Terms of Service

1.1 These Terms of Service (the "Terms") are a binding agreement between [YOUR FULL LEGAL NAME], carrying on business as "Latchly" ("Latchly", "we", "us", "our") and the person or entity that creates an account ("you", "your", the "Landlord").

1.2 The Terms govern your access to and use of latchly.ca, the Latchly applications, and all related services and features (the "Service").

1.3 By creating an account, clicking "I agree", starting a free trial, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

1.4 This is a business agreement. You represent that you use the Service for business or commercial purposes in connection with residential rental property you own, lease, or lawfully manage, and not for personal, family, or household purposes.

1.5 Our Privacy Policy and our Tenant Portal Terms are incorporated into these Terms by reference.

2.1 You must be at least the age of majority in your province or territory and have capacity to contract.

2.2 You must provide accurate, current, and complete information and keep it up to date.

2.3 You are solely responsible for all activity under your account, including activity by anyone you give access to, whether authorized or not. You must keep your credentials confidential, use a strong and unique password, and enable multi-factor authentication where offered.

2.4 Notify us immediately at security@latchly.ca if you suspect unauthorized access. We are not liable for any loss arising from unauthorized use of your account, including loss arising before you notify us.

2.5 One account per person or entity. You may not share, sell, resell, rent, or transfer your account.

3.1 Latchly is a limited-scope tool that lets you record and organize information about your rental properties, consisting of: rent payment entries you make; expense entries you make; utility allocations you calculate; maintenance requests; parking and laundry bookings; key and entry log entries; and a restricted set of tenant contact details, being full name, email address, and mobile number only.

3.2 Every record in the Service exists solely because you entered it. We treat all of it as unverified.

You acknowledge and agree that:

• (a) We do not handle money. We do not hold, transmit, receive, escrow, or process any funds. The Service records that a payment occurred because you told it so. We are not a money services business, payment processor, bank, or financial institution. All rent, deposits, and other funds move entirely outside the Service, under arrangements we are not party to and have no knowledge of. A record in the Service is not a receipt from us and is not proof of payment.
• (b) We do not screen or verify anyone. We perform no tenant screening of any kind. We do not verify tenants, income, credit, references, identity, employment, documents, leases, ownership, or your right to rent any property. We are not a consumer reporting agency, credit reporting agency, or tenant screening agency, and the Service must not be used or represented as one.
• (c) We do not store documents. The Service is not a document repository. We do not store leases, tenancy agreements, notices, government identification, or credit files. See Section 6.
• (d) We do not give legal advice. Nothing in the Service is legal advice. Field labels, prompts, calculations, reminders, and informational content are conveniences only and may be incomplete, outdated, or wrong for your situation.
• (e) We do not give tax, accounting, or financial advice. Any income, expense, mortgage, or financial summary is an unverified convenience calculation based solely on what you entered. Do not rely on it for tax filing, lending, or any regulatory purpose without independent verification by a qualified professional.
• (f) We do not manage your property. We have no role in tenant selection, rent setting, rent collection, notices, evictions, repairs, habitability, or any landlord obligation.
• (g) We do not ensure your compliance. The Service does not ensure compliance with the Residential Tenancies Act, 2006 (Ontario) or equivalent legislation, Landlord and Tenant Board rules or deadlines, human rights legislation, municipal licensing or zoning, fire and building codes, or privacy legislation. Compliance is entirely your responsibility.
• (h) We are not a deadline system. Any reminder, notification, alert, or date calculation is a convenience only. You must not rely on the Service to meet any legal, statutory, contractual, or regulatory deadline. Notifications may be delayed, misdirected, filtered, or fail entirely.

5.1 You are solely responsible for:

• (a) all decisions you make about your properties, tenants, and tenancies;
• (b) the accuracy, completeness, legality, and currency of everything you enter into the Service;
• (c) complying with all laws applicable to you as a landlord, including tenancy, human rights, privacy, tax, licensing, and safety laws;
• (d) all dealings, disputes, and communications with your tenants, occupants, guests, contractors, and neighbours;
• (e) obtaining and maintaining all required tenant consents (Section 7);
• (f) maintaining your own independent records and backups (Section 17);
• (g) the conduct of any person you give access to your account or to a Tenant Portal.

5.2 You have sole control. We do not review, approve, moderate, or supervise your use of the Service or its contents, and have no obligation to do so.

6.1 Permitted tenant information. The Service is designed to hold only the following personal information about a tenant: full name, email address, and mobile telephone number. You will not use the Service to store any other category of personal information about a tenant.

6.2 Prohibited Data — a binding restriction. You must not submit, upload, enter, attach, or transmit through the Service any of the following:

• (a) leases, tenancy agreements, or the Ontario Standard Lease;
• (b) government identification of any kind, including Social Insurance Numbers, passports, driver's licences, or permanent resident cards, or images of any of them;
• (c) credit reports, credit scores, consumer credit files, or tenant screening reports;
• (d) banking information, void cheques, full payment card numbers, or account credentials;
• (e) health information of any kind;
• (f) date of birth, immigration or citizenship status, or any characteristic protected under human rights legislation;
• (g) any information concerning a person who has not consented to it being stored in the Service;
• (h) any information you are prohibited from collecting under the Residential Tenancies Act, 2006, the Human Rights Code, or applicable privacy legislation.

6.3 You must retain your own records. You are solely responsible for storing your leases, notices, identification records, and all other tenancy documentation in your own systems, outside the Service. The Service is not your system of record and must not be relied on as evidence of any tenancy, term, payment, or obligation.

6.4 Consequences. Submitting Prohibited Data is a material breach of these Terms. If you submit Prohibited Data, you do so at your own risk, on your own judgment, and against our express instruction. You accept full and sole responsibility for it and for every consequence of it, including any breach, disclosure, complaint, fine, or claim, and your indemnity in Section 16 applies to it in full. We may delete Prohibited Data without notice and may suspend or terminate your account.

6.5 General caution. Even within permitted categories, enter only what you need. Do not record anything in a note, message, or free-text field that you would not be prepared to have disclosed in a Landlord and Tenant Board proceeding or in a security incident.

6.6 No monitoring. We do not monitor your content and have no obligation to detect Prohibited Data. We may, but need not, remove content we believe violates these Terms or the law.

7.1 Roles. As between you and us, you are the organization responsible for your tenants' personal information under the Personal Information Protection and Electronic Documents Act ("PIPEDA") and applicable provincial privacy legislation. We process it solely as your service provider, on your instructions, to provide the Service.

7.2 Your consent warranty. You represent, warrant, and covenant that you have obtained all consents, given all notices, and have all lawful authority necessary to collect the personal information you enter, to disclose it to us, to have us store and process it in Canada and any jurisdiction where our service providers operate, and to use it for the purposes for which you use the Service.

7.3 You will not collect through the Service any personal information you are not lawfully entitled to collect.

7.4 Breach notification. Nothing in these Terms limits either party's statutory reporting or notification obligations in respect of a privacy breach. If we become aware of a breach of security safeguards affecting your data, we will notify you without unreasonable delay so you can meet your own obligations.

7.5 Our practices are described in our Privacy Policy.

8.1 "Your Content" means all data, text, entries, and records you or your tenants submit to the Service.

8.2 You retain ownership. You grant us a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, display, and back up Your Content solely as necessary to operate, secure, support, and improve the Service, and as permitted by our Privacy Policy.

8.3 You warrant that you have all necessary rights and consents for Your Content and that it infringes no third-party right and violates no law.

9.1 The Service lets you invite tenants to a limited portal ("Tenant Portal") to view information you choose to share and to submit requests such as maintenance tickets or bookings.

9.2 You control it. You decide which tenants to invite, what they see, and when access ends. You are responsible for promptly revoking access when a tenancy ends.

9.3 Tenants must accept the Tenant Portal Terms before access. You will not attempt to grant access in a way that circumvents that acceptance.

9.4 You are responsible to us for your tenants' use of the Tenant Portal as if it were your own use. Your indemnity in Section 16 expressly covers claims brought by or arising from your tenants.

9.5 We have no contractual, agency, fiduciary, or landlord-tenant relationship with your tenants, and are not a party to any lease or tenancy.

10.1 You will not:

• (a) use the Service for any unlawful purpose or in furtherance of any unlawful act against a tenant or any other person;
• (b) use the Service to harass, discriminate against, threaten, surveil, or unlawfully pressure any person;
• (c) upload malware or attempt to breach, probe, scan, or test the security of the Service;
• (d) reverse engineer, decompile, scrape, or create derivative works from the Service;
• (e) resell, sublicense, or provide the Service to third parties as a service bureau;
• (f) circumvent usage limits, access controls, or billing;
• (g) misrepresent your identity or your authority over a property;
• (h) keep records for properties you do not own or lawfully manage.

10.2 Breach of this Section is grounds for immediate suspension or termination without refund.

11.1 Free trial. Fourteen (14) days. Unless you cancel before it ends, your paid subscription begins automatically and your payment method is charged.

11.2 Fee. $25 CAD per month, plus applicable taxes, billed in advance and recurring until cancelled.

11.3 Processing. Payments are processed by a third-party payment processor. We do not store full payment card details. Your use of the processor is subject to its own terms.

11.4 Changes. We may change fees on thirty (30) days' notice, effective at your next renewal. Continued use after the change constitutes acceptance.

11.5 Cancellation. You may cancel at any time, effective at the end of the current billing period.

11.6 No refunds. Except where required by law, all fees are non-refundable, including for partial months, unused periods, or accounts suspended or terminated for breach.

11.7 Non-payment. We may suspend or terminate your account for non-payment after reasonable notice.

12.1 We do not guarantee any level of availability. The Service carries no uptime commitment, service level agreement, or guaranteed response time.

12.2 We may modify, suspend, limit, or discontinue the Service or any feature at any time, with or without notice, and may perform maintenance at any time.

12.3 Support is provided on a commercially reasonable, best-efforts basis by email only, with no guaranteed response time.

12.4 The Service may integrate with or link to third-party services. We do not control them and are not responsible or liable for them, including their availability, security, accuracy, or handling of your data. Your use of a third-party service is governed by that party's terms, directly between you and them.

13.1 THE SERVICE, INCLUDING ALL CONTENT, DATA, CALCULATIONS, REMINDERS, AND OUTPUTS, IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

13.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, COLLATERAL, OR ARISING BY CUSTOM OR COURSE OF DEALING, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, NON-INFRINGEMENT, ACCURACY, OR QUIET ENJOYMENT.

13.3 WE DO NOT WARRANT THAT:

• (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
• (B) ANY DATA, CALCULATION, TOTAL, BALANCE, ALLOCATION, OR REPORT WILL BE ACCURATE, COMPLETE, OR RELIABLE;
• (C) ANY REMINDER OR NOTIFICATION WILL BE DELIVERED, OR DELIVERED ON TIME;
• (D) DATA WILL NOT BE LOST, CORRUPTED, ALTERED, OR RENDERED INACCESSIBLE;
• (E) THE SERVICE WILL MEET YOUR REQUIREMENTS OR ANY LEGAL OR REGULATORY REQUIREMENT APPLICABLE TO YOU;
• (F) DEFECTS WILL BE CORRECTED.

13.4 YOU ASSUME THE ENTIRE RISK OF USING THE SERVICE AND OF RELYING ON ANYTHING IT PRODUCES.

13.5 Where a jurisdiction does not permit the exclusion of a warranty, that exclusion does not apply to you and our liability is limited to the minimum extent permitted by that law.

14.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:

• (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, AGGRAVATED, OR PUNITIVE DAMAGES;
• (B) LOSS OF PROFITS, REVENUE, RENTAL INCOME, BUSINESS, OPPORTUNITY, GOODWILL, OR ANTICIPATED SAVINGS;
• (C) LOSS, CORRUPTION, OR UNAUTHORIZED DISCLOSURE OF DATA OR CONTENT;
• (D) COST OF SUBSTITUTE SERVICES;
• (E) LOSS ARISING FROM A MISSED DEADLINE, LIMITATION PERIOD, NOTICE PERIOD, OR FILING;
• (F) LOSS ARISING FROM AN ADVERSE OUTCOME AT THE LANDLORD AND TENANT BOARD OR ANY COURT, TRIBUNAL, OR REGULATOR;
• (G) LOSS ARISING FROM A TAX REASSESSMENT, PENALTY, OR INTEREST;
• (H) LOSS ARISING FROM ANY ACT OR OMISSION OF A TENANT, CONTRACTOR, OR OTHER THIRD PARTY;

WHETHER THE CLAIM ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 AGGREGATE CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, IN THE AGGREGATE AND NOT PER CLAIM, WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU ACTUALLY PAID US IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM, AND (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

14.3 THIS CAP APPLIES EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.4 Basis of the bargain. You acknowledge that our fees are set in reliance on the allocation of risk in Sections 13 to 16, that this allocation is a fundamental basis of the bargain, and that we would not provide the Service at these prices without it.

14.5 Mandatory carve-outs. Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law, including liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by negligence.

15.1 Our commitment. We will use commercially reasonable technical and organizational measures designed to protect Your Content against unauthorized access, use, or disclosure.

15.2 No guarantee. You acknowledge that:

• (a) no method of electronic storage or transmission is completely secure;
• (b) we cannot and do not guarantee that the Service, or any data in it, will be free from unauthorized access, interception, hacking, phishing, ransomware, insider misuse, or other security incident;
• (c) you transmit and store data through the Service at your own risk.

15.3 SUBJECT TO SECTION 14.5 AND TO ANY LIABILITY THAT CANNOT BE EXCLUDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, CLAIM, FINE, OR EXPENSE ARISING FROM UNAUTHORIZED ACCESS TO, DISCLOSURE OF, ALTERATION OF, OR LOSS OF YOUR CONTENT, INCLUDING ANY CLAIM BROUGHT BY A TENANT OR OTHER THIRD PARTY.

15.4 Your obligations. You are responsible for your own devices, networks, email accounts, and credentials. A compromise originating from your side is not our responsibility.

16.1 You will defend, indemnify, and hold harmless Latchly and its owner, employees, contractors, agents, suppliers, and successors (the "Indemnified Parties") from and against all claims, demands, actions, proceedings, investigations, losses, damages, fines, penalties, liabilities, costs, and expenses (including reasonable legal fees on a full indemnity basis) arising out of or relating to:

• (a) your use of the Service;
• (b) Your Content, including its accuracy, legality, and your right to store it;
• (c) your breach of these Terms or of any representation or warranty in them;
• (d) your submission of Prohibited Data;
• (e) your breach of any law, including tenancy, human rights, privacy, licensing, safety, or tax law;
• (f) any claim by or on behalf of a tenant, occupant, former tenant, applicant, guarantor, contractor, or other third party, including claims relating to a tenancy, eviction, deposit, repair, rent calculation, utility allocation, discrimination, harassment, or privacy;
• (g) any claim relating to personal information you collected, entered, or disclosed, including any privacy complaint, Office of the Privacy Commissioner inquiry, or class proceeding;
• (h) any proceeding before the Landlord and Tenant Board or any court, tribunal, or regulator concerning your properties or tenancies;
• (i) your grant of access to any person, including any Tenant Portal user.

16.2 We will notify you of any claim for which we seek indemnity and may, at our option and at your expense, assume control of the defence. You will not settle any claim in a way that imposes any obligation or admission on an Indemnified Party without our written consent.

17.1 We do not guarantee that any backup exists, is current, is complete, or is recoverable.

17.2 You are solely responsible for independently maintaining your own copies of all records you require for legal, tax, evidentiary, or business purposes. This includes all leases and tenancy agreements, which are never stored in the Service at all.

18.1 By you. Cancel your subscription and close your account at any time.

18.2 By us. We may suspend or terminate your account immediately, without notice and without liability, if we believe in good faith that you have breached these Terms, that your use creates legal or security risk, or for non-payment. We may terminate for convenience on thirty (30) days' notice.

18.3 Effect. Your licence ends immediately. You are responsible for exporting Your Content before termination. We may permanently delete Your Content thirty (30) days after termination and have no obligation to retain it.

18.4 Survival. Sections 4, 5, 6, 7, 8.3, 13, 14, 15, 16, 17, 18.3, 18.4, and 19 to 25 survive termination.

We are not liable for any failure or delay caused by events beyond our reasonable control, including internet or hosting failures, cyberattacks, denial-of-service attacks, power failures, failures of third-party providers, natural disasters, pandemics, labour disputes, war, or government action.

20.1 We may amend these Terms by posting an amended version and updating the effective date.

20.2 For material changes we will give at least thirty (30) days' notice by email or in-app notice.

20.3 Continued use after the effective date constitutes acceptance. If you do not accept, your sole remedy is to stop using the Service and cancel.

21.1 These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it, without regard to conflict of laws rules.

21.2 You irrevocably submit to the exclusive jurisdiction of the courts of Ontario, sitting in [YOUR CITY], and waive any objection based on forum or venue.

21.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21.4 The parties agree that this is a "business agreement" within the meaning of section 22 of the Limitations Act, 2002 (Ontario). Any claim arising out of or relating to these Terms or the Service must be commenced within ONE (1) YEAR after the claim is discovered, failing which it is permanently barred.

To the maximum extent permitted by law, and where you are acting in the course of business, you agree to bring claims only in your individual capacity and not as a plaintiff or class member in any class, collective, or representative proceeding.

23.1 The Service, including all software, design, text, graphics, and trademarks, is owned by us or our licensors and protected by Canadian and international intellectual property law.

23.2 Subject to these Terms and payment of fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service for your internal business purposes.

23.3 Feedback. If you give us suggestions or feedback, you grant us an unrestricted, perpetual, irrevocable, royalty-free right to use it for any purpose without obligation to you.

24.1 We may give notice by email to your account address, by posting in the Service, or by posting on latchly.ca. Email notice is deemed received on the day sent.

24.2 You must give notice to legal@latchly.ca and, for formal legal notice, by registered mail to [YOUR BUSINESS ADDRESS].

25.1 Severability. If any provision is held invalid, illegal, or unenforceable, it will be read down to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remaining provisions continue in full force. The parties expressly intend that a limitation or exclusion held unenforceable in one respect remains fully effective in every other respect.

25.2 No waiver. Our failure to enforce any provision is not a waiver of it.

25.3 Entire agreement. These Terms, with the Privacy Policy and Tenant Portal Terms, are the entire agreement and supersede all prior representations, statements, marketing materials, and understandings. You confirm you have not relied on any representation not expressly set out in these Terms.

25.4 Assignment. You may not assign these Terms without our written consent. We may assign freely, including on a sale of the business.

25.5 No partnership or agency. Nothing creates a partnership, joint venture, employment, agency, or fiduciary relationship.

25.6 Independent legal advice. You acknowledge you had the opportunity to obtain independent legal advice before agreeing.

25.7 Language. The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont demandé que cette convention et tous les documents s'y rattachant soient rédigés en anglais.

25.8 Headings are for convenience only and do not affect interpretation.

[YOUR FULL LEGAL NAME], carrying on business as Latchly

[YOUR BUSINESS ADDRESS]

Support: hello@latchly.ca · Privacy: privacy@latchly.ca · Legal: legal@latchly.ca