1. Who we are
These Terms of Service ("Terms") are a contract between you and YNET Plus Inc., a corporation incorporated under the laws of Ontario, Canada, which operates the Onest service ("Onest," "we," "us," "our"). They govern your access to and use of the Onest marketing website (onest.so) and the Onest payroll application (app.onest.so) — together, the "Service."
By creating an account or otherwise using the Service, you agree to these Terms. If you are using the Service on behalf of a company, you represent that you have the authority to bind that company to these Terms.
2. The service
Onest is payroll calculation software for Canadian employers. It computes CPP, EI, and federal and provincial income tax deductions according to the Canada Revenue Agency's T4127 Payroll Deductions Formulas, generates paystubs, tracks remittances, and produces year-end T4 slips and Records of Employment (ROEs). Onest calculates and tracks remittance amounts and due dates; it does not hold or transfer funds and does not remit source deductions to the CRA on your behalf.
Service area. The Service is currently offered only to employers whose employees are employed outside Quebec. We plan to support Quebec employers in the future; contact us at support@onest.so if you would like to be notified when Quebec support is available.
Account registration. To use the Service you must register an account and provide accurate information about yourself and your company. You are responsible for keeping your login credentials confidential and for all activity under your account.
Acceptable use. You agree not to use the Service for any unlawful purpose, attempt to gain unauthorized access to the Service or other customers' data, reverse-engineer or copy the Service, or use the Service to process payroll for employees or companies you are not authorized to act for.
3. Fees and billing
Onest costs $4.99 CAD per employee per month, billed as a recurring subscription through Stripe based on your active employee count. Your active employee count is measured at the end of each calendar month and determines the subscription quantity — and the fee — for the following month. Applicable taxes, including HST, are added to each charge. To cancel, contact us at support@onest.so; cancellation takes effect at the end of your current billing period, and stops billing for the period after that. Fees already charged for a billing period are non-refundable. We will give you at least 30 days' notice before any price increase takes effect. If a payment fails, we may retry the charge and will notify you; we may suspend your account if payment is not received within a reasonable time after notice.
4. Not professional advice
Onest computes payroll deductions according to the CRA's published T4127 formulas, but Onest is not an accounting, legal, or tax advisory service, and using Onest does not create an advisory relationship. As the employer, you remain responsible for the accuracy of the information you enter, for filing all required returns, and for remitting source deductions to the CRA on time. Onest's outputs depend on the information you enter and on the CRA formulas in effect at the time of calculation; you are responsible for reviewing amounts before filing or remitting. If you need accounting, legal, or tax advice, consult a qualified professional.
5. Data ownership
You own the payroll data you enter into the Service — employee records, hours, pay runs, and related information ("Customer Data"). We process Customer Data solely to provide the Service to you, as described in our Privacy Policy. We do not sell Customer Data or use it for any purpose other than operating and improving the Service for you.
5A. Processing of employee personal information
Your responsibilities. You are responsible for the personal information of your employees and contractors that you enter into the Service ("Employee Data"). You represent and warrant that you have the legal authority to collect Employee Data and to disclose it to Onest for payroll processing, including having provided any notices and obtained any consents required by applicable privacy and employment law.
Our responsibilities. With respect to Employee Data, Onest will: (a) process it only to provide the Service to you, on your instructions, and as described in our Privacy Policy; (b) protect it using safeguards appropriate to its sensitivity, including encryption of Social Insurance Numbers and banking details; (c) ensure persons processing it are bound by confidentiality obligations; (d) engage only the subprocessors listed in our Privacy Policy, remain responsible for their performance, and give you notice before adding subprocessors; (e) notify you without undue delay upon becoming aware of a breach of security safeguards affecting Employee Data, and provide reasonable information and assistance so you can meet your own legal obligations; (f) assist you, at your reasonable request, in responding to employee requests to access or correct their information; and (g) upon closure of your account, delete or return Employee Data, except records we are required by law to retain.
6. Availability, changes, termination
We aim to keep the Service available, but we do not guarantee uninterrupted access — the Service may be unavailable for maintenance or for reasons outside our control. We may change or discontinue features of the Service, with reasonable notice where practical. We may suspend or terminate your account for non-payment or for violating these Terms. You may stop using the Service and close your account at any time; certain payroll records may be retained after closure to meet legal retention obligations, as described in our Privacy Policy.
Following closure of your account for any reason, we will make your Customer Data available for export in a commonly used format for at least 60 days, after which we may delete it, subject to legal retention obligations.
7. Intellectual property
Our intellectual property. Onest grants you a limited, non-exclusive, non-transferable right to access and use the Service during your subscription, for your own internal payroll purposes. Onest and its licensors retain all right, title, and interest in and to the Service, including all software, designs, and documentation. No rights are granted except as expressly set out in these Terms. If you provide feedback or suggestions about the Service, we may use them without restriction or obligation to you.
8. Limitation of liability; disclaimer of warranties
The Service is provided "as is" and "as available," without warranties of any kind, express or implied, except as required by law.
To the maximum extent permitted by law, each party's total liability arising out of or relating to these Terms or the Service is limited to the greater of (a) the fees paid to Onest in the 12 months preceding the claim, and (b) $1,000 CAD — except that this cap does not apply to: (i) either party's liability for fraud or wilful misconduct; (ii) your indemnification obligations under Section 9 (Indemnity); or (iii) Onest's liability for breach of its confidentiality or Employee Data obligations under Section 5A, which is instead capped at three times the fees paid to Onest in the 12 months preceding the claim.
Neither party is liable to the other for indirect, incidental, special, or consequential damages, or for lost profits, arising from or relating to the Service, except that this exclusion does not apply to: (i) either party's liability for fraud or wilful misconduct, or (ii) your indemnification obligations under Section 9 (Indemnity).
Nothing in these Terms limits liability that cannot be limited under applicable law.
9. Indemnity
You will defend and indemnify Onest against third-party claims, and resulting damages and reasonable legal costs, to the extent arising from: (a) Employee Data or other content you enter into the Service, including any failure to have the authority or consents described in these Terms; (b) your violation of applicable law, including employment, tax, and privacy law; or (c) your use of the Service in breach of these Terms.
10. Governing law; changes to these terms
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario. We may update these Terms from time to time; we will give you at least 30 days' notice of material changes through the app or by email, and you may cancel your account before the change takes effect. Continued use of the Service after a change takes effect means you accept the updated Terms.
11. General
These Terms, together with the Privacy Policy, are the entire agreement between you and Onest regarding the Service, and supersede prior discussions. If any provision is found unenforceable, the remainder stays in effect. You may not assign these Terms without our written consent; we may assign them in connection with a merger, financing, or sale of the business. Neither party is liable for delay or failure caused by events beyond its reasonable control, except your payment obligations. We may send notices to the email address on your account; legal notices to Onest go to support@onest.so. Sections that by their nature should survive termination (including fees owed, IP, indemnity, and limitation of liability) survive. The courts of the Province of Ontario have exclusive jurisdiction over any dispute arising out of these Terms or the Service, and the parties attorn to them.
12. Contact
Questions about these Terms? Contact us at support@onest.so.