Document version: 1.0
Effective date: Monday, June 30, 2025
Last updated: Monday, June 30, 2025
Thank you for choosing Canterly. These Terms of Service (“Terms”) govern your access to and use of all Canterly products and services. The Terms—together with any applicable Order Form, Privacy Policy, Data Processing Agreement (“DPA”), and any other supplemental terms or addenda that the parties expressly incorporate by reference or sign—collectively constitute the “Agreement” between you and Canterly. Please read them carefully, as they contain important information about your legal rights and obligations. Capitalised terms not defined in-line have the meanings set out in Section 15 (Definitions).
Canterly provides online business management software designed for equestrian businesses (“Software Service”), accessible via our Websites and Apps. By accessing or using the Services—whether directly or through an Affiliate—you acknowledge that you have read, understood, and agreed to be bound by this Agreement. If you do not agree to all terms, you may not access or use the Services.
For you or your organisation, the Agreement takes effect (the “Effective Date”) on whichever happens first: (1) the moment you indicate acceptance—for example, by clicking “I Agree” or signing an Order Form—or (2) the first time you or any Affiliate accesses or uses the Services.
If there is any conflict between versions, the English-language version of this Agreement and related documents will prevail.
This Agreement is a binding legal contract between the entity you represent (“you” or “your”) and the applicable Canterly entity identified in Section 14.4 (“Canterly,” “we,” “us,” or “our”). By entering into this Agreement on behalf of a company, organisation, or other legal entity, you represent and warrant that you have full legal authority to bind such entity and its Affiliates to these terms. In that case, all references to “you” or “your” in this Agreement refer to that entity and its Affiliates that subscribe to or use the Services (collectively, the “Subscriber”). Each of Canterly and the Subscriber may be referred to individually as a “Party” and collectively as the “Parties.” Our Privacy Policy explains how we collect, use, and protect information submitted through the Services. By accessing or using the Services, you acknowledge that you have read and agree to the terms of the Privacy Policy. This Agreement governs all use of the Services, whether under a paid subscription, free trial, or other arrangement, unless explicitly stated otherwise. For clarity, this Agreement does not govern the use of the consumer-facing Canterly App, which is subject to a separate agreement accessible within that application. To the extent Canterly processes Your Data originating from the European Economic Area, the United Kingdom, or Personal Data relating to California residents on your behalf, the terms of the Privacy Policy shall apply and are incorporated into this Agreement by reference.
Canterly may update or modify this Agreement from time to time at its sole discretion. Any such changes will take effect upon posting the revised Agreement at https://www.canterly.com/terms-of-service (or any successor URL designated by Canterly), and will not apply retroactively. If we make material changes, we will provide notice through the Services or by email. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Agreement. If you do not agree to the changes, you must stop using the Services and may terminate your account by submitting a request via Request Support. It is your responsibility to review the current version of the Agreement regularly. The “Last Updated” date at the top of the Agreement reflects the date of the latest change.
Certain Services or features offered by Canterly may be subject to additional terms and conditions (“Supplemental Terms”), including, but not limited to, our Privacy Policy and our Data Processing Agreement (“DPA”). These Supplemental Terms will either be incorporated by reference in this Agreement or presented to you for acceptance at the time you subscribe to or enable the applicable Service. In the event of any conflict between this Agreement and the Supplemental Terms, the Supplemental Terms shall prevail, but only concerning the specific Service to which they apply.
Canterly will make the Services to which you have subscribed available to you in accordance with the terms of this Agreement. During the Subscription Term (as defined below), Canterly will use commercially reasonable efforts to ensure the Software Services are available and accessible, subject to reasonable downtime for maintenance, updates, and circumstances beyond Canterly’s control.
Except where urgent action is required (for example, to address a critical security vulnerability), Canterly will provide at least forty-eight (48) hours’ advance notice of any planned maintenance that is reasonably likely to affect availability, and will use commercially reasonable efforts to schedule such maintenance outside peak business hours for the primary region in which the majority of Subscribers are located. Planned maintenance carried out in accordance with this paragraph will not count as downtime for SLA purposes. Notwithstanding Section 2.1.1 and in addition to our rights under Section 8.4, Canterly reserves the right to suspend the Services: (1) in the event of a Force Majeure occurrence as described in Section 14.9; (2) if we reasonably believe your account is being used in connection with malicious software or activity; or (3) during planned maintenance or downtime as outlined in the SLA. We may also modify, suspend, or discontinue any features, components, or functionality of the Services at any time. Where a change results in a material reduction of core functionality, Canterly will give you at least thirty (30) days’ prior notice before the change takes effect, unless (i) earlier implementation is required by applicable law or a court order, (ii) the change is necessary to address an urgent security or performance issue, or (iii) you expressly agree to an earlier effective date. Where such changes are material, we will provide notice through the Services or via email. Notwithstanding the foregoing, Canterly is under no obligation to update, improve, or release new versions of the Services unless expressly agreed in writing. Except as expressly provided in the SLA or an Order Form, Canterly is under no obligation to provide any particular upgrade, new version, or additional functionality, and access to new modules or premium features may require payment of additional fees or execution of a new Order Form.
The Services may interoperate with, link to, or allow data exchange with third-party products, applications, websites, or Services (each a “Third-Party Offering”). Use of any Third-Party Offering is optional and initiated solely at your direction. Third-Party Offerings are not part of the “Services” (as defined in Section 15.22) and are governed exclusively by the third-party provider’s terms, privacy policy, and Service levels. Canterly does not provide support for, or assume any obligation with respect to, Third-Party Offerings except to the limited extent expressly stated in an Order Form. Making a Third-Party Offering available does not constitute (a) an endorsement, certification, or sponsorship by Canterly or (b) a representation that the Third-Party Offering will be uninterrupted, secure, or error-free. All warranties and liability exclusions in Section 9 (Warranties & Disclaimer) and Section 11 (Limitations of Liability) apply equally to your use of Third-Party Offerings. By enabling a Third-Party Offering you (i) authorise Canterly to share or receive the minimum data—potentially including Personal Data—reasonably required to establish and maintain the integration and (ii) instruct the third-party provider to share such data with Canterly. You are responsible for obtaining any End-User consents required by applicable law prior to enabling the integration. Canterly may disable or restrict any Third-Party Offering—without liability to you—if (a) the provider ceases to make the integration available on commercially reasonable terms, (b) use of the integration threatens the security or performance of the Services, or (c) continued use would violate law or infringe third-party rights. Where practicable, Canterly will give reasonable advance notice. Payment Processing Services and “Canterly Payments” are addressed separately in Section 2.7 and are excluded from this Section 2.2 to the extent that section provides different or additional terms.
As part of the Services, Canterly may provide basic support to assist with general platform usage and issue resolution. Additional onboarding, configuration, or training assistance (“Professional Services”) may be offered from time to time at Canterly’s discretion, subject to availability. Additional fees, terms, and conditions may apply and will be communicated where relevant.
To provide onboarding, configuration, technical support, training, or platform management assistance, Subscriber authorizes Canterly’s authorized personnel to access its platform instance and associated data solely for such purposes. Any such access will be limited to the minimum necessary, logged where technically feasible, and conducted in accordance with Canterly’s Privacy Policy, confidentiality obligations, and applicable data protection laws. Canterly will not modify or delete Subscriber Data except as explicitly instructed by Subscriber or required to resolve a support issue.
As part of the Software Service, your business may be listed on the Canterly App or other Canterly-owned channels to increase visibility and discoverability. From time to time, Canterly may offer Subscribers the opportunity to participate in optional promotional programs designed to attract and engage End Users. Additional terms may apply to such marketing and promotional Services (“Marketing Services”). Canterly reserves the right to charge fees for certain Marketing Services, and, upon subscribing to paid Marketing Services, you agree to pay all applicable fees per Section 4 of this Agreement.
Canterly may, at its sole discretion, offer access to certain Services on a free, trial, or beta basis from time to time and at no charge. Notwithstanding anything to the contrary in this Agreement: (1) all free, trial, and beta Services are provided “as is” without warranties of any kind; and (2) Canterly may modify, suspend, or discontinue such Services—or your access to them—at any time, with or without notice and without liability. Without limiting the foregoing, Canterly reserves the right to terminate access to free Services that remain unused for twelve (12) consecutive months. You acknowledge and agree that Canterly shall have no liability for any loss, harm, or damage arising from or related to the use, or discontinuation, of any free, trial, or beta Services.
“Professional Services” means any optional, fee-based onboarding, configuration, training, or consulting Services that may be made available by Canterly upon request and subject to a separate quotation. Additional fees, terms, and conditions, where applicable, will be communicated as an addendum to this Agreement if and when such Services are offered, and will be considered as fully set forth herein.
Canterly provides the ability to process payments through the Services (“Payment Processing Services”) via third-party payment processors, which are considered Third Party Offerings under this Agreement. Use of Payment Processing Services is subject to a separate merchant agreement between you (or your Affiliate) and the applicable third-party processor. By using Payment Processing Services, you agree that you and your Affiliates will comply with the terms of any applicable merchant agreements, as well as all relevant card network rules, operating procedures, and applicable laws and regulations at all times. At Canterly’s sole discretion, you may be offered access to payment processing Services provided by Stripe through the Services (“Canterly Payments”). Use of Canterly Payments is subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”), and may also be subject to additional fees and surcharges, as disclosed during the enrollment process or updated by Canterly from time to time. By enrolling in Canterly Payments, you agree to be bound by the Stripe Services Agreement, as may be amended by Stripe. You also agree to provide accurate and complete business and payment information and authorize Canterly to share this information, including relevant transaction data, with Stripe in accordance with our Privacy Policy. To the extent permitted by law, Canterly may deduct any amounts you owe under this Agreement directly from settlement proceeds processed through Canterly Payments. If the amounts available from settlements are insufficient to satisfy your obligations, Canterly may charge your registered payment method or initiate debits from your bank account for the outstanding balance. Failure to make timely payments will be deemed a material breach of this Agreement. You are responsible for all costs incurred in recovering overdue amounts, including legal fees, arbitration or court costs, collection agency fees, interest, and any other related charges. Canterly may also require a personal guaranty from a principal of your business, with prior written notice. Delinquent accounts may be subject to additional fees, including collection costs, convenience fees, and third-party recovery charges. You expressly consent to being contacted by Canterly or its authorised agents via email or phone regarding payment-related matters. Canterly may, at its sole discretion, offer special pricing, credits, or discounts to you or your Affiliates for the Services, contingent upon the timely activation and continued material use of the Payment Processing Services and/or Canterly Payments. If you or your Affiliate discontinue use of such Services, Canterly reserves the right to revoke any associated pricing benefits, credits, or discounts with immediate effect.
You are responsible for all activity occurring under or in connection with your account, including actions taken by your employees, contractors, consultants, advisors, Affiliates, and End Users. You will ensure that all such individuals and entities comply with the terms of this Agreement, including any applicable Supplemental Terms, acceptable use policies provided or made available by Canterly, and all relevant local, national, and international laws, including those related to data privacy and the transmission of personal data. Any reference in this Agreement to your “access” or “use” of the Services shall be deemed to include access or use by your Affiliates and End Users. Any act or omission by an Affiliate or End User that would constitute a breach of this Agreement if committed by you will be deemed a breach by you. You are solely responsible for ensuring that you have all necessary rights, permissions, and legal bases to engage with or contact End Users through the Services in accordance with applicable laws and regulations.
3.2 Data; Unauthorized Access; Maintaining Networks
You agree to: (1) be solely responsible for the accuracy, quality, and legality of Your Data, including ensuring that its collection, use, and disclosure comply with all applicable data protection, privacy, and data transmission laws; (2) take reasonable steps to prevent unauthorized access to or use of the Services, and promptly notify Canterly of any actual or suspected unauthorized access, use, or security incident; and (3) obtain, maintain, and bear all costs related to any hardware, internet connectivity, telecommunications, or other infrastructure required to access and use the Services.
You, your Affiliates, and End Users agree not to: (1) Submit to the Services any content that is unlawful, infringing, defamatory, obscene, threatening, or otherwise tortious, including content that violates privacy or publicity rights; (2) Interfere with or disrupt the integrity, performance, or operation of the Services or the data contained therein; (3) Attempt to gain unauthorized access to the Services or any related systems or networks; (4) Upload, transmit, or distribute through the Services any viruses, worms, Trojan horses, spyware, time bombs, malicious code, or other harmful files, scripts, or programs; (5) Restrict or inhibit any other user or entity from accessing or using the Services; (6) Remove or obscure any copyright, trademark, or other proprietary rights notices contained within the Services; (7) Frame, mirror, or otherwise incorporate any portion of the Services into another product or Service without express written permission from Canterly; (8) Systematically download, scrape, or store any content from the Services without authorization; (9) Use the Services to send unsolicited or unauthorized communications, including spam; or (10) Use any robot, spider, crawler, scraper, or other automated means to access or extract data from the Services, or to bypass or circumvent the navigational structure or presentation of the Services. Notwithstanding item (10), and subject to any instructions in Canterly’s robots.txt file, Canterly grants public search engine operators limited permission to use spiders solely for the purpose of creating publicly searchable indices of materials on Canterly’s Websites. This permission does not extend to caches, archives, or any use beyond indexing. Canterly may revoke this permission at any time without notice.
You are solely responsible for any liability arising from your or your Affiliates’ collection, handling, storage, or transmission of Cardholder Data. You agree that you and your Affiliates will comply with the Payment Card Industry Data Security Standard (PCI DSS) at all times when using the Services to process credit card transactions. In the event of any actual or suspected breach of PCI DSS compliance or compromise of Cardholder Data, you must promptly notify Canterly in writing at legal@canterly.com and cooperate fully with any related investigations or mitigation efforts.
Canterly reserves the right to reject or require changes to any username or password associated with your account. Usernames and passwords are intended solely for your internal business use and must not be shared with any third party, including competitors of Canterly. You are solely responsible for all activities conducted under your account credentials, whether authorized or not, and Canterly disclaims any liability arising from unauthorized use.
You are responsible for ensuring that you have obtained all necessary, valid, and enforceable consents from End Users as required under applicable laws prior to using the Services, including but not limited to any features involving automated communications, marketing tools, or data processing functionalities.
For a complete description of each party’s obligations when Canterly processes Personal Data, please refer to our DPA.
Unless otherwise specified in an Order Form, the fees for the Services (“Fees”) include, without limitation: recurring Subscription Fees for access to the Software Service; Transaction Fees based on payments processed via Canterly Payments or third-party processors; Application Charges for event-based actions such as bookings, invoicing, SMS or messaging usage; Professional Services Fees for onboarding, configuration, training, or consulting; Marketing or Listing Fees for promotional placements or discovery services; and other usage-, performance-, or value-based charges disclosed during sign-up, in the Billing section of your account, or in an Order Form. All Fees are non-cancellable and non-refundable, except as expressly stated in this Agreement, and are payable in accordance with the agreed billing terms.
Unless otherwise specified in an Order Form, the Subscription Fees for each Renewal Term (as defined below) will be updated to the then-current pricing published on the applicable Canterly Website at the time the Renewal Term begins. If your subscription is governed by an Order Form, Canterly may increase the fees specified therein, provided that any such increase will take effect only at the start of the subsequent Renewal Term. Pricing is subject to change for any Services not purchased or not listed in the Order Form. Canterly also reserves the right to convert any free, trial, or beta Service into a paid Service upon prior notice. Your access to such Service may be suspended if you do not pay the applicable Subscription Fee.
You agree to pay all Subscription Fees and any other applicable charges as set forth in the applicable Order Form or otherwise specified in this Agreement. All Subscription Fees are due for the full duration of the Subscription Term, are non-cancelable, and non-refundable. Unless otherwise stated in an Order Form, all fees must be paid in advance of each billing period. You agree to provide and maintain valid, up-to-date payment information (e.g., credit card or other form of payment accepted by Canterly). By submitting payment details, you represent that you are authorized to use the designated payment method and you authorize Canterly to charge it for all due amounts under this Agreement. You also authorize Canterly to share your payment information with third-party payment processors solely to facilitate payment. You agree to promptly provide any additional information requested by Canterly to verify your identity or facilitate payment processing.
Any undisputed amounts not received by the applicable due date may accrue late fees or overdue charges at the lesser of (1) 1.5% per month on the overdue balance, or (2) the maximum rate permitted by applicable law, plus any reasonable costs incurred in collection. If payment remains outstanding for more than thirty (30) days after the due date, such non-payment will constitute a material breach of this Agreement, and Canterly may suspend the Services or terminate this Agreement in accordance with Section 8.2.
If you believe a payment has been processed in error, you must notify Canterly in writing within thirty (30) days of the payment date, specifying the nature of the error, the amount in dispute, and providing sufficient supporting documentation (“Payment Error Notice”). If Canterly does not receive a Payment Error Notice within this 30-day period, the payment will be deemed accepted and final.
Subscription Fees do not include any taxes, levies, duties, or similar governmental assessments of any kind, including value-added, sales, use, or withholding taxes, imposed by any jurisdiction (collectively, “Taxes”). You are solely responsible for paying all Taxes associated with your purchases and transactions under this Agreement, excluding any taxes assessed on Canterly’s income. If Canterly is legally required to collect or remit any Taxes on your behalf, such amounts will be invoiced to you, and you agree to pay them promptly. You acknowledge and agree that Canterly may be required to report certain transaction details to tax authorities, particularly in connection with Payment Processing Services or applicable merchant activity.
Your subscription will automatically renew at the end of each Subscription Term unless cancelled in accordance with this Agreement. By subscribing, you authorize Canterly to charge your designated payment method for all applicable Subscription Fees, Taxes, and any other Fees associated with your plan at the start of each Renewal Term. You may cancel your subscription at any time through your billing settings or by contacting support@canterly.com. Canterly will provide advance notice of any material pricing changes before they take effect.
Canterly and its affiliates retain all right, title, and interest in and to the Services, the Canterly Data, and Aggregated Data, including all related intellectual property rights. Except for the limited rights expressly granted to you under this Agreement, no rights are granted to you by implication or otherwise. All Canterly Marks are and will remain the exclusive property of Canterly or its affiliates. You may not use, reproduce, or display any Canterly Marks without Canterly’s prior express written consent. Trademarks, Service marks, and logos associated with any Third Party Offerings may be the property of the respective third-party providers. You are solely responsible for complying with any applicable third-party trademark usage guidelines before using such marks.
Subject to the terms and conditions of this Agreement, Canterly grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services specified in an applicable Order Form, solely during the Subscription Term and exclusively for your internal business purposes. You agree that you will not, and will not permit any third party to: modify, adapt, translate, or create derivative works based on the Services; license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share, operate as a Service bureau, or otherwise make the Services available to any third party, except to Affiliates and End Users as expressly permitted under this Agreement; reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of any software used in the Services; access or use the Services for purposes of benchmarking, competitive analysis, or developing competing products or Services; copy or reproduce any features, functions, integrations, user interfaces, or design elements of the Services; or use the Services in any manner not expressly authorized by this Agreement. Any breach of this Section will constitute a material violation of this Agreement and may result in the immediate suspension or termination of your access to the Services, without prejudice to Canterly’s other rights and remedies under law or equity.
You hereby grant to Canterly and its affiliates a worldwide, perpetual, irrevocable, transferable, sublicensable, and royalty-free license to (1) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and incorporate into the Services (without attribution or compensation) any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by you, your Affiliates, or End Users relating to the Services or Canterly’s business; and (2) use your business name(s), trademarks, Service marks, logos, and any publicly available images (collectively, “Your Marks”) in connection with: (x) the delivery and operation of the Services; (y) Canterly’s general marketing, promotional, or advertising activities (unless you request in writing to opt out of such usage); and (z) any specific promotional campaigns or Marketing Services, with your prior written consent where required. Canterly agrees that any use of Your Marks will inure solely to the benefit and goodwill of your business. Canterly will not use any of your confidential information, private materials, or non-public brand assets without your express written permission. Except for the limited rights granted herein, all right, title, and interest in and to Your Marks remain exclusively with you.
As between you and Canterly, you retain all right, title, and interest in and to Your Data. You hereby grant to Canterly and its affiliates a non-exclusive, worldwide, transferable, sublicensable, fully paid, and royalty-free license to use, reproduce, display, perform, modify, and distribute Your Data only as necessary to operate, maintain, improve, and develop the Services and related offerings (e.g., reporting, analytics, integrations). This license does not grant Canterly the right to publicly disclose, sell, or commercialize Your Data outside of the Services, unless such data has been fully anonymized or aggregated in a manner that prevents identification of you, your business, or any individual. Access to Your Data is restricted to authorized personnel and sub-processors under the confidentiality obligations. All use of Your Data remains subject to applicable data protection laws and our confidentiality obligations. You represent and warrant that you have all necessary rights, consents, and authority to grant the foregoing license and to submit Your Data to the Services, and that such use by Canterly does not and will not infringe, misappropriate, or otherwise violate any third-party rights or applicable laws.
Notwithstanding Section 6.1, all right, title, and interest in and to any data or information that Canterly collects or generates independently of Your Data—without access to, reference to, or use of Your Data—shall be exclusively owned by Canterly (“Canterly Data”). This includes, without limitation, any data or information collected directly from End Users via the Canterly App or other Canterly-operated interfaces, even if such data is similar or identical to Your Data.
You agree that Canterly and its affiliates retain all right, title, and interest in and to all Aggregated Data. Nothing in this Agreement restricts Canterly’s or its affiliates’ right to collect, use, and disclose Aggregated Data for any lawful purpose, including but not limited to analytics, benchmarking, research, and product development, provided that such Aggregated Data does not identify you, any End User, or any household, and is not reasonably capable of being used to do so.
Our Privacy Policy explains how Canterly collects, uses, and protects Personal Data submitted through the Services. By accessing or using the Services, you confirm that you have read, understood, and agree to the terms of our Privacy Policy. Without limitation, you acknowledge and agree that Canterly may process Your Data for purposes including: providing and supporting the Services (e.g., billing, technical support, and customer Service), sending direct marketing communications to your representatives or End Users, conducting data analysis and product improvement, and generating internal or external reports. You represent and warrant that you have obtained all necessary rights, authorizations, and consents to provide Your Data to Canterly and to permit its processing under this Agreement and our Privacy Policy. This includes providing appropriate notice and obtaining valid consent from individuals (such as End Users), and directing them to Canterly’s Privacy Policy where required. This does not limit Canterly’s right to also present its Privacy Policy and request individual consent directly where appropriate.
During the Subscription Term, Canterly will take reasonable steps to protect the security, confidentiality, and integrity of Your Data. Canterly will also maintain compliance with the Payment Card Industry Data Security Standard (PCI DSS) for those portions of the Services that store, process, or transmit Cardholder Data.
If either Party becomes aware of any actual or reasonably suspected unauthorized access to, or disclosure of, Your Data that is not permitted under this Agreement, that Party will promptly notify the other in writing. Each Party will provide reasonable cooperation and assistance to the other to investigate, mitigate, and remediate the incident, including supporting any legally required notifications to affected individuals or regulatory authorities, to the extent applicable.
You are solely responsible for managing and resolving any disputes related to the ownership, control, or access to Your Data, including disputes involving current or former owners, employees, Affiliates, contractors, or other third parties associated with your business. You acknowledge and agree that Canterly has no obligation or responsibility to mediate, adjudicate, or otherwise intervene in such disputes.
For a complete description of each party’s obligations when Canterly processes Personal Data, please refer to our DPA.
Each Party agrees not to disclose or use any Confidential Information of the other Party, except: (1) as reasonably necessary to perform its obligations or exercise rights under this Agreement; (2) with the prior written consent of the disclosing Party; or (3) as required by applicable law, regulation, or valid legal process, provided that the receiving Party gives prompt notice (where legally permitted) to the disclosing Party to allow it to seek a protective order or other appropriate remedy. Each Party will protect the other Party’s Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a commercially reasonable standard of care. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was lawfully known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party without reference to or use of the disclosing Party’s Confidential Information; or (d) is received from a third party without breach of any confidentiality obligation. For clarity, nothing in this Section restricts Canterly’s rights with respect to Canterly Data or Aggregated Data, as defined in this Agreement.
The Subscription Term begins on the Effective Date. For first-time Subscribers, Canterly offers a discounted introductory period of ninety (90) days (“Introductory Term”), during which the subscription fee is charged at a reduced rate as communicated at the time of subscription. This Introductory Term is intended to provide Subscribers with full access to the Services at a lower cost during the initial onboarding phase. Unless cancelled before the end of the Introductory Term, the subscription will automatically continue at the then-current standard subscription rate for the selected billing frequency (e.g., monthly or annual) (“Standard Term”), and billing will commence accordingly. Thereafter, the subscription will automatically renew for successive periods equal to your selected billing frequency (each a “Renewal Term”) unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. If you cancel after the Introductory Term begins billing at the standard rate, you will remain responsible for all applicable fees through the end of the current Subscription Term.
Canterly may terminate this Agreement and/or any active subscription effective immediately upon written notice to you if you or any Affiliate materially breach this Agreement. Subject to applicable law, such termination will not relieve you of your obligation to pay all outstanding Fees for the remainder of the Subscription Term, as well as any other amounts owed to Canterly. You will also remain liable for all Fees accrued up to the effective date of termination.
Upon termination or expiration of this Agreement: (1) all active Order Forms will automatically terminate and become null and void; (2) your rights to access and use the Services will immediately cease; and (3) except as expressly stated below or as required by applicable law, Canterly will have no obligation to retain, maintain, or provide access to your Services account or any data. This applies regardless of whether the Agreement is terminated (a) by either Party for convenience with proper notice in accordance with Section 8.1, or (b) by Canterly for cause, including but not limited to non-payment, breach of this Agreement, or violation of law. For a period of up to thirty (30) days following the effective date of termination, Canterly will make Your Data (excluding Cardholder Data and Content, as defined in Section 2.12) available to you via its standard web Services. Upon your written request within this period, and provided that (a) all outstanding Fees under this Agreement have been paid in full, and (b) the Parties have entered into a mutually agreed Statement of Work (“SOW”) as described in Section 2.7, Canterly will assist in exporting Your Data through its data export Service. After this period, Canterly has no obligation to retain or provide Your Data, except as required by applicable law. The following provisions will survive any expiration or termination of this Agreement: the Introduction and Sections 1, 2.3, 2.5, 3, 4 (except Section 4.1), 5, 6, 7, 8.3, 8.4, 9.1, 9.3, 10, 11, 12, 13, 14, and 15.
Canterly may suspend all or part of the Services immediately and without prior notice if: (1) Canterly reasonably determines that your, an Affiliate’s, or an End User’s use of the Services violates this Agreement; infringes, misappropriates, or otherwise breaches third-party rights; violates applicable law or regulation; or poses a material threat to the security, integrity, or proper functioning of the Services or any third party; (2) such suspension is required to comply with a court order, regulatory obligation, or other legal requirement; or (3) the Parties are unable to agree on the engagement of a Subprocessor (as defined in the Canterly P necessary for delivery of the Services. Depending on the nature of the issue, Canterly may suspend access to the Services in whole or in part. If the issue is not resolved within ten (10) days of suspension or notice (if applicable), Canterly may extend or escalate the suspension. Canterly will endeavour to notify you where practicable and will reinstate access once the issue is resolved to its reasonable satisfaction. If the issue remains unresolved fifteen (15) days after written notice (or, if notice is not feasible, fifteen days after suspension), Canterly may terminate the affected Services or this Agreement. Such termination is without prejudice to any additional rights or remedies under Section 8.2. During any suspension, Canterly will maintain Your Data in an exportable format and, upon request, deliver a one-time export (“Data Pack”) at Canterly’s then-current Professional Services rate. Provision of a Data Pack does not waive or settle any outstanding Fees. If the Agreement is terminated pursuant to this Section, data retention and deletion will be governed by Section 8.3.
By registering for and using the Services on behalf of a company, organisation, or other legal entity, you represent and warrant that you have the legal authority to bind that entity to this Agreement. If you do not have such authority, or are not authorised to act on behalf of such entity, you must not subscribe to the Services on its behalf and must involve an authorised representative to activate the subscription.
You agree to provide Canterly with complete, accurate, and up-to-date account information, including your legal entity name, physical address, email address, bank account details, and any other information reasonably requested by Canterly (collectively, “Account Information”). You are solely responsible for ensuring the accuracy of your Account Information and for updating it promptly in the event of any changes. You agree to notify Canterly in writing without undue delay of any updates to your Account Information. Canterly will not be liable for any loss or damage arising, directly or indirectly, from your failure to maintain accurate and current Account Information.
Canterly warrants that, during the applicable Subscription Term, (a) the subscribed Services will perform in all material respects as described in the then-current Documentation, and (b) the core functionality of the subscribed Services will not be materially reduced. If you believe the Services fail to meet this warranty and notify Canterly in writing within thirty (30) days of the first occurrence of the issue, Canterly will use commercially reasonable efforts to restore the Services to conforming performance. If Canterly is unable to remedy the issue within a reasonable period, and subject to your continued cooperation and compliance with this Agreement, you may terminate the affected subscription by providing written notice. Subject to applicable law, Canterly may, at its discretion, issue a pro-rata refund of any prepaid, unused fees for the remainder of the Subscription Term. This warranty applies only where the Services have been used under this Agreement and applicable law. It does not apply to issues arising from misuse, third-party systems, modifications by unauthorised parties, or Force Majeure events. This warranty does not apply to any free, trial, beta, or early access Services, which are provided strictly “as is” and without any warranty. Canterly is committed to continuously improving the functionality of its platform and welcomes Subscriber feedback and feature requests. While not all requests may be implemented, Canterly reviews and prioritises them based on overall usefulness, feasibility, and impact on the broader user base. Canterly will make commercially reasonable efforts to incorporate such requests where appropriate and aligned with its product roadmap.
Except as expressly provided in Section 9.2 above, to the maximum extent permitted by applicable law, Canterly makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, and specifically disclaims all implied warranties, including without limitation any warranties of title, non-infringement, merchantability, or fitness for a particular purpose with respect to the Services and related documentation. Canterly does not warrant that your use of the Services will be secure, timely, error-free, or uninterrupted, or that the Services will be or remain updated, complete, or accurate, or that the Services will meet your requirements. Canterly also makes no warranty that the systems that make the Services available (including, without limitation, the internet, transmission networks, or your local network and equipment) will be uninterrupted or free from viruses or other harmful components. Except as provided in Section 9.2, the Services, and any products or third-party materials, are provided on an “as is” and “as available” basis and solely for your use in accordance with this Agreement. All disclaimers of any kind (including those in this section and elsewhere in this Agreement) apply to both Canterly and its affiliates and their respective shareholders, directors, officers, employees, agents, representatives, contractors, licensors, suppliers, and Service providers (collectively, the “Canterly Parties”).
You agree to indemnify, defend, and hold harmless Canterly and its affiliates, and their respective officers, directors, employees, agents, contractors, licensors, and Service providers (collectively, the “Canterly Parties”), from and against any and all third-party claims, demands, actions, or proceedings, and all related liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees), arising out of or related to: (1) Any actual or alleged breach of this Agreement by you, your Affiliates, or End Users; (2) any use of or access to the Services by you, your Affiliates, or End Users; (3) any actual or alleged infringement, misappropriation, or violation of any third party’s intellectual property, privacy, or other rights by you, your Affiliates, or End Users; and (4) any dispute between you and a third party, including but not limited to disputes over ownership of or access to Your Data.
Canterly disclaims all liability for any damages or losses arising from the transmission of Cardholder Data prior to its secure encryption and receipt by servers owned or controlled by Canterly, including but not limited to losses from fraud, theft, or identity theft. To the maximum extent permitted by law, the total aggregate liability of Canterly and its affiliates, including their officers, directors, employees, and Service providers (“Canterly Parties”), for all claims under this Agreement—whether in contract, tort, or otherwise—will not exceed the greater of: (1) the Subscription Fees actually paid by you in the twelve (12) months preceding the event giving rise to the claim, or (2) one hundred U.S. dollars (USD $100.00). The Canterly Parties will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, data, or business, even if advised of the possibility of such damages. These limitations apply to the fullest extent permitted by law and may not apply in jurisdictions where such limitations are restricted.
You agree to comply with all applicable export control laws and regulations, including those of Singapore, the United States, and any other jurisdiction relevant to your access or use of the Services. You will not use, export, re-export, or transfer the Services in violation of any applicable export law or regulation, including to any country, entity, or individual subject to sanctions or embargoes. You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to applicable trade restrictions, nor are you listed on any government-issued list of prohibited or restricted parties.
Canterly respects the intellectual property rights of others and expects its Subscribers and End Users to do the same. If you believe that any content available through the Services infringes your intellectual property rights, you may notify us by sending a detailed written notice to legal@canterly.com, identifying the allegedly infringing material and the basis of your claim. Canterly will investigate and respond in accordance with applicable law, including taking appropriate action where required. By submitting or uploading any content or materials to the Services, you represent and warrant that you have all necessary rights to do so and that such use does not infringe the rights of any third party.
This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, you agree to first provide Canterly with written notice describing the nature of the dispute and your contact information. Upon receipt of such notice, Canterly will have thirty (30) days to engage in good faith efforts to resolve the dispute to your reasonable satisfaction. If the parties are unable to resolve the dispute within that thirty (30) day period, either party may proceed to pursue formal resolution following the arbitration provisions set forth below.
Any dispute, controversy, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach, or termination, that is not resolved under Section 14.2 shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules (currently accessible at https://siac.org.sg/siac-rules-2025) for the time being in force, which rules are deemed to be incorporated by reference into this clause. The seat of arbitration shall be Singapore. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English. The decision of the arbitrator shall be final and binding on the parties and may be enforced in any court of competent jurisdiction. The arbitrator shall have the authority to grant interim, injunctive, or equitable relief, including specific performance, but only to the extent necessary to resolve the individual dispute presented. All arbitration proceedings, including any rulings or awards, shall be kept confidential to the maximum extent permitted by law. Each party waives any right to bring or participate in a class, collective, or representative arbitration or legal action. Arbitration must be conducted on an individual basis, and class arbitrations are expressly prohibited.
As of the Effective Date of this Agreement, this Agreement is with Canterly Pte. Ltd. (“Canterly Entity”), a company incorporated in Singapore with its principal place of business in Singapore. Canterly Pte. Ltd. provides the Services globally where permitted by applicable local laws. Canterly reserves the right to update or assign the contracting entity in the future, including to a regional affiliate, to support local operations or ensure compliance with jurisdictional requirements. Any such change will be communicated to you through the Services or in writing.
This Agreement, including all Order Forms and any terms or policies incorporated by reference (including via URL), constitutes the entire agreement between you and Canterly with respect to its subject matter, and supersedes all prior and contemporaneous understandings, agreements, proposals, or representations—whether written or oral—relating to the same. In the event of any conflict between this Agreement and an Order Form, the terms of the Order Form shall prevail.
No waiver of any provision of this Agreement will be effective unless it is in writing and signed by a duly authorised officer of Canterly. A waiver of any breach or default will not constitute a waiver of any other or subsequent breach or default. If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to achieve its original intent, or if not possible, severed from the Agreement. In either case, the remaining provisions shall remain in full force and effect.
You may not assign, delegate, or transfer this Agreement, in whole or in part, without the prior written consent of Canterly, and any attempt to do so without such consent will be null and void. Canterly may assign, transfer, or sublicense any of its rights or obligations under this Agreement, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.
Any notices from Canterly under this Agreement may be provided through the Services interface or sent to the email address(es) associated with your account. You consent to receive notices through these means, and such notices will be deemed received on the date sent if sent on a business day, or on the next business day if sent outside business hours. Except as otherwise specified in this Agreement, any notices to Canterly must be delivered by email to support@canterly.com, with a copy to legal@canterly.com, or by registered mail or courier to: Canterly Pte. Ltd., 32 Pekin Street, #05-01, Singapore 048762.
Neither Party will be liable for any failure or delay in performing its obligations under this Agreement (excluding payment obligations) due to causes beyond its reasonable control and not arising from its fault or negligence. Such causes include, but are not limited to: acts of God, natural disasters, pandemics, epidemics, public health emergencies, war, terrorism, civil unrest, governmental actions, labor strikes or disputes (excluding those involving the affected Party’s personnel), supply chain failures, utility interruptions, cyberattacks (including denial-of-service attacks), or outages or failures of Internet, telecommunications, hosting, or cloud infrastructure providers. The affected Party’s performance will be deemed suspended for the duration of the delay, and any relevant deadlines shall be extended accordingly.
You agree that all agreements, notices, disclosures, orders, and other communications provided by Canterly electronically—whether through the Services, by email, or other digital means—satisfy any legal requirement that such communications be in writing. You further consent to enter into agreements and conduct transactions electronically, and waive any rights or requirements under applicable law that mandate non-electronic signatures, physical delivery, or retention of paper records, to the extent permitted by law.
Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or franchisor-franchisee relationship between you and Canterly. Each party acts independently, and neither party is authorised to bind or represent the other in any capacity unless expressly agreed in writing.
For the purposes of this Agreement, the following capitalised terms will have the meanings set forth for each of them below:
15.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with you, and that has been designated to receive Services under this Agreement. For the purpose of this definition, "control" refers to the direct or indirect authority to guide or significantly impact an entity's management or policies, whether through ownership of voting securities, contractual agreements, or other means. "Affiliate" also encompasses any of your designated business locations or Franchisees that receive Services under this Agreement.
15.2 “Aggregated Data” means data that has been anonymized, de-identified, or aggregated by or on behalf of Canterly through the operation of the Services, under applicable law, such that it does not reveal any personally identifiable information about you, any End User, or any individual, and cannot reasonably be used to re-identify any person, End User, or household. Aggregated Data may be used by Canterly for analytics, benchmarking, product improvement, and other lawful business purposes.
15.3 “Apps” means any web or mobile applications through which Canterly makes the Software Service available, including, but not limited to, the Canterly business web app and the Canterly business mobile app. For clarity, “Apps” excludes the consumer-facing Canterly App, which is defined separately.
15.4 “Cardholder Data” means credit or debit card information submitted by you or your End Users through the Services, including card numbers, expiration dates, cardholder names, and associated billing addresses. Cardholder Data is considered a subset of End User Data and is subject to additional handling requirements under applicable payment card industry standards.
15.5 “Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that the Receiving Party should reasonably understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation:
(a) any software used by Canterly in the provision of the Services, including source code;
(b) business and technical information of either party, including Documentation, product plans, designs, pricing, costs, financial data, marketing strategies, personnel information, business opportunities, and know-how; and
(c) any special pricing, discounts, or non-standard commercial terms set forth in an Order Form or other written agreement between the parties.
15.6 “Content” means any media, documents, text, images, audio, video, or other material (excluding Cardholder Data and Your Data) uploaded to, submitted through, or generated within the Services, including any items made publicly visible to End Users or stored in connection with your use of the platform.
15.7 “Documentation" means online user guides, documentation, and help and training materials, as may be provided and updated by Canterly from time to time, accessible at the applicable Website(s), and any other materials provided by Canterly as part of the Services.
15.8 “End User” means any individual or entity that interacts with you through the Services, including those who schedule or purchase products or Services from you, receive communications or marketing from you, are targeted by you through the platform, or are otherwise authorized by you to access or use the Services in connection with your business.
15.9 “End User Data” means any data, information, or other material relating to an End User that is submitted to the Services by you, an Affiliate, or the End User themselves. End User Data may include Cardholder Data and any portion of Your Data that pertains to or identifies specific End Users.
15.10 “Expiration” means the natural conclusion of the current Subscription Term when it reaches its stated end date, without renewal or extension by either Party.
15.11 “Fees” means all charges payable by you under this Agreement, including but not limited to Subscription Fees, Transaction Fees, Application Fees, Professional Services Fees, Marketing or Listing Fees, and any other applicable usage-based, value-based, or performance-based charges, as described in Section 4 or an applicable Order Form.
15.12 “Franchisee” means any party that is bound by a franchise agreement with you and that you have designated to receive access to the Services under your subscription. If so designated, Franchisees will be treated as if they were a party to this Agreement for the purposes of their use of the Services, subject to your responsibilities as the Subscriber.
15.13 “Main Agreement” means the primary commercial contract that governs Subscriber’s use of the Services—whether titled “Terms of Service”, "Terms", “Master Subscription Agreement”, “Services Agreement”, or similar—but excluding the DPA and other ancillary documents.
15.14 “Marketing Services” means the features and tools provided by Canterly that enable the promotion and discoverability of Subscribers and their Services, including but not limited to listings on the Canterly App, Canterly’s website, and selected third-party or partner platforms. These Services may include functionality for showcasing offerings, facilitating reviews or ratings, and enabling End Users to independently view, manage, and book Services through integrated interfaces.
15.15 “Canterly App” means the consumer-facing mobile application and associated website (e.g., Canterly App or such other URL as specified by Canterly) that enable individuals to discover, book, and pay for Services offered by participating Canterly Subscribers. For clarity, the Canterly App is distinct from the business-facing Apps defined in Section 15.3 and does not include access to administrative or operational features of the Software Services.
15.16 “Canterly Marks” means all trademarks, Service marks, logos, trade names, and branding elements used, applied for, registered, or otherwise owned by Canterly or its affiliates, whether or not they are formally registered, and including any goodwill associated with the foregoing.
15.17 “Order Form” means any ordering document, invoice, online subscription flow, checkout form, or other written or electronic documentation—whether completed manually or electronically—that specifies the Services purchased or subscribed to under this Agreement, including the applicable Software Fees (or indication of free Services), subscription term, and any other applicable terms agreed to by the Parties. If an Order Form identifies any Affiliates as recipients of the Services, such entities will be deemed bound by this Agreement as if they were original parties hereto.
15.18 “PCI DSS” means the Payment Card Industry Data Security Standard, which sets technical and operational requirements for organizations that store, process, or transmit cardholder data, as published by the PCI Security Standards Council at https://www.pcisecuritystandards.org/, and as may be amended or updated from time to time.
15.19 “Professional Services” means any supplemental, fee-based Services provided by Canterly beyond standard support, including but not limited to onboarding assistance, technical consulting, configuration support, and training. Where applicable, additional fees, terms, and conditions will be communicated together with the scope.
15.20 “Privacy Policy” means the Canterly Privacy Policy available at <Privacy Policy URL> (or any successor URL designated by Canterly), which describes how Canterly collects, uses, discloses, and protects personal data, and which may be updated from time to time in accordance with its terms.
15.21 “Services” means the full suite of offerings provided by Canterly under this Agreement, including the Software Service (as defined above) and any additional or supplemental services made available by Canterly. These may include, but are not limited to, Canterly Payments, Marketing Services, Professional Services, support services, integrations, and other related solutions or features provided to Subscribers in connection with their use of the Canterly platform.
15.22 “Software Service” means the Canterly platform and all associated software-as-a-service (SaaS) offerings made available by Canterly. This includes the cloud-based business-facing web and mobile applications, administrative dashboards, and business tools that enable Subscribers to manage equestrian operations. The Software Service comprises, but is not limited to, features and modules for horse, client, and staff management; scheduling; bookings; billing and payment processing; as well as integrations, communications, and support functionality provided through the platform.
15.23 “Subscriber” means the company, organisation, or other legal entity that has entered into this Agreement with Canterly to access and use the Services, whether on a paid or unpaid basis. This includes the Subscriber’s authorised users, such as its employees, staff, contractors, or other personnel acting on its behalf.
15.24 Termination means the early ending of this Agreement by either Party before the end of the applicable Subscription Term, whether for convenience or for cause (e.g., material breach, non-payment, or violation of terms), in accordance with the provisions of this Agreement.
15.25 “Third Party Offerings” means any products, Services, software, websites, applications, or integrations provided by third parties that are linked to, interoperate with, or are used in connection with the Services, including without limitation payment processors, marketing tools, or loyalty and rewards programs. Canterly does not control and is not responsible for any Third Party Offerings unless expressly stated otherwise.
15.26 “User” means any individual authorised by the Subscriber to access or use the Services on the Subscriber’s behalf, including employees, administrators, consultants, contractors, or other personnel. Users are distinct from End Users, who interact with the Subscriber through the Services.
15.27 “Website” means https://www.canterly.com, https://www.sea.canterly.com, https://www.eu.canterly.com (or such other URLs as specified by Canterly), as may be updated by Canterly from time to time and any other websites through which Canterly makes the Software Service available.
15.28 “Your Data” means any data, content, information, or materials that you or your Affiliates submit to, upload to, or make available through the Services. This includes, but is not limited to, End User Data, Cardholder Data, and any data relating to your personnel, representatives, or operations. “Your Data” excludes Aggregated Data and any data generated independently by Canterly that does not identify you or any End User.
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