TopLeft Terms and Conditions

These are the binding terms and conditions of your subscription TopLeft Technologies Ltd., referred to as TopLeft.

Welcome to TopLeft! These terms outline our relationship with you as a customer of our software, hosting, and professional services. Please read them carefully. 

Subscription and Access

When you subscribe to TopLeft, you get a non-exclusive, non-transferable license to use our platform during your subscription term (monthly, annual, or multi-year). Details of your plan are included in your quote or dashboard. 

Payments & Billing

• Invoices are due upon receipt unless otherwise specified in your agreement. We will automatically charge the credit card on file unless you request a different billing method in advance. 

• SaaS subscriptions renew automatically for the same term unless canceled. 

• Professional services (e.g., implementation or custom projects) are billed as scoped and quoted, with payment schedules outlined in your service agreement. 

• Monthly managed services (e.g., Accelerator Group coaching) are billed monthly and renew automatically unless canceled with 30 days' notice. 

• You can cancel monthly SaaS plans anytime via the TopLeft dashboard or by emailing help@topleft.team. No refunds for unused time. 

• For annual/multi-year SaaS subscriptions, please provide 30 days' notice before renewal to avoid charges. 

• We don't issue cash refunds, but at our discretion, we may offer prorated account credits for unused time, valid for 12 months. 

If your account becomes overdue, we may suspend your access to the software or managed services until payment is received. Ongoing non-payment may lead to permanent termination and data deletion.

What You Own vs. What We Own

• You own any materials or technology you provide us (“Client Provided Technology”). 

• We own everything we build or provide as part of the services, including software, training materials, and deliverables (“TopLeft Material”). 

• You get a license to use our materials and services during your engagement but can’t resell, modify, reverse-engineer, or use them beyond what’s permitted. 

Confidentiality

We both agree to keep each other’s non-public, confidential, and proprietary information safe and private. “Confidential Information” includes any business, technical, or financial information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is marked confidential or would reasonably be understood to be confidential under the circumstances. 

The Receiving Party agrees to: 

• Use the Confidential Information only to fulfill its obligations under this Agreement; 

• Limit access to the Confidential Information to its employees, contractors, and advisors who need to know it and who are bound by similar confidentiality obligations; 

• Not disclose the Confidential Information to any third party without the Disclosing Party’s written consent, unless required by law (in which case the Receiving Party will notify the Disclosing Party if legally permitted). 

Confidentiality obligations do not apply to information that: 

• Was already lawfully known to the Receiving Party before disclosure; 

• Becomes publicly available through no fault of the Receiving Party; 

• Is independently developed without reference to the Disclosing Party’s information; 

• Is rightfully disclosed to the Receiving Party by a third party without restriction. 

These confidentiality obligations survive for three (3) years after the termination of this Agreement. 

Third-Party Info

You’re responsible for making us aware of any third-party confidentiality or compliance requirements. We’ll make reasonable efforts to comply, and you agree to indemnify us against issues unless we acted with gross negligence. This indemnity is subject to the limitations outlined in Section 6. 

Warranty, Liability & Data Security

• We guarantee our services will substantially align with the agreed scope of work. 

• If something’s off, we’ll fix it at no extra cost. 

• We don’t make guarantees about fitness for a particular purpose or the results you achieve. 

• Our liability is limited to what you paid us in the last 3 months. We’re not responsible for indirect, incidental, special, or consequential damages. 

• We implement commercially reasonable security measures to protect any personal data processed as part of the services. 

Your Equipment and Systems

You’ll provide any necessary credentials or tools we need to deliver services. Please don’t access our systems without permission or introduce malware. 

Acceptable Use

You agree not to use our services in connection with any illegal, harmful, or offensive activities. This includes (but isn’t limited to): hate speech, pornography, cybercrime, fraud, or violations of export laws. 

Publicity and Attribution

• We may reference your company as a customer unless you ask us not to. 

• You agree to let us include our branding or copyright notices where appropriate in the services or deliverables. 

Service Interruptions

We’re not responsible for downtime, data loss, or broken links. We'll do our best to avoid them, but stuff happens. 

Termination

Either party can end the agreement with 30 days' written notice, provided all obligations due at the time of termination are fulfilled. See Section 2 for specific cancellation terms based on the type of service. 

Accounts with overdue payments may be suspended or terminated, and related data may be deleted if the issue isn’t resolved. 

After cancellation, we retain your data as part of system backups for a reasonable period of time, after which it will be permanently deleted.

Legal Stuff

• This agreement is governed by the laws of British Columbia, Canada. 

• Legal disputes will be handled in British Columbia, Canada. 

• Neither party may assign this agreement without written consent from the other, except in connection with a merger, acquisition, or sale of substantially all assets. 

• If we waive a right once, it doesn’t mean we waive it forever. 

• This is our full agreement, and it overrides any previous conversations. 

Force Majeure

We’re not liable for delays or failure to perform due to events beyond our control—such as natural disasters, labor disputes, internet outages, war, terrorism, or governmental actions. 

Agreement Acceptance

By subscribing to or continuing to use TopLeft services, including software, hosting and professional services, you accept these terms.