Terms of Service

Online Accounting Services Agreement

Canadian business clients · Version 2026-10-02

This Agreement governs the Canadian business accounting package purchased from BMD Legacy Inc. It includes the terms below, Schedules A to C and the Order Summary made available before checkout. Read and save these documents before accepting. The individual completing checkout must have authority to bind the business identified in the order.

Key commercial terms: a 12-month initial service term, billed monthly; automatic renewal for further 12-month terms; 60 days’ notice to prevent renewal; and an early-exit option subject to the limited charge in section 2.4. A 5% administration fee applies to professional fees, with applicable taxes additional. Monthly billing does not convert the Agreement into a month-to-month engagement.

Parties and contact details

The service provider is BMD Legacy Inc. (the "Firm", "BMD Legacy", "we" or "us"). The client is the business or sole proprietor whose legal name and business address are entered in the Order Summary (the "Client" or "you"). A person accepting for an incorporated business acts as its representative and does not give a personal guarantee merely by accepting this Agreement. A sole proprietor contracts personally in their business capacity.

Firm notices and privacy enquiries: info@bmdlegacy.com. Canadian telephone: +1 548 900 0061. Website: https://bmdlegacy.com. Registered office address: 350 Bay Street, Suite 1300b, Toronto, Ontario M5H 2S6, Canada. CRA Business Number: 751669771. Client notices go to the email supplied at checkout, as updated by written notice.

These terms are intended for services purchased for business purposes. They do not govern international or personal-use packages. Applicable mandatory rights remain effective regardless of a party’s description of the transaction.

1. Purpose and formation of the Agreement

1.1 The Firm will provide the selected services and included volumes recorded in the Order Summary and Schedule A (the "Engagement"). The Order Summary consists of the selected Canadian package, its scope shown or expressly linked before payment, the price and payment schedule, the Client’s details and any expressly agreed variations. A later change to a public pricing page does not change an existing order.

1.2 The Client accepts by actively selecting the required agreement checkbox and submitting the completed online order. The Agreement takes effect when that order is accepted by the Firm’s checkout system and the initial payment or payment authorization is successfully recorded (the "Effective Date"). A payment receipt alone, without acceptance of the linked Agreement, is not the agreed acceptance process. The Client confirms authority to contract and consents to electronic records and communications.

1.3 The Firm will send the Client a retainable copy of the accepted Agreement and Order Summary promptly after checkout. A later PandaDoc signature may confirm the same Engagement but is not a condition to an Agreement already accepted under section 1.2. Any later amendment must identify the change and be expressly accepted by both parties. It does not restart the term unless expressly agreed.

2. Term renewal and termination

2.1 The initial service term is 12 months from the recurring service start date recorded in the Order Summary (the "Service Start Date"). Unless another date is expressly agreed, this is the date of the first successful package payment. Ordinary setup is part of the first service month. Section 3.7 governs any agreed postponement for preparatory work. Monthly billing dates and the term end date will be confirmed in writing.

2.2 The Agreement renews automatically for successive 12-month service terms unless either party gives written notice of non-renewal at least 60 calendar days before the current term ends. A timely non-renewal takes effect at that term end without an early termination charge. The Firm will send a reminder at least 90 calendar days before renewal, stating the renewal date, fees, notice deadline and cancellation method.

2.3 If the Firm fails to send the renewal reminder on time, the Client may prevent renewal or cancel the renewed term without an early termination charge by giving notice within 30 calendar days after receiving the first invoice or confirmation clearly identifying that renewal. Services actually supplied remain payable and unused prepaid fees will be credited or refunded. Statutory rights that are more favourable remain unaffected.

2.4 The Client may end the Agreement before the current term ends by written notice. Termination takes effect when the notice is received unless an earlier or later date within that term is agreed. The Firm may invoice only its reasonable, documented net loss caused by the early termination, after deducting costs saved, recoveries and losses reasonably avoided by reallocating capacity. This amount must not exceed the lesser of (a) three times the then-current base monthly package fee and (b) the base package fees for the unexpired part of the current term, prorated for a partial month. No administration fee applies to this charge. The Firm must provide its calculation and may not recover the same loss twice. This is a cap on recovery, not an automatic three-month penalty or an entitlement to every remaining instalment.

2.5 No charge under section 2.4 applies to termination because of the Firm’s uncured material breach, an unsuitable Engagement under section 3.7, a qualifying fee or service change under sections 4 or 9, a missed renewal reminder under section 2.3, or a non-waivable statutory cancellation right. The Firm cannot charge for services it elects not to provide after its own convenience termination.

2.6 Either party may terminate for a material breach that remains unremedied 30 calendar days after written notice describing the breach. Either party may terminate on insolvency only to the extent permitted by applicable insolvency law. The Firm may suspend unlawful instructions or access presenting a serious security risk immediately, give reasons where lawful and resume once the issue is resolved. If lawful performance becomes impossible, it may terminate with an appropriate refund for unprovided services.

2.7 The Firm may terminate for convenience on 30 calendar days’ written notice, cooperate in a reasonable handover and refund unused prepaid service fees. The Client pays for services delivered and separately authorized costs incurred up to termination. Any early termination claim following Client breach remains subject to section 2.4’s loss calculation and cap.

2.8 Send cancellation or non-renewal notices to info@bmdlegacy.com, identifying the Client and package. The Firm will acknowledge within two business days; its acknowledgment is not required for a valid notice. Cancellation through a customer portal offered by the Firm will also be treated as written notice. Revoking a payment mandate alone stops that payment authority and does not erase properly accrued contractual obligations. Conversely, payment-processing settings do not override a valid service cancellation.

3. Fees billing and payment

3.1 The base monthly fee is the Canadian-dollar amount displayed for the selected package before acceptance and recorded in the Order Summary. It applies to the included scope and volumes. Fees are billed monthly in advance on the confirmed billing date. The first payment covers the first service month; it is not a separate setup fee.

3.2 An administration fee of 5% applies to base monthly fees and separately authorized professional work. It is shown separately from the base fee. The total mandatory price before tax must be disclosed before purchase. The administration fee is not a card surcharge and does not apply to taxes, reimbursed third-party expenses, interest, collection costs or the early termination charge. Applicable taxes are charged only as required by law.

3.3 The Client authorizes recurring collection through Stripe in accordance with Schedule B and any payment-method mandate separately accepted. A successful checkout does not authorize new services, unagreed price increases or arbitrary debits. Additional work requires prior agreement to its scope and rate or price. No separate payment-processing surcharge applies under these online terms.

3.4 Undisputed invoiced amounts bear interest at the expressly agreed rate of five per cent (5%) per annum, calculated as simple interest on the outstanding principal from the 31st calendar day after the stated due date until payment, subject to any lower mandatory legal limit. The calculation is outstanding principal multiplied by 0.05 multiplied by the actual number of interest-bearing days divided by 365. Principal is reduced when a payment is applied to it. Interest is not compounded and no administration fee is added to interest. This is an agreed late-payment rate, not a representation that every overdue Ontario invoice automatically attracts interest.

3.4.1 If court proceedings are brought, entitlement to prejudgment and postjudgment interest is determined under applicable law, including sections 127 to 130 of Ontario’s Courts of Justice Act, and any court order. No contractual and statutory interest may be recovered twice on the same amount for the same period. Reasonable, documented collection costs are recoverable only to the extent permitted by law or awarded by a court, without double recovery.

3.5 The Client should report an invoice concern within 15 calendar days of receipt. Failure to do so does not waive a genuine error, fraud claim or statutory right. The parties will investigate promptly. The disputed portion will not be automatically collected while a good-faith dispute is being reviewed; undisputed amounts remain payable. The Client may also exercise applicable bank or payment-network rights.

3.6 Additional professional work is billed only under a prior written authorization identifying its scope, price or applicable rate and billing timing. Hourly work may be invoiced twice monthly. Expenses require prior authorization unless specifically included in the Order Summary. Estimates are not fixed prices unless expressly described as such; material expected overruns require further approval before being incurred.

3.7 Historical cleanup, catch-up, migration and complex opening balances are separate from ordinary package setup. The Firm will review package suitability promptly after purchase. If previously undisclosed preparatory work is essential, the Client may approve a separate quote or cancel before recurring work starts and receive a refund of unused package payments without an early termination charge. No such extra work will be charged without approval. If preparation is approved, any later Service Start Date must be agreed in writing, recurring package billing must be deferred or paused accordingly, and the first package payment remains a credit for the first service month.

3.8 Before suspending ordinary services for non-payment, the Firm will give at least 15 calendar days’ written notice of the unpaid undisputed amount, the proposed suspension date and known affected deadlines. The parties will agree the steps needed to resume. The Firm remains responsible for its own breaches and must take reasonable steps to reduce avoidable harm. Suspension does not accelerate all future monthly fees; charges for a period in which services are unavailable must reflect services actually provided and any lawful loss recovery under section 2.4.

3.9 Refunds and credits will account for services actually supplied, properly authorized expenses and any substantiated early termination charge, with no double recovery. The Firm will issue an itemized settlement and initiate any refund due within 10 business days after the amount is established, or sooner if law requires. Payment-provider settlement time may be additional. No blanket no-refund policy applies.

4. Fee and scope adjustments

4.1 The base monthly fee and included volumes remain fixed for the current term unless the Client expressly accepts a change. Higher volumes or complexity may require a new quote or package. Silence is not agreement. The Firm will identify affected work and seek approval before charging additional fees.

4.2 The base package fee may increase by 5% at each annual renewal only if the revised price is disclosed in the renewal reminder at least 90 calendar days before renewal. This possible annual increase is separate from the ongoing 5% administration fee. Without timely notice, the existing base fee continues for that renewal term unless the Client expressly agrees otherwise. A larger increase requires express written acceptance.

4.3 If the existing scope cannot reasonably continue within the agreed limits and the parties cannot agree a change, either party may end the Engagement on 30 calendar days’ written notice without an early termination charge. The existing price applies to the existing scope during that notice period. Changes in legally applicable tax are reflected as required by law and disclosed on the invoice.

5. Client responsibilities

5.1 The Client will supply complete, accurate records, timely access and required approvals, identify relevant tax registrations and deadlines, and promptly explain unusual transactions. The parties will confirm a practical records-delivery timetable. The Client remains responsible for business decisions, source-record accuracy, legal record retention and paying its taxes, wages and other liabilities.

5.2 The Client will review reports and draft filings promptly and normally within 15 calendar days, or by a specifically agreed earlier filing deadline. Silence does not authorize a tax return, certification, bank transfer or payment requiring specific approval. The Firm may rely reasonably on Client information without independently verifying every transaction, but will raise material inconsistencies identified in performing the agreed work.

5.3 The Firm is not responsible for delay, penalties or loss to the extent caused by missing or inaccurate Client information or delayed authorization that the Firm could not reasonably overcome. This allocation does not excuse the Firm’s own negligence or failure to flag a known issue in time. The Client must have lawful authority to provide personal and business information and arrange any required notices or consents.

6. Firm responsibilities and personnel

6.1 The Firm will exercise reasonable professional skill, care and diligence, protect confidential information and perform only services it is legally permitted and appropriately qualified to perform. Work is normally remote; meetings and delivery dates are agreed according to the selected package and receipt of complete information. The Firm does not guarantee tax outcomes, financing, profit or acceptance of a filing by an authority.

6.2 The Firm may use supervised employees, affiliated service providers and independent contractors, including personnel in Lebanon and other countries disclosed before their access. They must be bound by appropriate confidentiality and security obligations. The Firm remains responsible for its contractual obligations and the work delegated. Overseas processing is governed by section 7; accepting these terms is not a waiver of privacy rights.

7. Confidentiality and personal information

7.1 Each party will use the other’s confidential information only to perform or administer the Engagement or meet legal obligations, and disclose it only to people who need it for those purposes and are subject to suitable safeguards. Information lawfully public, independently developed or properly obtained without confidentiality restrictions is excluded. Required disclosures may be made to courts, authorities or professional advisers, with advance notice where lawful and practicable.

7.2 The Firm will comply with applicable privacy laws, including PIPEDA where applicable, and use reasonable safeguards appropriate to financial and personal information. It remains accountable for information under its control when processed by service providers. It will limit access, use appropriate contracts and assess processing risks. No contractual consent replaces a legally required assessment, safeguard or individual right.

7.3 Information may be accessed or processed in Lebanon by the Firm’s delivery team and in other disclosed locations by necessary technology providers. While outside Canada, it may be accessible to foreign courts, law-enforcement or national-security authorities under local law. The Firm will provide information about relevant processing locations and providers on request and give notice before a material change. Any legally required additional consent will be obtained before that change.

7.4 The Firm will assess and document privacy incidents, notify the Client without undue delay when its information is materially affected, and make legally required reports and individual notifications. Information will be retained only as reasonably needed for the Engagement, legal retention duties or legitimate claim management, then securely deleted or anonymized where practicable. The Client may send access, correction or privacy enquiries to the contact above. These terms prevail over a conflicting general website privacy statement to the extent necessary to preserve the protections agreed here; mandatory law always prevails.

8. Liability and reliance

8.1 Subject to section 8.3, the Firm’s aggregate liability arising from the Engagement is limited to the professional fees, including the administration fee, paid or payable for the 12 months immediately preceding the event giving rise to the claim. If the event occurs during the initial 12-month term, the limit is the professional fees payable for that full initial term. Taxes and reimbursed third-party expenses are excluded from the calculation.

8.2 Subject to section 8.3, neither party is liable for indirect or consequential loss or lost business opportunities arising from the Engagement. This does not exclude agreed payment obligations, a proven direct loss within section 2.4, or direct remediation costs otherwise recoverable. Each party must take reasonable steps to mitigate its loss. Deliverables are for the Client’s own business use and the stated purpose; third-party reliance requires the Firm’s prior written agreement.

8.3 No exclusion or cap applies to fraud, wilful misconduct, gross negligence, or liability that cannot lawfully be limited. Nothing excludes mandatory privacy, payment, professional or other statutory obligations or prevents a regulator from exercising its powers. The Firm is not made responsible for an independent platform outage merely by using that platform, but remains responsible for reasonable selection, configuration, supervision and response within its agreed scope.

9. Systems and service changes

9.1 The Firm may make reasonable operational changes to systems, workflows and tools while preserving the agreed service and safeguards. It will normally give at least 30 calendar days’ notice of a material migration, except for urgent security or legal needs, when it will give as much notice as practicable. A material reduction in service, material additional charge or material change in data handling requires any consent mandated by this Agreement or law. If a materially adverse change cannot be resolved, the Client may terminate before it takes effect without an early termination charge.

10. Software client records and handover

10.1 The eligible QuickBooks Online subscription is included only while the relevant package is active, subject to the vendor’s licence terms and the edition and users agreed for the Engagement. Additional software is included only if expressly stated. Vendor intellectual property remains with its owner; the Firm retains its pre-existing templates, methods and working papers. The Client receives the right to use paid deliverables for their intended business purpose.

10.2 Client source records and accounting data remain the Client’s property. The Firm will provide reasonable access and a standard electronic export of available Client records on termination, subject to lawful identity and authority checks. Access to those records will not be used improperly as leverage for a disputed invoice. Professional working papers and proprietary tools are excluded except where law requires disclosure.

10.3 Where the Firm controls a subscription, it will reasonably cooperate with transfer of billing or administration to the Client where the vendor permits. The Firm will provide a 30-calendar-day export or transfer window after termination without an additional Firm licence charge where it can lawfully maintain that access. If the vendor prevents this, the Firm will promptly offer an available export or other reasonable handover method. The Client pays future vendor fees once responsibility transfers.

10.4 Routine handover of existing records is included. Bespoke migration, reconstruction, training or conversion requires a separate approved quote. The Firm will identify known limits on export formats and any urgent upcoming deadlines. Each party must revoke obsolete access after a safe transfer.

11. Targeted solicitation of personnel

11.1 During the Engagement and for 12 months after it ends, the Client will not knowingly make a targeted solicitation to recruit for substantially similar work a Firm employee or contractor who materially worked on the Engagement and with whom the Client had direct dealings in the preceding six months. This restriction does not cover general advertising, an unsolicited approach by the individual, a documented pre-existing relationship, or hiring approved in writing by the Firm.

11.2 This section does not bind the individual or prevent ordinary competition. For a proven breach, the Firm may seek reasonable, proven direct loss and any relief a court considers lawful, subject to mitigation and no double recovery. No predetermined recruitment charge applies.

12. Governing law and disputes

12.1 Ontario law and the federal laws of Canada applicable in Ontario govern this Agreement, subject to mandatory laws that cannot be displaced. General website terms choosing another jurisdiction do not govern this Canadian Engagement. The parties submit to the courts of Ontario, except where mandatory law requires otherwise.

12.2 The parties will first try in good faith to resolve a dispute through their designated contacts. If unresolved after 15 business days, either may propose mediation in Ontario or remotely. Mediation requires mutual agreement and does not prevent a Small Claims Court proceeding, an urgent injunction, a regulatory complaint, a payment dispute or a filing needed to protect a limitation period. No limitation period is suspended without a legally effective agreement.

13. General provisions and notices

13.1 This Agreement, its Schedules and the accepted Order Summary form the entire agreement for the online Engagement. An expressly accepted, engagement-specific amendment prevails to the extent it identifies a variation; the Order Summary controls the selected scope, price and dates; these terms otherwise control the Engagement. A payment-method mandate controls only the authorization, notice and recourse rules for that payment method and cannot enlarge the services purchased. General website terms and marketing do not silently amend this Agreement.

13.2 Notices must be written and may be sent to the email contacts above. A notice is received when successfully delivered, excluding a delivery-failure message. An out-of-office reply does not invalidate delivery. Either party may update its contact by notice. "Business day" means Monday to Friday excluding Ontario statutory holidays; operational deadlines use Ontario local time. Payment-mandate cancellation may also use any method allowed by law or the applicable mandate.

13.3 The Firm will retain a record of the accepted version, order details, acceptance time and available transaction evidence, subject to privacy law. Electronic signatures, checkboxes used with clear assent and electronic counterparts may evidence acceptance. A later website update alone does not amend the accepted version. Changes to substantive terms require express agreement or a renewal process expressly permitted here and by law.

13.4 Neither party may transfer this Agreement to an unrelated party without the other’s written consent, not to be unreasonably withheld, except a lawful business transfer that preserves the Client’s agreed protections and privacy rights with prior notice. Subcontracting under section 6 does not transfer the Firm’s responsibility. Waiving one breach does not waive a later one.

13.5 A party affected by an event reasonably beyond its control must notify the other, mitigate the effect and resume promptly. The event does not excuse payment for services already supplied. Fees for materially unavailable recurring services must be adjusted fairly. If material interruption continues for 30 calendar days, either party may terminate without an early termination charge and receive any appropriate refund.

13.6 An unenforceable provision is severed to the extent legally permitted without creating a new obligation or defeating mandatory rights. Sections concerning accrued fees, confidentiality, records, liability, lawful personnel restrictions, dispute resolution and provisions intended to survive continue after termination. Each party may obtain independent legal advice before accepting.

Schedule A – Scope and selected order

A.1 The selected package is the Canadian package expressly identified before checkout. Its base monthly CAD fee, monthly transaction allowance, number of included bank or card accounts, reporting frequency and any additional inclusions must be disclosed before acceptance and preserved in the Order Summary. The Client purchases only that identified package. An international USD package or an unrelated engagement is not converted into a Canadian Engagement by these terms.

A.1.1 For the Starter Canada package, the included account allowance is one (1) bank account plus one (1) credit-card account, for two (2) accounts in total. Monthly reconciliation covers both included accounts. Any additional account or agreed substitution must be recorded in an expressly accepted scope change before an additional charge applies.

A.2 Standard included services are monthly bookkeeping for one entity, an eligible QuickBooks Online subscription, ordinary QBO setup and chart of accounts, reconciliation of included accounts, monthly profit and loss and balance sheet, and standard GST/HST return preparation and filing at the Client’s assigned frequency where applicable and authorized. Financial reviews, management calls, cash-flow reporting and other enhanced services apply only at the level expressly included in the selected order. A financial review is a management analysis and discussion, not an assurance engagement or an opinion for third-party reliance.

A.3 Each separately processed invoice, bill, payment, receipt or bank/card line counts as one transaction. Matching an imported line to the same already-recorded item does not create a second transaction merely for that match. A transfer between two included accounts counts once. High-volume integrations and complex entries must have a counting method agreed before extra charges. Unused monthly capacity does not carry forward.

A.4 GST/HST coverage is for the agreed entity and current filing periods covered by the Engagement. The Client must supply its registration details, filing frequency, due dates, approvals and CRA representative authorization. Past, amended, unusual or disputed returns, new registrations and additional jurisdictions require a separate quote. Government taxes are paid by the Client directly; the Firm does not hold Client tax funds.

A.5 Unless expressly added in writing, the package excludes corporate and personal income-tax returns, payroll and remittances, incorporation and legal services, historical cleanup, migration, extra entities, complex inventory, specialist cross-border work, tax disputes, assurance services, additional applications and licences. No separate mandatory onboarding fee is imposed by this Agreement. Ordinary package setup is included; separately requested work requires an approved scope and price.

A.6 The following hourly rates apply only to professional work separately approved under section 3.6, unless a different rate is expressly agreed. They do not expand the selected package or authorize work automatically. The 5% administration fee and applicable taxes are additional; no administration amount or total is embedded in these rates.

A.7 At commencement, the Firm and Client will confirm the reporting timetable, records cutoff, applicable tax periods, service start date and system access. Any clarification that changes the purchased scope, price or commitment requires the Client’s express agreement. A confirmation sent after payment cannot introduce an undisclosed material term.

Schedule B – Electronic payments and mandates

B.1 Stripe processes payment information through its secure payment flow. The Client authorizes the agreed first payment and recurring monthly package charges, including the disclosed administration fee and applicable taxes, on the agreed dates while the Agreement continues. Card details and bank credentials should not be entered in this Agreement or sent to the Firm by ordinary email.

B.2 If a card is used, the Client authorizes storage and use of the payment credential by the payment provider for the agreed recurring charges, subject to the authorization presented at checkout and applicable payment rules. The Firm will notify the Client of material changes and obtain any consent required before collecting a changed amount. Reasonable payment retries must comply with the provider’s rules and any valid withdrawal of authority.

B.3 If Canadian bank debit is offered, the Client must separately accept a compliant pre-authorized debit mandate through the provider. That mandate must identify the payee, transaction type, payment schedule, required notifications, cancellation procedure and recourse rights. This service Agreement is not itself a completed bank-debit mandate and does not waive mandatory mandate, confirmation, notice or reimbursement rights. The Firm will follow the applicable Payments Canada rules and the accepted mandate.

B.4 The Client may revoke a payment authorization through the permitted provider, bank or Firm channels, subject to applicable law and the accepted mandate. The Firm must stop using a revoked mandate as required. The parties may arrange an alternative method for amounts properly due. Changing a card, a failed payment or revocation of a mandate does not by itself settle a valid contractual debt; a cancellation of the Engagement must also be processed under section 2.

B.5 The Firm will issue a separate itemized invoice for any early termination claim, disputed adjustment or other amount outside the agreed recurring schedule. Such amounts will not be automatically charged without a separate valid authorization where required. The Client retains applicable chargeback, bank-debit, complaint and statutory rights. Stripe is the payment provider and is not the provider of the accounting services.

Schedule C – Limited authority and access

C.1 The Client authorizes the Firm to access accounting records and systems only to the extent necessary for the selected services and the permissions actually granted by the Client. The Firm may prepare reports and communicate about the Engagement with the Client’s designated contacts. Access should use named, role-based accounts and the minimum required permissions.

C.2 Tax filings, CRA representation, financial-institution access and any certification requiring specific consent must use the applicable official authorization and approval process. Accepting this Agreement does not replace a CRA authorization, bank mandate or required filing approval. It does not authorize borrowing, transfers of money, tax payments, changes in account ownership or execution of documents reserved to the Client.

C.3 The Client may revoke access or representation in writing and must also update the relevant provider or authority. The Firm will stop using revoked permissions promptly and explain any effect on service delivery. Access ends on termination except for a separately authorized handover. Revoking access does not authorize continued billing for unavailable services contrary to sections 2 and 3.

Electronic acceptance: by actively accepting the linked Agreement at checkout and submitting the order, the authorized representative accepts this Agreement and its Schedules for the named Client, including the selected scope, 12-month term, monthly payments, renewal and early-exit provisions. A retainable copy will be supplied with the order confirmation.