Terms of Service

DRAFT — FOR TEST PURPOSES ONLY. NOT FOR PUBLICATION.

Last updated: [DATE] Effective date: [DATE]

These Terms govern your use of [PRODUCT/COMPANY NAME]'s software-as-a-service platform (the "Service"). By creating an account or using the Service, you agree to them. They're written to hold up under Australian and New Zealand unfair-contract-terms law, Quebec's Consumer Protection Act, U.S. state auto-renewal and negative-option rules, and the EU Consumer Rights Directive — which means, deliberately, that almost every obligation here runs both ways. A term that binds only you and not us is exactly the kind of clause regulators in these markets are now actively penalizing, so we've avoided it on purpose, not just as a courtesy.

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1. The contract

Using the Service means you accept these Terms and our [Privacy Policy]. If you're accepting on behalf of a company, you're confirming you have authority to bind it.

2. Your account

You're responsible for keeping your credentials secure and for activity under your account. Tell us promptly if you suspect unauthorized access. You must be old enough to form a binding contract in your jurisdiction to use the Service.

3. Subscriptions, billing, and cancellation

• Auto-renewal disclosure. If your plan renews automatically, we'll tell you the price, the renewal interval, and how to cancel before you're charged — not buried in a footnote.
• Cancel as easily as you signed up. You can cancel through the same channel you used to subscribe (in-app, online account settings), with no phone call, retention gauntlet, or "save offer" maze required. This matches the direction of U.S. state auto-renewal laws and FTC enforcement, and the EU's mandatory online withdrawal mechanism now required for distance contracts.
• EU 14-day withdrawal right. If you're a consumer in the EU/EEA, you have 14 calendar days from the start of your subscription to cancel for any reason and get a full refund, even if you've started using the Service — SaaS subscriptions are treated as an ongoing "digital service," not a one-time digital download, so the standard exception for digital content doesn't apply. This right doesn't apply once the withdrawal period has passed.
• Notice of price or term changes. We'll give you reasonable advance notice — at minimum 30 days, and at least 30–60 days for consumers in Quebec — before any price increase or material change to your plan takes effect. If you don't agree, you can cancel before it takes effect without penalty.
• Refunds. Fees already earned for service already delivered are generally non-refundable outside the withdrawal period above, except where required by your local consumer law (including statutory guarantees described in section 6).

4. Acceptable use

You agree not to: reverse-engineer the Service beyond what your local law permits; use it to violate any law; attempt to breach its security; resell or white-label it without a separate agreement; or use it to build a directly competing product using data or access obtained through your account.

5. Your data and content

You own the content and data you put into the Service. You grant us a limited license to host, process, and display it solely to provide the Service to you. How we handle personal information is covered separately in our [Privacy Policy] — these Terms don't override that.

6. Our commitments to you (service warranties)

We'll provide the Service with reasonable skill and care, materially as described. In Australia and New Zealand, certain consumer guarantees (such as fitness for purpose and acceptable quality) apply by law and cannot be excluded, restricted, or contracted out of for a consumer supply — nothing in these Terms attempts to do so. Where a term below would otherwise conflict with a non-excludable guarantee in your jurisdiction, the guarantee governs.

Outside those statutory guarantees, and to the extent your law allows, the Service is provided "as is" without other warranties, express or implied.

7. Limitation of liability

To the extent permitted by law, neither party's liability for indirect or consequential losses is covered under this contract. Where liability is capped, the cap applies equally to both parties and is set at a reasonable level tied to fees paid in the preceding 12 months — not a token amount designed to gut your remedy. Nothing here limits liability that can't lawfully be limited (for example, liability for death, personal injury, fraud, or breaches of non-excludable consumer guarantees).

Why this matters practically: one-sided liability caps and indemnities are now specifically called out as unfair contract terms under Australian Consumer Law (penalties up to $100 million per contravention as of March 2026) and New Zealand's Fair Trading Act, and both regimes extend this protection to small-business customers, not just individual consumers.

8. Termination

Either party can terminate for convenience with [30] days' notice. Either party can terminate for material breach if the other party doesn't fix it within [14–30] days of written notice. On termination, you can export your data for [30] days, after which we'll delete it in line with our Privacy Policy's retention terms. We don't reserve a unilateral right to terminate your account without cause while continuing to charge you, and we don't impose termination terms on you that we wouldn't accept ourselves.

9. Changes to the Service or these Terms

We may update the Service and these Terms over time. For material changes, we'll give advance notice (see section 3 for the specific timelines that apply to billing-related changes) and you'll have the right to cancel before the change takes effect if you don't agree to it. We won't reserve the right to unilaterally decide facts or disputes under the contract in our own favor — that kind of one-sided discretion clause is void in several of the markets these Terms are written for.

10. Dispute resolution and governing law

These Terms are governed by the laws of [JURISDICTION], without prejudice to any mandatory consumer-protection law of the country where you reside, which continues to apply regardless of this choice of law. Nothing here requires you to waive a right that your local consumer law makes non-waivable, including your right to bring a claim before your local courts or regulator where the law guarantees that right.

11. Contact and complaints

[COMPANY NAME] [SUPPORT/LEGAL EMAIL] [MAILING ADDRESS]

If you're not satisfied with how we've handled a complaint, you may also contact your local consumer protection regulator (for example, the ACCC in Australia, the Commerce Commission in New Zealand, the Office de la protection du consommateur in Quebec, or your state Attorney General in the U.S.).

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This document is a compliance baseline reflecting the current direction of consumer-contract law in these five markets, not a substitute for legal review. Several of the rules referenced here are mid-rollout: the EU's mandatory online withdrawal mechanism took effect June 19, 2026; Australia's doubled unfair-contract-terms penalties took effect March 28, 2026; and Ontario, British Columbia, and New Brunswick have passed (but not all yet proclaimed) similar unilateral-amendment and auto-renewal restrictions to Quebec's. Have counsel licensed in each relevant market review before publishing, particularly the liability cap, termination notice periods, and any arbitration clause you add.