Registration and company key terms

“Markham Office”, “we”, “us” and “our” mean 1Business Box Inc. DBA Hugo Pacific Commercial, operating as Markham Office. “OBR” means the Ontario Business Registry. “Company Key” means the confidential access code the Province of Ontario issues to an entity for transactions in the OBR. “Company” means the corporation, sole proprietorship, partnership or other entity whose Company Key you give us. “OBR Services” means any service you order from us that requires us to set up Delegated Authority for, or file or transact in the OBR for, the Company. “Delegated Authority” means authority the Company grants to Markham Office in the OBR so that we can transact for it as an intermediary.

These terms apply together with our Terms of Service.

(a) When you give us a Company Key, you represent and warrant that (i) you are a director, officer, partner, owner or other person authorized by the Company to provide its Company Key and to instruct us for it, (ii) the Company has authorized Markham Office to act as its intermediary in the OBR, and (iii) everything you give us is true, complete and current.

(b) On the Company’s behalf, you authorize Markham Office to: use the Company Key to claim and maintain Delegated Authority for the Company in the OBR; prepare, submit and retrieve the filings, searches and transactions you order; and receive OBR notices and documents for those transactions.

(c) We act only on the instructions you give through your my.markhamoffice.com account or in writing. We do not file anything for the Company that you have not ordered. Each order you confirm in the portal has the same effect as a signed written instruction. We will record the name and role of the person authorizing each filing.

(d) We are not a law firm and do not give legal advice.

(e) You will promptly tell us if your authority to act for the Company ends or changes. When you do, we will stop using the Company Key for that Company except to complete filings already submitted.

Markham Office is an OBR intermediary. We have agreed with the Province of Ontario to act only within the authority our clients give us. You acknowledge that we rely on your representations in section 2 when we give the Province those assurances.

(a) The Company Key is encrypted in transit and at rest. It is stored separately from your general account information.

(b) The portal shows the Company Key only in masked form. That applies to you and to our staff.

(c) Only staff members we have specifically authorized to handle OBR Services can reveal the full Company Key. Today that is our registration team and administrators. They may reveal it only when it is needed to carry out a service you ordered, to maintain Delegated Authority, or to respond to your request. Every reveal is recorded with the staff member, date, time and reason, and we review these records monthly.

(d) Our staff and contractors must keep client information confidential. Unauthorized access to or use of a Company Key is prohibited and is grounds for discipline up to and including dismissal.

(e) We do not sell, rent or share your Company Key. The only place we enter it is the OBR, and the only purpose is the services you ordered. The exception is where disclosure is required by law, court order or subpoena.

(f) We will never ask for your Company Key by phone, text or unsolicited email. Enter it only in the portal.

(a) While you are a client. After Delegated Authority is in place, we will keep the Company Key, encrypted, as a backup for as long as the Company has an active service or subscription with us. We do this so that we can restore or re-establish Delegated Authority, and complete filings you order, without asking you for the key again. You can choose not to have us keep it by using the “Remove company key” option in the portal or by writing to us. If you do, we may need to ask for the key again for future orders.

(b) On your request. You can ask us to delete the Company Key at any time. We will delete it within 10 business days, unless a filing you ordered is in progress, in which case we will delete it within 10 business days after that filing completes. Deleting the key does not remove our Delegated Authority in the OBR. See section 5(d).

(c) On account closure or end of service. If you close your account, or no service that needs the Company Key has been active for 12 months, we will delete the Company Key within 30 days.

(d) Delegated Authority. When our services for the Company end, or at your request, we will release or remove our Delegated Authority in the OBR where the OBR lets us do so, and we will tell you when that is done. You can also remove intermediary access directly in the OBR.

(e) Records we keep. Deleting the Company Key does not delete our records of the filings we made, the authorizations you gave us, or our access logs. We keep these for 7 years, or longer if required by law or by our agreement with the Province, so that we can show what we did and on whose authority. These records do not contain the full Company Key.

(f) Deleted keys are removed from our live systems. Any encrypted backups that contain them are kept for up to 30 days on our normal backup cycle and are then overwritten.

(a) Keep the Company Key confidential. Share it only with people and intermediaries you trust. Keep your portal login secure and use two-factor authentication where we offer it.

(b) Keep the Company Key current in the portal. If the Province issues a new Company Key, or you request a replacement, update it in the portal or tell us promptly. If the key on file is wrong or out of date, we may be unable to complete filings, and we are not responsible for resulting delays, penalties or dissolution notices.

(c) Tell us immediately at security@markhamoffice.com if you believe the Company Key, or your portal account, has been lost, disclosed or misused. Where the Province allows it, also request a replacement key from the Province. Until you tell us, we may continue to act on instructions given through your account.

(d) You are responsible for keeping the Company’s own OBR information, including its official email, accurate.

(a) If we learn of a breach of our security safeguards involving your Company Key or your OBR records, we will take steps right away to contain it. That includes revoking staff access and, where appropriate, asking you to request a replacement Company Key.

(b) We will notify you as soon as feasible if a breach creates a real risk of significant harm, and we will report it to the Office of the Privacy Commissioner of Canada as PIPEDA requires. We will also notify the Province where our OBR agreement requires it. Where appropriate, we will notify you even if the legal threshold is not met. We will keep a record of every breach as required by law.

(c) Our notice will tell you what happened, what information was involved, what we have done, and what you should do, such as requesting a new Company Key or reviewing recent OBR filings.

(a) We are responsible for carrying out OBR Services with reasonable care and for protecting your Company Key as described in section 4.

(b) We are not responsible for loss caused by: inaccurate, incomplete or out-of-date information or Company Keys you give us; instructions given through your account by anyone using your login; the unavailability, errors or decisions of the OBR or the Province; or your failure to meet your responsibilities in section 6.

(c) To the extent the law allows, our total liability for any claim relating to OBR Services or your Company Key is limited to the Markham Office service fees you paid us for the OBR Service order the claim relates to, not including HST. Ontario government fees we paid on your behalf are not counted. For a claim about your Company Key, the cap is based on the order the key was used for. If your Company Key is exposed when no order is in progress, it’s based on your most recent order for that Company. We are not liable for indirect, consequential, special or punitive damages, or for lost profits or business opportunities.

(d) The limits in (c) do not apply to liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, for wilful misconduct or gross negligence, or for any liability that cannot be excluded under applicable law.

(e) Your indemnity. You and the Company agree to indemnify Markham Office for claims, including claims by the Province, arising from your breach of the representations in section 2 or from our acting on instructions given through your account.

Ontario company keys. When you order a business registration service that needs your company’s Ontario Business Registry company key, we collect the key through my.markhamoffice.com. We use it only to set up our authority as your OBR intermediary and to make the filings you order. We store it encrypted and show it masked. Only authorized registration staff can reveal it, and only to carry out your request; every reveal is logged. We keep the key as a backup while you have an active service with us, unless you remove it or ask us to delete it. We delete it within 30 days of account closure or 12 months of inactivity. You can ask us to delete it at any time by contacting privacy@markhamoffice.com. Our Privacy Officer is Xing Li, privacy@markhamoffice.com.