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.
You will not, and will not permit any user to: (a) reverse engineer, decompile or attempt to derive the source code of the Service, except to the extent applicable law prohibits this restriction; (b) resell, sublicense or provide the Service to a third party as a service bureau; (c) use the Service to build a competing product; or (d) exceed any usage limit set out in Schedule A.
Company may modify the Service from time to time. Company will use reasonable efforts to provide notice of a change that materially reduces core functionality.
Account Registration
You will provide accurate registration information and keep it current.
You are responsible for maintaining the confidentiality of your Account credentials and for all activity under your Account. Notify Company promptly of any unauthorised use.
Subscription Plans, Fees and Payment
The plan, fees and billing frequency for your subscription are set out in Schedule A or at checkout when you subscribe.
You authorise Company to charge your payment method for all fees when due. Fees are exclusive of applicable GST/HST and other applicable taxes, which will be added where Company is required to collect them.
Include the following if a fee-change notice period applies: Company may change fees for a future Subscription Term by giving at least [Number] days' notice before the change takes effect. Continued use of the Service after a fee change takes effect constitutes acceptance of the new fee.
Free Trial
A free trial, where offered, lasts for [Trial Length] from the date you create an Account, unless Company states otherwise. Unless you cancel before the trial ends, your subscription automatically converts to a paid subscription at the end of the trial and section 7 applies.
Include this section only if a free trial is offered. Delete it otherwise.
Auto-Renewal and Cancellation
Your subscription automatically renews for successive Subscription Terms of the same length, at the then-current fee, unless you cancel before the renewal date in accordance with section 7.2.
You may cancel your subscription at any time through [your Account settings / by contacting [Cancellation Contact]]. Cancellation takes effect at the end of the current Subscription Term. You will not be charged for a subsequent term once cancellation is effective.
Include the following if a renewal-notice period is provided: Company will send a reminder notice at least [Number] days before a renewal that would extend your subscription, to the email address on your Account.
Except as required by law or as stated in Schedule A, fees already paid for the current Subscription Term are non-refundable, including where you cancel partway through a term.
Auto-renewal ("negative option") billing and the mechanics of consumer cancellation are actively regulated by provincial consumer protection legislation, and the specific requirements — advance renewal notice, a minimum self-serve cancellation method, refund treatment on cancellation — differ by province and this template does not state what they are. This is a live compliance area: confirm the current requirement in each province where the Service is sold to consumers before relying on this section, particularly the renewal-notice period in 7.3 and the no-refund position in 7.4. See the warning at the top of this document regarding the unresolved Ontario citation specifically.
Customer Data and Content
As between the parties, you own all Customer Data. You grant Company a licence to host, process, transmit and display Customer Data solely to provide the Service to you.
You are solely responsible for the legality, accuracy and appropriateness of Customer Data. Company may remove or disable access to Customer Data that violates section 9.
You are responsible for maintaining your own backup of Customer Data except to the extent Company expressly agrees otherwise in Schedule A.
Acceptable Use
You will not use the Service to: (a) violate any law; (b) infringe any third party's intellectual property or privacy rights; (c) transmit malware or attempt to gain unauthorised access to the Service or another user's data; (d) interfere with or disrupt the integrity or performance of the Service; or (e) send unsolicited bulk electronic messages through the Service.
If the Service is used to send commercial electronic messages, Canada's anti-spam legislation may impose its own consent and disclosure requirements on you as sender, independent of these Terms. This template does not draft those requirements — confirm applicability separately if relevant.
Privacy and Personal Information
Company's collection, use and disclosure of personal information through the Service is described in Company's Privacy Policy at [Privacy Policy URL], which forms part of these Terms.
Where Customer Data includes personal information about identifiable individuals, you are responsible for having the legal right to submit it to the Service and for your own compliance with applicable Canadian privacy legislation as it relates to that information.
Which private-sector privacy statute applies — the federal PIPEDA or a substantially similar provincial statute (Alberta, British Columbia) — depends on where Company and its customers operate. Confirm before adding any statute-specific undertaking beyond the general reference in 10.1.
Intellectual Property
Company owns all right, title and interest in the Service, the Documentation, and any improvements, excluding Customer Data.
If you submit feedback or suggestions about the Service, Company may use them without restriction or obligation to you.
Third-Party Services
The Service may integrate with or link to third-party services. Company is not responsible for third-party services, and your use of them is subject to their own terms.
Service Availability and Support
Company will use commercially reasonable efforts to make the Service available, but does not guarantee uninterrupted or error-free operation.
Include the following if a specific uptime or support commitment applies: Service levels and support terms are set out in Schedule B.
Term and Termination
These Terms apply for as long as you have an active subscription or Account.
Company may suspend or terminate your access if you breach these Terms and do not cure the breach within [Number] days of notice, or immediately for a breach of section 9.
Include the following if Company may terminate for convenience: Company may terminate these Terms for convenience on [Number] days' written notice.
On termination, your right to access the Service ends. Company will make Customer Data available for export for [Number] days after termination, after which Company may delete it.
Sections 8.1, 10, 11, 15, 16 and 20 survive termination.
Check the surviving-section list against the final numbering after optional clauses are deleted.
Warranty Disclaimer
Except as expressly stated in these Terms, the Service is provided "as is" and "as available," without warranty of any kind, to the extent permitted by law.
Provincial consumer protection legislation may imply warranties in favour of a consumer customer that cannot be excluded by contract, and the specific protections vary by province. The "to the extent permitted by law" carve-out in 15.1 exists for that reason — do not remove it, and confirm current provincial requirements before relying on this section for consumer customers.
Limitation of Liability
Neither party is liable to the other for indirect, incidental, consequential, special or punitive damages, or for loss of profit, revenue or data, however caused.
Company's aggregate liability under these Terms is limited to the fees you paid in the [Number] months preceding the claim.
Sections 16.1 and 16.2 do not limit liability for a party's fraud, wilful misconduct, or any liability that cannot be limited at law.
A limitation of liability operating against a consumer customer may be restricted or unenforceable under provincial consumer protection legislation, and the extent of the restriction varies by province. This template does not state what the restriction is in any province — confirm before relying on this section, particularly for Ontario given the unresolved citation flagged at the top of this document.
Indemnification
You will indemnify Company against any loss, damage, claim or expense arising from your breach of section 9, or from Customer Data you submit.
Modifications to Terms
Company may update these Terms from time to time by posting the updated Terms at [Terms URL] [and/or notifying you by email]. Continued use of the Service after an update takes effect constitutes acceptance of the updated Terms.
Unilaterally changing terms — especially fee or auto-renewal terms — after a consumer has already subscribed can itself be constrained by provincial consumer protection legislation. Confirm current requirements before relying on this section for material changes affecting existing consumer subscribers.
Dispute Resolution
The parties will attempt in good faith to resolve any dispute by negotiation within [Number] days of written notice of the dispute.
Include for binding arbitration instead of the courts: Any dispute not resolved under section 19.1 will be finally resolved by arbitration before a single arbitrator seated in [City, Province], under [Arbitration Rules]. The award is final and binding.
Include for a class-action waiver: Each party may bring a claim against the other only in an individual capacity, and not as a plaintiff or class member in a class, collective or representative proceeding.
Include this section if a staged process, arbitration, or a class-action waiver is wanted. Otherwise delete and rely on section 20.1.
Mandatory arbitration clauses and class-action waivers face specific restrictions against consumers under some provinces' consumer protection legislation, and which instrument currently governs this in Ontario is the same unresolved citation flagged at the top of this document. Do not include sections 19.2 or 19.3 for consumer-facing subscriptions without confirming current enforceability in each relevant province.
General
These Terms are governed by the laws of the Province of [Province] and the federal laws of Canada applicable in that province.
Insert one of the common-law provinces or territories. This template is not drafted for Quebec.
These Terms, together with Schedule A and any Schedule B, are the entire agreement between the parties relating to the Service and supersede all prior discussions on that subject.
If any provision is held unenforceable, it is severed and the remainder continues in force.
Neither party may assign these Terms without the other's prior written consent, except that Company may assign them to a successor of all or substantially all of its business.
Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control.
Notices to you will be sent to the email address on your Account. Notices to Company must be sent to [Company Notice Email/Address].
Schedule A — Plan and Subscription Details
This Schedule (or an equivalent checkout/order flow) must contain every variable term referenced in the body — plan, fees, billing frequency, renewal term and any usage limits.
Term | Detail |
Plan name | [Plan Name] |
Fee | [Amount] per [billing period] |
Subscription Term | [Length] |
Renewal term | [Length] |
Usage limits | [Description, or "None"] |
Customer Data backup | [Company provides backup as described here / Customer is solely responsible per section 8.3] |
Schedule B — Service Level and Support
Include this Schedule only if section 13.2 refers to it. Delete otherwise.
Term | Detail |
Uptime commitment | [Percentage or "None"] |
Support hours | [Hours] |
Support channel | [Email / portal / other] |
Service credit for downtime | [Description, or "None"] |
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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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