Subscription Terms

Effective: August 21, 2026

These Subscription Terms (the “Terms”) govern access to and use of the Proper platform and related services (the “Services”) by the business entity that subscribes to them (“Customer”, “you” or “your”). They form a legal agreement between you and Proper Technologies Inc. (“Proper”, “we”, “us” or “our”).

By executing an Order Form that references these Terms, by creating an account for the Services, or by using the Services, you accept these Terms. If you are accepting on behalf of an entity, you represent that you have authority to bind that entity, and “Customer” refers to that entity.

These Terms govern the Services. They are separate from the Website Terms of Use, which govern browsing of our public website.

1. Definitions

“Authorized User” means an individual whom Customer permits to access the Services under Customer's account.

“Customer Data” means all data, records, documents and information that Customer or its Authorized Users submit to, or that the Services generate on Customer's behalf from, the Services — including invoices, bills, vendor and supplier records, payment instructions, banking details, accounting records and payroll records.

“Order Form” means an ordering document, online sign-up flow or plan selection that identifies the Services, subscription tier and fees, and that references these Terms.

“Output” means data extractions, classifications, matches, summaries, recommendations and other results generated by the Services from Customer Data.

“Third-Party Service” means a product or service not provided by Proper that Customer elects to connect to the Services, including accounting and ERP systems, banking partners, payment processors and identity providers.

2. The Agreement

These Terms, together with each Order Form, the Data Processing Addendum and any policies expressly incorporated by reference, form the entire agreement between the parties with respect to the Services (the “Agreement”).
If there is a conflict, the following order of precedence applies: the Order Form, then the Data Processing Addendum, then these Terms.
Any terms proposed by Customer in a purchase order or similar document are of no effect and are expressly rejected, unless separately agreed by us in writing.

3. Access to the Services

Subject to the Agreement and payment of applicable fees, we grant Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term for Customer's internal business purposes.
Customer must not, and must not permit any person to: resell, sublicense or make the Services available to any third party except as expressly permitted; copy, modify or create derivative works of the Services; reverse engineer, decompile or disassemble the Services or attempt to derive their source code; access the Services to build a competing product or to benchmark without our written consent; use any automated means to access the Services other than the interfaces we provide; or use the Services to develop or train machine learning models other than as we expressly enable within the Services.
We may modify or improve the Services from time to time. We will not materially reduce the core functionality of the Services during a paid Subscription Term without notice to Customer.
We reserve all rights not expressly granted. Nothing in the Agreement transfers ownership of the Services or any of our intellectual property to Customer.

4. Accounts and Authorized Users

Customer is responsible for configuring its account, including roles, permissions, approval thresholds and approver assignments.
Customer is responsible for all activity conducted under its account and for its Authorized Users' compliance with the Agreement. Credentials must not be shared between individuals.
Customer must notify us promptly at info@runproper.com on becoming aware of any unauthorized access to or use of the Services.
Customer must ensure that each Authorized User has the authority within Customer's organization appropriate to the permissions assigned to them, particularly where those permissions include approving or releasing payments.

5. Customer Data

As between the parties, Customer owns and retains all right, title and interest in Customer Data. We acquire no ownership interest in it.
Customer grants us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display Customer Data solely as necessary to provide, secure, maintain and support the Services, and as otherwise permitted under the Agreement.
Customer represents that it has all rights and consents necessary to provide Customer Data to us and to permit the processing described in the Agreement, and that Customer Data does not infringe the rights of any third party.
Customer is responsible for the accuracy, quality and legality of Customer Data, including the accuracy of vendor and payee banking details.
We may generate aggregated and de-identified data from use of the Services and may use it to operate, analyze and improve the Services. Such data will not identify Customer, any Authorized User, any vendor or any individual, and we will not disclose it in a form that permits such identification.
Where we process personal information on Customer's behalf, the Data Processing Addendum applies and forms part of the Agreement.

6. Payment Instructions and Automated Actions

This section governs the Services' handling of payment instructions. Read it carefully.

The Services allow Customer to originate, schedule, approve and transmit payment instructions, and to configure the Services to prepare or initiate such instructions automatically based on rules, thresholds and approvals that Customer establishes.
Customer's configuration is Customer's instruction. Where Customer configures the Services to prepare, schedule or initiate a payment without a further manual approval step, any resulting payment instruction is deemed authorized by Customer. Customer is responsible for setting approval thresholds, spending limits, approver assignments and other controls appropriate to its business, and for reviewing them periodically.
We act on Customer's instructions and configuration. We are not a bank, financial institution, money services business, money transmitter, trustee or fiduciary, and we do not provide accounting, tax, audit or legal advice. We do not take custody of Customer funds except as expressly stated in an Order Form.
Payments are executed by banking partners, payment processors and other Third-Party Services. Their processing times, cut-off windows, limits, rejections and reversals are outside our control and are governed by their terms. We are not responsible for their acts or omissions.
Customer must promptly review payment activity available in the Services and must notify us of any suspected unauthorized, duplicate or erroneous payment instruction without undue delay, and in any event within thirty (30) days of the instruction appearing in the Services. Late notice may limit our ability, and the ability of our banking partners, to recall or recover a payment.
We may decline, delay, suspend or reverse a payment instruction where we reasonably believe it is unauthorized, fraudulent, erroneous, sanctioned, or in breach of applicable law or a Third-Party Service's requirements. Where practicable and lawful, we will notify Customer.
Customer is responsible for verifying vendor and payee identity and banking details before payment, including where those details are extracted or suggested by the Services and including where a change to banking details is requested. Payment redirection fraud commonly presents as a legitimate change of banking details.

7. Artificial Intelligence and Automated Processing

The Services use automated processing, including machine learning and large language models, to extract, classify, match, reconcile, summarize and recommend. Some of these capabilities are provided through Third-Party Services.
Output may be incomplete or incorrect. Output is provided for Customer's evaluation and is not a substitute for Customer's own review and judgment. Customer must not rely on Output as the sole basis for any payment, accounting entry, tax filing, financial statement or other decision with financial or legal consequence.
As between the parties, Customer owns Output to the extent it is derived from Customer Data. Output may not be unique to Customer, and we may generate similar Output for other customers.
We do not use Customer Data to train machine learning models that are made available to other customers or to the public. Where a Third-Party Service is used to provide a feature, we contract for equivalent restrictions on that provider.
Customer may configure the extent of human review within the Services. Where applicable law gives an individual the right to be informed of, or to make submissions regarding, a decision based exclusively on automated processing of their personal information, we will provide Customer with information reasonably necessary to respond to that individual.

8. Third-Party Services

Customer may connect Third-Party Services to the Services. Doing so may require Customer to authorize the exchange of Customer Data between the Services and that Third-Party Service.
Third-Party Services are governed by their own terms and privacy practices. We do not control them, do not endorse them, and are not responsible for their availability, accuracy, security or acts and omissions.
If a Third-Party Service ceases to interoperate with the Services, we may cease providing the related feature without liability. Where the change is within our knowledge and control, we will give Customer reasonable notice.

9. Fees, Invoicing and Taxes

Customer will pay the fees set out in the applicable Order Form. Unless the Order Form states otherwise, fees are invoiced in advance of each billing period and are payable within thirty (30) days of the invoice date.
Except as expressly stated in the Agreement or required by applicable law, fees are non-refundable and payment obligations are non-cancellable.
Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, goods and services, and similar taxes, excluding taxes on our net income.
Undisputed amounts not paid when due may bear interest at the lesser of 1.5% per month and the maximum rate permitted by applicable law, calculated from the due date.
We may change fees effective as of the start of a renewal Subscription Term by giving Customer at least sixty (60) days' notice before the end of the then-current term.
Customer will notify us of any invoice dispute within thirty (30) days of the invoice date. The parties will work in good faith to resolve it, and Customer will pay all undisputed amounts when due.

10. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer's Confidential Information. The Services and their non-public features, pricing and performance are our Confidential Information.
The receiving party will use the disclosing party's Confidential Information only to perform under the Agreement, will protect it using at least reasonable care, and will disclose it only to its personnel and advisors who need it and who are bound by confidentiality obligations no less protective than these.
Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known to the receiving party without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.
The receiving party may disclose Confidential Information where required by law or legal process, provided that, where lawful and practicable, it gives the disclosing party prior notice and reasonable cooperation to seek protective treatment.

11. Security

We will maintain administrative, technical and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration and destruction, appropriate to the nature and sensitivity of that data.
Our security measures in respect of personal information are described in the Data Processing Addendum.
Customer is responsible for security within its own control, including access management, offboarding of Authorized Users, and the security of the devices and networks used to access the Services.

12. Privacy

Our handling of personal information for which we act as the responsible organization is described in our Privacy Policy. Our handling of personal information that we process on Customer's behalf is governed by the Data Processing Addendum.

13. Term, Renewal and Termination

The Agreement begins on the earlier of the effective date of the first Order Form and Customer's first use of the Services, and continues for the subscription period stated in the Order Form (the “Subscription Term”).
Unless the Order Form states otherwise, the Subscription Term renews automatically for successive periods of the same length unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term.
Either party may terminate the Agreement for material breach if the breach remains uncured thirty (30) days after written notice describing it.
Either party may terminate the Agreement immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership or similar proceedings not dismissed within sixty (60) days.
On termination or expiry: Customer's right to access the Services ends; Customer will pay all amounts accrued to the effective date of termination; and if we terminate for Customer's material breach, no refund is due. If Customer terminates for our uncured material breach, we will refund prepaid fees for the remainder of the Subscription Term on a pro-rata basis.
For thirty (30) days after termination or expiry, we will make Customer Data available for export through the Services or another reasonable means. After that period we may delete Customer Data, and will do so within ninety (90) days, subject to retention required by applicable law and to backup cycles.

14. Suspension

We may suspend Customer's access to all or part of the Services where: (i) required by applicable law or by a banking partner or payment processor; (ii) we reasonably believe the Services are being used in breach of the Agreement or in a manner that poses a security, fraud, sanctions or legal risk to us, to Customer or to any third party; or (iii) undisputed fees remain unpaid more than thirty (30) days after written notice of non-payment. Where practicable and lawful we will give notice before suspending, will limit the suspension to what is reasonably necessary, and will restore access promptly once the cause is resolved.

15. Warranties and Disclaimers

Each party represents that it has the authority to enter into the Agreement and that doing so does not breach any other agreement binding on it.
We warrant that we will provide the Services in a professional and workmanlike manner consistent with generally accepted industry practice.
EXCEPT AS EXPRESSLY STATED IN THIS SECTION AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND WE DISCLAIM ALL OTHER EXPRESS, IMPLIED, COLLATERAL AND STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE AGAINST ALL THREATS, THAT ALL DEFECTS WILL BE CORRECTED, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE OR SUITABLE FOR ANY PARTICULAR PURPOSE.

16. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF REVENUE, PROFITS, BUSINESS, ANTICIPATED SAVINGS, GOODWILL, USE OR DATA, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations in paragraphs (a) and (b) do not apply to: Customer's obligation to pay fees; either party's breach of its confidentiality obligations; either party's indemnification obligations under Section 17; or a party's fraud, gross negligence or wilful misconduct.
The limitations in this Section apply in the aggregate across all claims and reflect the allocation of risk between the parties. They are a fundamental basis of the bargain and apply even if a limited remedy fails of its essential purpose.

17. Indemnification

We will defend Customer against any third-party claim alleging that the Services, as provided by us and used in accordance with the Agreement, infringe that third party's intellectual property rights, and will pay damages finally awarded or amounts agreed in settlement. This obligation does not apply to claims arising from Customer Data, from a Third-Party Service, or from use of the Services in breach of the Agreement.
If the Services become, or we reasonably believe they may become, subject to such a claim, we may at our option procure the right for Customer to continue using them, modify them to be non-infringing, or terminate the affected Services and refund prepaid fees for the unused portion of the Subscription Term.
Customer will defend us against any third-party claim arising from Customer Data or from Customer's use of the Services in breach of the Agreement or applicable law, and will pay damages finally awarded or amounts agreed in settlement.
The indemnified party must give prompt notice of the claim, give the indemnifying party sole control of the defence and settlement (provided no settlement imposes non-indemnified liability or admission on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

18. Changes to these Terms

We may amend these Terms by posting an amended version at this page and updating the effective date. Where an amendment materially and adversely affects Customer, we will give at least thirty (30) days' notice before it takes effect, by email to Customer's account contacts or through the Services. The amended Terms take effect at the start of the next renewal Subscription Term, or on the stated effective date for Customers without a fixed Subscription Term. Continued use of the Services after the amendment takes effect constitutes acceptance.

19. General Provisions

Governing Law. Except as restricted by applicable law, the Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts sitting in Vancouver, British Columbia. This does not prevent either party from seeking injunctive relief in respect of intellectual property or confidentiality in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Assignment. Neither party may assign the Agreement without the other's written consent, except that either party may assign it in its entirety to a successor in connection with a merger, reorganization or sale of all or substantially all of its assets, on notice to the other party. Any other purported assignment is void.
Notices. Notices to us must be sent to info@runproper.com. Notices to Customer may be sent to the email addresses associated with Customer's account or given through the Services. Notices are deemed received on the next business day after sending.
Force Majeure. Neither party is liable for any failure or delay in performance, other than a payment obligation, caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labour disruption, epidemic, government action, utility or telecommunications failure, or failure of a Third-Party Service.
Publicity. Neither party will use the other's name, logo or marks in publicity without prior written consent, except that we may identify Customer as a customer in a list of customers.
Independent Contractors. The parties are independent contractors. The Agreement creates no partnership, joint venture, agency, fiduciary or employment relationship.
Waiver and Severability. A waiver must be in writing and does not waive any subsequent breach. If any provision is found invalid, illegal or unenforceable, it will be severed and the remaining provisions will remain in full force and effect.
Survival. Sections 1 (Definitions), 5 (Customer Data), 6(e) (notice of erroneous instructions), 9 (Fees), 10 (Confidentiality), 13(e) and 13(f) (effects of termination), 15(c) and 15(d) (disclaimers), 16 (Limitation of Liability), 17 (Indemnification), 19 (General Provisions) and 20 (Contact) survive expiry or termination of the Agreement, together with any provision that by its nature is intended to survive.
Interpretation. “Include” and “including” mean “include without limitation” and “including without limitation”. Headings are for reference only and have no substantive effect.
English Language. The parties have requested that the Agreement and all related documents be drawn up in English. Les parties ont demandé que la présente convention et tous les documents qui s'y rattachent soient rédigés en anglais.

20. Contact

Questions about these Subscription Terms may be sent to info@runproper.com, or to Proper Technologies Inc., British Columbia, Canada.