Subscription Agreement (properties)

If you accept this Agreement on behalf of a business, you confirm that you are authorized to bind that business, and "you" means that business.

Our Data Processing Terms and our Privacy Policy form part of this Agreement. The Data Processing Terms set out how we handle your guests' personal information on your behalf; where they disagree with this Agreement about personal information, the Data Processing Terms win.

You subscribe either month-to-month, or for a fixed term set out in a written proposal, quote or order form that we both accept (an "Order"). An Order may also set your plan, the properties covered, your fees and your start date.

Where an Order and this Agreement disagree, the Order wins for that subscription. Everything the Order does not address is governed by this Agreement.

Access to Cardinal for the property or properties on your account, for as long as your subscription is current, including the updates we release during that time. Feature availability follows your plan.

Support by email at hello@cardinal-os.com. We aim to respond within one or two business days; this is not a contractual response time.

We may improve, change or retire features over time. We will not remove a feature that is central to your plan during a term you have paid for without telling you in advance.

Fees are as set out in your Order or, if you have none, as published for your plan. They are charged monthly, payable in advance of the period they cover, plus applicable taxes. We invoice you directly; we will tell you before that changes.

We may change our fees with 30 days' notice by email. A change never applies to a period you have already paid for, and if you are in a fixed term, your fees stay as agreed until that term ends.

If an invoice goes unpaid we will tell you and give you a reasonable period to correct it before suspending access. We will not delete your data during a suspension.

Fees already paid are not refundable, except where this Agreement or the law says otherwise.

You are responsible for the people you give access to, for keeping logins and passwords confidential, and for activity that happens under your account. Remove access for people who leave, and tell us promptly if you think someone has gained access who should not have it.

Each person should have their own login. Please do not share one account between several people.

You own your data - your guests, reservations, folios and financial records. We claim no ownership of it and do not use it to train models or to build products for anyone else.

You can export it from the application at any time, as spreadsheet files or as a complete machine-readable copy. If you leave, ask us and we will provide that copy before anything is removed.

After your subscription ends we keep your data for at least 90 days so you can reactivate or retrieve it. We will not remove it without telling you first, and we will never remove records that we or you are independently required to keep.

One part cannot be deleted, by design. Cardinal's accounting ledger is append-only: an entry, once written, cannot be altered or erased, which is what lets it stand as a book of account and support a tax return. Corrections are made by posting a reversing entry, never by rewriting history. Where you or a guest ask us to delete personal information, we delete what we are free to delete and tell you plainly what the accounting record still holds.

Cardinal - the software, its design, our names and logos, and everything in it that is not your data - is ours and stays ours. While your subscription is current we grant you a limited, non-exclusive, non-transferable right to use it to run your property. That is the whole of the right we grant; nothing in this Agreement sells or transfers any of our intellectual property to you.

You keep ownership of what you put in - your photos, descriptions, logo and policy text. You give us permission to store and display it for the purpose of running your property, including on your booking page, and you confirm you have the right to use it.

If you send us suggestions or feedback, we may use them to improve Cardinal without any obligation to you.

You agree not to: resell, sublicense, rent or otherwise make Cardinal available to anyone outside your business; copy, modify, decompile or reverse engineer it, except to the extent the law expressly allows; use it to build or benchmark a competing product; get around fees, plan limits or security controls; access accounts, properties or systems that are not yours; or interfere with the service or with other customers' use of it.

You also agree not to use Cardinal for anything unlawful or fraudulent, to send messages a guest has not agreed to receive, or to store or transmit content that is unlawful, infringing, defamatory or harmful, including malicious code.

We may suspend access that breaches this section where it endangers the service or other customers, and will tell you why.

The accuracy of the rates, taxes, policies and guest information you enter. Cardinal computes taxes from what you configure; it does not verify your registration numbers and does not file your returns.

Your own obligations to your guests, including your privacy obligations as the controller of their personal information, and answering their privacy requests - we will help you, but they are yours to answer.

What your team types into free-text fields. Notes and special-request boxes accept anything, and some of what a hotel records there - an allergy, a mobility need - is sensitive information. Record only what you need to serve the guest, tell your staff the same, and keep it accurate.

How your property and rooms are described, including any accessibility features. Cardinal lets you mark rooms as accessible and records a guest's need for one; describing those features accurately and meeting the accessibility rules that apply to your property is yours.

Where guest payments are processed through Cardinal, you hold the commercial relationship with your guest: you set the price, you owe the stay, and the refund is yours to give. How funds settle, and to which account, is governed by the payment arrangement we agree with you and by your agreement with the payment processor. We will set that out before you enable payments.

Processing fees are charged on those transactions and are disclosed to you before you enable payments. Cardinal records the full amount your guest paid and records the fee separately; how you account for that fee is a matter for you and your accountant.

Chargebacks and refunds on your guests' transactions are yours to resolve.

Each of us may learn things about the other that are not public - for us, your guests and your business; for you, our pricing, plans and the way Cardinal works. Each of us will use the other's confidential information only for this Agreement, protect it with reasonable care, and not disclose it except to people who need it for this Agreement and are bound to keep it confidential, or where the law requires.

This lasts for the length of the Agreement and five years after it ends, and for as long as the information remains confidential in the case of personal information.

You agree that we may communicate with you electronically, by email to the address on your account or by notices in the application, and that those communications satisfy any requirement that a notice be in writing. Service messages about your account are part of the service; we will not send you marketing you have not agreed to.

We aim to keep the service available. We do not offer a guaranteed uptime level at this time, and we say so plainly rather than imply one.

Your data is backed up nightly. A second copy is kept off-site in Canada, on storage that we ourselves cannot alter or delete for the length of its retention period, so a backup survives a mistake or a compromise of the running system. We test that these backups actually restore.

We will give reasonable notice of planned maintenance where it is likely to interrupt service.

Cardinal runs on services we buy from others - hosting, database, payments, email. When one of them fails, Cardinal is affected and we will tell you what we know, but we are not responsible for their outages. Neither of us is responsible for a delay or failure caused by something genuinely outside our reasonable control.

We will provide Cardinal with reasonable skill and care, and we confirm that, to our knowledge, your use of it as permitted by this Agreement does not infringe anyone else's intellectual property rights.

Apart from that, and to the extent the law allows, Cardinal is provided "as is" and "as available". We do not promise that it will be uninterrupted or error-free, that every error can be corrected, or that it is fit for a purpose we have not agreed in writing. Information supplied by third parties - booking channels, payment processors, guests - is passed through as received.

If you are month-to-month, you may cancel at any time, effective at the end of the period you have paid for. We do not pro-rate partial months.

If you are in a fixed term, the fees for that term remain payable for its full length, and what happens when it ends is set out in your Order.

We may end the agreement for non-payment, or for use that is unlawful or that endangers the service or other customers, after telling you and giving you a chance to correct it where the circumstances allow.

If there is a dispute about who owns, controls or operates a property on your account, including who is entitled to its account, we may suspend access to that property until it is resolved.

If someone brings a claim against us because of what you put into Cardinal or how you used it - content you uploaded, information you entered, taxes you configured, or your dealings with a guest - you will cover us for it, provided we tell you promptly and let you take it on.

To the extent permitted by law, our total liability for any claim under this Agreement is limited to the fees you paid us in the twelve months before the claim.

Neither party is liable for indirect or consequential loss, including lost profits. Nothing here limits liability that cannot be limited by law.

We may update this Agreement. We will tell you by email at least 30 days before a change takes effect, and the date at the top shows the current version. If you are in a fixed term, a change that materially reduces your rights does not apply to you until that term ends unless you agree to it.

This Agreement, together with any Order and the documents it incorporates, is the entire agreement between us about Cardinal and replaces anything discussed before. An Order may be changed only in writing accepted by both of us.

If a part of this Agreement is found unenforceable, the rest still applies. Not enforcing a term is not a waiver of it. Neither of us may transfer this Agreement without the other's consent, except as part of a sale or reorganization of the business that continues to honour it. Nothing in it gives rights to anyone other than you and us.

This Agreement is governed by the laws of Quebec and the applicable laws of Canada, and the courts of Quebec have jurisdiction.