DecisionHub Terms of Service

Version 1.0 · Effective 2026-10-01

These Terms of Service ("Terms") are between DecisionHub Limited, a corporation incorporated under the Canada Business Corporations Act (Corporation No. 1289917-5) with its registered office in Calgary, Alberta ("DecisionHub"), and the Customer named in an Order Form.

1. Agreement and definitions

1.1 Agreement. The "Agreement" means the Order Form, these Terms, the DecisionHub Service Level Agreement ("SLA") and the DecisionHub Data Processing Addendum ("DPA"). The order of precedence among them is set out in the DPA.

1.2 Fixed versions. Each document applies in the version in effect on the Order Form date. A later version applies to the Customer only at renewal, or with the Customer's written agreement.

1.3 Definitions. Capitalized terms not defined in these Terms have the meaning given in the DPA.

• •Services means DecisionHub's grant management platform and related support, as described in the Order Form.
• •Users means the Customer's staff, reviewers, committee members and other people the Customer authorizes to use the Services.
• •Portal Users means applicants, grantees and other people who use the Customer's public-facing portals.
• •Customer Content means the forms, questions, program descriptions, guidelines and branding the Customer creates in the Services.
• •Documentation means DecisionHub's then-current user guides and help materials.
• •Confidential Information means non-public information that one party discloses to the other in connection with the Agreement and that is marked as confidential or would reasonably be understood to be confidential.

2. Services

2.1 Access. During the term, DecisionHub grants the Customer a non-exclusive, non-transferable right for its Users to access and use the Services for the Customer's internal grant-making purposes, subject to the Agreement.

2.2 Portal Users. The Customer may invite Portal Users to use its portals. Portal Users may submit applications with or without an account. DecisionHub's portal terms of use apply to both account holders and users who submit applications without an account. Information Portal Users submit is Customer Data and is governed by the DPA.

2.3 Support and availability. DecisionHub provides support and availability as described in the SLA.

2.4 Onboarding. Onboarding services are provided as described in the Order Form.

2.5 Changes to the Services. DecisionHub may update and improve the Services from time to time, but will not materially reduce their core functionality during a term.

2.6 AI features. Any AI features DecisionHub offers are governed by the DPA.

2.7 Trial and beta features. Trial accounts, demonstration environments and features marked "beta" or "preview" are provided "as is", may be changed or withdrawn at any time, and are not covered by the SLA.

2.8 Third-party services. If the Customer chooses to connect the Services to a third-party product, that product is governed by the Customer's agreement with its provider. DecisionHub is not responsible for third-party products.

3. Customer responsibilities

3.1 Accounts. The Customer is responsible for its Users' use of the Services, for keeping login credentials secure, and for promptly telling DecisionHub of any unauthorized use it becomes aware of.

3.2 Customer Data and Content. The Customer is responsible for the accuracy, lawfulness and content of its Customer Data and Customer Content, and for having the authority and any consents needed to collect and use the information it gathers through the Services.

3.3 Acceptable use. The Customer will not, and will not allow anyone else to:

(a) use the Services for any unlawful, harmful or fraudulent purpose;

(b) upload malicious code, or try to get around the security of the Services;

(c) reverse engineer, copy, resell or sublicense the Services; or

(d) overload the Services or interfere with other customers' use of them.

3.4 Suspension. DecisionHub may suspend access to the Services, to the minimum extent reasonably necessary, to deal with a security threat or a material breach of section 3.3. DecisionHub will give notice where it reasonably can and will restore access once the issue is resolved.

4. Fees and payment

4.1 Fees. The Customer will pay the fees set out in the Order Form. Except as stated in the Agreement, fees are non-refundable.

4.2 Invoicing. Unless the Order Form says otherwise, subscription fees are invoiced annually in advance and are due 30 days after the invoice date, in Canadian dollars.

4.3 Disputed invoices. The Customer must tell DecisionHub in writing of any disputed amount within 15 days of receiving the invoice, with reasons. The parties will work in good faith to resolve the dispute, and the Customer will pay the undisputed portion when due.

4.4 Late payment. Overdue undisputed amounts bear interest at 1% per month. If an undisputed amount is more than 30 days overdue, DecisionHub may suspend the Services after giving 15 days' written notice. DecisionHub will not withhold or delete Customer Data because of non-payment.

4.5 Taxes. Fees do not include GST, HST, PST or other applicable taxes, which the Customer will pay in addition unless it provides a valid exemption.

4.6 Renewal pricing. Fees for a renewal term are as set out in the Order Form.

5. Ownership

5.1 Customer Data. As between the parties, the Customer owns its Customer Data. DecisionHub's rights to use Customer Data, Usage Data and Aggregated Data are set out in the DPA.

5.2 Customer Content. The Customer owns its Customer Content. The Customer grants DecisionHub a limited licence to host and display Customer Content to provide the Services.

5.3 DecisionHub property. DecisionHub owns the Services, the Documentation, its form templates and libraries, and all improvements to them. No rights are granted to the Customer except as expressly stated in the Agreement.

5.4 Feedback. If the Customer gives DecisionHub suggestions or feedback about the Services, DecisionHub may use them without restriction or payment. Feedback does not include Customer Data.

6. Confidentiality

6.1 Protection. Each party will use the other's Confidential Information only to perform the Agreement, protect it with at least reasonable care, and disclose it only to its personnel and advisers who need to know it and are bound by confidentiality obligations.

6.2 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it, is received lawfully from a third party, or is independently developed.

6.3 Required disclosure. A party may disclose Confidential Information where required by law, including access-to-information law. Where the law permits, it will give the other party notice so that it can seek to protect the information.

6.4 Public bodies. DecisionHub acknowledges that a public-body Customer is subject to access-to-information law, and that the Agreement may be disclosed under that law. DecisionHub may identify information it considers to be confidential commercial information.

6.5 Customer Data. Customer Data is governed by the DPA.

6.6 Duration. These obligations continue for 3 years after the Agreement ends, and for as long as the information remains a trade secret.

7. Warranties

7.1 Mutual. Each party warrants that it has the authority to enter into the Agreement and will comply with the laws that apply to it in performing the Agreement.

7.2 Services. DecisionHub warrants that the Services will perform materially as described in the Documentation, and that onboarding services will be performed in a professional manner.

7.3 Remedy. If DecisionHub breaches section 7.2, it will use reasonable efforts to correct the problem. If it can't do so within a reasonable time, the Customer may terminate the affected Services and receive a refund of prepaid fees for the unused part of the term. This is the Customer's sole remedy for a breach of section 7.2.

7.4 Disclaimer. Except as expressly stated in the Agreement, the Services are provided "as is". DecisionHub disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and uninterrupted or error-free operation. The Customer is responsible for its own funding decisions.

8. Third-party claims

8.1 Intellectual property claims. DecisionHub will defend the Customer against any third-party claim that the Services, as provided by DecisionHub, infringe that third party's intellectual property rights, and will pay any damages or settlement resulting from the claim. If such a claim is made, DecisionHub may modify the Services, obtain the right for the Customer to keep using them or, if neither is reasonably possible, end the affected Services and refund prepaid fees for the unused part of the term. This section does not apply to claims arising from Customer Data, Customer Content, third-party products or use of the Services in breach of the Agreement.

8.2 Customer Data and Content claims. To the extent permitted by law, the Customer will defend DecisionHub against any third-party claim that Customer Data or Customer Content, or the Customer's use of the Services in breach of section 3.3, infringes that third party's rights or breaks the law, and will pay any damages or settlement resulting from the claim.

8.3 Process. The party seeking defence must promptly notify the other party of the claim, give it control of the defence and settlement, and provide reasonable cooperation. Neither party may settle a claim in a way that imposes an obligation on the other without its consent.

9. Limitation of liability

9.1 Excluded damages. Neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or goodwill, even if advised of their possibility.

9.2 Cap. Each party's total liability arising out of or related to the Agreement, including the DPA and the SLA, is limited to the fees paid or payable by the Customer under the Order Form in the 12 months before the event giving rise to the claim.

9.3 Exceptions. Sections 9.1 and 9.2 do not apply to:

(a) a party's obligations under section 8;

(b) the Customer's obligation to pay fees; or

(c) liability for fraud or wilful misconduct.

10. Term and termination

10.1 Term. The Agreement begins on the effective date of the Order Form and continues for the term set out in it, including any renewals.

10.2 Termination for cause. Either party may terminate the Agreement if the other party materially breaches it and does not cure the breach within 30 days of written notice. The DPA's termination rights also apply.

10.3 Effect of termination. When the Agreement ends:

(a) the Customer's access to the Services ends;

(b) the DPA applies to the export and deletion of Customer Data;

(c) the Customer will pay any fees owed up to the end date; and

(d) if the Customer terminates for DecisionHub's breach, DecisionHub will refund any prepaid fees for the unused part of the term.

10.4 Survival. Sections 4 (for amounts owed), 5, 6, 8, 9, 10.3 and 11 survive termination.

11. General

11.1 Governing law. The Agreement is governed by the laws of Alberta and the federal laws of Canada that apply there, and the courts of Alberta have exclusive jurisdiction, unless the Order Form says otherwise.

11.2 Dispute resolution. Before starting court proceedings, the parties will try in good faith to resolve any dispute through discussion between senior representatives for at least 30 days. This does not prevent either party from seeking urgent relief.

11.3 Notices. Notices must be in writing and sent by email, with confirmation of receipt, or by courier to the contacts named in the Order Form.

11.4 Publicity. DecisionHub may name the Customer, and use its logo, as a client in its marketing materials. The Customer may opt out at any time by notice to DecisionHub.

11.5 Assignment. Neither party may assign the Agreement without the other's consent, which will not be unreasonably withheld, except to a successor in a merger, acquisition or sale of substantially all of its business, with notice to the other party.

11.6 Subcontractors. DecisionHub may use subcontractors and Sub-processors to provide the Services, as set out in the DPA, and remains responsible for them.

11.7 Force majeure. Neither party is liable for any delay or failure caused by events beyond its reasonable control, except for payment obligations.

11.8 Independent contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture or agency relationship.

11.9 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior agreements and discussions. Terms in a purchase order or other Customer document do not apply.

11.10 Amendments. Amendments must be in writing and signed by both parties, except as provided in section 1.2.

11.11 Waiver and severability. Failure to enforce a provision is not a waiver. If a provision is found unenforceable, it will be limited to the minimum extent necessary and the rest of the Agreement continues to apply.

11.12 Electronic signature. The Order Form may be signed electronically and in counterparts.