Subscription Agreement

1. Order form

• Client legal name and address: ____________________________
• Locations covered: ______ Plan: ☐ Essentials ☐ Growth ☐ Pro ☐ Custom (modules: ____________)
• Price per location per month (CAD, taxes extra): $______ Billing: ☐ monthly ☐ yearly
• Start date: ____________ Initial term: ☐ month to month ☐ 12 months

2. Term and renewal

A month-to-month subscription renews each month until cancelled. A 12-month subscription renews for another 12 months unless either party gives notice at least 30 days before the end of the term; the Client may instead switch to month to month at the then-current price.

3. Fees

The Client pays the fees in the order form plus applicable taxes, in advance, by the payment method on file or within 15 days of invoice for invoiced clients. Fees for a 12-month term are fixed for that term. Overdue amounts may bear interest at 1% per month after notice.

4. Service levels and support

MIZO aims for 99.5% monthly availability, excluding announced maintenance and events beyond its reasonable control. If availability falls below that in a month, the Client may ask, within 30 days, for a credit of 10% of that month’s fee for each full percentage point below target, up to 50%. Support: email on Québec business days, first answer within one business day (four business hours for Pro).

5. Data processing on the Client’s behalf

For personal information the Client enters about its employees and other people, MIZO acts on the Client’s behalf and will:

• use it only to provide the service and as the Client instructs, and keep it confidential;
• protect it with reasonable security measures, including encryption and access limited by role;
• use only the service providers listed in the Privacy Policy, under written obligations at least as protective, and give 30 days’ notice of a new one;
• tell the Client without undue delay, and within 72 hours of becoming aware, of any confidentiality incident affecting it, and help the Client meet its own obligations;
• help the Client answer access and correction requests, and return or delete the information when the agreement ends.

6. Confidentiality

Each party keeps the other’s non-public information confidential, uses it only for this agreement, and shares it only with people who need it and are bound by similar duties. This survives for 3 years after the agreement ends (indefinitely for personal information and trade secrets).

7. Ending the agreement

Either party may end the agreement if the other seriously breaches it and does not fix the breach within 30 days of written notice. The Client may end a 12-month term early by paying the remaining fees of that term, unless it ends it for MIZO’s breach. On termination, the Client may export its data for 30 days.

8. Liability

Section 11 of the Terms of Service applies: no liability for indirect losses, and a cap equal to the fees paid in the previous 12 months, except for intentional or gross fault or a breach of confidentiality or data protection obligations.

9. General

This agreement, with the Terms of Service and Privacy Policy, is the entire agreement on its subject; where they differ, this agreement prevails. Neither party may transfer it without the other’s consent, except to a successor of its business. Notices are given by email to the addresses in the order form (MIZO: hello@mizo.solutions). Neither party is liable for delays caused by events beyond its reasonable control. It is governed by the laws of Québec; the courts of the judicial district of Montréal have jurisdiction.

The parties have required that this document and all related documents be drawn up in English as well as in French. Both versions are equally binding; the French version was provided first.

10. Signatures

• For [MIZO legal name] Inc.: name ____________________ title ____________ signature ____________ date ________
• For the Client: name ____________________ title ____________ signature ____________ date ________