Terms of Service

These Terms and Conditions of Service (these "Terms") govern your access to and use of the website located at www.pillar2pathway.ca (the "Website") and the services offered by Pillar2 Pathway, Inc. ("P2PI", "we", "us", or "our") through the Website (collectively, the "Service").

By accessing or using the Service, including by clicking "I Accept" or any similar button or checkbox presented to you as part of the purchase path, you ("you", "your", or the "Customer") acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.

P2PI operates a web-based software platform that enables users to prepare and submit a GloBE Information Return notification ("GIR Notification") or a return for the Global Minimum Tax Act (GMTA) ("GMTA Return") with the Canada Revenue Agency ("CRA") (each, a "Filing"). The Service includes tools that allow you to enter the data required for a Filing, validate that data for completeness and format, and transmit the Filing to the CRA.

YOU ACKNOWLEDGE AND CONFIRM THAT THE SERVICE IS A SELF-SERVICE TOOL, AND YOU ARE SOLELY RESPONSIBLE FOR THE CONTENT AND SUBMISSION OF ANY FILING MADE USING THE SERVICE. YOU FURTHER ACKNOWLEDGE AND CONFIRM THAT P2PI DOES NOT REVIEW FOR ACCURACY OR COMPLETENESS, OR FILE ANY FILING ON YOUR BEHALF.

By using the Service, you represent and warrant that: (a) you are at least the age of majority in the province or territory in which you reside; (b) you have the legal capacity to enter into these Terms; (c) you are duly authorized to act on behalf of the entity identified in any Filing you submit through the Service (the "Filing Entity"); (d) you have obtained all necessary approvals, consents, and authorisations from the Filing Entity to submit the Filing and to bind the Filing Entity to these Terms; and (e) your use of the Service and the submission of any Filing complies with all applicable laws, regulations, and CRA requirements.

You acknowledge and agree that:

(a) You Are the Filer. Any Filing submitted through the Service is your Filing (or the Filing of the Filing Entity on whose behalf you are acting), and not a Filing made by P2PI. P2PI acts solely as a technology provider and does not act as your agent, tax advisor, legal counsel, or representative in connection with any Filing.

(b) Accuracy of Information. You are solely responsible for the accuracy, completeness, and correctness of all data and information entered into the Service and included in any Filing (collectively, "Customer Data"). You acknowledge that P2PI's automated validation checks are limited to verifying that required fields are populated and, where applicable, that data is in the required format. Such validation does not constitute a review of the accuracy or correctness of the Customer Data, and P2PI makes no representation or warranty that any Filing prepared through the Service is accurate, complete, or compliant with applicable laws or CRA requirements.

(c) Compliance. You are solely responsible for ensuring that any Filing submitted through the Service is filed in a timely manner and in compliance with all applicable legislative, regulatory, and administrative requirements, including any filing deadlines imposed under the Global Minimum Tax Act (Canada), the Income Tax Act (Canada), or any other applicable law.

(d) Retention of Records. You are responsible for maintaining your own copies of all Customer Data and Filings. While P2PI may provide you with a copy of the data fields entered and the CRA acknowledgement upon successful submission, P2PI is not obligated to retain or make available copies of any Filing or Customer Data beyond the point of submission.

You further represent and warrant to P2PI that:

(a) all Customer Data provided by you is true, accurate, complete, and not misleading in any material respect;

(b) you have the full right, power, and authority to submit the Filing on behalf of the Filing Entity and to authorise the transmission of the Filing to the CRA through the Service;

(c) the Filing does not and will not infringe upon or violate the rights of any third party;

(d) you are not using the Service for any unlawful, fraudulent, or unauthorised purpose; and

(e) you will comply with all applicable laws and regulations in connection with your use of the Service.

(a) Fees. You agree to pay the applicable fees for the Service as displayed on the Website at the time of your transaction, plus applicable taxes including, but not limited to, Harmonized Sales Tax ("HST"), Goods and Services Tax ("GST") and/or any Provincial, Territorial or other sales & use tax that may apply.

(b) Payment Processing. Payment is collected via credit card through a third-party payment processor. By providing your credit card information, you authorise P2PI and its payment processor to charge the applicable fees to the credit card you provide. You acknowledge and agree that credit card information is collected through a secure webpage operated by or on behalf of the third-party payment processor, and P2PI does not directly store or have access to your full credit card number.

(c) Conditional Charge. Your credit card will be validated at the time of submission, but the payment will only be processed if and when the CRA accepts the Filing and issues an acknowledgement of receipt. If the CRA rejects the Filing for any reason, your credit card will not be charged.

(d) No Refunds. Once a Filing has been successfully submitted to and accepted by the CRA and payment has been processed, fees are non-refundable. P2PI's obligation is to transmit the Filing to the CRA and the successful acceptance by the CRA constitutes the completion of the Service. Any issues arising after acceptance, including errors in Customer Data discovered after submission, or subsequent rejection of the Filing by the CRA do not entitle you to a refund.

You acknowledge and agree that:

(a) the successful submission of a Filing to the CRA through the Service is dependent upon a number of factors outside P2PI's control, including the availability and functionality of the CRA's intake portal, the accuracy of the Customer Data (including but not limited to program account codes and entity identifiers), and the CRA's own acceptance criteria;

(b) a Filing may be rejected by the CRA for reasons that are beyond P2PI's control, including but not limited to incorrect program account codes, mismatched entity identifiers, CRA system outages, or non-compliance with CRA filing or other requirements;

(c) P2PI will use commercially reasonable efforts to transmit the Filing to the CRA through the CRA's Application Programming interface ("API"), but P2PI does not guarantee that any Filing will be successfully transmitted to or accepted by the CRA;

(d) if a Filing is rejected by the CRA, P2PI will make reasonable efforts to provide you with the rejection explanation received from the CRA, but P2PI has no obligation to assist you in correcting or resubmitting the Filing, or obtaining any explanation or further information from the CRA; and

(e) P2PI is not responsible for any penalties, interest, assessments, or other consequences arising from the rejection of a Filing, a failure to file, a late filing, or any inaccuracy in a Filing.

All intellectual property rights in the Website and the Service, including all software, code, designs, text, graphics, and other content (excluding Customer Data), are and shall remain the exclusive property of P2PI or its licensors. Nothing in these Terms grants you any right, title, or interest in or to the Service or any P2PI intellectual property, except for the limited right to access and use the Service in accordance with these Terms.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, P2PI MAKES NO REPRESENTATION OR WARRANTY THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, OR COMPLETE; (C) ANY FILING WILL BE ACCEPTED BY THE CRA; (D) THE SERVICE WILL MEET YOUR REQUIREMENTS; OR (E) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. YOU ACKNOWLEDGE THAT P2PI IS NOT A TAX ADVISOR, LEGAL COUNSEL, OR ACCOUNTING FIRM, AND THE SERVICE DOES NOT CONSTITUTE TAX ADVICE, LEGAL ADVICE, OR PROFESSIONAL ADVICE OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) IN NO EVENT SHALL P2PI, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "P2PI PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, AS WELL AS FOR DAMAGES FOR LOSS OF PROFITS, REVENUE, REPUTATION, DATA, OR USE, DEPRECIATION OF GOOD WILL OR BUSINESS INTERRUPTION, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTORY LIABILITY, OR OTHERWISE) AND EVEN IF ANY P2PI PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE P2PI PARTIES FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO P2PI IN RESPECT OF THE SPECIFIC TRANSACTION GIVING RISE TO THE CLAIM.

(c) WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, THE P2PI PARTIES SHALL NOT BE LIABLE FOR ANY PENALTIES, INTEREST, ASSESSMENTS, FINES, OR OTHER AMOUNTS IMPOSED BY THE CRA OR ANY OTHER GOVERNMENTAL AUTHORITY IN CONNECTION WITH ANY FILING, INCLUDING ANY PENALTIES ARISING FROM LATE FILING, INCORRECT FILING, FAILURE TO FILE, OR ANY INACCURACY IN CUSTOMER DATA.

(d) THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 10 APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE FROM (I) USE OR MISUSE OF THE SERVICE, (II) INABILITY TO USE THE SERVICE, (III) INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE, (IV) REJECTION OF A FILING BY THE CRA, (V) ANY ERRORS, OMISSIONS, OR INACCURACIES IN CUSTOMER DATA, OR (VI) ANY OTHER MATTER RELATING TO THE SERVICE.

(e) YOU ACKNOWLEDGE THAT THE FEES CHARGED FOR THE SERVICE REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT P2PI WOULD NOT PROVIDE THE SERVICE WITHOUT THESE LIMITATIONS ON LIABILITY.

You shall indemnify, defend, and hold harmless the P2PI Parties from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable legal fees and disbursements) arising out of or in connection with:

(a) your use of or access to the Service;

(b) any Filing submitted through the Service by you or on your behalf;

(c) any breach of these Terms by you, including any misrepresentation in terms of your representations and warranties under these Terms;

(d) any inaccuracy, error, misrepresentation, or omission in any Customer Data;

(e) any unauthorised Filing submitted through the Service using your credentials;

(f) your failure to have the requisite authority to file on behalf of the Filing Entity;

(g) any violation of applicable law by you; or

(h) any claim by a third party (including any Filing Entity or governmental authority) arising from your use of the Service.

This indemnification obligation will survive the termination or expiration of these Terms.

P2PI may, in its sole discretion, suspend or terminate your access to the Service at any time and for any reason, with or without notice. Upon termination, all rights granted to you under these Terms will immediately cease. Sections 3, 4, 7, 9, 10, 11, 13, 14, and 15 of these Terms shall survive any termination or expiration of these Terms.

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. You irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in the City of Toronto, for the resolution of any dispute arising out of or in connection with these Terms or the Service.

(a) Entire Agreement. These Terms, together with the Privacy Policy and any other policies or agreements referenced herein, constitute the entire agreement between you and P2PI with respect to the Service and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between you and P2PI relating to the subject matter hereof.

(b) Amendment. P2PI reserves the right to modify these Terms at any time. Any changes will be effective upon posting of the revised Terms on the Website. Your continued use of the Service following the posting of revised Terms constitutes your acceptance of the revised Terms.

(c) Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent to the maximum extent possible.

(d) Waiver. No failure or delay by P2PI in exercising any right or remedy under these Terms shall operate as a waiver of such right or remedy. A waiver of any right or remedy on one occasion shall not be construed as a waiver of any right or remedy on any future occasion.

(e) Assignment. You may not assign or transfer these Terms or any of your rights or obligations hereunder without the prior written consent of P2PI. P2PI may freely assign these Terms without restriction.

(f) Force Majeure. P2PI shall not be liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by circumstances beyond P2PI's reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, CRA system outages or API unavailability, telecommunications failures, cyberattacks, or interruptions to third-party services.

(g) No Third-Party Beneficiaries. These Terms do not confer any rights or benefits on any third party. No person who is not a party to these Terms may enforce any provision of these Terms.

(h) Language. The parties have expressly required that these Terms and all related documents be drawn up in the English language. Les parties aux présentes ont expressément exigé que les présentes conditions et tous les documents qui s'y rapportent soient rédigés en langue anglaise.

If you have any questions about these Terms, please contact P2PI by e-mail at: support@pillar2.info

BY CLICKING "ACCEPT AND CONTINUE" OR BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS OF SERVICE.