SmartSRED

This document governs the use of SmartSRED's software-as-a-service (SaaS) platform and email services, detailing the conditions for access, usage, fees, confidentiality, data privacy, liability, and termination.

Service Offerings

SmartSRED SaaS Platform

SmartSRED provides cloud-based services for managing R&D tax credits and innovation funding compliance.

SmartSRED Email Services

SmartSRED provides email-based notifications, correspondence, and communication services for customers, including automated reminders and account-related updates. Additionally, SmartSRED facilitates information sharing through email related to project tasks, progress tracking, project management updates, funding opportunities, compliance requirements, and other essential business communications. Customers acknowledge that these communications are integral to service delivery and project coordination.

Consulting and Professional Services

Customers may opt for additional advisory services under a separate agreement.

Customer Responsibilities

Customers must use the services in accordance with applicable laws and maintain the accuracy of their data.

Geographic Restrictions

Services are available to businesses in Canada and the United States.

Service Modifications

SmartSRED reserves the right to update, modify, or suspend services as necessary for maintenance, legal compliance, or security concerns.

User Accounts

Account Creation and Access

Each customer is granted an account for authorized use only.

Security Responsibilities

Customers must ensure the security of their credentials and report any unauthorized use.

Usage Limitations

Customers may not resell, modify, reverse engineer, or use the services in an unlawful manner.

Data Ownership and Intellectual Property

Customer Data

Customers retain ownership of their data while granting SmartSRED a license for service enhancement and analysis.

Intellectual Property

SmartSRED retains all rights to proprietary technology, software, and aggregated analytics.

Privacy and Compliance

SmartSRED follows Canadian privacy regulations, including PIPEDA, and details its data policies at info@smartsred.ca.

Email Services and Communication

Use of Email Services

SmartSRED may provide customers with email-based communications, including service updates, billing notifications, compliance reminders, and marketing messages.

Customer Consent

By using SmartSRED's services, customers agree to receive email notifications and account-related messages. SmartSRED complies with Canada's Anti-Spam Legislation (CASL) and requires explicit opt-in consent for promotional emails. Customers can withdraw consent for marketing emails at any time without affecting their access to essential service communications. Customers can opt out of marketing communications but will continue to receive necessary account-related messages.

Security and Privacy

SmartSRED ensures email data protection; however, customers are responsible for safeguarding their email credentials and preventing unauthorized access.

Restrictions on Use

Customers may not use SmartSRED email services to send spam, malicious emails, or unauthorized marketing communications.

Fees and Payment Terms

Pricing Structure

Fees are outlined on the SmartSRED website and are subject to change with a 30-day notice.

Billing and Payments

Payments are due upon invoicing and are non-refundable. Late payments may result in interest charges or service suspension.

Dispute Resolution

Customers must report billing issues within 30 days of the invoice date.

Confidentiality and Data Protection

Confidential Information

Includes proprietary business, financial, and technical data shared between the parties.

Security Measures

Both parties must take reasonable steps to protect confidential data from unauthorized access.

Disclosure Limitations

Confidential data may only be disclosed when required by law or mutual agreement.

Warranty and Disclaimers

No Guarantee of Funding

SmartSRED does not guarantee eligibility or approval for tax credits, grants, or funding applications.

Service Availability

The platform and email services are provided "as is" without guarantees of uninterrupted operation or accuracy.

Indemnification

Customers agree to indemnify SmartSRED against any claims arising from their use of the services or reliance on platform-generated data.

Limitation of Liability

SmartSRED's liability is capped at the total amount paid by the customer within the last 12 months. Indirect damages, lost profits, or consequential damages are not covered.

Disclaimers

Without limiting Section 10:

Data Loss

SmartSRED will have no liability for loss, corruption, or recovery of customer data or records, or for the customer's failure to properly back up any data or records.

Data Accuracy

The customer is responsible for and assumes the risk of any issues arising from the accuracy, completeness, consistency, or reliability of the data and dependencies they provide.

Email Delivery

SmartSRED is not responsible for undelivered email communications due to incorrect addresses, spam filters, or third-party email service issues.

Termination and Renewal

Contract Duration

Agreements automatically renew on an annual basis unless terminated with a 30-day notice.

Termination Conditions

SmartSRED reserves the right to terminate services in cases of legal violations, security threats, or contractual breaches.

Post-Termination Actions

Upon termination, customer access will be revoked, and SmartSRED may delete any stored data.

Governing Law and Compliance

Jurisdiction

This agreement is governed by the laws of Alberta, Canada. Any legal disputes shall be resolved in Alberta courts.

Regulatory Compliance

Customers must comply with all applicable federal and provincial laws.

Force Majeure

SmartSRED is not liable for disruptions caused by uncontrollable events such as natural disasters, cyberattacks, or government actions.

Definitions

• Customer Data: Information provided by customers, excluding aggregated analytics data.
• Professional Services: Additional consulting and advisory services provided separately.
• Intellectual Property: Proprietary software, methodologies, and trademarks owned by SmartSRED.
• Email Services: Email notifications, alerts, and communications provided by SmartSRED to customers.

Professional Services Addendum

Overview of Additional Services

Consulting Support

SmartSRED offers assistance with eligibility reviews, documentation, and submission of R&D tax credit applications.

Customer Responsibilities

Customers must provide complete and accurate financial records to support tax credit claims.

Fee Structure for Consulting Services

Service Fees

Fees are based on a percentage of the approved funding or a fixed rate as outlined in the agreement.

Payment Terms

Payments must be made upon invoice issuance, and fees are non-refundable unless mutually agreed.

Service Modifications and Termination

Adjustments to Services

Customers may request modifications in writing, subject to SmartSRED's approval.

Termination of Consulting Engagements

Either party may end a consulting engagement, but the customer remains liable for work completed up to termination.

Liability and Final Provisions

SmartSRED's liability under professional services engagements is limited to the amount paid for the specific engagement.

By using SmartSRED's services, customers agree to these terms and acknowledge their responsibility for compliance.