Compliance

Last Updated: March 9, 2025

1. INTRODUCTION

1.1 Application

These Terms of Sale (“Terms of Sale”) govern the purchase of subscription services from Cloud Officer, a corporation incorporated under the laws of Quebec, Canada (“Company,” “we,” “us,” or “our”), by you, whether personally or on behalf of an entity (“Client,” “you,” or “your”). These Terms of Sale form part of and are incorporated into the Terms of Use.

1.2 Acceptance

By placing an order, making a payment, or subscribing to our Services, you agree to be bound by these Terms of Sale. If you do not agree, do not purchase or subscribe to the Services.

1.3 Incorporation

These Terms of Sale are to be read in conjunction with the Terms of Use. Capitalized terms not defined herein have the meanings set forth in the Terms of Use. In the event of any conflict between these Terms of Sale and the Terms of Use, these Terms of Sale shall prevail with respect to payment and commercial matters.

2. SUBSCRIPTION PLANS AND FEES

2.1 Subscription Fee

Access to the Services requires a paid subscription. The applicable subscription fee (“Subscription Fee”) is as displayed on the Platform at the time of purchase, as shown on your invoice, or as otherwise agreed in writing between you and the Company.

3. BILLING AND PAYMENT

3.1 Billing Cycle

(a) Online Payment (Stripe): Subscription Fees are billed monthly in advance on the same day of each month as your initial subscription date (or the closest available day if that date does not exist in a given month).

(b) Invoiced Customers: Subscription Fees are billed on the first day of the month following the service period.

3.2 Payment Methods

3.2.1 Online Payment (Stripe)

For customers electing online payment:

(a) Payment must be made by valid credit card, debit card, or other payment method accepted through our payment processor (currently Stripe);

(b) You authorize the Company and its payment processor to charge your designated payment method for all applicable Subscription Fees and other charges;

(d) If a charge fails, we may attempt to process the charge again and/or suspend your access to the Services;

(e) Your payment information is processed securely by our third-party payment processor in accordance with PCI DSS requirements. The Company does not store your full payment card details.

3.2.2 Invoice Payment

For customers with invoiced arrangements:

(a) Invoices will be issued in accordance with the payment schedule agreed upon between you and the Company;

(b) Payment is due within thirty (30) days from the invoice date, unless otherwise specified on the invoice;

(c) Payment shall be made by electronic funds transfer (EFT), wire transfer, cheque, or such other method as agreed in writing;

(d) All payments shall be made without any deduction, set-off, or counterclaim.

3.3 Currency

Subscription Fees are quoted and payable in the currency applicable to your location:

(a) Canada: Canadian Dollars (CAD)

(b) United States: United States Dollars (USD)

The applicable currency will be displayed at the time of purchase or indicated on your invoice.

3.4 Payment Authorization

By providing payment information and completing a purchase:

(a) You authorize the Company (and its payment processors) to charge your payment method for all Subscription Fees, applicable taxes, and other charges;

(b) You represent and warrant that you are authorized to use the payment method provided;

(d) You agree to promptly update your payment information if it changes.

4. TAXES

4.1 Exclusive of Taxes

All Subscription Fees and other charges are exclusive of applicable taxes. You are solely responsible for all applicable federal, provincial, state, local, and foreign taxes, duties, levies, and similar charges, including but not limited to:

(a) Goods and Services Tax (GST);

(b) Quebec Sales Tax (QST);

(d) Provincial Sales Tax (PST);

(e) Value Added Tax (VAT);

(f) Sales and use taxes;

(g) Withholding taxes;

(h) Any other applicable taxes or governmental charges.

4.2 Tax Collection

(a) The Company will collect applicable GST/QST/HST/PST for Canadian customers based on your location;

(b) For customers in jurisdictions where we are required to collect and remit taxes, such taxes will be added to your invoice or charged to your payment method;

(c) For customers in jurisdictions where we are not required to collect taxes, you are responsible for self-assessing and remitting any applicable taxes.

4.3 Tax Registration Numbers

The Company’s tax registration numbers are displayed on all invoices.

5. FEE CHANGES

5.1 Right to Modify Fees

The Company reserves the right to modify the Subscription Fees at any time. Fee changes will take effect at the start of your next billing cycle following at least thirty (30) days’ written notice.

5.2 Notice of Changes

We will notify you of fee changes via email to the address associated with your Account.

5.3 Acceptance of Changes

Your continued use of the Services after a fee change becomes effective constitutes your acceptance of the new fees. If you do not agree to a fee change, you may cancel your subscription prior to the effective date of the change in accordance with Section 7.

5.4 Grandfathering

Existing subscription pricing may be honored for a limited period at the Company’s sole discretion. The Company has no obligation to maintain any particular pricing for any period.

6. NON-REFUNDABLE FEES

6.1 General Policy

ALL SUBSCRIPTION FEES AND OTHER CHARGES ARE NON-REFUNDABLE. Except as expressly required by applicable law that cannot be contracted out of, no refunds, credits, or chargebacks will be provided for any reason, including but not limited to:

(a) Partial months or periods of service;

(b) Unused features, services, or user seats;

(d) Dissatisfaction with the Services or their results;

(e) Failure to achieve compliance with any Compliance Framework;

(f) Failed audits, assessments, or certifications;

(g) Changes to or discontinuation of the Services or any features;

(h) Suspension or termination of your Account for breach of the Terms of Use;

(i) Your decision not to use the Services after payment;

(j) Technical issues or service interruptions, except as may be provided in a separate Service Level Agreement;

(k) Changes in your business circumstances, regulatory requirements, or needs.

6.2 Prepaid Fees

If you have prepaid for a subscription period and your subscription is terminated:

(a) Termination by you without cause: No refund of prepaid fees;

(b) Termination by Company for your breach: No refund of prepaid fees;

(c) Termination by Company without cause: The Company may, at its sole discretion, provide a pro-rata refund of prepaid fees for the unused portion of the subscription term.

6.3 Chargebacks

You agree not to initiate any chargeback, dispute, or reversal of charges with your payment provider or financial institution for valid charges under this Agreement. If you initiate a chargeback:

(a) The Company reserves the right to immediately suspend or terminate your access to the Services;

(b) You remain liable for all fees and charges incurred;

(c) You shall be responsible for all costs incurred by the Company in responding to the chargeback, including administrative costs and fees.

6.4 Exceptions Required by Law

If applicable consumer protection or other mandatory laws in your jurisdiction require refunds under certain circumstances, such legal requirements shall apply, but only to the minimum extent required by law.

7. SUBSCRIPTION RENEWAL AND CANCELLATION

7.1 Automatic Renewal

Your subscription will automatically renew at the end of each monthly billing period at the then-current Subscription Fee, unless:

(a) You cancel your subscription prior to the renewal date; or

(b) The Company discontinues the Services or terminates your subscription.

7.2 Cancellation by Client

You may cancel your subscription at any time by:

(a) Using the cancellation feature within your Account settings in the Platform; or

(b) Sending written notice to the Company at info@cloudofficer.ca.

7.3 Effect of Cancellation

(a) Cancellation will be effective at the end of your current billing period;

(b) You will retain access to the Services until the end of the current billing period;

(d) Any outstanding fees or charges become immediately due and payable;

(e) Upon the effective date of cancellation, your access to the Services will be terminated.

7.4 Cancellation Notice Period

Cancellation must be submitted at least seven (7) days before the next billing date to avoid being charged for the next month.

7.5 Renewal Notices

The Company may, but is not obligated to, send renewal reminders before your subscription renews. Failure to receive such a reminder does not entitle you to a refund or extend any cancellation deadline.

8. LATE PAYMENT AND COLLECTION

8.1 Late Payment Interest

If any payment is not received when due:

(a) The Company may charge interest on the overdue amount at the rate of one and one-half percent (1.5%) per month (equivalent to 18% per annum), or the maximum rate permitted by applicable law, whichever is lower;

(b) Interest shall accrue daily from the due date until the date of actual payment;

8.2 Suspension of Services

If payment is overdue by more than seven (7) days:

(a) The Company may suspend your access to the Services without prior notice;

(b) Access will be restored upon receipt of all outstanding amounts, including accrued interest and any applicable reinstatement fees;

8.3 Termination for Non-Payment

If payment is overdue by more than thirty (30) days, the Company may terminate your subscription and this Agreement immediately without further notice.

8.4 Collection Costs

You shall be responsible for all costs and expenses incurred by the Company in collecting overdue amounts, including but not limited to:

(a) Reasonable legal fees and costs (on a solicitor-client basis);

(b) Collection agency fees;

(d) Administrative costs.

8.5 No Set-Off

You may not withhold, set off, or deduct any amounts from payments due to the Company for any reason, including disputed charges, pending claims, or counterclaims.

9. INVOICES AND RECORDS

9.1 Invoices

(a) For online payment customers, receipts and invoices are available through your Account or via email;

(b) For invoiced customers, invoices will be sent to the billing contact designated in your Account;

9.2 Billing Information

You are responsible for:

(a) Maintaining accurate and current billing and contact information in your Account;

(b) Notifying the Company of any changes to your billing information;

9.3 Records

The Company’s records of fees charged and payments received shall be conclusive evidence of such charges and payments, absent manifest error.

10. FREE TRIALS AND PROMOTIONAL OFFERS

10.1 Free Trials

(a) The Company may offer free trials at its sole discretion;

(b) Free trial terms, duration, and conditions are as specified at the time of offer;

(c) At the end of a free trial, your subscription will automatically convert to a paid subscription unless you cancel before the trial ends;

(d) You may be required to provide payment information to activate a free trial;

(e) Free trials are limited to one per customer or organization.

10.2 Promotional Pricing

(a) Any promotional or discounted pricing is valid only for the period specified;

(b) After the promotional period, standard pricing will apply;

(d) The Company reserves the right to modify or discontinue promotional offers at any time.

10.3 No Obligation

The Company is under no obligation to offer free trials, promotional pricing, or any discounts.

11. SERVICES FOR CUSTOMERS IN SPECIFIC JURISDICTIONS

11.1 United States Customers

For customers located in the United States, including California:

(a) All terms of this Agreement apply;

(b) You acknowledge that the Services are provided from Canada;

(c) CCPA, state-specific consumer protection laws, and other applicable US laws are addressed in the Terms of Use and Privacy Policy.

11.2 European Union Customers

For customers located in the European Union or European Economic Area:

(a) All terms of this Agreement apply;

(b) You acknowledge that the Services are provided from Canada;

(d) You may have additional rights under applicable consumer protection laws, which are acknowledged in Section 12.

11.3 Quebec Customers

For customers resident in Quebec:

(a) The Consumer Protection Act (Quebec) may provide additional rights that cannot be waived;

(b) Such rights are acknowledged and preserved as set forth in the Terms of Use.

12. CONSUMER RIGHTS

12.1 Acknowledgment

Certain jurisdictions provide consumers with rights that cannot be excluded or limited by contract. Nothing in these Terms of Sale is intended to exclude or limit any such mandatory consumer rights.

12.2 Application

To the extent any provision of these Terms of Sale conflicts with mandatory consumer protection laws applicable to you:

(a) Such provision shall be read down to the extent necessary to comply with such laws; or

(b) If it cannot be read down, it shall be severed to the extent of the inconsistency.

12.3 Business Use

If you are using the Services for business purposes (and not as a consumer), consumer protection laws may not apply to you, and the full terms of this Agreement shall apply without modification.

13. AUDIT RIGHTS

13.1 Compliance Verification

The Company reserves the right to verify your compliance with the terms of your subscription.

13.2 Audit

Upon reasonable notice, you agree to provide the Company with such information as reasonably necessary to verify your compliance.

14. GENERAL PROVISIONS

14.1 Entire Agreement

These Terms of Sale, together with the Terms of Use, Privacy Policy, and any written agreements or order forms between you and the Company, constitute the entire agreement regarding the commercial terms of your subscription.

14.2 Amendments

The Company may amend these Terms of Sale from time to time. Amendments will be effective upon posting to the Platform or such later date as specified. Your continued use of the Services constitutes acceptance of any amendments.

14.3 Governing Law

These Terms of Sale shall be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles.

14.4 Language

Les parties ont expressément demandé et convenu que les présentes conditions de vente et tous les documents connexes soient rédigés en anglais seulement. The parties have expressly requested and agreed that these Terms of Sale and all related documents be drawn up in English only.

14.5 Severability

If any provision of these Terms of Sale is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14.6 Assignment

These Terms of Sale may not be assigned by you without the Company’s prior written consent. The Company may assign these Terms of Sale without restriction.

15. CONTACT INFORMATION

For billing inquiries or questions about these Terms of Sale, please contact us at:

Cloud Officer ·
Email: info@cloudofficer.ca

Website: https://compliance.cloudofficer.ca/

BY MAKING A PURCHASE, SUBSCRIBING TO THE SERVICES, OR MAKING ANY PAYMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SALE.

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