Effective: On publication. Version 1.0 applies to every Order accepted after it is published.
What eznest offers today. eznest's website, iPhone app and Android app sell no managed service. There is no package to choose on them and nothing to pay for one. eznest publishes these terms so that a business can read, before anything is ordered, how a managed service works if eznest agrees to provide one: only under a written Order that the business accepts, which states the work, every fee and the other terms that §3.2 lists. These terms do not oblige eznest to offer an Order to anyone.
These terms govern every managed service that eznest provides to a business, together with the Order for that service. A business that also holds an eznest provider account keeps the Provider Terms of Service for that account, and these terms change nothing in them.
1. Definitions
"Business" means the business that accepts an Order. The person who accepts an Order for a business confirms that they have the authority to bind it.
"Business Accounts" means the accounts the Business holds with Third-Party Services, including its online store, domain, email, payment processing, advertising, social media, analytics and supplier accounts, and the data in them.
"Deliverable" means a thing the Order says eznest will produce or set up for the Business, such as a configured store, a set of product listings, a collection, a page, an email template, a campaign, a draft advertisement or a report.
"eznest Materials" means the templates, checklists, methods, tools and know-how that eznest owns or uses and that it made before, or apart from, the Order.
"Managed Service" means work that eznest does for the Business, on the Business Accounts and with the Business's content, under an Order. Examples of the kinds of work an Order can cover are setting up an online store on a commerce platform the Business holds; preparing, importing and keeping current the store's product and service-package listings; setting up and running marketing such as sign-up forms, email campaigns, sales-channel connections, advertising campaigns and campaign reports; and setting up an affiliate or referral program. The Order says which work eznest will do.
"Order" means a written document that eznest issues to the Business, that names both of them, refers to these terms and states what §3.2 requires, together with any change to it accepted under §3.4.
"Platform" means eznest's website, iPhone app and Android app.
"Provider Terms" means eznest's Service Provider Terms of Service, published at eznest.ca/terms/providers.
"Third-Party Cost" means an amount charged by anyone other than eznest, including subscription, app, theme, domain, email, payment-processing, product, supplier, shipping, return, advertising, email or text-message sending, and affiliate or creator commission charges.
"Third-Party Service" means a product or service provided by anyone other than eznest, such as a commerce platform and its apps and themes, a domain registrar, an email provider, a payment processor, a supplier or product marketplace, an advertising or social media platform, an email or text-message service, or an affiliate or creator program.
2. What these terms cover
2.1 Work done for a business, not the Platform's own features
A Managed Service is work eznest does for the Business. It is not one of the eznest Pro features that a business uses itself on the Platform, such as leads, quotes, jobs, schedules and invoices. The Provider Terms govern those features.
2.2 For businesses
eznest provides Managed Services to a business for the purposes of its business. It does not provide them to a person for personal, family or household use.
2.3 No effect on the Platform
If the Business holds an eznest provider account, buying, using, pausing or ending a Managed Service changes none of these: how the Platform matches the Business with clients, its Trust Level, its Work Record, its position or visibility on the Platform, and any fee under the Provider Terms. As §7.3 and §8.1 of the Provider Terms say, no business can pay for a better position.
2.4 Optional and separately priced
A Managed Service is optional and priced separately from the Platform. As §8.2 of the Provider Terms requires of an optional product, nothing in a Managed Service is payable unless its price, tax, renewal terms, refund terms and effect on the Business are set out in the Order before the Business accepts it.
3. Orders
3.1 Only under an Order
eznest provides a Managed Service only under an Order. An Order binds the Business and eznest when the Business accepts it in writing.
3.2 What every Order states
Every Order states:
(a) the work eznest will do and each Deliverable, and any work the Business might expect that eznest will not do; (b) each eznest fee, whether it is charged once or for each billing period, its amount, when eznest invoices it and, where one fee covers several Deliverables, the part of it for each; (c) for a service with a billing period, the length of the period, how the service renews, and any minimum term; (d) each Third-Party Service the work needs that the Business must hold or pay for, with the supplier's published price where eznest knows it; (e) any referral fee under §8.3, with its rate and the rule that decides which sales it covers; (f) any payment eznest expects to receive from a supplier or platform because of the work (§8.1); (g) what the Business must provide, such as access, content and approvals, and when; (h) when the work starts and, for one-time work, when eznest expects to deliver it; (i) any refund or cancellation term more generous to the Business than section 10.
3.3 Nothing is payable that the Order does not state
The Business owes no fee, minimum term, referral fee or other charge that the accepted Order does not state.
3.4 Changing the work
eznest does work outside the Order only under a written change that the Business accepts, which states the work and its fee before the work begins. eznest charges nothing for work outside the Order that the Business did not accept in writing.
3.5 When an Order and these terms differ
If an Order and these terms conflict, these terms apply, except where the Order gives the Business more than these terms do.
4. What eznest delivers
4.1 The work in the Order
eznest does the work and delivers each Deliverable that the Order lists, with the care and skill of a competent provider of that kind of work. It does no work that the Order does not list, except under §3.4.
4.2 Delivery
eznest tells the Business in writing when it delivers each Deliverable.
4.3 Correction
If a Deliverable does not match its description in the Order, and the Business tells eznest so in writing within thirty (30) days of its delivery, eznest corrects it at no charge. If eznest has not corrected it within thirty (30) days of being told, §10.3 applies.
4.4 Approval before anything goes out
eznest sends no email, text message or other message to the Business's customers or to the public, and publishes no advertisement, until the Business has approved it, in writing or by a means the Order names. eznest makes changes to the Business's store and its listings only within the work the Order describes, and the Business may review, change or remove any of them at any time.
4.5 Work eznest refuses
eznest does not do work that it reasonably believes would be unlawful or deceptive, would infringe another person's rights, would break eznest's Acceptable Use Policy or a Third-Party Service's terms, or would list a product that eznest reasonably believes is unsafe or recalled. When eznest refuses work for one of these reasons, it tells the Business why and charges nothing for that work.
4.6 Who does the work
eznest does the work through its employees and contractors. eznest is responsible for their work as for its own, and binds them to the duties in section 11.
5. Fees, taxes and invoices
5.1 eznest's fees
The Business pays eznest only the fees the accepted Order states, at the amounts it states, in Canadian dollars. Each eznest fee is plus applicable GST/HST, which eznest states separately on its invoice.
5.2 Invoices and payment
eznest bills each fee by an invoice that names the Order, the fee, the GST/HST on it and the date it is due. The Platform does not take payment for a Managed Service: the Business pays an invoice by the means the invoice states. eznest makes no automatic charge to the Business's card or bank account for a Managed Service unless the Business has authorised that charge in writing for that Order.
5.3 No mark-up on Third-Party Costs
eznest's fees do not include Third-Party Costs, and eznest adds no mark-up to a Third-Party Cost (section 6).
5.4 Unpaid invoices
If an invoice is not paid within thirty (30) days after its due date, eznest may pause the work under that Order after giving the Business written notice. No fee for a billing period, or part of one, accrues while the work is paused, and eznest resumes the work when the overdue invoice is paid. A part of an invoice that the Business disputes in good faith and in writing is not overdue while the dispute is resolved under section 15. §14.3 sets out when eznest may end the Order instead.
6. Third-Party Services and costs
6.1 The Business contracts with each supplier
Each Third-Party Service that the work uses is provided to the Business under the Business's own contract with that supplier, and the Business accepts the supplier's terms in its own name. eznest does not accept a supplier's terms on the Business's behalf: where a step of the work needs that acceptance, eznest asks the Business to give it. eznest is not a party to those contracts.
6.2 The Business pays Third-Party Costs directly
The Business pays each Third-Party Cost to the supplier directly, on the supplier's terms. A Third-Party Cost is not an eznest fee. Where an Order says that eznest will pay a Third-Party Cost for the Business, eznest invoices it at the amount the supplier charged, shown separately from eznest's fees and with the supplier's receipt.
6.3 Advertising spend
eznest spends no advertising budget that the Business has not approved in writing. The Business sets the budget in the advertising account it holds, and the advertising platform bills the Business for the spend. Where an Order's management fee depends on the amount spent, the Order states how.
6.4 Suppliers decide for themselves
A supplier sets its own prices, terms and services. It decides whether to approve a store, a product, an advertisement, a merchant or payment account, or a place in a program, and it may suspend or close an account. eznest does not control those decisions and does not promise any approval. When eznest learns of a supplier change that affects the work, it tells the Business. If a supplier change means that a Deliverable can no longer be delivered as the Order describes it, the Business and eznest may agree a change under §3.4, or the Business may cancel that Deliverable, and eznest then refunds anything the Business paid for it.
7. Who owns what
7.1 The Business owns its business
The Business's store, website, domain, Business Accounts, customer lists, order and sales records, and the content the Business supplies are the Business's. eznest does not become the owner or the holder of any of them.
7.2 Accounts set up for the Business
Where the work needs a new account with a Third-Party Service, eznest sets it up in the Business's name, or transfers it to the Business before the account takes its first order or the supplier first charges for it. From then on, the Business holds the account and pays the supplier directly.
7.3 eznest's access
eznest works through the staff, collaborator or partner access that the Business grants in each Business Account, and it asks for no password where the supplier offers such access. eznest uses that access only for the work in the Order. The Business may remove eznest's access at any time; work that needs the access then stops, and §9.5 applies to the dates that depend on it. When an Order ends, eznest removes its own access within five (5) business days.
7.4 Deliverables belong to the Business
Each Deliverable belongs to the Business from the time eznest delivers it, and eznest assigns to the Business, at that time, all of its rights in the Deliverable, other than its rights in eznest Materials and in content owned by others (§7.6). The Business may use, change and publish a Deliverable as it chooses, during the Order and after it ends.
7.5 eznest Materials
eznest keeps its rights in eznest Materials. Where eznest Materials form part of a Deliverable, eznest grants the Business a non-exclusive, perpetual, royalty-free licence to use them as part of that Deliverable, which continues after the Order ends.
7.6 Content owned by others
A theme, app, font, image or other content that a supplier licenses is governed by that supplier's licence. Before it uses such content in a Deliverable, eznest tells the Business of any licence for it that the Business must hold or pay for.
7.7 The Business's content
The Business keeps its rights in the content it supplies, such as its name, logo, photographs and product information, and permits eznest to use that content only to do the work in the Order. The Business confirms that it has the right to supply the content for that use.
7.8 When an Order ends
When an Order ends, for any reason, the Business keeps its store, its Business Accounts, its content and every Deliverable delivered. Within thirty (30) days of the Business's request, eznest gives the Business any delivered Deliverable that is not already in the Business Accounts, such as a file. eznest charges no fee for the Business to leave.
8. Affiliate, referral and supplier relationships
8.1 Payments eznest receives from suppliers
eznest may receive a commission, a referral fee or another payment from a supplier or platform when the Business uses it, for example a share of the Business's subscription paid under a platform's partner program. eznest names in the Order every such payment it expects. If one arises that the Order does not name, eznest tells the Business in writing as soon as it learns of it. When eznest recommends a Third-Party Service, it tells the Business whether eznest receives anything from that supplier. A payment eznest receives from a supplier never changes the fees the Business pays eznest.
8.2 No fee on the Business's own sales
eznest charges no fee on a sale that the Business makes in its store or through its campaigns, except a referral fee under §8.3.
8.3 A referral fee on sales eznest refers
eznest charges a referral fee only where the accepted Order states it, with its rate and the rule that decides which sales it covers. The fee applies only to a sale that eznest's records attribute, under that rule, to a link or recommendation that eznest made on its own website, apps or channels. It never applies to a sale from the Business's own visitors or customers, or to a sale from a campaign that eznest runs for the Business under an Order. Each invoice for a referral fee lists the sales it is charged on. The Business may end the referral fee by written notice, after which it applies to no sale made after the notice.
8.4 The Business's own affiliate and creator programs
Where eznest sets up an affiliate, creator or referral program for the Business, the Business runs the program and pays its affiliates and creators directly. The Business is responsible for its affiliates and creators disclosing their relationship with the Business as the law and each platform's rules require. eznest includes disclosure wording in what it sets up, and does not set up a program or content that hides a paid relationship.
9. The Business's responsibilities
9.1 The Business is the seller
Everything sold in the Business's store or through its campaigns is sold by the Business. The Business sets its prices and policies; takes, fulfils and delivers orders; charges and remits the taxes on its sales; handles returns, refunds, warranties, recalls and customer service; and is responsible for the products and services it sells, including their safety, labelling and description. eznest is not the seller, and it does not take, hold or refund payment for the Business's sales.
9.2 Accuracy of what the Business supplies or approves
The Business is responsible for the accuracy of the information it supplies or approves, including prices, product specifications, availability, claims, warranties and store policies. eznest prepares listings and copy from that information. Where eznest is unsure whether a statement is accurate, it asks the Business before publishing it.
9.3 Messages, consent and privacy
The Business is the sender of every message to its customers and the advertiser in every advertisement it approves. It is responsible for having each person's consent where the law requires it, for honouring requests to unsubscribe, and for its own privacy policy. eznest sets up the consent and unsubscribe tools that the Order describes.
9.4 The Business's accounts
The Business keeps its Business Accounts open and in good standing, and pays their Third-Party Costs.
9.5 Access, content and decisions
The Business gives eznest the access, content and decisions the Order requires, when it requires them. Where eznest cannot do the work because something the Order requires from the Business has not been given, eznest tells the Business in writing what it needs. The dates that depend on it move by the time eznest waited, and eznest charges no extra fee for the wait.
10. Refunds and cancellation
10.1 Cancelling before the work starts
The Business may cancel an Order by written notice at any time before eznest starts the work. eznest then refunds everything the Business paid under it.
10.2 Cancelling one-time work
The Business may cancel one-time work by written notice at any time. eznest stops the work. The Business keeps, and pays for, each Deliverable delivered before the notice. eznest refunds what the Business paid for each Deliverable not yet delivered, and invoices nothing more for them.
10.3 A Deliverable that is not corrected
Where eznest has not corrected a Deliverable within the time §4.3 gives, eznest refunds what the Business paid for that Deliverable, and the Business may keep it.
10.4 Cancelling a service with a billing period
The Business may cancel a service with a billing period by written notice at any time. The cancellation takes effect at the end of the billing period in which eznest receives the notice, or on an earlier date the Order allows, and eznest invoices no fee for any later period. A fee for the current period is not refunded, except under §10.3 or §10.5. Where the Order states a minimum term and the Business cancels before it ends, the Business owes no more than the fees for the billing periods left in the minimum term, and nothing else.
10.5 When eznest ends a service or does not deliver
If eznest ends a service for its own reasons under §14.3(a), or the Business ends an Order under §14.4, eznest refunds every fee the Business paid for work not yet done and for any billing period, or part of one, after the end date, counted by day. The Business then owes no minimum-term fee.
10.6 Third-Party Costs
eznest refunds only money it received. A Third-Party Cost that the Business paid to a supplier is refunded, if at all, by that supplier on its terms, and advertising spend already made is not refunded by eznest. If eznest paid a Third-Party Cost for the Business under §6.2 and the supplier refunds it to eznest, eznest passes the refund on to the Business.
10.7 How a refund is paid
A refund includes the GST/HST that eznest charged on the refunded fee. eznest pays it by the means the Business used to pay, or as the Business asks in writing, within thirty (30) days of the cancellation or other event that gives rise to it.
10.8 Rights the law gives
Nothing in these terms takes away a right that the law gives the Business and that cannot be given up by contract.
11. Personal information and confidentiality
11.1 Personal information in the Business Accounts
The Business Accounts hold personal information about the Business's customers and others. eznest uses that information only to do the work in the Order and as the Business directs in writing. eznest does not sell it, or use it for eznest's own marketing or for any other business. eznest keeps a copy of it outside the Business Accounts only where the work needs one, and deletes that copy when the Order ends.
11.2 Safeguards
eznest protects that information with safeguards suited to its sensitivity, and limits access to it to the people doing the work. eznest tells the Business in writing, without delay, of any breach of security safeguards involving that information that eznest discovers.
11.3 eznest's own records about the Business
Personal information that eznest holds about the Business's own people, such as their contact details and the invoices sent to them, is handled under eznest's Privacy Policy.
11.4 Confidential business information
Each of eznest and the Business keeps confidential the other's non-public business information that it receives under an Order, and uses it only for the Order. This does not apply to information that is public through no fault of the party that received it, that the party already had or developed on its own, or that the law requires the party to disclose.
12. No guaranteed outcome
12.1 No promise of results
eznest does not guarantee any result from a Managed Service, including traffic, search rankings, leads, sales, revenue, return on advertising spend, followers, email delivery or open rates, or approval by any supplier or platform. Results depend on the Business's products, prices and market, on its customers, and on Third-Party Services that eznest does not control. An estimate or example that eznest gives is not a promise.
12.2 Reports
A report eznest gives states what the Business Accounts recorded, as the Third-Party Services reported it.
12.3 Third-Party Services
eznest is not responsible for a Third-Party Service's outage, error, change, suspension or decision.
13. Limit of eznest's responsibility
13.1 The promises eznest makes
The promises in these terms and in the Order are the only promises eznest makes about a Managed Service. To the extent the law allows, eznest gives no other warranty or condition, express or implied.
13.2 Cap on liability
To the maximum extent permitted by law, eznest's total liability to the Business for all claims arising out of Managed Services and the Orders for them, in any form of action, is limited to the greater of:
(a) the fees the Business paid eznest under its Orders in the twelve (12) months before the claim; or (b) one thousand dollars (CA$1,000).
13.3 Excluded damages
eznest is not liable for indirect, incidental, special, consequential, punitive or exemplary damages, including lost profits, lost sales, lost business opportunities or loss of data, even if eznest was told that they were possible.
13.4 What the limits do not cover
§13.2 and §13.3 do not limit:
(a) a refund owed under section 10; (b) either party's obligations under §13.5 and §13.6; (c) either party's liability for breach of section 11; (d) either party's liability for fraud or wilful misconduct; (e) a liability that the law does not allow to be limited.
13.5 The Business's indemnity
The Business indemnifies eznest, its directors, officers, employees and agents against any third-party claim, and the losses and reasonable legal costs it causes them, arising from:
(a) the products and services the Business sells; (b) content the Business supplied; (c) a message, advertisement, listing or other content the Business approved, except to the extent that eznest changed it after the approval; (d) the Business's breach of the law or of a Third-Party Service's terms.
13.6 eznest's indemnity
eznest defends the Business against any third-party claim that a Deliverable infringes a Canadian copyright or trademark, other than a claim about content the Business supplied or content owned by others (§7.6), provided that the Business tells eznest of the claim promptly and cooperates in the defence. eznest pays the amounts that a court awards against the Business on that claim, or that are agreed in a settlement eznest approves. This indemnity excludes consequential damages.
14. How an Order ends
14.1 When an Order ends
An Order ends when its one-time work has been delivered and every service with a billing period under it has ended, or when it is cancelled under section 10 or ended under this section.
14.2 Cancellation by the Business
The Business may cancel as section 10 sets out.
14.3 Ending by eznest
eznest may end:
(a) a service with a billing period, for any reason, by giving the Business at least thirty (30) days' written notice, with effect at the end of a billing period; (b) an Order, by written notice, if an invoice that the Business does not dispute under §5.4 remains unpaid thirty (30) days after eznest's notice under §5.4; (c) an Order, by written notice, if the Business materially breaches these terms and does not remedy the breach within thirty (30) days after eznest's written notice describing it.
14.4 Ending by the Business for eznest's failure
The Business may end an Order by written notice if eznest materially fails to do what the Order requires and does not remedy the failure within thirty (30) days after the Business's written notice describing it. §10.5 then applies.
14.5 What happens when an Order ends
§7.3 and §7.8 apply. Fees for Deliverables delivered, and for billing periods completed, before the end remain payable, subject to section 10. Sections 7, 10, 11, 13, 15 and 17 continue to apply after the Order ends.
15. Disputes
15.1 Notice first
If the Business has a dispute with eznest about a Managed Service, it first sends eznest written notice of it at support@eznest.ca and allows eznest thirty (30) days to respond.
15.2 Optional resolution
The Business and eznest may agree in writing, after a dispute arises, to mediation or another process. No external dispute-resolution service is pre-arranged or mandatory under these terms.
15.3 Courts
Either party may bring a dispute in a court with jurisdiction. Nothing in these terms waives access to Small Claims Court or to another court that the law makes available, or prevents either party from seeking an injunction from a court to prevent imminent harm.
15.4 No class-action waiver
These terms do not require the Business to waive participation in a class proceeding.
16. Changes to these terms
16.1 A new version
eznest may change these terms by publishing a new version at eznest.ca/terms/managed-services. A new version applies to an Order accepted after it is published.
16.2 Orders already accepted
An accepted Order keeps the version of these terms that was in force when it was accepted. A service with a billing period moves to a new version only when it renews at least thirty (30) days after eznest has told the Business of the new version in writing. The Business may cancel before that renewal under §10.4, and then owes no fee for later periods and no minimum-term fee.
16.3 Corrections
A version that only corrects an error, and adds no charge and no duty for the Business, applies on publication.
17. General
17.1 Governing law
These terms and each Order are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-law principles. Subject to any mandatory law that applies, the parties submit to the jurisdiction of the courts of Ontario.
17.2 Independent parties
eznest and the Business are independent contractors. eznest acts in the Business Accounts only as the Order allows, and it makes no contract in the Business's name.
17.3 Assignment
The Business may not assign an Order without eznest's prior written consent. eznest may assign these terms and an Order to a successor to its business or to an affiliate, and tells the Business in writing when it does.
17.4 Entire agreement
These terms and the Order are the entire agreement between eznest and the Business about the Managed Service in the Order, and replace earlier proposals and communications about it. If the Business holds an eznest provider account, the Provider Terms continue to govern that account.
17.5 Notices
A notice under these terms is given in writing. Email is writing. eznest's address for notices is support@eznest.ca, and the Business's is the email address in the Order.
17.6 Severability
If any provision of these terms is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision is replaced with a valid provision that most closely matches its intent.
17.7 No waiver
A party's failure to enforce a provision of these terms does not waive that provision.
17.8 Force majeure
Neither party is liable for failing to perform an obligation under these terms because of a cause beyond its reasonable control, such as a natural disaster, an act of government, a network outage or a pandemic.
17.9 Language and headings
These terms are written in English. Headings are for convenience only and do not affect interpretation.
Eznest Technologies Inc. Corporation number: 1801532-5 (Canada Business Corporations Act, incorporated 13 June 2026) Registered office: 226 Kinloch Crt, Nepean, Ontario K2J 5S9, Canada Contact: support@eznest.ca