SaaS Terms of Service (Canada) by OLL
SAAS TERMS OF SERVICE
This template is click-wrap terms of service for a self-serve SaaS product, sold to consumers or small businesses who accept by clicking "I Agree," creating an account, or using the Service — not by countersigning a negotiated agreement. It is not suitable for a negotiated enterprise deal with its own Order Form, MSA, DPA and SLA; that is a separate template (saas-subscription-b2b, not yet built). It is not suitable for use in Quebec.
Drafting notes appear in italics and are to be deleted before execution. Square brackets mark information to be filled in. Delete any inapplicable optional clauses and renumber before execution.
⚠️ Provincial consumer protection legislation varies and is not fully resolved in this template's registry. Auto-renewal, cancellation and limitation-of-liability terms in a consumer-facing SaaS subscription are commonly constrained by provincial consumer protection statutes — but the specific rules differ by province, and the Ontario registry entry (on-consumer-protection-act) is confidence: low: it is unresolved which of two Ontario instruments is currently in force, so this template does not cite Ontario's consumer protection statute by year anywhere below. Sections 7, 15 and 16 flag the substantive concern without asserting what the rule is. Confirm current requirements in every province where the Service is sold to consumers before relying on those sections.
[Company Legal Name] ("we," "us" or "Company") provides [Product Name] (the "Service") subject to these Terms of Service (the "Terms"). These Terms are between Company and the person or entity using the Service ("you" or "Customer").
Acceptance of Terms
By clicking "I Agree," creating an account, or accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.
If you are accepting these Terms on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" refers to that organisation.
You must be at least [Minimum Age] years old, or the age of majority in your province, to use the Service.
Definitions
"Account" means the account you create to access the Service.
"Customer Data" means any data, content or information you or your authorised users submit to or through the Service.
"Documentation" means Company's user guides and help materials for the Service, as updated from time to time.
"Subscription Term" means the period described in Schedule A for which you have subscribed to the Service.
The Service
Subject to these Terms and payment of applicable fees, Company grants you a non-exclusive, non-transferable licence to access and use the Service during the Subscription Term, for your internal business or personal purposes in accordance with the Documentation.
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About this template
What is this template?
This document is a click-wrap contract between a software provider and a user who accepts terms by creating an account. It is not an enterprise Master Services Agreement (MSA) and contains a dedicated Schedule A for variable plan details like billing frequency and usage limits. It specifically excludes application in Quebec.
When should you use it?
Use this template for a standard online subscription service where customers sign up without negotiation. Use a B2B SaaS Subscription agreement instead for negotiated enterprise deals involving custom Order Forms or Service Level Agreements.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 3 | The Service | Company grants a non-exclusive, non-transferable licence to access the Service for internal business or personal purposes during the Subscription Term. |
| 6 | Free Trial | The trial lasts for a [Trial Length] period and automatically converts to a paid subscription unless cancelled before the trial ends. |
| 7 | Auto-Renewal and Cancellation | Subscriptions automatically renew for successive terms of the same length unless cancelled through Account settings or a designated contact. |
| 8 | Customer Data and Content | Customer owns all Customer Data and grants Company a licence to host and process it solely to provide the Service. |
| 9 | Acceptable Use | Users are prohibited from reverse engineering the Service, building competing products, or sending unsolicited bulk electronic messages. |
| 14 | Term and Termination | Company may terminate for a breach not cured within a specific number of days or for convenience upon written notice. |
| 16 | Limitation of Liability | Company's aggregate liability is limited to the fees paid by the Customer in the [Number] months preceding the claim. |
Who it's for
- a Canadian software provider selling self-serve subscriptions to consumers or small businesses via a click-wrap agreement
- a SaaS operator requiring automated provincial tax collection for GST/HST on recurring subscription fees
- a vendor needing to exclude Quebec residents from service eligibility due to specific provincial civil law requirements
How long it runs and how it's signed
Canada note
This version is drafted for Canada. Provinces differ on employment standards and Quebec applies civil law rather than common law. Tell GitLaw which province applies and it adjusts the draft.
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