Limitation of Liability and Indemnity
Seller: Accountants Expert, operated by BOMCAS Canada. The seller has not published a street address or a registration number on this page. Write to licences@accountantsexpert.com.
1. The cap
To the maximum extent the law allows, the seller's total liability arising out of the website, a calculator, a plan, or these policies, whether in contract, tort, statute, or otherwise, is limited to the fees the buyer actually paid the seller for the relevant product in the twelve months before the claim arose. If the claimant paid nothing in those twelve months, the cap is zero for that claimant, except where a mandatory law requires a different minimum. The cap is an aggregate cap, not a cap per incident that resets the next day.
The cap applies to the seller and to the seller's directors, staff, and contractors, to the extent a claim is brought against them for the same facts. It applies even if the seller has been advised of the possibility of the loss. It does not apply where a mandatory law says a cap of this kind is void, including a cap that would limit liability for death or personal injury caused by negligence where the governing law forbids that limit, or a cap that would limit a consumer's non-waivable statutory damages.
2. What is excluded
To the maximum extent the law allows, the seller is not liable for indirect, incidental, special, consequential, or punitive loss. That includes lost profit, lost revenue, lost goodwill, a lost client, the cost of a substitute product, a penalty or interest assessed by a tax authority, and the cost of reconstructing data. It includes a payroll amount that was paid because a user relied on an estimate without verifying it. It includes a filing position a firm took because a calculator showed a figure.
The exclusion applies whether or not the loss was foreseeable. It does not apply to the extent a mandatory consumer law says the exclusion is unfair and unenforceable. A business user who relies on an estimate for a client does so at their own risk, subject only to the cap and to rights that cannot be waived.
3. As is
The website, the calculators, the rate files, the updates, and the support are provided as is and as available. The seller disclaims all warranties, representations, and conditions, express, implied, or statutory, including merchantability, fitness for a particular purpose, title, and non-infringement, to the extent the law allows the disclaimer. The seller does not warrant that a rate is accurate, complete, or current on the morning a statute is amended. The seller does not warrant that the software will meet the buyer's requirements or that defects will be corrected on a given day.
A statutory warranty that cannot be disclaimed, including a consumer guarantee that the law of the buyer's province or country refuses to let a seller waive, remains in force. Where such a law allows the seller to limit the remedy, the seller limits the remedy to, at the seller's option, resupply of the digital product or a refund of the fees paid for the affected term, and that limit is itself subject to the mandatory law.
4. Force majeure
The seller is not liable for a delay or a failure caused by an event beyond the seller's reasonable control. That includes a failure of Hostinger or another host, a failure of Stripe or PayPal, a failure of the email provider, a denial-of-service attack, a labour dispute, a change in law that makes performance unlawful, a power failure, and a government order. The seller will try to restore the service within a reasonable time after the event ends. A force majeure event does not require a refund of a term that was supplied before the event, and it does not extend a paid term unless the seller says so in writing.
If a force majeure event stops the update service for more than thirty consecutive days, a buyer with a current paid term may cancel auto-renewal and the cancellation rules apply. That right is in addition to any mandatory consumer right. It is not a right to a refund of the current term unless the Refund and Cancellation Policy or a statute requires one.
5. Indemnity
The buyer will indemnify the seller against claims, losses, and reasonable legal fees arising out of the buyer's breach of these policies, the buyer's use of a calculator result in a filing or a payroll run, the buyer's client relationship, content the buyer sends, or a site the buyer activates. The indemnity covers a claim by the buyer's client that the client was badly advised, where the advice was the buyer's and the software was only an estimate. The seller will give the buyer prompt notice of a claim that the indemnity covers, where the law allows the seller to do so.
The indemnity does not require the buyer to indemnify the seller for the seller's own fraud or for a liability a mandatory consumer law says cannot be shifted onto the consumer. A consumer's indemnity is limited to the consumer's breach and to the consumer's misuse, and only to the extent the law allows. The seller will not use this indemnity to defeat a non-waivable consumer remedy.
6. Class actions and arbitration
Where the law allows it, disputes will be resolved by individual arbitration in Alberta, in English, under the Arbitration Act, RSA 2000, c A-43, and not in a class action. The buyer waives any right to participate in a class action against the seller, to the extent that waiver is enforceable. A court of competent jurisdiction in Alberta may enter judgment on the award. Either party may still seek an injunction in court for misuse of intellectual property or for a breach of confidentiality.
This section is not enforceable against a consumer in Quebec. Quebec law, including the Consumer Protection Act, CQLR c P-40.1, does not allow a merchant to require a Quebec consumer to arbitrate or to waive a class action in the way a non-consumer might. A Quebec consumer may sue in the courts of Quebec and may participate in a class action to the extent Quebec law allows. This section also does not apply where the law of another province or country refuses to enforce a class-action waiver or a pre-dispute arbitration clause against a consumer. In those places, the consumer may use the forum the mandatory law provides.
A business buyer that is not a consumer is bound by this section to the extent the governing law enforces it. If a court finds the arbitration clause unenforceable against a particular business buyer, the rest of these policies stay in force and the courts of Alberta have jurisdiction, subject to any mandatory forum rule.
7. Claims and time
A claim must be brought within one year after the claimant knew or ought to have known the facts, unless a mandatory limitation statute gives a different period that cannot be shortened. The Alberta Limitations Act, RSA 2000, c L-12, and any federal limitation rule that applies, govern where they cannot be altered. This section does not shorten a period that a consumer statute says cannot be shortened.
Before starting arbitration or a lawsuit, the claimant should write to licences@accountantsexpert.com and describe the claim. The parties will spend fifteen days trying to resolve it. That step is not a condition that defeats a claim if the seller does not respond, and it is not required where a limitation period would expire during the fifteen days. It is a practical step, not a waiver of a mandatory right.
8. Severability and the whole bargain
If a term in this page cannot be enforced, the rest remains. The unenforceable term is read down to the extent needed to make it valid, if that can be done without changing the commercial bargain. These policies, the plan selected at checkout, and the consents the buyer gave are the entire agreement. They replace earlier marketing sentences on the same subject. A term that must be in writing under a statute is not created by a support chat.
The effective date and version are at the top of this page. A later version applies as the Terms of Service describe. The buyer should read this page with the Disclaimer, because the cap assumes the buyer was told the figures are estimates and not advice.
9. How the cap is calculated
Fees paid means amounts the seller actually received for the product that gave rise to the claim, in Canadian dollars, excluding taxes the seller remitted and excluding amounts the seller refunded. A coupon reduces the fees paid. A chargeback that the seller lost reduces the fees paid. Twelve months is counted back from the day the claim arose, which is the day the claimant knew the facts, not the day they send the letter. Separate products are separate caps if the seller sells more than one product. A claim about the website by a person who never paid is subject to a zero cap except where a mandatory law requires otherwise.
The cap is a limitation of the amount, not an admission that the seller is liable. The seller may still deny the claim. The exclusions and the cap apply together. A loss that is excluded does not become recoverable up to the cap. A loss that is not excluded is still limited by the cap. If a court refuses to apply the cap to a particular head of loss because a statute says so, the cap continues to apply to the rest.
10. How these words are used
Headings are for convenience. They do not change the operative text. “Including” means “including without limitation”. The singular includes the plural and the other way around. “Writing” includes email. A reference to a statute is to that statute as amended, and to any regulation made under it. A reference to a person includes a natural person, a corporation, a partnership, and any other entity. If a word is defined in this document, that definition applies wherever the word is used, unless the sentence says otherwise.
If a translation of this page is published, the English text controls. If a page on the site summarises this document in shorter words, this document controls where they differ. A failure to enforce a term on one occasion is not a waiver. A waiver must be in writing to be effective, and it applies only to the breach it names. The seller may assign this document to a successor of the business. The buyer may not assign a licence or an account without the seller’s prior written consent, except where a mandatory law says otherwise.
If a court finds that one term cannot be enforced, the rest of the document stays in force. The invalid term is modified to the minimum extent needed to make it valid, if a modification can do that without changing the bargain. This document, together with the other policies named in it and the plan the buyer selected at checkout, is the entire agreement on its subject. It replaces earlier oral statements and earlier website summaries about that subject. A purchase order or a buyer’s standard terms do not amend it unless the seller signs a document that says they do.
Days are calendar days unless a section says business days. A business day is a day other than a Saturday, a Sunday, or a statutory holiday in Alberta. Notices to the seller are sent to licences@accountantsexpert.com and are effective when the email is received, or on the next business day if it arrives outside ordinary business hours. Notices to the buyer are sent to the email on the account and are effective when sent, unless the message bounces and the seller has another address on file. The buyer must keep that email address current.
11. Governing law and mandatory rights
Accountants Expert, operated by BOMCAS Canada offers the website, the calculators, and the paid plans from Alberta, Canada. This document is governed by the laws of Alberta and the federal laws of Canada that apply in Alberta. The courts of Alberta have jurisdiction, subject to the dispute section of the Limitation of Liability and Indemnity and to any mandatory rule that lets a consumer sue or be sued at home.
Nothing in this document limits a right that a statute says cannot be limited. That includes mandatory protections for a consumer in the buyer’s province or country. For a consumer in Quebec, the Consumer Protection Act, CQLR c P-40.1, applies where it must, and a term that conflicts with it is read down. For a consumer in the European Union, the mandatory parts of Directive 2011/83/EU on consumer rights, as implemented in the buyer’s member state, and the mandatory parts of the digital-content rules that apply to that buyer, are preserved. For a consumer in the United Kingdom, the mandatory parts of the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 are preserved.
Where those laws give a consumer a right to withdraw from a distance contract for digital content, the buyer is asked at checkout to request immediate supply and to acknowledge that the withdrawal right ends once supply of the digital licence begins. That request and acknowledgement do not apply where a mandatory law keeps the withdrawal right, including for a consumer in Quebec. A business buyer who is not a consumer does not receive consumer withdrawal rights.
The seller does not claim a professional designation, a certification, or a membership on these pages. The calculators are software. They are not a filing, a ruling, or a retainer. Dispute resolution, the class-action waiver, and arbitration are described in the Limitation of Liability and Indemnity. They are not enforceable against a Quebec consumer where the law of Quebec refuses them. They also do not apply where the law of the buyer’s province or country refuses a waiver of a class action or a requirement to arbitrate.
12. Changes, records, and survival
The seller may update this document by posting a new version with a new version number and a new effective date. The version line at the top of the page is the version in force. A material change to a paid plan is also handled in the Terms of Sale, including notice before a renewal price changes. Continued use of a free page after the effective date is acceptance of the new website terms. A paid subscription keeps the commercial terms accepted at the start of the current paid term until that term renews, except where a change is required by law or is needed to stop abuse.
The site consent bar asks again when the policy version changes. A previous acceptance stored in the cookie, in local storage, or in the consents table does not cover a later version. Checkout keeps its own consent screen. Accepting the bar does not replace the checkboxes at checkout, and the checkboxes at checkout do not replace the bar.
Terms that by their nature should survive the end of a subscription do survive. That includes accrued payment obligations, the refund rules for a period already paid, the licence restrictions on a copy already received, the disclaimer, the limitation of liability, the indemnity, the governing-law clause, and the sections needed to interpret them. The end of a subscription does not erase a record the seller must keep for tax, accounting, or a legal claim.
The contact for every policy on this site is licences@accountantsexpert.com. Support about a licence key or a download may also be handled from My Account. Do not send a client’s tax return, a social insurance number, or a full licence key to that address. Send the account email and a description of the issue.
These pages are written for customers of Accountants Expert. They are not a legal opinion and they are not a certification. Have them reviewed by a lawyer before you rely on them.
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