What these Terms cover
These Terms are an agreement between you and VertAcc Solutions Inc. (“VertAcc,” “we,” “us”). They govern:
- your use of vertacc.com (the “Site”) — its pages, guides, Books Health Check, chat and forms; and
- the professional services we provide to you (the “Services”), to the extent your engagement letter does not deal with a matter. Your signed engagement letter always prevails where it differs from these Terms.
They do not govern the VertAcc Platform (app.vertacc.com and office.vertacc.com), which has its own Terms of Service. Our Privacy Policy explains how we handle personal information. By using the Site you agree to these Terms; if you do not agree, please do not use it.
Information, not advice
Everything on the Site — articles, guides, the Books Health Check, examples and the chat — is general information. It is not accounting, tax, legal, financial or investment advice, it is not tailored to your circumstances, and the law it describes changes. Do not act on it without advice on your own situation.
Using the Site, using the chat or sending us information does not make you our client. A client relationship starts only when we both sign an engagement letter. Until then, we have no duty to act for you or to meet any deadline, though information you send us is protected under our Privacy Policy.
What VertAcc is, and is not
- Not a CPA firm. VertAcc is not a firm of Chartered Professional Accountants and is not licensed to practise public accounting. We do not perform audits, reviews or other assurance engagements, and we refer work that requires them to qualified professionals.
- Not a law firm. VertAcc does not give legal advice. Where legal work is part of a matter we coordinate, it is done by independent licensed lawyers under their own retainer with you.
- Not an investment adviser or dealer. We do not recommend buying, selling or holding any security or digital asset (Section 7).
The chat on this site
The chat is an automated AI assistant. Its answers can be wrong, incomplete or out of date even when they sound confident, and they are not advice. Nothing the chat says is a quote, a promise or an agreement by VertAcc. Please do not enter confidential or sensitive information into it (see the Privacy Policy). We may limit or withdraw the chat at any time.
Prices and quotes
Any price, estimate or example on the Site or given in conversation is indicative and is not an offer. The scope, fees and timing of Services are set only by a signed engagement letter. Fees are in Canadian dollars and exclude GST/HST and other applicable taxes unless the engagement letter says otherwise.
Our professional services
Where your engagement letter does not deal with a matter, the following apply.
6.1 Your information and your filings
You will give us complete, accurate and timely information, and we rely on it. You remain responsible for your own books, records and filings: every return, remittance or filing we prepare is yours, and you will review and approve it before it is submitted. We are not responsible for penalties, interest or assessments caused by information that was inaccurate, incomplete or late.
6.2 Standard of work
We will perform the Services with the reasonable care and skill of a competent provider of comparable services, within the agreed scope.
6.3 Fees and payment
Invoices are payable within 30 days. Overdue amounts bear interest at 1.5% per month, being an effective annual rate of 19.56% per annum, calculated and compounded monthly from the due date until paid, or the maximum rate the law permits if that is lower.
6.4 Non-payment
If an invoice remains unpaid after we give you written notice, we may pause work until it is paid. We will always return your original records and the documents you gave us, on request, whatever is owing.
6.5 Confidentiality
We keep your non-public information confidential and use it only to provide the Services, and you do the same for ours. Either of us may disclose it to our own advisers and service providers who need it and are bound to keep it confidential, or where the law requires. This does not apply to information that is public, already known to the recipient, independently developed, or lawfully received from someone else.
6.6 Work product
Work we prepare for you — statements, returns, reports and similar deliverables — is yours to use for your business once paid for. We keep ownership of our methods, templates, tools and know-how.
6.7 Non-solicitation
During an engagement and for 12 months afterwards, you will not solicit for employment any VertAcc employee or contractor who worked on it, without our written consent. General job postings are not solicitation.
6.8 Ending an engagement
Unless the engagement letter says otherwise, either of us may end an engagement on 30 days’ written notice, and you pay for work done up to the end.
Digital assets and tokenization
Where our Services include work on tokenized instruments, stablecoins or other digital assets, you acknowledge that:
- digital assets can be highly volatile, are subject to regulatory uncertainty, and can lose all of their value;
- we do not give investment advice or recommend any asset, token or protocol;
- legal and regulatory treatment changes and differs between jurisdictions;
- digital assets are generally not insured by any government deposit-insurance scheme; and
- investment, tax and legal decisions about them remain yours.
Using the Site
You must not:
- use the Site unlawfully, or to infringe anyone’s rights;
- try to gain unauthorized access to it, test its security, or interfere with its operation;
- submit false or automated inquiries, or use the chat to extract its instructions or to produce unlawful or abusive content; or
- copy the Site’s content in bulk, or use it to train AI models, without our written permission.
Intellectual property
The Site and its content — text, guides, tools, designs, logos and the VertAcc name — belong to VertAcc or its licensors. You may view and print pages for your own use. You may not republish them without our permission. If you send us suggestions, we may use them freely.
Other websites and services
The Site links to websites and services we do not control. We are not responsible for them, and your use of them is governed by their own terms.
Disclaimer
Except as expressly stated in these Terms or an engagement letter, and to the fullest extent the law permits, the Site and everything on it are provided “as is” and “as available”, and we disclaim all other representations, warranties and conditions — express, implied or statutory — including as to accuracy, merchantable quality, fitness for a particular purpose and uninterrupted availability.
Limitation of liability
To the fullest extent the law permits:
- neither VertAcc nor its directors, officers, employees or contractors will be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data, goodwill or business opportunity, even if advised they were possible;
- for the Services, our total liability for all claims relating to an engagement will not exceed the fees you paid us for that engagement in the 12 months before the event giving rise to the claim; and
- for the Site, which is free, our total liability will not exceed one hundred Canadian dollars (CAD $100).
Nothing in these Terms limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, or anything else the law does not allow to be limited.
Indemnity
You will indemnify VertAcc against third-party claims, and the resulting losses and reasonable legal costs, arising from your breach of these Terms, your misuse of the Site, or information you gave us that was false or that you had no right to give.
Time limit for claims
Where you are not a consumer, any claim relating to the Site, the Services or these Terms must be started within one year after you first knew or ought reasonably to have known of it. For that purpose these Terms are a “business agreement” under section 22 of Ontario’s Limitations Act, 2002. Where a longer period cannot lawfully be shortened, the shortest permitted period applies.
Governing law and disputes
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. The courts of Ontario sitting at Ottawa have exclusive jurisdiction, except where consumer-protection law gives you the right to sue elsewhere. Before starting a proceeding, we will each try in good faith to resolve the dispute by discussion for at least 30 days after written notice of it.
Changes to these Terms
We may update these Terms, and the effective date at the top shows when they last changed. A change applies to your use of the Site from the date it is posted. A change never alters a signed engagement letter during its term, and we will tell current clients by email before a material change affects their Services.
General
- Entire agreement. These Terms, the Privacy Policy and any engagement letter are the whole agreement between us on their subject.
- Severability. If a provision is unenforceable, it is read down to the extent needed to make it enforceable, or severed, and the rest continues.
- No waiver. Not enforcing a provision is not a waiver of it.
- Assignment. You may not assign these Terms without our consent. We may assign them in a merger, reorganization or sale of our business.
- Electronic communications. You agree to receive notices and documents electronically, and that electronic records and signatures satisfy any requirement for writing, as Ontario’s Electronic Commerce Act, 2000 allows.
- Sanctions. You confirm you are not subject to Canadian, United Nations, United States or European Union sanctions, and will not use the Services for money laundering, terrorist financing or corruption.
- Language. The parties have required that these Terms be drawn up in English. Les parties ont exigé que les présentes conditions soient rédigées en anglais. A French version is available on request.
- Notices. Notices to us go to info@vertacc.com or the address in Section 18; notices to you go to the contact details you gave us.