Terms of Service
Draft — pending legal review. Not yet in effect.
Version 0.1 · Effective date: pending counsel sign-off. This document is published for transparency and is not a binding agreement until a reviewed version takes effect.
These Terms of Service (the "Terms") govern access to and use of the Advirra client relationship management service (the "Service") provided by Miles Rae, operating as Advirra (Alberta, Canada — sole proprietorship) ("Advirra", "we") to the firm identified in the order flow (the "Customer", "you").
1. The Service
1.1 Advirra provides a hosted CRM for financial advisory firms, deployed as a dedicated instance for each Customer: a dedicated application container, a dedicated logical database with its own credentials, dedicated file storage, and a dedicated encryption key, all hosted in the AWS Canada (Central) region (ca-central-1).
1.2 The Service includes onboarding assistance ("concierge onboarding"), one-time data import of the Customer's existing book of business, and the support commitments in Section 7.
1.3 The Service is offered to firms carrying on business in Canada only.
2. Accounts and acceptable use
2.1 The Customer designates administrative users who manage its instance, including inviting and deactivating users and configuring branding.
2.2 The Customer is responsible for the accuracy of data it enters, for its users' compliance with these Terms, and for maintaining the confidentiality of credentials. Multi-factor authentication is available to all users and required for administrative users by default; the Customer may extend the requirement to all of its users.
2.3 The Customer must not: resell the Service; attempt to access another customer's instance or data; probe or test the security of the Service without written authorization; use the Service to store data unrelated to its advisory business; or use the Service in violation of applicable law.
3. Fees and payment
3.1 Setup fee. A one-time setup fee of CAD $1,500 is charged at checkout. It covers provisioning, concierge onboarding, and white-glove data import. The setup fee is non-refundable once onboarding has begun (onboarding begins at the earlier of the kickoff call or the start of data import). If Advirra has not begun onboarding, the Customer may cancel for a full refund of the setup fee.
3.2 Subscription. The subscription fee is CAD $75 per active user per month, or CAD $750 per active user per year when billed annually (equivalent to twelve months for the price of ten). "Active user" means any user account in the Customer's instance that has not been deactivated, including administrators.
3.3 Seat changes. Adding a user increases the subscription quantity immediately with prorated billing; deactivating a user decreases it. Seat counts are reconciled nightly against the instance; discrepancies are corrected on the next invoice.
3.4 Taxes. Fees are exclusive of taxes. GST/HST/QST are calculated and collected at checkout based on the Customer's billing address.
3.5 Payment processing is provided by Stripe. Advirra does not store payment card details.
4. Non-payment, suspension, and cancellation
4.1 Dunning. If a payment fails, Advirra retries collection for approximately 14 days and notifies the Customer's billing contacts.
4.2 Read-only. If payment is not collected by the end of the dunning period, the Customer's instance becomes read-only: users can view and export data, but cannot make changes. A banner in the instance explains the state and links to payment.
4.3 Cancellation for non-payment. If payment remains uncollected for approximately 30 further days, the subscription is cancelled and the instance's compute resources are decommissioned.
4.4 Voluntary cancellation. The Customer may cancel at any time from the billing portal; cancellation takes effect at the end of the current billing period, after which the instance moves directly to the export window.
4.5 Export window and deletion. After cancellation (either kind), the Customer's data remains available for export for 60 days. After the export window, all Customer data — database, files, and backups on their scheduled expiry — is deleted, the Customer's dedicated encryption key is scheduled for destruction, and Advirra provides written confirmation of deletion on request.
4.6 Reactivation. A cancelled Customer may reactivate free of setup charges within the 60-day export window (subscription resumes; the instance is re-provisioned from retained data). After deletion, returning customers are onboarded as new customers, including the full setup fee.
5. Customer data
5.1 The Customer owns its data. Advirra processes Customer data only to provide the Service, as described in the Privacy Policy and the Data Processing Addendum, which forms part of these Terms.
5.2 The Customer's data — including client personal information such as Social Insurance Numbers and know-your-client records — is stored in Canada (AWS ca-central-1). Sensitive identity fields are encrypted at the field level in addition to encryption at rest.
5.3 The Customer is responsible for having the legal authority (including client consents where required) to place its clients' personal information in the Service.
5.4 Export. The Customer may export its data at any time through the Service, and Advirra will provide a complete machine-readable export (database contents and uploaded files) on request during the term and the export window.
6. Service levels, backups, and continuity
6.1 Backups. Instances are backed up such that the maximum data loss in a recovery scenario (RPO) is 24 hours or less.
6.2 Recovery. In a disaster scenario, Advirra's target time to restore an instance (RTO) is 8 business hours or less, measured within support hours.
6.3 Advirra does not offer a contractual uptime credit at launch. Advirra targets high availability, performs maintenance outside support hours where practical, and reports incidents on its status page.
6.4 Scheduled maintenance is performed outside support hours where practical, with advance notice for disruptive changes.
7. Support
7.1 Support is included and provided through the in-app support channel and email. Support hours are 9:00 AM to 5:00 PM, America/Edmonton time, Monday through Friday, excluding Alberta statutory holidays.
7.2 First response target: 4 business hours, measured within support hours (a ticket opened at 4:30 PM Friday receives a response by approximately 12:30 PM the next business day).
7.3 Security incidents affecting the Customer are handled under the incident-response process summarized in the Security Overview and are not limited to support hours.
8. Security
8.1 Advirra maintains the administrative, technical, and physical safeguards described in the Security Overview, including per-customer isolation, encryption in transit and at rest, customer-dedicated encryption keys, multi-factor authentication, audit logging, and access controls under which Advirra staff have no standing access to Customer databases (time-boxed, logged, reasoned break-glass access only).
8.2 Advirra will notify the Customer of a confirmed breach of security safeguards involving the Customer's data without undue delay, as detailed in the DPA.
9. Intellectual property
9.1 Advirra retains all rights in the Service. The Customer receives a non-exclusive, non-transferable right to use the Service for its internal business during the term.
9.2 The Customer retains all rights in its data and its trademarks. The Customer grants Advirra a limited licence to display the Customer's name, logo, and brand colours within the Customer's own instance and its outbound email, solely to provide the branding features of the Service.
9.3 The Service displays a "Powered by Advirra" attribution in the application and in outbound email footers.
10. Term and termination
10.1 These Terms apply from first checkout until the Customer's data is deleted under Section 4.5.
10.2 Either party may terminate for material breach uncured within 30 days of written notice. Advirra may suspend immediately for security risk, suspected unlawful use, or abuse of the Service, with notice.
10.3 Sections that by nature survive (fees owed, confidentiality, data handling through deletion, liability limits) survive termination.
11. Warranties and liability
11.1 The Service is provided on a commercially reasonable efforts basis. Except as expressly stated, the Service is provided "as is" and Advirra disclaims implied warranties to the maximum extent permitted by law.
11.2 The Service is practice-management software. It does not provide investment, legal, tax, or compliance advice, and the Customer remains solely responsible for its own regulatory obligations (including CIRO record-keeping and suitability obligations).
11.3 To the maximum extent permitted by law, Advirra's total aggregate liability arising out of or relating to these Terms is limited to the fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim.
11.4 Neither party is liable for indirect or consequential damages, to the extent permitted by law.
12. General
12.1 Governing law: Alberta, Canada and the federal laws of Canada applicable therein.
12.2 Advirra may update these Terms with at least 30 days' notice for material changes; continued use after the effective date constitutes acceptance. Fee changes never apply retroactively and take effect at the next renewal.
12.3 Notices to Advirra: legal@advirra.ca. Notices to the Customer: the administrative and billing contacts on file.
12.4 The Customer may not assign these Terms without consent, except to an affiliate or successor in a merger or asset sale, with notice.
Related documents: Privacy Policy · Data Processing Addendum · Security Overview