Ribbon Business

Ribbon Terms & Conditions

Last updated: 3 July 2026

Client Agreement

1. These terms and conditions (the "Terms"), together with our privacy policy (the "Privacy Policy") and any statement of work or order confirmation issued by Ribbon (each an "SOW"), form the agreement (the "Agreement") between you ("You", "Your" or "Client") and Ribbon Business Solutions Inc. ("Ribbon", "We", "Us" or "Our") governing Your use of the services described in these Terms (the "Services").

2. By accessing or using the Services, You agree to be bound by the Agreement. If You do not agree with any provision of the Agreement, do not use the Services.

3. Ribbon offers several distinct Services. Except where a Service section states otherwise, each Service may be purchased on its own. The sections of these Terms that describe a specific Service apply to You only if You purchase that Service.

4. The registered office and virtual mail service is governed by Ribbon's Virtual Address Policy, which is a separate agreement You accept when You purchase that service. If there is a conflict between these Terms and the Virtual Address Policy in respect of that service, the Virtual Address Policy prevails.

5. The Services are provided for business purposes and are not intended for personal, family, or household use.

Eligibility

6. The Services are available to: (a) individuals who are forming, registering, or operating a business in Canada; and (b) corporations, partnerships, and other legal entities incorporated, registered, or operating in Canada.

7. The person accepting this Agreement (the "Signatory") must be at least 18 years old, or the age of majority in their province or territory, and capable of entering into a legally binding agreement. Where the Signatory acts on behalf of a business or legal entity, the Signatory must be authorized to bind that business or entity.

8. By accessing or using the Services, You represent and warrant that You meet these eligibility requirements.

Our Services

9. Ribbon provides the following distinct Services, each described in its own section below: (a) business formation and corporate filings; (b) bookkeeping and tax; (c) payroll; and (d) registered office and virtual mail.

10. The Services include access to online tools, resources, documentation, and the assistance of Ribbon's team as described in each Service section, these Terms, and any applicable SOW.

Business Formation and Corporate Filings

11. Ribbon provides tools and services to form federal and Ontario corporations, register sole proprietorships, generate corporate documents and resolutions, maintain a digital minute book, and prepare and submit corporate filings, including annual returns and changes to directors, officers, and addresses.

12. You appoint Ribbon as Your authorized intermediary to prepare and submit filings on Your behalf with Corporations Canada, the Ontario Business Registry, and other applicable government registries, and You authorize Ribbon to obtain, hold, and use the keys, codes, or credentials those registries issue for Your business (such as a corporation key or company key). Ribbon stores these credentials securely and ceases to use them when the applicable Service ends.

13. You warrant that all instructions You give Ribbon in connection with filings come from a director, officer, or other individual authorized to act for Your business. Ribbon prepares filings solely from the information You provide.

14. You remain responsible at all times for the accuracy and completeness of the information You provide, including information about individuals with significant control over Your corporation, and for meeting statutory deadlines and maintaining the registers and records required by applicable corporate law.

15. Ribbon is not responsible for the consequences of inaccurate or incomplete information provided by You, or for government processing times, decisions, or fees.

Bookkeeping and Tax

16. Ribbon offers bookkeeping and tax services, including monthly bookkeeping, sales tax tracking and filings, and the preparation and filing of personal (T1) or corporate (T2) income tax returns, as described in Your plan or an applicable SOW. Unless otherwise set out in an SOW, tax services are limited to the preparation and filing of the returns described in Your plan and do not include consultation on other taxation or legal matters, including local, international, and import/export matters.

17. You agree to cooperate with Ribbon's professionals by providing timely, accurate, and complete information, including access to the financial records, invoices, receipts, and bank statements needed to deliver the Services. Delays or inaccuracies in the information You provide may result in delays and inaccuracies in the Services.

18. You agree to review financial reports and returns prepared by Ribbon promptly upon receipt and to notify Ribbon of any errors or discrepancies within 14 days, so that they can be identified and corrected.

19. You are responsible for keeping Your business finances separate from Your personal finances and for conducting business transactions through dedicated business accounts. Co-mingling personal and business funds can lead to inaccuracies in financial reporting, tax complications, and legal liabilities.

20. OUR WORK IN THE PREPARATION OF FINANCIAL RECORDS AND TAX RETURNS CANNOT BE RELIED UPON TO DISCOVER ERRORS, FRAUD, OR OTHER IRREGULARITIES, SHOULD ANY EXIST. THE SERVICES DO NOT INCLUDE AUDIT FUNCTIONS. ALL WORK AND ADVICE PROVIDED IN CONNECTION WITH THE BOOKKEEPING AND TAX SERVICES IS BASED ON THE INFORMATION AND RECORDS YOU PROVIDE, WHICH RIBBON DOES NOT AUDIT OR INDEPENDENTLY VERIFY. RIBBON IS NOT RESPONSIBLE FOR WORK OR ADVICE BASED ON INACCURATE, INCOMPLETE, OR OUT-OF-DATE INFORMATION PROVIDED BY YOU. IF YOU TERMINATE THE SERVICES BEFORE YOUR RETURNS ARE COMPLETED AND FILED, RIBBON HAS NO RESPONSIBILITY FOR COMPLETING OR FILING THEM.

Payroll

21. Ribbon offers payroll services, including payroll setup and configuration, preparation of payroll runs and pay stubs, preparation of source-deduction calculations, and preparation and filing of year-end T4 and T4A slips, as described in Your plan. Payroll is currently available only as an add-on for clients subscribed to Ribbon's bookkeeping and tax plan.

22. You are the sole authorizer of all payments of Your funds. By enabling payroll, including automatic payroll, You authorize the payments made from Your accounts through Your payroll software, including payroll direct deposits and source-deduction remittances. Ribbon's role is limited to setup, configuration, data entry, preparation, and support. Ribbon does not receive, hold, pay, or transfer Client funds and does not give instructions for the movement of Client funds.

23. You may pause or change Your payroll settings at any time by contacting Ribbon or through Your payroll software. You are responsible for reviewing payroll runs and remittances and for ensuring Your accounts hold sufficient funds to cover authorized payments.

Registered Office and Virtual Mail

24. Ribbon offers a registered office address and virtual mail service, which may be purchased on its own. This service is governed by Ribbon's Virtual Address Policy, a separate agreement You accept when You purchase the service. Activation of the service is subject to the identity verification and compliance screening described in the Virtual Address Policy.

Professional Services Disclaimer

25. Ribbon is not a law firm and does not provide legal services or legal advice. Nothing in the Services or in any document, template, or resource Ribbon provides constitutes legal advice, and the use of the Services does not create a solicitor-client relationship.

26. The Services do not include audit, review, or other assurance engagements, and do not include investment, financing, or securities advice. If You require audit services, seek a reputable external auditor or audit firm.

27. Our Services may not be suitable for Your specific business or professional needs. You are encouraged to consult Your own professional advisors, including legal, accounting, and tax advisors, to ensure the Services are appropriate for You and Your business, and to review these Terms with them.

Fees and Payment

28. The fees for each Service are published on the pricing page of our website. The price presented to You at the time of purchase or renewal is the price You will be charged for that billing period.

29. Government fees, such as incorporation and filing fees charged by federal or provincial registries, are not included in Ribbon's fees. They are identified to You before payment and passed through at cost. Applicable taxes are additional.

30. For subscription Services, You authorize Ribbon to charge Your payment method on a recurring basis for the billing period You select.

31. If a payment fails or an account is overdue, Ribbon may suspend the affected Service after providing notice and a reasonable opportunity to update payment.

Renewal and Cancellation

32. Subscription Services renew automatically at the end of each billing period. For annual subscriptions, Ribbon will send You a reminder before renewal.

33. If the price of a Service changes, Ribbon will give You at least 30 days' notice before the change takes effect. Price changes apply from Your next renewal, and You may cancel before the renewal if You do not accept the new price.

34. You may cancel any Service at any time, effective at the end of its current billing period. Each Service subscription is independent: cancelling one Service does not affect Your other Services. You may export Your business records from the platform at any time before Your subscription ends, and may request a copy afterwards as described in the Suspension and Termination section.

Account Registration

35. To use the Services, You must create an account. You agree to provide accurate, complete, and up-to-date information during registration and to update it promptly if it changes. You are responsible for maintaining the confidentiality of Your account credentials and for activity that occurs under Your account. Do not share Your password with others. Ribbon may suspend or terminate an account if information provided is inaccurate, incomplete, or violates these Terms.

User Responsibilities

36. You agree to the following rules on proper use of the Services:

  • You will use the Services in compliance with all applicable laws, regulations, and these Terms;
  • You will not use the Services for any unlawful or unauthorized purpose or engage in any activity that could harm Ribbon or other users;
  • You are responsible for the accuracy and completeness of the information You provide, and Ribbon is not responsible for consequences arising from inaccurate or incomplete information provided by You; and
  • You are responsible for complying with the legal and regulatory requirements that apply to Your business, including tax, financial, legal, and accounting requirements.

Intellectual Property

37. All intellectual property rights in the Services — including the Ribbon platform, software, templates, document formats, workflows, and content provided by Ribbon — are and remain the property of Ribbon or its licensors. While You subscribe to a Service, Ribbon grants You a limited, non-exclusive, non-transferable licence to use the platform and its outputs for Your own business purposes.

38. Documents generated for Your business, such as Your articles, resolutions, and minute book records, are Yours to use and keep. The templates, systems, and formats used to produce them remain Ribbon's, and You may not resell, reproduce, or commercially exploit them.

Referrals and Partner Offers

39. Ribbon may refer You to third-party providers, including financial institutions, and may present partner offers to You. Ribbon may receive compensation from a partner in connection with a referral.

40. Ribbon is not an agent of any partner and does not provide advice about banking or other financial products. Partner offers are made by the partner on the partner's own terms, and eligibility for a partner offer is determined by the partner.

41. Ribbon does not endorse or guarantee the products or services of any third party, and Your use of them is at Your own risk and subject to the third party's own terms.

Electronic Communications

42. You consent to receive communications relating to Your account and the Services electronically, including by email and through the platform.

43. Ribbon sends marketing communications only in accordance with applicable law, including where Ribbon has express consent, implied consent through an existing business relationship or inquiry, or another permitted basis. Automated marketing emails are sent through SendGrid or a similar email service provider and include Ribbon's sender identification and an unsubscribe link. Unsubscribe requests are honoured within 10 business days. Transactional or service emails about Your account or Services may still be sent where permitted by law.

Privacy

44. Ribbon handles Your personal information in accordance with our Privacy Policy, which describes what we collect, how we use and disclose it, the service providers we use, and Your rights.

Limitation of Liability

45. To the extent permitted by applicable law, Ribbon and its officers, directors, employees, contractors, partners, and agents shall not be liable for any indirect, incidental, consequential, special, aggravated, or punitive damages arising out of or in connection with Your use of the Services, even if advised of the possibility of such damages.

46. Ribbon's total aggregate liability arising from or related to a Service is limited to the fees You paid for that Service in the 12 months preceding the claim. For bookkeeping, tax, and payroll Services, Your first remedy for an error by Ribbon is correction of the work at no additional charge, including preparing amended filings where required. Taxes properly owed by You do not constitute damages. This paragraph does not apply to the extent liability arises from Ribbon's gross negligence or willful misconduct.

47. Nothing in these Terms limits any obligations Ribbon has under applicable privacy law, including notification obligations.

Indemnification

48. You agree to indemnify, defend, and hold Ribbon and its affiliates, officers, directors, employees, and agents harmless from any claims, liabilities, damages, losses, costs, or expenses, including reasonable legal fees, arising out of or in connection with Your use of the Services, Your violation of these Terms, or Your infringement of any rights of a third party, except to the extent caused by the gross negligence or willful misconduct of Ribbon.

Changes to these Terms

49. Ribbon may update these Terms from time to time. If we make a material change, we will notify You by email or through the platform with the change's effective date before it takes effect. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. If You do not accept a change, You may cancel the affected Service before the effective date.

Suspension and Termination

50. You may stop using the Services and cancel as described in the Renewal and Cancellation section. Ribbon may suspend or terminate a Service for material breach of the Agreement, suspected unlawful activity, or non-payment, with notice where practicable.

51. On termination of a Service, fees owing for the current billing period remain payable. You retain access to Your business records held on the platform until the end of Your current subscription period. For 30 days after Your subscription ends, You may request a copy of Your business records by contacting [email protected].

Force Majeure

53. Ribbon is not liable for delays or failures in performance caused by events beyond its reasonable control, including outages or delays of government registries, failures of third-party services or software, postal disruptions, labour disruptions, power or telecommunications failures, and other force majeure events. Ribbon will resume performance as soon as reasonably practicable.

Governing Law and Jurisdiction

54. These Terms shall be governed by and construed exclusively in accordance with the laws of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law provisions or principles.

Dispute Resolution

55. If any dispute occurs between the parties relating to the application, interpretation, implementation, or validity of the Agreement, the parties agree to seek to resolve the dispute through mediation with the Canadian Arbitration Association before pursuing any other proceedings. Nothing herein precludes either party from seeking injunctive relief where serious and irreparable harm may otherwise result. Either party may serve notice of its desire to resolve a dispute by mediation. The mediator shall be appointed by agreement between the parties or, if the parties cannot agree within five days after receipt of the notice of intention to mediate, by the Canadian Arbitration Association. The mediation will be held in Toronto, Ontario, and the costs of the mediator shall be shared equally by the parties. If the dispute has not been resolved within thirty days of the notice of desire to mediate, either party may terminate the mediation and proceed to arbitration as set out below.

56. Subject to the mediation provisions above, any dispute relating to the interpretation or implementation of the Agreement will be resolved by arbitration administered by the Canadian Arbitration Association under its general Rules for Arbitration. Either party may serve notice of its desire to refer a dispute to arbitration. The arbitration shall be conducted by a single arbitrator in Toronto, Ontario, in accordance with the Arbitration Act, 1991, S.O. 1991, c. 17. The decision of the arbitrator shall be final and binding, and no appeal shall lie therefrom. Judgment upon the award may be entered in any court having jurisdiction. The costs of the arbitrator shall be divided equally between the parties.

Severability

57. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be modified to the extent necessary to make it enforceable while maintaining its intent. If such modification is not possible, the provision shall be severed, and the remaining provisions shall continue in full force and effect.

Entire Agreement

58. The Agreement — these Terms, the Privacy Policy, any SOW and, if You purchase the registered office and virtual mail service, the Virtual Address Policy — constitutes the entire agreement between You and Ribbon regarding the Services and supersedes any prior or contemporaneous agreements, understandings, or representations, whether oral or written.

59. By using the Services, You acknowledge that You have read, understood, and agree to be bound by the Agreement.

Contact Information

61. If You have any questions, concerns, or complaints about the Agreement or any of the Services, please contact us at [email protected].