Master Service Agreement

This Master Service Agreement (the “Agreement”) is between Wrench’d Auto Inc., an Alberta corporation located at 12840 St. Albert Trail NW, Edmonton, AB T5L 4H6, Canada (“Wrench’d”, “we”, “us”), and the business that registers for, trials, subscribes to, or uses the Wrench’d platform (the “Customer”, “you”). It takes effect the first time you create an account, start a trial, complete a checkout, or otherwise access the Service, or on the effective date of an order that references it. If you accept on behalf of a business, you confirm you have authority to bind it.

By creating an account, ticking a box that references this Agreement, completing a purchase, or using the Service, you agree to this Agreement together with our Privacy Policy and any order form.

1. Definitions

• “Service” — the Wrench’d cloud applications at app.wrenchd.ca, the Wrench’d mobile apps, related APIs, customer-facing pages (such as estimate, invoice, inspection and booking pages sent to your customers), and documentation.
• “Authorized Users” — your employees and contractors you permit to use the Service under your account.
• “Customer Data” — the information you and your Authorized Users enter into or generate through the Service, including customer, vehicle, estimate, invoice, inspection, inventory, scheduling and payroll records.
• “Order” — an online checkout, subscription selection, or written order form for the Service.
• “Usage Data” — technical data about how the Service is used (logs, metrics, performance), not including the content of Customer Data.
• “Wrench’d IP” — the Service, its software, design, documentation and everything else we provide, other than Customer Data.

2. Access and use

Licence. While this Agreement is in force and fees are paid, we grant you a limited, non-exclusive, non-transferable right for your Authorized Users to use the Service for your internal business operations.

Accounts. You are responsible for your Authorized Users, for keeping credentials confidential, and for everything done under your account. Tell us promptly if you suspect unauthorized access.

Changes to the Service. We improve the Service continually. We will not materially reduce the core functionality of a paid plan during its current term without notice or a reasonable alternative.

Beta features. Features marked beta, preview or similar are optional, provided as-is, and may change or be withdrawn.

3. Restrictions

You will not, and will not allow others to: reverse-engineer or copy the Service except as the law allows; resell or sublicense it; remove proprietary notices; probe, overload or disrupt it or bypass its security; scrape it other than through documented APIs; use it to break the law; upload payment card data into free-text fields; or use it to build a competing product by extracting non-public features.

4. Customer Data and intellectual property

Your data stays yours. You own Customer Data. You grant us a licence to host, process and display it solely to provide, secure, support and improve the Service for you.

Our IP stays ours. We and our licensors own Wrench’d IP. Reference content we supply (for example parts catalogues, vehicle data and inspection templates) remains ours or our licensors’ even when shown inside your account.

Feedback. We may use suggestions you give us about the Service without obligation.

Usage Data. We may use Usage Data to operate and improve the Service and may share it only in aggregated form that does not identify you.

Your responsibilities. You are responsible for the accuracy and legality of Customer Data and for obtaining any consents you need from your own customers and staff, including consent to receive text messages and emails.

5. Messaging and third-party connections

Messaging. The Service can send emails and text messages to your customers and staff on your behalf. You are the sender of those messages for the purposes of Canada’s Anti-Spam Legislation and must have the required consent. Messaging may be metered and billed as described in the Service.

Third-party connections. Optional integrations — for example Google Business Profile, parts suppliers, vehicle data, accounting, payment processors and mapping — are governed by those providers’ terms. We are not responsible for third-party services you choose to enable, and their availability may change.

Platform fee. Where the Service adds a Wrench’d platform fee line to your invoices as described in your plan, that fee is disclosed in-product and may be adjusted per invoice or waived in Settings.

6. Fees and payment

Fees. You will pay the fees shown in your Order or in the Service, including subscription fees, per-user or per-location add-ons, metered usage and applicable taxes (GST and, where applicable, provincial sales tax).

Billing. Subscriptions renew automatically for successive periods unless cancelled before renewal. You authorize us and our payment processor to charge your payment method when fees are due.

Trials. A free trial converts to a paid subscription as described at signup unless cancelled before the trial ends.

Late payment. We may suspend access for unpaid amounts after reasonable notice. Fees are non-refundable except where the law or a written Wrench’d policy says otherwise.

7. Confidentiality

Each party will protect the other’s non-public information with reasonable care, use it only under this Agreement, and disclose it only to people who need it and are bound to keep it confidential, or where the law requires. Customer Data is your confidential information. Information that is public, already known, independently developed, or lawfully received from someone else is not confidential.

8. Privacy and security

Our handling of personal information is described in the Privacy Policy. Where we process personal information on your behalf, we do so only to provide the Service and on your instructions. We maintain reasonable administrative, technical and physical safeguards, keep shops’ data isolated from one another, and encrypt data in transit and at rest. You remain responsible for setting permissions inside your account and for keeping your own exports where you need them.

9. Warranties and disclaimers

We warrant that we will provide the Service in a professional manner substantially as described in the documentation. Otherwise, to the maximum extent the law allows, the Service is provided “as is” and we disclaim all other warranties, including merchantability, fitness for a particular purpose and non-infringement. We do not promise uninterrupted or error-free operation. Wrench’d is a tool: it is not a substitute for your accountant, lawyer or safety professional, and figures the Service produces must be checked by you.

10. Indemnities

By us. We will defend you against third-party claims that the Service, used as permitted, infringes a Canadian or U.S. patent, copyright or trademark, and pay damages finally awarded. We may fix, replace or, if necessary, terminate the affected part with a pro-rated refund. This does not cover claims arising from Customer Data, third-party services, or use outside this Agreement.

By you. You will defend us against third-party claims arising from Customer Data, your customers’ complaints about messages you sent, your misuse of the Service, or your breach of this Agreement or the law, and pay damages finally awarded.

The indemnified party must give prompt notice, reasonable cooperation, and control of the defence.

11. Limitation of liability

To the maximum extent the law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data. Each party’s total liability under this Agreement is limited to the fees you paid to us in the twelve months before the claim arose. These limits do not apply to fraud, wilful misconduct, the indemnities in section 10, or your payment obligations.

12. Term, suspension and termination

This Agreement lasts while you have an active subscription or access. Either party may terminate for a material breach that is not cured within 30 days of written notice. We may suspend access immediately for security risk, illegal use or non-payment. You may cancel renewal in the Service or by contacting support; cancellation stops future charges but does not refund the current period. After termination you may export your Customer Data for 30 days, after which we may delete it subject to legal retention. Sections that by their nature should survive (including 3, 4, 7, 9, 10, 11 and 14) survive termination.

13. Publicity

We may list you as a customer by name and logo unless you tell us in writing not to. Any other public statement requires your consent.

14. Governing law and disputes

This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada applicable there. The parties will first try in good faith to resolve any dispute informally for 30 days; after that, the courts of Alberta sitting in Edmonton have exclusive jurisdiction, except that either party may seek injunctive relief anywhere to protect intellectual property or confidential information. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15. General

This Agreement, the Privacy Policy and your Order are the whole agreement between us and replace any earlier terms. If they conflict, the Order controls on commercial terms and this Agreement controls otherwise. We may update this Agreement by posting a new version at wrenchd.ca/terms with a new date; material changes apply at your next renewal or after notice. You may not assign this Agreement without our consent except to a successor of your business that is not our competitor; we may assign it to an affiliate or successor. If a provision is unenforceable the rest remains in force. Neither party is liable for delays caused by events beyond its reasonable control (other than payment). The parties are independent contractors. Notices to us go to the address below; notices to you go to your account’s administrator email.

16. Contact

Wrench’d Auto Inc.
12840 St. Albert Trail NW, Edmonton, AB T5L 4H6, Canada
support@wrenchd.ca