customer’s lawful instructions, enforce these Terms and comply with applicable law.
Customer represents that it has all rights, notices, permissions, consents and lawful authority required to provide Customer Data to Aerius and to authorize the processing contemplated by these Terms.
19. SENSITIVE INFORMATION AND PERSONAL HEALTH INFORMATION
Customer must not provide information that is not reasonably required for bookkeeping. In particular, Customer should not upload patient charts, clinical notes, diagnostic information, medical images, detailed treatment records, Social Insurance Numbers, passwords, full payment-card security codes, online banking credentials or other highly sensitive information that is unnecessary for the Services.
The standard Services are not intended to operate as an electronic medical record, patient charting system, clinical practice-management system or payment-card vault.
If incidental personal or patient-identifying information appears in a statement or other record reasonably required for bookkeeping, Aerius will handle that information in accordance with its Privacy & Data Policy and applicable law. Customer should redact unnecessary sensitive information before submission where reasonably practicable.
If Customer believes that the Services will require routine processing of personal health information beyond incidental information contained in ordinary financial records, Customer must contact Aerius before providing that information so that the parties can determine whether additional privacy terms or safeguards are required.
20. PRIVACY AND SECURITY
Each party will comply with privacy and data-protection laws applicable to its activities, including, where applicable, the Personal Information Protection and Electronic Documents Act (Canada), the Personal Information Protection Act (Alberta), the Personal Information Protection Act (British Columbia), Quebec's Act respecting the protection of personal information in the private sector, and other applicable provincial privacy laws. Aerius will maintain administrative, technical and organizational safeguards that are reasonable having regard to the nature and sensitivity of personal information under its control.
Aerius may use third-party hosting, storage, communications, payment-processing, cybersecurity, support and technology providers in delivering the Services. Personal information may be processed in Canada or other jurisdictions as described in the Aerius Privacy & Data Policy and as permitted by applicable law.
No electronic system or method of transmission or storage is completely secure. Aerius does not warrant that unauthorized access, cyberattack, malware, ransomware, credential theft, human error or other security events can never occur.
Customer acknowledges that the occurrence of a security incident does not, by itself, establish negligence, breach of contract or other fault by Aerius.
21. SECURITY INCIDENTS AND DATA BREACHES
If Aerius becomes aware of a security incident involving personal information under its control, Aerius will investigate and take reasonable steps appropriate to the circumstances and will provide notifications to Customer, affected individuals, regulators or other persons where and to the extent required by applicable law. Where Quebec's private-sector privacy law applies, Aerius will comply with confidentiality-incident obligations imposed on Aerius by that law, including applicable mitigation, notification and incident-record requirements.
Aerius may engage legal counsel, cybersecurity professionals, insurers, forensic investigators, law enforcement and other specialists in responding to an incident.
Customer must promptly notify Aerius of suspected unauthorized account access, compromised credentials, malware or any incident involving Customer systems that could affect the Services or Customer Data.
To the maximum extent permitted by law, Aerius is not responsible for a security incident to the extent caused or materially contributed to by Customer, an Authorized User, Customer’s devices or email accounts, Customer’s failure to use reasonable security safeguards, prohibited information supplied by Customer, or circumstances outside Aerius’s reasonable control.
The disclaimers, exclusions and limitations of liability in these Terms apply to privacy and cybersecurity claims to the maximum extent permitted by law. Nothing in these Terms limits Aerius’s statutory reporting, notification, record-keeping or other obligations that cannot lawfully be excluded.
22. THIRD-PARTY INFRASTRUCTURE
Aerius may depend on third-party cloud hosting, document storage, payment processing for Aerius subscription billing, email, communications, cybersecurity and software infrastructure. Those providers support Aerius's own technology and operations only. They do not create any connection between Aerius and Customer's bank accounts, payroll software or other financial systems.
Aerius does not control independent third-party outages, acts or omissions. To the maximum extent permitted by law, Aerius is not responsible for losses caused solely by a third-party provider outside Aerius’s reasonable control, while remaining responsible for obligations that applicable privacy or other law does not permit Aerius to disclaim.
23. DATA RETENTION, EXPORT AND BACKUPS
Aerius may maintain backups and retained copies for business continuity, security, legal and compliance purposes, but the Services are not a substitute for Customer’s own permanent document-storage or statutory record-retention system.
Customer is solely responsible for retaining original source documents, receipts, invoices, statements, supporting records and copies of reports for the periods required by the CRA and any applicable provincial tax or regulatory authority, including records that may be required in connection with a CRA review, audit, reassessment or other government examination.
Customer’s inability to produce documentation requested by the CRA or another tax, regulatory or governmental authority does not create liability for Aerius where the documentation was not provided to Aerius, was outside the scope of the Services, was no longer retained by Aerius in accordance with these Terms or the Aerius Privacy & Data Policy, or was not retained by Customer as required under these Terms. Aerius is not responsible for recreating missing original source documents that Customer was responsible for retaining.
After cancellation or termination, Aerius may retain or delete Customer Data in accordance with the Aerius Privacy & Data Policy, backup cycles and applicable legal obligations. Customer should export records it needs before access ends. Aerius does not guarantee that deleted information can be recovered.
24. CONFIDENTIALITY
Each party may receive confidential or proprietary information belonging to the other. The receiving party will use confidential information only for purposes reasonably related to the Services and will protect it using reasonable care.
Confidential information does not include information that is publicly available without breach, was lawfully known without confidentiality obligations, is lawfully obtained from another source without confidentiality obligations, or is independently developed without use of the other party’s confidential information.
A party may disclose confidential information to its personnel and service providers who need it for the permitted purpose and are subject to appropriate confidentiality obligations, and where disclosure is required by law, court order or regulatory authority.
25. AERIUS INTELLECTUAL PROPERTY
Aerius and its licensors retain all rights in and to the Services and related intellectual property, including software, portal design, workflows, bookkeeping methodologies, transaction-classification logic, supplier identification systems, supplier mappings, accounting rules, chart-of-account structures and taxonomies developed by Aerius, prompts, automation and artificial-intelligence workflows, algorithms, models, templates, reporting formats, documentation, databases, processes, know-how and improvements.
Except for the limited right to use the Services during an active subscription, no intellectual-property right is transferred to Customer. Customer may use reports and bookkeeping records prepared specifically for Customer for its internal business purposes and may provide those reports to its professional advisers, lenders and tax preparers.
Customer may not reverse engineer, scrape, systematically extract, copy, sell, sublicense, disclose or use Aerius’s underlying proprietary logic, mappings, systems or processes to build or assist a competing product or service.
26. DE-IDENTIFIED AND AGGREGATED INFORMATION
To the extent permitted by applicable law, Aerius may create and use statistical, de-identified or aggregated information derived from use of the Services where that information does not identify and cannot reasonably be associated with Customer or an identifiable individual. Such information may be used to operate, secure, analyze, improve and develop the Services. Aerius will not attempt to re-identify information that is required by law or contract to remain de-identified.
27. ACCEPTABLE USE
Customer must not use the Services unlawfully or fraudulently; attempt to access another customer’s information; interfere with platform security; introduce malware; circumvent usage limits; reverse engineer the Services; scrape proprietary data; resell or sublicense access without authorization; share an account with unrelated businesses where the plan does not permit it; or use the Services in a manner reasonably likely to damage Aerius, its systems or other customers.
28. PORTAL DOWNTIME, SERVICE INTERRUPTIONS AND AVAILABILITY
The Aerius portal and related technology may occasionally be unavailable, delayed, interrupted or impaired because of maintenance, updates, technical failures, internet or telecommunications outages, cloud-hosting failures, cybersecurity events, power outages, force majeure or other circumstances.
Aerius will use commercially reasonable efforts to operate the Services but does not provide any guaranteed uptime, restoration time or service-availability percentage unless expressly agreed in a separately signed service-level agreement.
A temporary interruption, degradation, delay or unavailability does not constitute a failure to provide the subscription; does not suspend Customer’s payment obligations; and does not create a right to a refund, prorated refund, credit, reimbursement or subscription extension.
Where reasonably practicable, Aerius may use an alternative secure method to receive Customer-provided statements and records or continue bookkeeping during a portal interruption. Customer acknowledges that the subscription consists of bookkeeping services as well as portal access and that temporary portal unavailability does not mean the entire subscription has not been provided.
Aerius may voluntarily provide a credit, extension or accommodation in exceptional circumstances. Any such accommodation is discretionary, is not an admission of liability and does not establish a precedent.
29. NO GUARANTEE OF OUTCOME; DISCLAIMER OF WARRANTIES
Aerius does not guarantee tax savings, profitability, cash flow, business growth, financing approval, regulatory acceptance, detection of fraud, recovery of missing funds, error-free books, identification of every duplicate or missing transaction, or any particular business or financial result.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. AERIUS DISCLAIMS REPRESENTATIONS, WARRANTIES AND CONDITIONS NOT EXPRESSLY SET OUT IN THESE TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS AND UNINTERRUPTED AVAILABILITY.
Nothing in this Section excludes a warranty or condition that applicable law does not permit the parties to exclude.
30. CORRECTION AND RE-PERFORMANCE AS PRIMARY REMEDY
If Customer identifies a confirmed error in bookkeeping work performed by Aerius and notifies Aerius within a reasonable period, Aerius may investigate and, where reasonably practicable, correct or re-perform the affected bookkeeping work at no additional charge.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CORRECTION OR RE-PERFORMANCE IS CUSTOMER’S SOLE AND EXCLUSIVE CONTRACTUAL REMEDY FOR AN ORDINARY SERVICE ERROR THAT CAN REASONABLY BE CORRECTED OR RE-PERFORMED. THIS REMEDY DOES NOT CREATE A RIGHT TO A REFUND.
31. EXCLUSION OF CERTAIN DAMAGES
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AERIUS AND THE AERIUS PROTECTED PARTIES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE, OR FOR LOSS OF PROFITS, PRODUCTION, BUSINESS, OPPORTUNITY, FINANCING, ANTICIPATED SAVINGS, GOODWILL, REPUTATION, USE OR DATA, BUSINESS INTERRUPTION, COSTS OF SUBSTITUTE SERVICES, COSTS OF RECREATING RECORDS, UNAUTHORIZED TRANSACTIONS, CYBER-RELATED CONSEQUENTIAL LOSSES, OR LOSSES ARISING FROM CUSTOMER’S RELIANCE ON INCOMPLETE OR INACCURATE INFORMATION.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AERIUS WILL NOT BE LIABLE FOR CUSTOMER’S TAXES, GST/HST/PST/QST, PAYROLL OBLIGATIONS, INTEREST, PENALTIES, FINES, REMITTANCES, LATE-FILING CHARGES, GOVERNMENT ASSESSMENTS OR SIMILAR AMOUNTS, ALL OF WHICH REMAIN CUSTOMER’S RESPONSIBILITY UNLESS A SEPARATE WRITTEN ENGAGEMENT EXPRESSLY STATES OTHERWISE.
These exclusions apply regardless of the legal theory asserted, including contract, tort, negligence, negligent misrepresentation, breach of statutory duty or otherwise, and even if Aerius was advised that such loss could occur, subject always to liability that applicable law does not permit the parties to exclude.
32. AGGREGATE LIMITATION OF LIABILITY
The no-refund policy and this liability cap are separate. The liability cap does not create a refund right. It applies only if Aerius is found legally liable for a monetary claim that is not otherwise excluded or resolved through correction or re-performance.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE MONETARY LIABILITY OF AERIUS AND THE AERIUS PROTECTED PARTIES ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS OR THE RELATIONSHIP WITH CUSTOMER WILL NOT EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO AERIUS FOR THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM. IF CUSTOMER HAS SUBSCRIBED FOR FEWER THAN THREE MONTHS, THE CAP IS LIMITED TO THE FEES ACTUALLY PAID BEFORE THAT EVENT.
The cap applies collectively to all claims arising from the same or related facts and is not multiplied by the number of claims, claimants, legal theories or affected records. It applies, to the maximum extent permitted by law, to claims involving bookkeeping errors, omissions, automation or artificial-intelligence output, portal outages, loss or corruption of data, confidentiality, privacy incidents, cybersecurity incidents and other acts or omissions relating to the Services.
Customer acknowledges that Aerius’s pricing reflects this allocation of risk and that the limitations in these Terms are a material basis on which Aerius offers the Services at the subscription price.
Nothing in these Terms excludes or limits liability to the extent applicable law expressly prohibits that exclusion or limitation. Without limiting the foregoing, where Quebec law applies, no exclusion, release or limitation in these Terms applies to the extent the Civil Code of Quebec prohibits limiting or excluding liability, including for material injury caused through intentional or gross fault or for bodily or moral injury.
33. NO PERSONAL RECOURSE
To the maximum extent permitted by law, Customer agrees that any claim arising out of or relating to the Services or these Terms will be asserted only against the legal entity that operates Aerius and not personally against any of Aerius’s current or former shareholders, partners, founders, directors, officers, employees, contractors, agents or representatives (collectively, the “Aerius Protected Parties”).
Customer releases the Aerius Protected Parties from personal liability for claims relating to the Services to the maximum extent permitted by law. This Section does not limit liability that applicable law does not permit to be released or limited.
34. CUSTOMER INDEMNITY
To the maximum extent permitted by law, Customer will indemnify, defend and hold harmless Aerius and the Aerius Protected Parties from third-party claims, damages, penalties, costs and reasonable legal fees arising from Customer Data, Customer’s lack of authority or lawful basis to provide information, Customer’s breach of privacy or other applicable law, Customer’s violation of these Terms, Customer’s unlawful or fraudulent use of the Services, Customer’s violation of third-party rights, activity by Customer’s Authorized Users, or instructions provided by Customer that Aerius reasonably followed.
This indemnity does not apply to the extent a final decision determines that the third-party claim resulted solely from conduct for which Aerius cannot lawfully exclude responsibility.
35. DUTY TO MITIGATE
Each party must take reasonable steps to reduce losses arising from an incident or claim. Aerius is not responsible for losses that Customer could reasonably have avoided or reduced by timely reviewing its records, correcting known information, changing compromised credentials, following reasonable security instructions or otherwise acting reasonably after becoming aware of the issue.
36. FORCE MAJEURE
Aerius is not liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, government action, labour disruption, power failure, internet or telecommunications outage, cloud-provider outage, widespread cyberattack or failure of critical infrastructure. This Section does not excuse Customer’s obligation to pay charges already due.
37. TIME LIMIT FOR CLAIMS
To the maximum extent permitted by applicable law, any claim by Customer arising out of or relating to the Services or these Terms must be commenced within one (1) year after the claim was discovered or reasonably ought to have been discovered. This contractual period does not apply where applicable law does not permit the parties to alter the statutory limitation or prescription period. In particular, it does not shorten any prescription period governed by the Civil Code of Quebec; the applicable statutory prescription period will apply in that case.
38. DISPUTE RESOLUTION; GOVERNING LAW AND VENUE
Before starting a formal proceeding, the parties will first attempt in good faith to resolve the dispute through written notice describing the issue and the requested resolution.
Except where mandatory law requires otherwise, these Terms and all disputes arising from them are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law principles.
Subject to the jurisdiction of the Small Claims Court where applicable and to rights that cannot lawfully be waived, the parties irrevocably attorn to the exclusive jurisdiction of the courts located in Ontario for disputes arising out of or relating to these Terms or the Services.
Nothing prevents Aerius from seeking urgent injunctive or equitable relief to protect confidential information, intellectual property, security or unauthorized access, or from pursuing undisputed unpaid amounts through lawful collection procedures.
39. ELECTRONIC CONTRACTING AND COMMUNICATIONS
Customer agrees that electronic acceptance has the same legal effect as a handwritten signature to the extent permitted by law. Aerius may retain records of checkout, account creation, timestamps, subscription selection, IP information and electronic acceptance as evidence of the agreement.
Transactional, security, billing, support and legal notices may be delivered electronically to the email address associated with Customer’s account. Customer is responsible for keeping that address current.
Consent to marketing communications is separate from acceptance of these Terms and will be handled in accordance with applicable anti-spam and electronic-marketing laws.
40. CHANGES TO THESE TERMS
Aerius may update these Terms to reflect legal, regulatory, security, technology or operational changes. Changes that materially increase Customer’s financial obligations or materially reduce Aerius’s core contractual obligations will ordinarily take effect at the next renewal after reasonable notice, unless an earlier change is required by law, security or regulatory necessity.
Customer may cancel before the renewal at which a material change takes effect. Continued use after the effective date of an applicable change constitutes acceptance to the extent permitted by law.
41. ASSIGNMENT
Customer may not assign or transfer these Terms or its subscription without Aerius’s prior written consent. Aerius may assign these Terms as part of a corporate reorganization, financing, merger, sale of business or assets, or transfer to an affiliate or successor, subject to applicable law.
43. WAIVER AND SEVERABILITY
Failure to enforce a provision does not waive that provision. A waiver is effective only if expressly made by the party granting it.
If any provision is determined to be unlawful or unenforceable, it will be interpreted, modified or severed only to the minimum extent necessary, and the remaining provisions will continue in effect.
44. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE
These Terms, the subscription plan and pricing presented at checkout, the Aerius Privacy & Data Policy and any additional written terms expressly incorporated into the subscription constitute the entire agreement concerning the standard Services.
At or before checkout, Aerius will make these Terms and the Aerius Privacy & Data Policy reasonably available for review. Where Quebec law applies to a contract of adhesion, any external clause that Aerius intends to bind Customer will be brought to Customer's attention before contract formation as required by applicable law.
If Customer and Aerius sign a separate written agreement that expressly states it overrides these Terms, the signed agreement controls to the extent of the inconsistency. Otherwise, these Terms control over inconsistent informal communications, marketing descriptions or oral statements.
Customer acknowledges that it has had an opportunity to review these Terms and obtain independent legal or professional advice before acceptance.
45. SURVIVAL
Provisions concerning amounts owing, Customer Data, confidentiality, intellectual property, privacy and security, disclaimers, correction and re-performance, exclusions and limitations of liability, no personal recourse, indemnification, dispute resolution, governing law and any other provisions that by their nature should survive will continue after cancellation or termination.
46. CONTACT INFORMATION
Legal notices regarding these Terms may be sent to:
Aerius Bookkeeping, an Ontario general partnership (Ontario Business Identification Number 1001768503)
Customer notices may be sent to the email address associated with Customer’s account.