The commercial agreement for self-serve and standard subscriptions: what we owe you, what you owe us, what will get an account suspended, and what happens when either side wants out. Enterprise agreements are negotiated on the Master Service Agreement and supersede these terms where they conflict.
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.
An executed Master Service Agreement or order form supersedes these terms for the customer that signed it. These terms govern where no negotiated agreement is in place.
Who is contracting with whom, and what forms part of the contract.
The service is provided by Novel Systems, a registered operating trade name and software technology division of Novel Blinds Inc., Toronto, Ontario, Canada. The contracting legal person is Novel Blinds Inc..
'You' means the organisation that opened the account. An individual accepting these terms warrants that they are authorised to bind that organisation.
These terms, the order form, the Privacy Policy, and any Data Processing Addendum together form the agreement. Where they conflict, the order form governs first, then the Master Service Agreement if one is executed, then these terms.
Term, price, what happens at renewal, and what happens when an invoice goes unpaid.
Subscription terms run 12 months by default and renew for equal periods unless either party gives written notice at least 30 days before the renewal date. Monthly plans renew monthly and may be cancelled with effect from the next billing date.
Cancellation is available in the administrative interface. Requiring a phone call to cancel something that could be started with a credit card is a retention tactic, not a process, and we do not operate one.
In plain terms: Auto-renews annually. 30 days notice to stop it, and you can cancel yourself without talking to anyone.
Fees are stated in CAD and are exclusive of applicable taxes. Annual prepayment attracts the published discount and is not refundable on early termination except as set out in §6.3.
A price change takes effect at renewal and is communicated at least 60 days beforehand — which is long enough to decline it, which is the point of the notice.
Seat and vehicle counts are trued up monthly. Adding capacity mid-term is prorated; removing capacity takes effect at the next renewal.
An invoice more than 30 days overdue may lead to suspension after written notice and a further seven days. Suspension disables access; it does not delete data, and the export path in §5.2 remains available throughout.
Interest on overdue amounts accrues at 1.5% per month, which is a debt collection mechanism rather than a revenue line, and is waived in practice where a dispute is raised in good faith and in writing.
Availability targets, support commitments, and what happens when we miss them.
Availability targets are tied to the subscribed plan: 99.9% on Standard through 99.99% on Enterprise, measured monthly and excluding scheduled maintenance announced at least 72 hours in advance.
Where a monthly measurement falls below target, service credits are applied automatically against the next invoice rather than on request. A credit a customer has to notice and claim is a credit designed not to be paid.
Support runs Novel Systems's published hours, with P0 incidents covered around the clock. Response commitments by severity are published on the support page and form part of this agreement.
Support covers the platform. It does not cover the customer's own network, devices, identity provider configuration, or third-party systems, although we will help identify which of those is at fault before saying so.
Features are added continuously and are published in the changelog. A change that removes or materially degrades a documented capability is announced at least 90 days in advance, and an API contract remains supported for twelve months after its successor ships.
We do not remove a capability a customer is measurably using without contacting that customer directly first.
The short list of things that are genuinely your side of the line.
You are responsible for the accuracy of your user list and for deprovisioning users who leave. Where SCIM is connected, that happens from your directory automatically, which is why we recommend it rather than merely supporting it.
Credentials and API keys must not be shared between integrations. Attribution in the audit log is only as useful as the discipline behind the keys.
You warrant that you have the right to place the data you place in the platform, including any workforce location data, and that you have met your own notice and consent obligations to the individuals concerned.
That obligation is worth reading twice if you intend to use field location history in an employment context. The platform makes the data available; the employment law question is yours.
The narrow set of things that will get an account suspended. It exists to protect other tenants on shared infrastructure, not to give us discretion over how you run your business.
This list is exhaustive rather than illustrative. There is no 'and anything else we consider inappropriate' clause.
Suspension for anything other than an active security threat is preceded by written notice and a remediation window of at least seven days. Where the threat is active — a credential in the open, an integration hammering production — we act first and explain within the hour.
Data export remains available during any suspension. Access to your own operating records is not a lever we are prepared to pull.
Who owns what, stated in one direction and then the other.
You own everything you put into the platform and everything the platform derives on your behalf: quotes, cut lists, job records, invoices, photographs, and the price books you author.
We hold a licence to process that data only to the extent required to operate the service for you, and that licence ends when the data is deleted.
We own the platform, the configuration engine, the dispatch optimiser, the documentation, and all improvements to them, including improvements suggested by you. Feedback is welcome and is not compensated — which is stated plainly here so that nobody sends a proposal expecting otherwise.
Either party may terminate for material breach that remains uncured 30 days after written notice. On termination for our breach, prepaid fees for the unused portion of the term are refunded.
After termination, your data remains exportable for 60 days, after which deletion proceeds on the schedule in the Privacy Policy.
The part written in the language of the clause it has to be, with a plain-language gloss beside it.
We warrant that the service will perform materially as described in the documentation, that we will not materially decrease its security during a paid term, and that we will provide it with reasonable skill and care.
Except as stated, the service is provided without further warranty of any kind to the extent permitted by law. Statutory rights that cannot be excluded are not excluded.
In plain terms: It will work as documented, and we will not quietly weaken its security while you are paying for it.
Neither party is liable for indirect, incidental, or consequential loss, or for loss of profit or anticipated saving, however arising.
Each party's aggregate liability is limited to the fees paid or payable in the twelve months preceding the claim. That cap does not apply to a breach of confidentiality, to a party's indemnity obligations, to fees owed, or to liability that cannot be limited at law.
In plain terms: The cap is one year of fees, both directions, with the usual carve-outs. It does not cover us for leaking your data.
This agreement is governed by the laws of Ontario and the federal laws of Canada applicable in it. The parties submit to the exclusive jurisdiction of the courts of Ontario.
Notices to us are effective by email to sales@novelsystems.ca and, where the matter is legal, by post to the registered address stated on your order form. Service-area business · no walk-in office.
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.