Terms of service

These terms of service ("Terms") govern the use of the Modulix software and related services that Zantrey provides to business customers, whether as a hosted service or as software the customer runs itself, and the use of the zantrey.com website.

1. Definitions

In these Terms:

• "Zantrey", "we" and "us" mean 12565544 Canada Inc., which does business as Zantrey.
• "Customer" and "you" mean the business or organization named in the Order Form, or that otherwise accepts these Terms.
• "Order Form" means a quote, order form or similar document, accepted by both parties, that sets out the Services you buy, their scope, the Fees and the Subscription Term.
• "Cloud Service" means Zantrey Cloud, the hosted version of Modulix that we operate for you.
• "Self-Hosted Software" means the Modulix software, including updates, that we supply for you to install and run on infrastructure you control.
• "Services" means the Cloud Service, the Self-Hosted Software, and any support, onboarding or other services described in an Order Form.
• "Documentation" means the user and technical documentation we publish for the Services, including at docs.zantrey.com.
• "Customer Data" means the data, including personal data, that you or your Users enter into or upload to the Cloud Service.
• "Users" means the individuals you authorize to use the Services, such as your employees and contractors.
• "Fees" means the amounts payable for the Services under an Order Form.
• "Subscription Term" means the period stated in an Order Form, including any renewal.

2. The agreement

These Terms, each Order Form, the Acceptable use policy and, for Cloud Service customers, the Data processing addendum form the agreement between you and Zantrey (the "Agreement"). You accept the Agreement by signing or accepting an Order Form or by using the Services. The person accepting it on your behalf confirms that they have authority to bind you.

If documents conflict, the following order applies: the Order Form, then the Data processing addendum (on matters of data protection), then these Terms, then the Acceptable use policy. Terms in your purchase orders or similar documents do not apply, even if we accept or sign them.

The Services are offered to businesses only. You confirm that you are acquiring them for business purposes and not as a consumer.

3. The Cloud Service

During the Subscription Term, we will make the Cloud Service available to you and your Users for your internal business purposes, in line with the Order Form and the Documentation. We may improve and change the Cloud Service over time, but we will not materially reduce its overall functionality during your Subscription Term. Any service levels and support terms are those stated in your Order Form.

4. Self-Hosted Software

Licence. Subject to the Agreement and payment of the Fees, we grant you, for the Subscription Term, a non-exclusive, non-transferable, non-sublicensable licence to install and use the Self-Hosted Software on servers you control, or that a hosting provider operates on your behalf, solely for your internal business purposes and within the scope (such as Users, companies, environments or modules) stated in your Order Form. You may make the copies reasonably needed for testing, backup and disaster recovery.

Restrictions. You may not sell, rent, sublicense or distribute the Self-Hosted Software, offer it to third parties as a hosted or managed service, use it beyond the scope of your Order Form, remove proprietary notices, or circumvent any licence controls.

Your responsibilities. You are responsible for installing, configuring, operating, securing, updating and backing up your installation and the infrastructure it runs on, including your database server. Zantrey has no access to a self-hosted installation or the data in it unless you give us access, for example to receive support, and then only to the extent and for as long as you allow.

Updates and support. During the Subscription Term, you are entitled to the updates we make generally available and to the support described in your Order Form. We support the versions stated in the Documentation.

Third-party components. The Self-Hosted Software may include open-source or third-party components that are licensed under their own terms. Those terms govern your use of those components to the extent they require it, and nothing in these Terms restricts rights you have under them.

End of licence. When the licence ends, you must stop using the Self-Hosted Software and delete all copies, other than copies you must keep by law or that sit in routine backups until they are overwritten. Your own data remains yours and you keep it.

5. Accounts and Users

You are responsible for your Users and for everything done under your accounts, including through API keys and integrations you create. You must keep sign-in credentials confidential, make sure each User has their own account, and tell us promptly at legal@zantrey.com if you become aware of unauthorized access. Your Users must comply with the Agreement, and you are responsible for any breach by them.

6. Acceptable use

You and your Users must use the Services lawfully and in line with the Acceptable use policy. You may not reverse engineer, decompile or disassemble the Services, except to the extent the law expressly permits it despite this restriction, use them to build a competing product, or try to access parts of the Services or other customers' data that you are not authorized to access.

7. Customer Data

Ownership. As between the parties, you own all Customer Data. You grant Zantrey a non-exclusive licence to host, copy, process and display Customer Data only as needed to provide, secure and support the Services and as otherwise instructed by you.

Your responsibilities. You are responsible for the accuracy and lawfulness of Customer Data and for having the rights, notices and consents needed for us to process it under the Agreement.

Data protection. We process personal data within Customer Data as your processor under the Data processing addendum, which forms part of the Agreement for Cloud Service customers. Our Privacy policy explains how we handle the personal data for which we are the controller.

Export. You can export Customer Data at any time during the Subscription Term using the export features and API of the Cloud Service, in the formats described in the Documentation.

Usage information. We may collect technical information about how the Services are used, such as performance metrics and feature usage, to operate, secure and improve them. When we use it for purposes other than operating and supporting your account, we use it only in aggregated or de-identified form that does not identify you or your Users.

8. Fees, invoicing and taxes

Fees. Fees are those set out in your Order Form, based on the quote we provide. Unless the Order Form says otherwise, Fees are invoiced annually in advance and are non-refundable except as stated in these Terms.

Payment. Invoices are due within 30 days of the invoice date, in the currency stated in the Order Form. Overdue amounts may bear interest at 1% per month or the highest rate the law permits, whichever is lower, from the due date until paid.

Taxes. Fees exclude taxes. You are responsible for all sales, use, value added, goods and services and similar taxes and duties on the Services, other than taxes on Zantrey's income. Where we are required to collect a tax, we will show it on the invoice. If you are required by law to withhold tax, you will increase your payment so that we receive the amount invoiced.

Disputes. If you dispute an invoice in good faith, tell us in writing before its due date and pay the undisputed part. We will work with you to resolve the dispute promptly.

9. Term, renewal and termination

Term and renewal. The Agreement starts when you first accept it and continues while any Order Form is in effect. Unless the Order Form says otherwise, each Subscription Term renews automatically for a period equal to the previous term, unless either party gives notice of non-renewal at least 30 days before the end of the current term. We will tell you about any change to the Fees at least 60 days before the renewal to which it applies.

Termination for breach. Either party may terminate the Agreement or an Order Form by written notice if the other party materially breaches the Agreement and does not cure the breach within 30 days of receiving written notice describing it. Either party may also terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership or similar proceedings.

Effect of termination. When the Agreement or an Order Form ends, your right to use the affected Services ends. If you terminate for our uncured material breach, we will refund any prepaid Fees for the remainder of the Subscription Term. If we terminate for your uncured material breach, any unpaid Fees for the remainder of the Subscription Term become due.

Customer Data after termination. For 30 days after the Cloud Service ends, you may export Customer Data, and we will keep the export features, or an export of your data on request, available for that purpose. After those 30 days, we will delete Customer Data from our live systems within a further 30 days. Copies held in backups are deleted when the backups are rotated out, within 35 days, and data we must keep by law remains protected under the Agreement until it is deleted.

Survival. Provisions that by their nature should continue after termination continue, including those on fees owed, confidentiality, disclaimers, limitation of liability, indemnities and general terms.

10. Suspension

We may suspend access to the Cloud Service, in whole or in part, if your use breaches the Acceptable use policy or creates a security risk or a risk of harm to the Services, other customers or third parties, if the law requires it, or if an undisputed invoice is more than 30 days overdue after we have notified you. We will give you advance notice where reasonably possible, limit the suspension to what is necessary, and restore access promptly once the cause is resolved. Fees remain payable during a suspension caused by you.

11. Confidentiality

"Confidential Information" means non-public information that one party (the "discloser") shares with the other (the "recipient") and that is marked as confidential or that a reasonable person would understand to be confidential, including Customer Data, the terms of Order Forms, pricing, and non-public information about the Services. It does not include information that is or becomes public without the recipient's fault, that the recipient already knew or developed independently, or that it lawfully received from a third party without a duty of confidentiality.

The recipient will use the discloser's Confidential Information only to perform the Agreement, protect it with at least reasonable care, and disclose it only to its employees, contractors and advisers who need to know it and are bound by confidentiality obligations at least as protective as these. The recipient may disclose Confidential Information where the law requires it, after giving the discloser prompt notice where legally permitted. These obligations continue for five years after the Agreement ends, and for as long as the information remains a trade secret or, for Customer Data, for as long as we hold it.

12. Intellectual property and feedback

Zantrey and its licensors own all rights in the Services, the Documentation and the Modulix software, including all improvements to them. Apart from the rights expressly granted in the Agreement, no rights are granted to you. If you give us suggestions or feedback, we may use them freely without any obligation to you, provided we do not identify you or disclose your Confidential Information.

13. Warranties and disclaimers

Mutual. Each party warrants that it has the authority to enter into the Agreement.

Our warranties. We warrant that, during the Subscription Term, the Services will perform materially as described in the Documentation, and that we will provide any professional services with reasonable skill and care. If the Services do not conform to this warranty and you tell us during the Subscription Term, we will use reasonable efforts to correct the non-conformity. If we cannot do so within a reasonable time, either party may terminate the affected Order Form, and we will refund the prepaid Fees for the remainder of its Subscription Term. This is your sole remedy for breach of this warranty. The warranty does not apply to problems caused by modifications, infrastructure or software not provided by us, including the infrastructure on which you run the Self-Hosted Software, or by use contrary to the Documentation.

Pre-release features. Features we label as beta, preview or similar are provided as is, may change or be withdrawn, and are excluded from any warranty and service level.

Disclaimer. Except as expressly stated in the Agreement, and to the fullest extent the law allows, the Services are provided "as is", and Zantrey disclaims all other warranties and conditions, whether express, implied or statutory, including those of merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Services will be uninterrupted or error-free. The Services help you keep records and produce reports, including accounting, tax and payroll information, but they do not provide legal, tax or accounting advice, and you remain responsible for your filings and decisions.

14. Limitation of liability

Exclusion of indirect damages. To the fullest extent the law allows, neither party is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, business, goodwill or anticipated savings, however caused, even if it was advised of their possibility.

Cap. To the fullest extent the law allows, each party's total liability arising out of or relating to the Agreement is limited to the Fees paid and payable by you to Zantrey under the Agreement in the 12 months before the event giving rise to the claim.

Exceptions. The exclusion and the cap do not apply to your obligation to pay Fees, to a party's indemnity obligations under section 15, to liability for fraud, gross negligence or wilful misconduct, or to any liability that cannot be limited or excluded by law.

15. Indemnities

By Zantrey. We will defend you against any third-party claim alleging that the Services, as provided by us and used in accordance with the Agreement, infringe that third party's intellectual property rights, and pay the damages and costs finally awarded or agreed in settlement. If such a claim is made or appears likely, we may obtain the right for you to continue using the Services, modify them so that they no longer infringe, or, if neither is reasonably possible, terminate the affected Services and refund the prepaid Fees for the remainder of the Subscription Term. We have no obligation for claims arising from Customer Data, from modifications or combinations not made by us, or from use in breach of the Agreement.

By the Customer. You will defend Zantrey against any third-party claim arising from Customer Data or from your or your Users' use of the Services in breach of the Agreement or the law, and pay the damages and costs finally awarded or agreed in settlement.

Procedure. The indemnified party must notify the other promptly of the claim, give it sole control of the defence and settlement (provided that no settlement may impose obligations on the indemnified party without its consent, which it will not unreasonably withhold), and provide reasonable cooperation at the indemnifying party's expense. This section states each party's entire liability, and the exclusive remedy, for the third-party claims it covers.

16. Changes to these Terms

We may update these Terms from time to time. We will publish the updated version on this page with a new effective date and, for changes that materially and adversely affect you, give you at least 30 days' notice by email or in the product before they take effect. During an active Subscription Term, such changes apply from the start of your next renewal, unless they are required by law or relate only to new features. The terms of a signed Order Form can be changed only in writing signed by both parties.

17. Use of the website

You may use zantrey.com to learn about our products and to contact us. The content of the website is provided for information only and may change at any time. It does not form part of the Agreement unless an Order Form refers to it. Links to third-party sites are provided for convenience, and we are not responsible for their content.

18. Governing law and disputes

The Agreement, and any dispute arising out of or relating to it, is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict-of-law rules. The courts of Ontario, sitting in Toronto, have exclusive jurisdiction, except that either party may seek urgent injunctive relief in any competent court. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Before starting proceedings, the parties will try in good faith to resolve the dispute through discussion between senior representatives for at least 30 days, except where urgent relief is needed.

19. General

• Notices. Notices under the Agreement must be in writing and sent by email or post. Notices to Zantrey go to legal@zantrey.com or by post to 12565544 Canada Inc., Attention: Legal, 7030 Woodbine Ave, Suite 500, Markham, Ontario L3R 6G2, Canada; notices to you go to the contact in your Order Form or the account owner's email address. Notices are effective when received.
• Assignment. Neither party may assign the Agreement without the other's prior written consent, which will not be unreasonably withheld, except to a successor in a merger, acquisition or sale of all or substantially all of the relevant business or assets, on notice to the other party.
• Subcontractors. We may use subcontractors and sub-processors to provide the Services and remain responsible for their performance.
• Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, other than payment obligations.
• Compliance. Each party will comply with the anti-corruption, export control and sanctions laws that apply to it in connection with the Services.
• Publicity. We will not use your name or logo in our marketing without your prior written consent.
• Independent parties. The parties are independent contractors. The Agreement does not create a partnership, agency or employment relationship.
• No third-party beneficiaries. The Agreement benefits only the parties to it.
• Severability and waiver. If any provision is found unenforceable, the rest of the Agreement remains in effect. A failure to enforce a provision is not a waiver of it.
• Entire agreement. The Agreement is the entire agreement between the parties on its subject and supersedes all prior agreements and discussions about it.

20. Contact

Questions about these Terms: legal@zantrey.com, or 12565544 Canada Inc. (Zantrey), 7030 Woodbine Ave, Suite 500, Markham, Ontario L3R 6G2, Canada. These Terms are effective as of October 19, 2026.