The negotiated agreement used for Enterprise subscriptions. This is the framework document: the order form attaches to it and states the commercial specifics. It is published in full so that a procurement team can start its review before a sales conversation rather than after one.
Read this before you rely on anything below
These documents describe the terms on which Novel Systems operates the platform. They are published so that a buyer can evaluate the commitments before a call, not as a substitute for the agreement you sign. Where an executed order form, master service agreement, or data processing addendum differs from anything below, the executed document governs.
This is our starting template, not a fixed instrument. Redlines are expected and are negotiated with the customer's counsel; the executed version, not this page, is the agreement.
How this document, the order form, and the addenda fit together.
This MSA sets the framework. Each order form incorporates it by reference and states the commercial specifics: term, fees, seat and vehicle counts, availability tier, and any negotiated variation.
Where documents conflict, precedence runs: the order form, then any executed addendum, then this MSA, then the Terms of Service. A negotiated variation in an order form always wins over the template it varies.
Three addenda are available and are executed alongside the MSA where a customer requires them.
Scope, implementation, and the acceptance question that decides when billing starts.
We provide the subscribed modules for the term stated on the order form, to the seat and vehicle counts stated on it, at the availability tier stated on it.
Enterprise subscriptions are provisioned on a single-tenant cluster. Tenant isolation on shared infrastructure is enforced at the query layer regardless of tier; the single-tenant cluster is an availability and performance commitment rather than a security one, and we describe it that way rather than selling it as both.
Implementation scope, milestones, and customer-side resourcing commitments are stated in a statement of work attached to the order form. Where the customer's own commitments in that SOW are not met, dates move — which is stated here because an implementation that slips on the customer side and is billed as if it had not is the most common source of a first-year dispute.
Subscription fees begin on the go-live date stated in the SOW, or ninety days after the effective date, whichever is earlier.
In plain terms: Billing starts at go-live, or ninety days in, whichever comes first. Both sides have to hold up their end of the implementation plan.
The section a procurement reviewer opens first, so it is written to be read first.
We maintain an information security programme with administrative, technical, and physical safeguards appropriate to the sensitivity of the data, including encryption in transit and at rest, least-privilege access, logged and time-bounded production access, and annual third-party penetration testing.
We will not materially decrease the security of the service during a paid term. Where a control changes, the change is documented and available to the customer.
Customers receive the current security documentation package on request, and a summary of penetration test findings and remediation status annually.
SOC 2 Type II is in progress. Until the report exists we say so in this document rather than offering a certification we do not hold; on completion, the report will be provided under NDA and will satisfy the audit obligation in this clause. A customer with a regulatory requirement for an on-site or questionnaire-based audit may exercise it once annually on reasonable notice.
Confirmed security incidents affecting the customer's data are notified within 72 hours of confirmation, with a written report covering scope, cause, and remediation within ten business days.
Operational incidents follow the published severity ladder, beginning at P0 for a total loss of service.
Fees, true-up, and the two mechanics that cause most mid-term friction.
Fees are stated on the order form in CAD, exclusive of applicable taxes, and are invoiced annually in advance unless the order form states otherwise. Payment terms are net 30 from invoice date.
Renewal pricing is communicated at least 60 days before the renewal date, and any uplift is capped at the rate stated on the order form.
Seat and vehicle counts are measured monthly against the contracted entitlement. Growth beyond entitlement is invoiced quarterly in arrears at the order form rate, prorated to the remaining term.
Usage below entitlement is not credited mid-term. That asymmetry is deliberate and disclosed here rather than discovered later — the contracted floor is what the pricing is built on.
How this ends, including the version where it ends badly.
Either party may terminate for material breach uncured 30 days after written notice, or immediately on the other party's insolvency.
The customer may terminate for convenience at the end of any term on the notice period stated on the order form. Mid-term termination for convenience does not entitle a refund of prepaid fees.
On termination for any reason, tenant data remains exportable for 60 days in CSV and JSON, including relational structure. Deletion then proceeds within 30 days across primary storage and within 35 days as backups roll off, with written confirmation on request.
Where the customer requires migration assistance beyond the standard export, it is available at the professional services rate on the order form. The standard export itself is never chargeable.
In plain terms: You leave with your data, in a usable format, at no cost, within 60 days.
Confidentiality, intellectual property, limitation of liability, exit assistance, and governing law survive termination. Everything else ends with the term.
The standard clauses, kept short because length here signals nothing but drafting habit.
Each party protects the other's confidential information with at least the care it applies to its own, and no less than reasonable care. Obligations survive for three years after termination, and indefinitely for personal information and trade secrets.
Neither party names the other in marketing without prior written consent. Consent for a logo, a case study, or a reference call is asked for specifically each time rather than granted once in this clause — which is why this clause is short.
Governed by the laws of Ontario and the federal laws of Canada applicable in it, with exclusive jurisdiction in the courts of Ontario.
Contractual notices are effective by email to sales@novelsystems.ca with written confirmation to the registered address on the order form. Neither Novel Systems nor Novel Blinds Inc. maintains walk-in premises, so no service address is published here.
Questions, or a redline
Questions about these documents go to privacy@novelsystems.ca for privacy matters and sales@novelsystems.ca for commercial terms. Security disclosures go to security@novelsystems.ca.
Procurement teams are welcome to send this document to counsel before speaking to anyone here. That is why it is published rather than gated behind a form.