Terms of Service — Canada

Effective September 30, 2026 · Cerrax Ltd, registered in England and Wales, company no. 17360016, 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom · ICO registration no. ZC207548

1. These terms

These terms govern use of the Cerrax product by a moving company in Canada. By using the service you agree to them. If you're agreeing on behalf of a corporation, partnership or other business, you confirm you're authorized to do so. These terms are for business use: they are not a consumer contract, and you are agreeing in the course of your business. Accepting these terms online is how you sign them, and you consent to dealing with us electronically, as the federal and provincial electronic commerce laws — and in Quebec the Act to establish a legal framework for information technology — allow.

The Privacy Policy and the Data Processing Agreement form part of this agreement and are presented to you with these terms when you sign up. These terms also cover API keys you create in your own account. If documents conflict: a separate written agreement signed by both of us (for example a pilot or licence agreement) comes first, then the Data Processing Agreement ("DPA") on anything about personal information, then these terms.

If your business is in Quebec, these terms are given to you in French — Conditions d'utilisation — and the French version is the one that binds you (section 15).

2. What Cerrax is

Cerrax is software for running a moving company. At its centre is a deterministic pricing engine: you provide inputs about a job, and Cerrax produces a price, a breakdown and a record. Around it, Cerrax holds your inquiries, your customer records (contacts), your quotes and pipeline, and the jobs that follow — the calendar, who is assigned, and what your people record on the day. It can send messages to your customers in your name when you set it to (section 5A), take your customers' payments through your own payment account, connect to services you choose such as your accounting software, and use AI to suggest details (for example, reading an inquiry email or a spoken list of items) for a person at your company to confirm. AI never sets a price.

Cerrax is software. It is not a carrier, broker or freight forwarder, not an insurer or insurance agent or broker, does not arrange insurance, is not a claims handler, and is not a party to any move you carry out. Where the product records something — a photograph, a note of damage, a customer's signature on an inventory, a video a customer sends you — it is storing what your people or your customer entered. Cerrax does not witness, check or verify any of it, and takes no position on what it proves. The move, the crew, the goods and everything you agree with your customer remain yours.

You are the mover. You remain responsible for your own obligations to your customers, your people and regulators — including your province's consumer protection law (for example, Ontario's rules on estimates and Quebec's Consumer Protection Act), your carrier operating authority and safety rating, the hours-of-service rules that apply to your drivers, your employment standards obligations, and the taxes you charge your own customers.

When you send a link — a job sheet to your crew, or evidence to your insurer or broker — you decide who receives it and are responsible for that disclosure.

3. Your account

Keep your login secure and your details accurate — including your province, your Business Number and, if you are registered for them, your GST/HST and QST numbers, which affect how tax applies to our fees (section 6) — and your business's legal name and mailing address, which your messages carry (section 5A). You're responsible for activity under your account, including by the people you invite (your staff and crew), and for choosing what each of them can see and do. Tell us promptly at hello@cerrax.io if you think someone has used your account without permission. Your account must always have an owner — a person at your company who can accept changes to these terms for it.

Keep your calendar and job-sheet links private: anyone holding one can read it until you revoke it.

4. The price is yours

You are responsible for checking that a price is appropriate before you give it to a customer, and for any estimate, quote, invoice or contract you issue. Where a Cerrax quotation document prints wording the law may require — your tax registration numbers, the taxes on the job, a cancellation notice, a statement about an estimate — it is a template drafted to help you, not legal advice. Check it against your own province and your own moves before you rely on it. You set the rates and settings the price is worked out from, you can see how every price is made up, and you can change any price before it goes. We don't give pricing, legal, tax or insurance advice.

5. Acceptable use

Don't misuse the service: no unlawful use, no attempts to break, overload, reverse-engineer, or scrape it, and no using it to harm others. We may suspend all or part of the service (for example, sending messages) for a material breach, if we reasonably need to for security or to comply with the law, or if your use puts other companies or the service at risk. We'll keep any suspension to what's needed, tell you why, and lift it once the issue is fixed.

5A. Messages you send through Cerrax

Emails and messages you send through Cerrax — quotes, reminders about a quote, thank-you messages, referral requests and anything else — go out in your company's name, on your instructions, and you are the sender. You're responsible for what they say and who receives them. You agree:

• to message only people you have a lawful reason to contact, and to send commercial electronic messages only with consent Canada's Anti-Spam Legislation (CASL) recognizes — express consent, or consent it implies, such as from an inquiry in the last six months or a purchase in the last two years. Under CASL each message must identify you and give your mailing address and a way to contact you, and must say that it is sent for you by Cerrax; Cerrax adds these, and a one-tap way to unsubscribe that takes effect at once. CASL requires an unsubscribe to be honoured within 10 business days;
• to respect every request to stop. Cerrax stops its own automatic messages to a person as soon as they ask, and you must not add them back. If someone asks you to stop in another way (for example, by replying), record it in Cerrax promptly — and within 10 business days at most;
• to keep your company's legal name and mailing address up to date in Cerrax, because the law requires them in these messages and we add them for you;
• where you write your own words, to keep them about the customer's quote or move (or, for a referral request, about referrals) — no offers, discounts or other services unless the customer has agreed to receive them;
• not to send anything false, misleading, abusive, defamatory or unlawful, to use a misleading subject line or sender name, or to pretend to be someone else; and
• to write notes about people as if they might one day read them — they are entitled to ask for them.

Some messages are only available in some countries, because the law on them differs; Cerrax won't let you switch one on where we don't think it can be sent lawfully. We may pause sending from your account without notice if we reasonably believe messages are unlawful, are drawing complaints or bounces at a level that puts delivery for other companies at risk, or break this section. We'll tell you why, and turn it back on once it's put right.

5B. What your customers see

Cerrax lets you send your customers quotes, estimates, letters, emails and a page on which to accept, including a statement about whether they can cancel. You are the business your customer contracts with, and these are your communications and your contract. We provide default wording to help and work to keep it accurate for Canada, but it isn't legal advice and we don't know every detail of your arrangements or your province's rules. Before you rely on it, check that what your customers are told — including the cancellation statement and any terms and conditions of your own that you attach — is right for your business, and honour what it says. You can change or add to our default wording in your settings. If our default wording misstates the law and that is our error, section 11 applies.

6. Fees

The trial. Your first three months — 92 days from when you sign up — are free, up to a fair-use ceiling of 500 priced jobs, which exists to prevent abuse rather than to limit a normal business. No card is required to start; we ask you to verify your email address after your first few priced jobs. We never start charging you automatically. When the trial ends, pricing new jobs pauses until you choose a plan and confirm that you want to start paying. Your records stay yours throughout.

Plans. After that, Cerrax is a monthly subscription. Each plan carries a monthly allowance of priced jobs. The billable unit is a distinct job priced — re-pricing, amending or re-issuing a quote for the same job does not count again. Allowances are soft: going over one does not stop you working, and we will offer you the plan that fits rather than charging an overage you did not choose. You can also buy a one-off top-up of extra priced jobs; it applies to the current billing period only and is not refundable once bought.

Price and tax. The price is the one shown to you when you chose your plan and on your billing page, stated in Canadian dollars and before any sales tax. Cerrax Ltd is established in the United Kingdom and is not registered for GST/HST, QST or any provincial sales tax today, so no sales tax is added to your bill. If we become registered for a tax that applies to our service, we will add it at checkout as a separate line — GST/HST, QST or provincial sales tax as the law requires — and tell you before it first applies. Where the law does not require us to collect a tax from you because you are registered for it and have given us your registration number, we will not charge it. Any tax that applies to your purchase and that we do not collect is yours to account for, where the law requires you to.

Payment. Fees are billed monthly in advance to the payment method you provide — a card. If you add a card during the trial, we don't charge it until you choose a plan. If a payment fails we will tell you, and may pause pricing new jobs until it is settled; your existing records stay available throughout.

Renewal, cancellation and changes. Once you start paying, your subscription renews every month at the plan's then-current price until you cancel. There is no minimum term and no setup fee. You can cancel at any time from your billing page and keep access to the end of the period you have paid for; we do not refund part-months, except where the law requires it. Founding rates. If you joined on a founding rate, you keep that rate, on any of our founding plans, for as long as your subscription continues without a break; any sales tax we are required to collect is added as this section describes. If your subscription ends and you come back later, the prices of the day apply. Otherwise, we may change fees, allowances or plans on at least 30 days' notice before the change takes effect; if you don't want to continue on the new terms, you can cancel before it does, at no cost.

Where a separate written order, pilot or licence agreement sets different fees, that document governs.

7. Intellectual property

• Ours. Cerrax owns the pricing engine, the platform, and all associated IP. We grant you a non-exclusive, non-transferable right to use the service while these terms are in force.
• Yours. You keep ownership of the data and content you put in. You grant us the rights needed to run the service for you — including to store, copy and send your content (such as your logo, your terms and your messages) on your behalf.
• Anonymized data. On your instruction (DPA section 9) we make separate records of your jobs that hold nothing that identifies anyone; once the original job is destroyed they are anonymized, and those records are then ours: we may keep and use them to improve and provide Cerrax, including after your data is deleted and after this agreement ends. We never show another company your individual prices or anything that identifies your company.
• Suggestions. If you send us ideas or feedback, we may use them freely.

8. Your data, and your responsibility for it

Our handling of personal information is set out in the Privacy Policy. Where we handle personal information on your behalf — about your customers, the people who inquire with you, your other contacts and your team — we do so only on your instructions and our Data Processing Agreement applies.

You confirm that: (a) you are allowed to collect that information, to put it into Cerrax and to use it in each way you use it through Cerrax, including every message you send; (b) you have obtained any consent and given any notice that PIPEDA, Quebec's private-sector privacy Act or your province's privacy law requires of you, including that the information may be stored and processed outside Canada; (c) where a message needs someone's consent under CASL, you have it; and (d) you won't put health or other sensitive information, or information about criminal offences, into Cerrax unless a screen asks for it.

If someone makes a claim against us because of something that's yours to control, you'll cover it. That means you will indemnify us against any claim a third party brings against us (including your customers, and a regulator so far as the law allows), and the reasonable costs of dealing with it, to the extent the claim arises from: your breach of this section or of sections 5, 5A or 5B; anything you or your people wrote, recorded or sent through Cerrax; or your contracts with your customers. In return, we'll tell you promptly about such a claim, let you take over its defence at your cost if you want to, not settle it without your agreement (which you won't unreasonably withhold), and take reasonable steps to limit the loss. This indemnity doesn't apply to the extent the claim was caused by our own breach of these terms or the DPA, or by our negligence.

9. Changes to the service

Cerrax improves over time. We may change, add, or remove features, and we update the pricing engine through a governed release process. Existing priced records remain reproducible on the version that produced them. We won't materially reduce the core service you rely on without at least 30 days' notice; if we do, you can cancel and we'll refund any fees you've paid for the period after the change.

10. Disclaimers

We provide the service with reasonable care and skill. Beyond that, to the fullest extent the law allows, the service is provided "as is" and "as available", and we exclude all implied warranties, conditions and legal warranties, including of merchantable or satisfactory quality and fitness for a particular purpose. We don't warrant that a price will be accurate for every job, that calibration will reach any particular accuracy, or that the service will be uninterrupted or error-free. Calibration improves with real data; it is not a promise of a specific result. Nothing here excludes liability or a warranty that can't be excluded by law.

11. Limitation of liability

11.1 Nothing in these terms limits or excludes liability for death or bodily injury, for fraud or fraudulent misrepresentation, for intentional or gross fault, or for anything else that can't be limited under the law that applies (including article 1474 of the Civil Code of Québec).

11.2 Cerrax calculates; you decide (section 4). So, subject to 11.1, we are not responsible for the prices you choose to charge, for whether a quote wins, or for what a job ends up costing you. Our job is to run the calculation you set up, as we describe it, with reasonable care and skill.

11.3 Subject to 11.1, neither of us is liable to the other — in contract, negligence or otherwise — for: (a) loss of profit, revenue or business; (b) loss of anticipated savings; (c) loss of goodwill or reputation; or (d) any indirect or consequential loss. Items (a) to (c) are excluded whether they are direct or indirect. This doesn't limit your duty to pay our fees, your indemnity in section 8, or your liability for misusing the service or our intellectual property.

11.4 Subject to 11.1, our total liability for all claims together arising out of or in connection with these terms, the DPA and the service — however it arises — is limited, in each contract year, to the greater of (a) the fees you paid or owe us for that contract year, and (b) C$1,900. A "contract year" is each 12 months starting on the day you signed up. This is one limit for all claims, not a limit for each claim.

11.5 The limits in this section apply to liability under the DPA too.

12. Term, termination, and no lock-in

You can stop using Cerrax at any time: cancel your subscription and it ends at the end of the period you have paid for (section 6). We may end the agreement on 30 days' written notice, or sooner for a material breach or non-payment. We operate without lock-in: you can export your data at any time, including for 30 days after the agreement ends, and the calibration work you've done is yours to take. After that, we delete or keep your data as the DPA sets out (some records must be kept for a period the law requires).

Sections 4, 7, 8, 11, 12, 13 and 17, and the DPA for as long as we hold data for you, continue after this agreement ends.

13. Confidentiality

Each of us may learn things about the other that aren't public. Your rates, your margins, your customers and your job data are confidential to you; our pricing engine, its workings and anything we share about how it is built are confidential to us. Each of us agrees to use the other's confidential information only to perform this agreement, to protect it as carefully as we protect our own, and not to disclose it — except to people who need it and are under the same obligation (including our sub-processors and each side's professional advisers), or where the law or a regulator requires it. We may also make and use anonymized records as section 7 and the DPA describe. This doesn't apply to information that is already public, that you or we already had, or that either of us works out independently. It continues for three years after this agreement ends.

14. Services we rely on

Cerrax runs on third-party services — hosting, mapping and distance data, payment processing, and email delivery among them. They're named in the Privacy Policy and the DPA. Where a provider imposes terms on end users — mapping data is the usual case — those terms apply to your use of that part of the service too. We choose these providers carefully and remain responsible to you under this agreement, but we can't control their availability, and an outage or change at a provider isn't a breach of these terms by us.

15. General

• Entire agreement. These terms (with the Privacy Policy, the DPA and any separate written agreement) are the whole agreement between us on their subject. Each of us agrees we haven't relied on any statement or promise that isn't set out in them — but nothing here limits liability for fraud.
• Severability. If any part is unenforceable, the rest stays in force.
• Assignment. You may not transfer these terms without our consent; we may assign them to a successor of our business.
• Waiver. Not enforcing a term isn't a waiver of it.
• Third parties. No one other than you and us has rights under these terms (Contracts (Rights of Third Parties) Act 1999 excluded).
• Events beyond our control. Neither of us is liable for a delay or failure caused by events beyond its reasonable control (for example, a failure of a major internet, hosting or power provider, or government action), as long as it tells the other promptly and does what it reasonably can to limit the effect. This doesn't excuse paying fees that are due.
• Notices. Notice under these terms is given in writing by email — to you at the address on your account, and to us at hello@cerrax.io — and takes effect the next business day. Keep your account email current; it is where notice reaches you.
• Using your name. We won't name you as a customer, or use your logo, in marketing without your permission. Permission can be withdrawn at any time and we'll stop using it going forward.
• Nothing more between us. Neither of us is the other's agent, employee or partner, and neither can commit the other to anything.
• Language. These terms, the Privacy Policy and the Data Processing Agreement are available in English and in French (Conditions d'utilisation, Politique de confidentialité, Entente sur le traitement des données). If your business is established in Quebec, the Charter of the French language entitles you to receive them in French before you are bound, and the French version is the one given to you at signup and the one that binds you; you may be bound by the English version only by saying so expressly after the French version has been given to you. If the two versions differ, the French version prevails for a business established in Quebec.

16. Changes to these terms

We may update these terms. For a change that matters to you, we'll email your account owner at least 30 days before it takes effect, say what is changing, and ask the owner to accept the new version in Cerrax. Changes needed to comply with the law, or to fix something that is plainly wrong, can take effect sooner, and we'll tell you why. If you don't want the new terms, you can cancel before they take effect, at no cost, and we'll refund any fees you've paid for the period after that date. If your owner hasn't accepted within 30 days of the change taking effect, pricing new jobs pauses until they do; nothing you have already priced is affected. Earlier versions stay published so you can always see what you agreed to. A change does not apply to anything that happened, or to a dispute either of us has already notified, before it took effect.

17. Governing law

These terms, and any dispute arising from or relating to them or the service, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any such dispute, except as the next paragraph allows. This is an agreement between businesses and we have chosen that law and those courts expressly. Nothing in this choice takes away any protection that the law of Canada, or of your province or territory, gives you and that cannot be excluded by agreement — including, if your business is in Quebec, the rules of the Civil Code of Québec on contracts of adhesion and the Charter of the French language — and nothing in it affects the Canadian privacy and anti-spam laws that govern how we handle personal information and send you messages.

What stays out of the English courts. Either of us may instead bring an individual claim in a small-claims court of a Canadian province or territory that has jurisdiction over it, for as long as it stays there.

18. Contact

Cerrax Ltd, a company registered in England and Wales (no. 17360016), 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom. Cerrax has no office, establishment or place of business in Canada. hello@cerrax.io.