Birdhouse Bookkeeping Inc.
End-User Licence Agreement for
Tax Preparation Services
Please read carefully!
This End-User License Agreement (the "Agreement") is a legally binding contract between you and Birdhouse Bookkeeping Inc. ("Birdhouse"). This Agreement lays out both Birdhouse’s obligations and your obligations when you use Birdhouse online services and all related materials, including but not limited to, support (whether online or by phone), documentation, help, instruction and all software and services provided by Birdhouse in connection with the virtual personal income tax filing services Birdhouse provides (the “Services”). This Agreement applies to the same. Should you need assistance with other kinds of tax or accounting services, Birdhouse is happy to provide the same if we are able, and this Agreement will apply to those same services as much as it is able to do so although some terms may change or be inoperative.
Be sure that you carefully read and understand this Agreement: by engaging Birdhouse in any manner, you are committing to complying by all provisions of this Agreement. Wherever the word “you” or “your” appear in this Agreement, they refer to you – the end user of Birdhouse Services. Where the words “we” or “our” appear in this agreement, they refer to Birdhouse.
THIS AGREEMENT SETS FORTH BIRDHOUSE'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO BIRDHOUSE SERVICES AND IS A COMPLETE STATEMENT OF THE AGREEMENT BETWEEN YOU AND BIRDHOUSE, UNLESS OTHER DOCUMENTS ARE MUTUALLY AGREED TO AND SIGNED BETWEEN YOU AND BIRDHOUSE WHICH ARE LEGALLY BINDING IN SOME WAY.
YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN, NEGOTIATED AGREEMENT SIGNED BY YOU. BIRDHOUSE CAN ONLY PROVIDE ITS SERVICES TO YOU ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT. YOU PROVIDE YOUR CONSENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT BY PROCEEDING TO ENGAGE BIRDHOUSE FOR THE USE OF ITS SERVICES. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT PROCEED WITH ENGAGING BIRDHOUSE FOR YOUR TAX FILING NEEDS.
We are happy to discuss any terms or conditions of this Agreement with you if you are not comfortable with them, within reason, but Birdhouse provides no guarantee that we will consider changing, waiving, or adjusting such terms. If any alteration is made in any way to this Agreement, it shall only be valid if made in writing and executed by the signature of all parties to this Agreement.
1. Payment for Services
Your payment is required upfront based on the Services you request before our Services are provided to you, or before any document or filing we prepare for you is delivered to you. The fee for our Services is subject to change if further documents or requirements are discovered which must be considered by Birdhouse to provide our services effectively. If this situation occurs, we will ask you to upgrade your fee for our services based on the current rate for those services.
Birdhouse may adjust its fees at any time without notice, except that the fees associated with any agreement you have already entered into with us will remain the same as when you entered the agreement. Your payment to Birdhouse of all fees and any additional applicable charges and taxes, must be made by a valid payment method before our services are provided. If you pay in a manner that requires confirmation that the payment is valid and has been deposited (e-transfer, wire, cheque, etc.), Birdhouse may not begin work on your matter until such confirmation or deposit has been made. There is an option to create an online profile and password to safely manage your documents when you use our Services, but it is not mandatory. Any information or documentation you provide to Birdhouse will be stored securely, and in no less secure a manner than Birdhouse would treat its own private or confidential information.
2. Limitations of Birdhouse Services
Our Services are available for virtual preparation of your personal tax return. We also provide corporate tax returns, but these corporate Services are limited to T2 filings and do not include review engagements or audits (although we are always expanding our Services – stay tuned!).
Our Services can only be provided once we verify your identity once you agree to engage Birdhouse for your bookkeeping needs. On certain occasions, we may need to verify, in person or through a virtual meeting, your identity or your ability to represent your business.
3. Supporting Documentation
For many of our Services, you will be required to submit documentation to Birdhouse so we can provide our Services effectively. Some documents may require your signature before we can use them for our Services.
4. Some Restrictions to be Aware of
4.1 This Agreement allows you to use Birdhouse Services only in the ways contemplated by this Agreement. You cannot, directly or indirectly:
(a) use our Services to benefit a party who is not a party to this Agreement;
(b) use our Services or the outcomes of our Services for anything other than their intended use as agreed upon between you and Birdhouse;
(c) use our Services to prepare similar services on a professional or commercial basis; or
(d) make copies, reproductions, repackages, downloads, transmissions, or distributions of any kind of the materials available on the Birdhouse website (“Use of Material”) without first obtaining the written permission of Birdhouse to do so. Whether your Use of Material occurs with explicit permission from Birdhouse or otherwise, you agree to indemnify and hold harmless Birdhouse against, including but not limited to, any type of loss, liability, claims, costs or expenses of any type (the “Issues”), and to protect and defend Birdhouse against the same, if any Issue arises from the Use of Material. Birdhouse reserves all rights respecting our Services that are not explicitly stated in this Agreement.
4.2 So we can ensure that we provide you with Services to the best of our abilities, and to ensure that you and other clients receive the best possible experience with us, you agree that you will not do any of the following:
(a) share, copy, distribute or redistribute, post, upload, or transmit in any other manner communications or documents to Birdhouse that:
i. are unauthorized or unsolicited commercial correspondence; junk, bulk, or spam communications; or documents or communications that are or contain viruses, bots, malware, spyware, or any other kind of harmful or disruptive component;
ii. are defamatory, derogatory, indecent, violent, infringing, inciting discrimination to any rights-protected person or group of persons, or are otherwise unlawful;
iii. could give rise to civil liability or that harm or violate the rights of any third party, including engaging in copyright infringement or disclosing confidential or sensitive information that you should not disclose;
iv. give rise to a criminal offence;
(b) act in a way that could be considered threatening, harassing, intimidating, abusive, or is otherwise offensive or abusive to the rights of Birdhouse, our staff, agents, and associated parties, or any other third party;
(c) commit any form of forgery, whether electronic or otherwise; or
(d) impersonate or fraudulently or falsely represent your identity.
4.3 In case there is a breach in any of the terms or conditions of this Clause 4, Birdhouse has the right – and reserves that right – to act in any way related to that breach. This may include, but is not limited to:
(a) deleting or destroying the material giving rise to the breach;
(b) preserve or copy the offending material for the purpose of legal action;
(c) terminate the Services that we provide to you, terminate this Agreement, or both, and in that event you waive any right to any legal, arbitral, or other action or resolution against Birdhouse for such termination. Any amounts you have paid for Services up to that point will be forfeited by you.
(d) pursue any remedy available to Birdhouse for such a breach of this Clause.
5. Intellectual Property Rights
5.1 Birdhouse provides Services in such a manner that honour our relationship with you, and in a way that is unique to Birdhouse. All our Services, our manner of providing them, the format of our documents and communications, and even the wording of this Agreement are the exclusive intellectual property (“IP”) of Birdhouse. All rights to the IP are owned and maintained exclusively by Birdhouse. Neither you nor any other party acquire any right or ownership to Birdhouse IP, whether you use our Services or not. This means that no party except for Birdhouse can alter, modify, or create works deriving from Birdhouse IP.
5.2 No rights, titles, or interests to any trademark, logo, Service, or trade name of Birdhouse or any other party is granted to you through this Agreement.
5.3 You agree that you will not provide any Birdhouse IP to any person and especially not to a potential competitor of Birdhouse. The list of what might be considered Birdhouse IP in Clause 5.1 is not an exclusive list of what may be considered Birdhouse IP. If you have any doubts as to whether any Birdhouse material, content, or information is considered IP, please feel free to ask us.
5.4 Birdhouse is open about what third party services and software we use to implement and provide our Services. Those third parties are authorized to hold you accountable and responsible for any infringement or violation of this Agreement, including any violation or infringement of their own intellectual property rights.
6. Privacy
Due to the nature of the Services provided by Birdhouse, personal or confidential information may be collected from you, or we may be exposed to it, during the execution of this Agreement, the provision of our Services, and through your submission of documents to us so we can provide our Services.
Of course, you reserve the right to rectify any personal or private information that Birdhouse may have, request its destruction, or request that it is not used for any of the purposes listed herein.
7. Limited Warranty
7.1 You are responsible for using our Services properly and in the way they are meant to be used. We provide our Services to the best of our abilities, but we can only do so based on the information provided by you. We bear no liability for any errors or omissions in that information, or any advice we give in a situation where such errors and omissions are present. It is your responsibility to provide the most accurate and full information you possibly can, and you are responsible for reviewing the information you provide to us for its accuracy.
7.2 If you are required to pay a federal or provincial government penalty and/or interest solely as a result of a preparation error on a form prepared by Birdhouse, then Birdhouse will pay you the amount of the penalty and/or the interest paid by you for that error. This limited warranty does not apply to any other situation except for a preparation error on a form prepared by Birdhouse.
(a) The amount paid by Birdhouse will only be for the amount directly attributable to such an error, and you are responsible for letting us know that you have been notified of such an error as soon as possible, and in any event no later than 30 days after the initial penalty and/or interest is assessed. Birdhouse will not be responsible for any interest accruing after the date that we rectify the error, nor for any interest accruing from the time you received the notice of error until the time you informed us of the error. Further, Birdhouse shall not be responsible for any payment due to:
i. your omission of pertinent information or your inclusion of inaccurate information on your tax return;
ii. your misuse of the Services or if you don’t include all the required and necessary information to Birdhouse to prepare the tax return properly; or
iii. your misclassification of tax information.
(b) You must notify Birdhouse of such an assessment in writing. Once you engage our Services, you can email us to let us know you have received an assessment, and Birdhouse will provide you with instruction for submitting the assessment to us. When you give us this notice, it should include:
i. A copy of your Notice of Assessment or Notice of Reassessment;
ii. A hardcopy of the tax return in question; and
iii. Your tax files or any other information that we may request for the purpose of reviewing your claim.
(c) By submitting a notice under this clause, you authorize Birdhouse to review any files or data that are in our possession, as well as the information provided by you, to review your notice.
7.3 Unless we have explicitly stated otherwise in this Agreement, Birdhouse is not responsible for providing any refunds that result from your misuse of our Services, or from conditions outside of our control.
7.4 The warranties provided in this clause are void if you use our Services in contravention of this Agreement. The rights and warranties in this clause, and elsewhere in this Agreement, may not be assigned or transferred to any other person or party.
8. Disclaimer of Warranties
8.1 All of our Services are provided “as is.” To the full extent allowable by law, Birdhouse and all its affiliates, licensors, service providers, and other related parties (“Suppliers”) disclaim all other representations and warranties, whether stated or implied herein or imposed upon us by statute, regarding the Services and any materials made available by us on our website or otherwise. This disclaimer includes any warranty or condition of the fitness of our Services for a particular purpose.
8.2 As mentioned elsewhere in this Agreement, Birdhouse does not warrant that we can identify all or any appropriate documents for your needs, nor that we have any responsibility for identifying documents or information that are missing from any submission that you make to us.
8.3 Similarly, Birdhouse disclaims any responsibility or liability for any decisions made by you or for any actions you take with respect to the use of your financial information by using or relying upon our Services.
8.4 You agree that it is your responsibility to carefully review the results of our Services for accuracy and for suitability for its intended purpose before relying upon the results of our Services. You also agree that once you review the results of our Services, it is an acknowledgement that all information we have provided to you is correct and that nothing is erroneous or missing, and this acknowledgement is considered to be explicit if you do not inform us of any concerns in a timely manner or before you make any decisions or take any actions based on the results of our Services.
8.5 None of our Services or the results of our Services are meant to create legally enforceable documents or information. As with any situation, please always consult a lawyer before treating any document as a legally enforceable document.
8.6 Birdhouse and its Suppliers disclaim responsibility for changes in tax laws and regulations that may affect you. These laws change frequently and the application of these laws to your situation may vary depending on your personal circumstances.
9. Limitation of Liability
9.1 Unless otherwise stated or expressly agreed upon in writing between Birdhouse and you, the only remedy available to you and the total liability of Birdhouse, its Suppliers, or both, stemming from or related to this Agreement, except in relation to a preparation error on Birdhouse’s behalf as specifically stated in Clause 7 regarding Birdhouse’s Limited Warranty, shall be limited to the amount you have paid for the services specified between us.
9.2 In no event shall Birdhouse or its Suppliers, or any agent, employee, officer, director, or any other related party (“Related Parties”) of Birdhouse or its Suppliers, be liable for any loss of any kind, regardless of the form of the action a party may intend to bring against Birdhouse or its Suppliers or any Related Parties. The losses to which the limitation of liability apply include, but are not limited to, strict liability, product liability, or negligence of any type. The forms of action referred to above include, but are not limited to, economic loss, loss of opportunity, loss of profit, loss of business, loss of data, theft of data or information of any type, loss of privacy, and/or losses that may be indirect, special, incidental, exemplary, or consequential. Furthermore, Birdhouse, its Suppliers, and all Related Parties shall bear no liability for any claim, demand, action, arbitration, or other claim against you by any third party, even if Birdhouse has been made aware of such an action and if the remedies available to you under this Agreement fall short of their essential purpose in such a circumstance.
9.3 You agree that Birdhouse, its Suppliers, and all Related Parties shall not bear any additional liability, at any time, for any type of claim, cause of action, loss, or injury, resulting from:
(a) your ability (or lack thereof) to appropriately use or interact with our Services and the software or methods which Birdhouse engages to deliver them;
(b) your use of any documents or information generated from our Services and delivered to you pursuant to this Agreement; and
(c) your ability (or lack thereof) to seek legal advice from a lawyer in good standing with respect to any document, correspondence, or result of our Services to ensure that you fully understand their legal impact upon you, including this Agreement.
9.4 Regardless of any other term or condition in this Agreement, Birdhouse shall bear no responsibility or liability for any type of damage or claim stemming from your improper use of our Services, which are further expanded upon in, and prohibited by, Clause 4 above.
9.5 You are aware of the fact, and concede to it, that Birdhouse can fulfill the essential purpose of this Agreement despite these limitations on liabilities. These terms and conditions may sound overly formal, but Birdhouse would not be able to deliver our Services to you and to our community without these limitations.
10. Communicating With You
We are pleased to correspond with you via email and through third-party programs that we use in managing your file, although we try to be reasonably flexible in our communications to ensure that you have the smoothest and most accessible experience possible. If you have a preference for the method of communication we engage in, we will do our best to honour your preference, although varying circumstances may require us to vary our communication methods from time to time.
11. Security and Confidentiality
11.1 You are the only person authorized to communicate with us about the terms and conditions of this Agreement and our ongoing work to deliver your Services once this Agreement is in force and effect. If another person is to be authorized to communicate with us regarding this Agreement and the Services we provide, you will have to authorize that person with us in writing.
11.2 Many of the documents we require from you to perform our Services will be confidential or private in nature. Although we will be using these to provide Services for you, you must still protect them to the best of your ability, including deleting, destroying, copying, or preserving them as necessary, and protecting them from any violation, degradation, theft, or corruption. This means that engaging with our services digitally, you must take all precautions to protect your data, including using and maintaining firewalls and other digital protection measures.
11.3 So that we can provide our Services efficiently, you acknowledge that Birdhouse stores your files securely, either physically or digitally, in a manner no less secure than we would store and protect our own confidential information. Birdhouse reserves the right to continue to store your documents for a period of time that Birdhouse determines to be reasonable, but which will likely extend beyond the date of our delivery of our Services to you.
11.4 Although Birdhouse does include a standard disclaimer in our email signature for all email correspondence, you agree that we are not responsible for the loss, theft, interception, rerouting, appropriation, or misuse of any information we provide by email.
12. Arbitration and Choice of Law
12.1 This Agreement is to be interpreted according to the laws of the Province of Nova Scotia and the laws of Canada, and those same laws shall apply to any dispute related to this Agreement.
12.2 You and Birdhouse shall make best efforts, in good faith, to resolve any claim, dispute, issue, or other problem arising from or related to this Agreement before a claim, dispute, arbitration, or other method is taken to resolve such a concern.
12.3 If the matter cannot be resolved in good faith between the parties, the exclusive forum for resolving such a matter shall be arbitration.
(a) The arbitration must commence within the limitation periods prescribed by the Limitation of Actions Act (Nova Scotia);
(b) This section 12 shall not, in any manner, restrict Birdhouse’s rights or ability to obtain a remedy from a competent court of a competent jurisdiction, without limitation;
(c) The arbitration shall be conducted pursuant to the Arbitration Act (Nova Scotia), and a single arbitrator shall be selected. Should the parties not agree to an arbitrator within 15 days of a notice from one party to the other that arbitration will be commenced, either party may apply to a competent court for an order to appoint the arbitrator;
(d) The arbitration shall be conducted in English;
(e) The arbitration will be held in Halifax, Nova Scotia;
(f) The decision or award (or both) rendered by the arbitrator shall be final and binding upon both parties, and either party can enter judgment pursuant to that decision in a court of competent jurisdiction;
(g) The cost of the arbitration shall be split equally by the parties to this Agreement, and neither party shall pay legal costs or other related costs to the other;
(h) The arbitrator shall, in no circumstance, have the power to modify or amend any provisions of this Agreement;
(i) Any confidential or private information required to be disclosed for the purpose of arbitration shall only be disclosed once the proper protective orders have been issued to limit the disclosure or discoverability of such information outside of the arbitral proceeding;
(j) Neither of the parties, nor the arbitrator, may disclose the existence, content, or results of such an arbitration to any party outside of the arbitral proceeding, except with the express written consent of both parties (except as required by law).
13. Indemnification
You agree to hold Birdhouse, its Suppliers, and any Related Parties harmless from and against any claim, action, loss, liability, penalty, any kind of damages, and any kind of costs and expenses, arising out of your breach of this Agreement.
14. Termination
14.1 Nothing in this Clause 14 shall prejudice any of Birdhouse’s other rights in this Agreement.
14.2 Birdhouse may terminate this Agreement at any time, with no financial liability or recourse or another type of liability or recourse owed to you if we determine that you are acting in breach of this Agreement, or if you are not abiding by the terms and conditions of this Agreement. To be clear, there will be no refund and Birdhouse shall not be liable to you, nor any other party, for terminating this agreement because of the reasons stated in this clause.
15. Other terms our lawyer said we should include
15.1 This Agreement is the entire and exclusive agreement between you and us with respect to our provision of Services to you, and it replaces any other communications, agreements, deals, or representations made between you and us that have taken place before this Agreement was executed. No statements made by any Supplier or Related Party outside of this Agreement shall be binding on Birdhouse.
15.2 Birdhouse retains the exclusive right to change the terms and conditions of this Agreement at any time, and to reconstruct how we approach our Services or how the results of our Services are delivered to you by any means we deem reasonable. None of our Suppliers or Related Parties are permitted to make any changes to this Agreement or to our Services. Should any substantial change occur to our Agreement, to our Services, or to how we provide our Services that we determine will have an impact on you, we will do our best to notify you.
15.3 No waiver of and provision herein shall be valid unless it is made in writing and signed by an authorized representative of Birdhouse. If Birdhouse does not strictly enforce your performance of a particular provision of this Agreement, the non-enforcement shall not be taken as a waiver of that provision, or of any other provision of this Agreement.
15.4 If any provision of this Agreement is determined to be illegal or unenforceable, that provision will automatically be altered and construed as if it were enforceable and valid, to the extent permitted by law and equity, while still preserving the original intent of the provision. If any part of this Agreement is deemed to be invalid, the rest of the Agreement shall remain fully valid.
15.5 Unless otherwise identified elsewhere in this Agreement, and notices under this Agreement must be made to Birdhouse by emailing jody@birdhousebookkeeping.ca, or by mailing Birdhouse at the following address:
Birdhouse Bookkeeping Inc.
PO Box 394
242 Lincoln Street
Lunenburg, NS
B0J 2C0
Such notices are effective upon Birdhouse’s receipt. If the notice is emailed, it is deemed effective on the day it is emailed, or on the next business day after 12pm on the day it is emailed.
15.6 Birdhouse shall bear no liability for any default or delay in the performance of its obligations under this Agreement, if that performance is delayed or prevented due to causes beyond our control. These circumstances include, but are not limited to, acts of God, natural disasters, terrorist acts, war, other hostilities, labour disputes, civil disturbances, acts or omissions of third parties, pandemics, epidemics, electrical or other communication system failures, or government actions.
15.7 Any provision in this Agreement which, by its nature, is intended to survive the termination or expiration of this Agreement, or which could survive the termination or expiration of this Agreement, shall survive the termination or expiration of this Agreement.
15.8 The headings used in this Agreement are not binding terms, and they shall not be taken to interpret or construe any of the terms of this Agreement or of the intentions of the parties in drafting and agreeing to these terms. The headings are included for organization and ease of reading.
15.9 This Agreement shall be governed by and construed in accordance with the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any dispute shall be initially addressed by the best efforts of the parties in direct communication, within 15 business days of the End User submitting a dispute to Birdhouse via email. For any unresolved dispute arising out of this Agreement, the parties attorn to the exclusive jurisdiction of the courts of the Province of Nova Scotia.
BY ENGAGING WITH US TO PROVIDE SERVICES FOR YOU, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.