Terms of Service

Last updated: 28 April 2026

These Terms of Service ("Terms") govern your access to and use of the software, websites, and related services (collectively, the "Service") provided by Excise Management Solutions Inc. ("EMS", "we", "our", or "us"). By accessing or using the Service, you agree to be bound by these Terms.

This document is provided as a baseline framework and does not constitute legal advice. EMS strongly recommends you have these Terms reviewed by qualified counsel before relying on them in a binding capacity.

1. Acceptance of Terms

By creating an account, signing an order form, or accessing the Service, you ("Customer") agree to these Terms on behalf of yourself or the entity you represent. You represent that you have the authority to bind that entity. If you do not agree to these Terms, you may not use the Service.

2. The Service

EMS provides a software-as-a-service platform for warehouse management of excise-stamped goods, including but not limited to receiving, inventory management, stamp accounting, production scheduling, outbound dispatch, customer-portal access, and reporting.

EMS reserves the right to modify, enhance, or discontinue features of the Service at any time, with reasonable notice when changes materially affect Customer's use.

3. Subscription & Billing

3.1 Subscription Plans

The Service is offered on a subscription basis under tiered plans (Standard, Plus, Pro, Enterprise) defined on our pricing page. Each plan specifies a monthly fee and a quarterly volume threshold (number of inbound shipments).

3.2 Fees

All fees are payable in advance, in U.S. dollars, on a monthly recurring basis unless otherwise agreed in an order form. Annual prepayment options carry the discount stated on the pricing page.

3.3 Volume Overages

If Customer's actual quarterly inbound shipment volume exceeds the plan threshold, EMS will notify Customer at 80% and 100% utilisation. Continued use beyond the threshold requires either an upgrade to a higher tier (prorated to the day of upgrade) or a discussion of a custom Enterprise arrangement. EMS does not retroactively bill for overages.

3.4 Taxes

Fees are exclusive of all applicable taxes. Customer is responsible for paying all sales, use, GST, HST, VAT and similar taxes, except for taxes based on EMS's net income.

3.5 Late Payment

Overdue amounts may bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. EMS may suspend the Service for accounts more than 30 days past due, after written notice.

4. Free Trials

EMS may offer a free trial period. During the trial, the Service is provided as-is and may be subject to feature limits. EMS reserves the right to modify or terminate trials at any time. Continued access at the end of a trial requires conversion to a paid plan.

5. Customer Responsibilities & Acceptable Use

Customer is responsible for:

• Maintaining the confidentiality of account credentials and immediately notifying EMS of any suspected unauthorised access;
• The accuracy, legality, and quality of all data Customer or its users upload to or generate through the Service ("Customer Data");
• Compliance with all applicable laws, including federal, provincial and territorial excise, customs, tax and data-protection laws applicable to its operations;
• Ensuring its end-users (including consignees granted portal access) comply with these Terms.

Customer agrees not to: (a) reverse engineer, decompile, or attempt to extract the source code of the Service except as permitted by law; (b) use the Service to send spam or unlawful communications; (c) attempt to access another customer's data; (d) use the Service to violate any law, regulation, or third-party right; (e) introduce malicious code into the Service.

6. Customer Data & Ownership

Customer retains all right, title, and interest in and to Customer Data. Customer grants EMS a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and modify Customer Data solely as necessary to provide and improve the Service.

EMS may use aggregated and de-identified data derived from the Service for the purposes of operating, maintaining, and improving the Service, provided that such data does not identify Customer or any individual.

7. Data Processing & Privacy

EMS acts as a data processor with respect to personal data contained in Customer Data, and Customer acts as the data controller. EMS will process such personal data only in accordance with Customer's documented instructions and these Terms.

EMS maintains a separate Data Processing Addendum ("DPA") available to Customers on request, which governs the processing of personal data and incorporates standard contractual clauses where required by applicable law. The DPA forms part of these Terms when executed.

For details on how EMS handles information, see our Privacy Policy.

8. Confidentiality

Each party (the "Receiving Party") agrees to protect the other party's ("Disclosing Party") confidential information with at least the same degree of care it uses to protect its own confidential information of like importance, and not less than reasonable care. Confidential Information does not include information that is or becomes publicly known through no fault of the Receiving Party, was independently developed without use of Confidential Information, or is rightfully obtained from a third party without restriction.

9. Service Availability & Support

EMS will use commercially reasonable efforts to make the Service available 24/7, except for: (a) planned maintenance, for which advance notice will be provided where practicable; (b) emergency maintenance; and (c) downtime caused by factors beyond EMS's reasonable control.

Pro and Enterprise tiers include uptime SLAs as specified in the relevant order form. Service credits, where applicable, are Customer's sole and exclusive remedy for SLA shortfalls.

Support is provided by email at admin@excisems.com on Mon–Fri, 9 a.m. – 6 p.m. Eastern Time, excluding Canadian statutory holidays. Pro tier adds business-hours phone support; Enterprise adds 24/7 phone support per the order form.

10. Intellectual Property

EMS owns all right, title, and interest in and to the Service, including all software, documentation, trademarks, and improvements thereto. Nothing in these Terms grants Customer any rights to EMS's intellectual property except the limited rights expressly set out herein.

Customer may provide feedback, comments, or suggestions to EMS ("Feedback"). Customer hereby grants EMS a perpetual, irrevocable, worldwide, royalty-free license to use Feedback for any purpose without obligation.

11. Term & Termination

11.1 Term

These Terms remain in effect for as long as Customer's subscription is active.

11.2 Termination for Convenience

Customer may cancel its subscription at the end of any monthly billing period via account settings or by notice to EMS. Cancellation takes effect at the end of the then-current billing period; EMS does not provide refunds for partial months.

11.3 Termination for Cause

Either party may terminate these Terms upon material breach by the other party that remains uncured for 30 days following written notice.

11.4 Effect of Termination

Upon termination, Customer's right to access the Service ceases. EMS will make Customer Data available for export for 30 days following termination, after which it may be deleted. Sections 6, 7, 8, 10, 12, 13, 14, 15 and 17 survive termination.

12. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EMS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

EMS is not a regulated tax, customs or compliance advisor. The Service is a tool to assist Customer in maintaining its own compliance posture; Customer remains solely responsible for the accuracy of regulatory filings made through or based on the Service.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO EMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Nothing in these Terms limits liability for: (a) gross negligence or wilful misconduct; (b) fraud; (c) infringement of intellectual property rights; or (d) any liability that cannot be limited by applicable law.

14. Indemnification

Customer will defend, indemnify and hold harmless EMS from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Customer's use of the Service in violation of these Terms or applicable law; (b) Customer Data; or (c) Customer's violation of any third-party right.

EMS will defend, indemnify and hold harmless Customer from and against any third-party claim alleging that the Service, as provided by EMS and used in accordance with these Terms, infringes such third party's intellectual-property rights, subject to the limitations in Section 13.

15. Governing Law & Dispute Resolution

These Terms are governed by the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the courts of Ontario for any disputes arising under these Terms, except that EMS may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property.

16. Changes to These Terms

EMS may modify these Terms from time to time. We will notify Customer of material changes via email to the account contact or by an in-product notice at least 30 days before the change takes effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

17. General

Entire agreement. These Terms, together with any executed order form and the DPA, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements on the same subject.

Assignment. Customer may not assign these Terms without EMS's prior written consent. EMS may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Severability. If any provision of these Terms is held invalid, the remaining provisions remain in full force.

No waiver. Failure to enforce any provision does not waive the right to enforce it later.

Force majeure. Neither party is liable for delays or failures in performance to the extent caused by events beyond its reasonable control.

Notices. Notices to EMS should be sent to admin@excisems.com. Notices to Customer will be sent to the account email on file.

18. Contact

Questions about these Terms can be directed to:

Excise Management Solutions Inc.
Canada
admin@excisems.com