Terms of Service

1. Agreement and business authority

These Terms of Service ("Terms") govern access to and use of the SupplyDesk web application, supplier dashboards, buyer portals, APIs, emails, and related services (collectively, the "Service"). SupplyDesk is the trading name used by the operator of the Service ("SupplyDesk", "we", "us", or "our").

By creating an account, accepting an invitation, clicking an acceptance control, or using an authenticated part of the Service, you agree to these Terms. If you use the Service for a company or other organization, you represent that you have authority to bind that organization; "Customer" means that organization. If you do not agree, do not access the Service.

2. Eligibility and accounts

• The Service is for business use. You must be at least 18 and legally able to enter a contract.
• Registration and account information must be accurate, current, and complete.
• Credentials are personal to each authorized user and must not be shared.
• Customer is responsible for its users, roles, permissions, buyers, and activity under its account.
• You must promptly notify us at support@supplydesk.ca of suspected unauthorized access.

3. The Service

SupplyDesk provides industrial suppliers with tools for catalog management, branded buyer portals, online ordering, buyer management, pricing, order administration, and, when enabled, RFQ, quoting, analytics, and third-party integrations. Features, usage limits, and availability vary by plan and configuration.

An order submitted through a buyer portal is a request to the applicable supplier. The supplier—not SupplyDesk—is the seller of record and remains responsible for accepting, pricing, taxing, fulfilling, invoicing, refunding, and supporting that order and for its relationship with each buyer.

4. Customer data and instructions

Customer retains its rights in data submitted to the Service, including catalogs, buyer records, pricing, RFQs, quotes, orders, and files ("Customer Data"). Customer grants us a non-exclusive, worldwide, limited licence to host, copy, transmit, transform, display, and otherwise process Customer Data only as needed to provide, secure, maintain, and support the Service and comply with law.

Customer is responsible for the lawfulness, accuracy, and quality of Customer Data and for providing notices, obtaining permissions, and responding to its buyers where Customer determines why and how their personal information is processed. Customer must not submit data it is not authorized to process.

5. Acceptable use

You must not, and must not help anyone to:

• use the Service unlawfully, fraudulently, deceptively, or to violate another person's rights;
• upload malware or harmful code, send spam, phish, or distribute unlawful or infringing content;
• probe, scan, bypass, disable, or interfere with security, authentication, rate limits, or access controls;
• access another customer's data or account without authorization;
• overload, disrupt, scrape, or use automated means against the Service except through authorized interfaces;
• reverse engineer or attempt to derive source code except where applicable law expressly permits it;
• resell, sublicense, or provide the Service to third parties except through authorized buyer portals; or
• use Stripe, Intuit, email, or other integrations in breach of their terms or applicable law.

6. Subscriptions, trials, taxes, and payment

Paid subscriptions are billed in advance at the price and billing interval shown at checkout, unless an order form states otherwise. Prices are shown in the checkout currency and exclude applicable taxes unless expressly stated. Customer is responsible for applicable sales, use, GST, HST, VAT, and similar taxes other than taxes based on our net income. Stripe processes subscription payments; we do not store full payment-card numbers.

Subscriptions renew automatically until cancelled. Cancellation takes effect as indicated in the billing interface or Stripe customer portal. Fees are non-refundable and non-creditable except where required by law or expressly agreed in writing. We may change fees prospectively by giving reasonable notice before the change applies to a future billing period.

A trial may be limited, modified, or withdrawn. Unless checkout states otherwise, a trial does not automatically become a paid subscription without a payment step.

7. Third-party services and integrations

The Service may interoperate with services such as QuickBooks Online, Stripe, or email providers. Your use of a third-party service is governed by that provider's terms and privacy practices. By enabling an integration, you instruct us to exchange the data needed to operate it.

QuickBooks data may be delayed, incomplete, or changed by Intuit. Customer remains responsible for reviewing accounting, tax, inventory, customer, and invoice records and for correcting them in the system of record. We are not responsible for a third-party service's availability, acts, omissions, or changes.

8. Intellectual property and feedback

We and our licensors retain all rights in the Service, software, designs, documentation, trademarks, and underlying technology, excluding Customer Data. Subject to these Terms and payment of applicable fees, we grant Customer a limited, non-exclusive, non-transferable, revocable right for its authorized users to use the Service for Customer's internal business operations.

If you provide suggestions or feedback, you permit us to use them without restriction or compensation, provided we do not identify you publicly without permission.

9. Confidentiality, privacy, and security

Each party will use reasonable care to protect non-public information received from the other and use it only for the relationship contemplated by these Terms. This obligation does not cover information that is public through no breach, already lawfully known, independently developed, or lawfully received without restriction. A party may disclose information when legally required after giving notice where permitted.

Our collection and handling of personal information is described in the Privacy Policy. We use reasonable administrative, technical, and organizational safeguards, but no system is completely secure. Customer must configure access appropriately and maintain secure devices, networks, and credentials.

10. Service changes and availability

We may maintain, improve, modify, or discontinue features. We will use commercially reasonable efforts to avoid materially reducing core paid functionality during a current billing period and to provide notice of material changes where practical. Unless a signed agreement provides a service-level commitment, the Service has no guaranteed uptime and may be unavailable for maintenance, emergencies, third-party failures, or events outside our reasonable control.

11. Suspension and termination

Customer may stop using the Service and cancel its subscription through available billing controls. We may suspend or terminate access if fees are overdue, use creates a security or legal risk, these Terms are materially breached, or required by law. Where reasonable, we will give notice and an opportunity to cure.

After termination, access may end immediately. We may retain or delete data according to the Privacy Policy, backup cycles, contractual commitments, and legal obligations. Customer should export required records before termination. Sections that by their nature should survive—including payment obligations, intellectual property, disclaimers, liability limits, and dispute terms—will survive.

12. Disclaimers

To the maximum extent permitted by law, the Service is provided “as is” and “as available.” We disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, or that generated matches, prices, taxes, inventory values, reports, or third-party data will be accurate or suitable for accounting, tax, legal, or compliance decisions.

Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded.

13. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of profits, revenue, goodwill, business opportunity, or data, even if advised of the possibility.

SupplyDesk's aggregate liability arising out of or relating to the Service or these Terms will not exceed the fees Customer paid to SupplyDesk for the Service during the 12 months immediately before the event giving rise to liability.

These limits do not apply where liability cannot be limited by law. Some jurisdictions do not allow certain exclusions, so parts of this section may not apply.

14. Indemnity

To the extent permitted by law, Customer will defend and indemnify SupplyDesk against third-party claims, damages, and reasonable costs arising from Customer Data, Customer's products or buyer relationships, Customer's unlawful use of the Service, or Customer's material breach of these Terms. We will provide prompt notice and reasonable cooperation, and Customer may control the defence provided it does not admit fault or impose obligations on us without consent.

15. Governing law and disputes

These Terms are governed by the laws of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-law rules. Subject to any mandatory law, the courts located in Toronto, Ontario have exclusive jurisdiction. Before filing a claim, each party will first attempt in good faith for 30 days to resolve the dispute through written notice.

16. Changes to these Terms

We may update these Terms. We will post the new version and effective date and, for material changes, provide reasonable advance notice through the Service or email where practicable. We may require renewed acceptance before further authenticated use. Changes do not retroactively alter a dispute that arose before their effective date.

17. General

These Terms, the Privacy Policy, applicable checkout terms, and any signed order form are the entire agreement about the Service. A signed order form controls over conflicting online terms for that order. Neither party may assign these Terms without the other's consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will continue. The parties are independent contractors; these Terms create no partnership, agency, employment, or fiduciary relationship.

18. Contact

Legal notices and questions about these Terms may be sent to support@supplydesk.ca. SupplyDesk is currently identified by its trading name; legal-entity and registered-address details will be added when incorporation is completed.