RadProcess Subscription Terms (SaaS Agreement)

1. Description of Service

1.1 Access

During the term, we will make the Service available to you over the internet, on a subscription basis, solely for your internal business purposes.

1.2 Scope

The Service currently includes: product & catalog management; suppliers & RFQs; purchase orders and inbound; inventory & stock ledger; sales/CRM (leads, opportunities, quotes); integrated website module; admin & audit features — all as described from time to time in the RadProcess documentation.

1.3 No on-prem licence

This is not a sale or licence of our software; it's hosted SaaS.

2. Accounts, Tenants, Users

2.1 Tenant

When you sign up, we create a tenant for your organization. All data you create under that tenant belongs to that tenant.

2.2 Users

You may create user accounts within your tenant. You are responsible for (a) each user's actions, (b) keeping credentials secure, and (c) promptly disabling users who leave.

2.3 Authority

You confirm the individual accepting these Terms has the authority to bind the Customer.

3. Fees and Payment

3.1 Subscription Fee

The fee for the current plan is 1,600 CAD per month, per tenant, billed monthly in advance, unless we agree in writing on a different plan.

3.2 Automatic billing

You authorize us (or our payment processor, e.g. Stripe) to automatically charge the Subscription Fee and any applicable taxes to your card or payment method on file each month until the subscription is terminated.

3.3 Taxes

Fees are exclusive of any GST/PST/HST or other applicable taxes. If tax is applicable to your province or to the place you receive the Service, we will add it and you will pay it.

3.4 Failed payments

If payment fails, we may (a) suspend the Service, and/or (b) charge late fees or interest at the maximum rate permitted by BC law.

3.5 Fee changes

We may change fees for new billing cycles by giving you 30 days' notice to your admin email or in-app. Continued use after the effective date = acceptance of the new fee.

4. Term and Termination

4.1 Term

The subscription starts on the date you first subscribe and renews month to month automatically.

4.2 Your termination

You may terminate at the end of any billing month via the app or by written notice; the current month is not refundable.

4.3 Our termination/suspension

We may suspend or terminate if: (a) you fail to pay; (b) you breach Section 6 (AUP); or (c) we are legally required. We will try to give prior notice when practical.

4.4 Effect of termination

On termination, your access stops. We will retain your data for 30 days for export (see 5.4) unless the law requires longer; after that we may delete it.

5. Data, Privacy, and Exports

5.1 Your data

As between us and you, you own all business data, records, and files you upload or collect through RadProcess ("Customer Data").

5.2 Use of data

You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, and display Customer Data only to operate, secure, support, and improve the Service.

5.3 Privacy

Our handling of personal information is described in our Privacy Policy, which is incorporated by reference.

5.4 Export

While your subscription is active, you can export key entities (products, suppliers, POs, RFQs, customers, leads, quotes…) via the app or API. After termination we will provide a commercially reasonable export on request within 30 days, provided your account is not in arrears.

5.5 Location

Data may be hosted in Canada or another region we operate in; if you require Canada-only, we must agree to it in writing. See our Data Processing page for more details.

6. Acceptable Use

You must not:

• use the Service for unlawful, harmful, or infringing activities;
• attempt to probe or breach other tenants' data;
• resell or provide the Service to third parties as your own SaaS without our consent;
• overload or abuse the API or automation features beyond documented limits.

We may rate-limit, suspend, or remove content to protect the Service. For details, see our Acceptable Use Policy.

7. Service Levels and Support

7.1 Availability

We will use commercially reasonable efforts to keep RadProcess available 24×7×365, with reasonable maintenance windows.

7.2 Support

We provide support via the channels listed in the app or on our site (email/chat/support portal).

7.3 No guarantee for beta features

Preview/beta features are provided "as is" and may be changed or removed.

8. Security

We will maintain administrative, physical, and technical safeguards appropriate for a modern multi-tenant SaaS. You are responsible for the security of your own devices, networks, and user accounts. For details, see our Security page.

9. Intellectual Property

9.1 Ours

RadProcess, the underlying code, designs, and all improvements are and remain the exclusive property of RadExt Software Inc.

9.2 Yours

Your logos, product catalog, CRM records, and content you upload remain yours. You grant us the right to display your name/logo as a customer, unless you object in writing.

9.3 No reverse engineering

You may not reverse engineer, decompile, or create derivative works of the Service.

10. Confidentiality

Each party will keep the other's non-public information confidential and use it only to perform this Agreement. This does not apply to information that becomes public, was known without breach, or must be disclosed by law.

11. Warranties and Disclaimers

11.1

We warrant that we will provide the Service in a professional manner consistent with SaaS providers.

11.2

We do not warrant that the Service will be error-free or uninterrupted, or that it will meet your specific regulatory requirements.

11.3 AS IS (where allowed)

Except as expressly stated, the Service is provided "as is" and "as available".

12. Limitation of Liability

12.1 Indirect damages excluded

Neither party is liable for indirect, incidental, special, or consequential damages, or loss of profits or revenues.

12.2 Cap

Our total liability arising out of or related to the Service is limited to the fees you paid to us in the 3 months immediately before the event giving rise to the claim.

12.3 Exceptions

The above limits do not apply to your payment obligations or to your breach of IP/usage restrictions. This type of cap is standard in Canadian SaaS agreements.

13. Indemnity

You will indemnify and hold us harmless from third-party claims arising from (a) your Customer Data, (b) your violation of law, or (c) your use of the Service in breach of these Terms.

14. Changes to the Service or Terms

We may update the Service from time to time. We may also update these Terms; if we do, we will notify the admin user or post in-app, and the update will apply from the next billing cycle. If you keep using the Service after the effective date, you accept the new Terms. This "notice + continued use" approach is generally accepted for SaaS in Canada.

15. Governing Law and Venue

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties submit to the exclusive jurisdiction of the courts of British Columbia, located in Vancouver.

16. Electronic Acceptance

You agree that clicking an "I agree" button or similar in the sign-up flow forms a binding contract under the BC Electronic Transactions Act.

17. Entire Agreement

These Terms, together with any order page/plan selection and our Privacy Policy, form the entire agreement between you and RadExt Software Inc. regarding the Service and supersede all prior proposals or communications.