Terms of Service

1. Overview

These Terms of Service ("Terms") govern your access to and use of the SR&EDgpt platform, website, and all related services (collectively, the "Service") operated by SR&EDgpt ("we," "us," or "our"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you must not use the Service.

These Terms constitute a legally binding agreement between you ("User," "you," or "your") and SR&EDgpt. We reserve the right to refuse service to anyone for any reason at any time.

2. Eligibility

The Service is intended for use by Canadian businesses and individuals who wish to prepare SR&ED tax incentive claims. By using the Service, you represent and warrant that:

• You are at least 18 years of age
• You have the authority to enter into these Terms on behalf of your organization
• Your use of the Service complies with all applicable Canadian federal and provincial laws
• You are not using the Service for any fraudulent or illegal purpose

3. Description of Services

SR&EDgpt provides an AI-powered platform that assists Canadian companies in preparing SR&ED tax incentive claims, including but not limited to:

• T661 form preparation and tax schedules
• AI-generated technical narratives grounded in verified CRA policy
• Expenditure calculations and documentation
• Audit packages with project citations and time and effort allocation
• Audit support for all completed claims

Our platform assesses eligibility before allowing you to complete a claim. You can only generate a full claim if our AI determines there is a strong eligibility case. This eligibility gating protects both you and us from submitting weak or ineligible claims to the CRA.

We do not offer a refund guarantee in the event the CRA rejects a completed claim. Our position is that this guarantee is unnecessary: if our AI does not assess your activities as having a strong SR&ED eligibility case, we will not let you proceed to a paid claim. Our pricing reflects work performed on claims we believe are filable; it does not insure against CRA assessment outcomes outside our control.

4. Pricing and Payment

Our fee is a flat 3% of your estimated Investment Tax Credits (ITCs), with a minimum fee of $500 per claim.

How it works: You complete our guided AI interview and provide your financial information at no cost. We then show you your estimated ITC amount and the exact fee before you pay anything. Payment is collected through Stripe before your completed claim outputs are released. Payment processing is handled by Stripe, Inc. under their own Terms of Service and Privacy Policy. SR&EDgpt is not liable for any payment processing errors, failures, or disputes handled by Stripe.

What's included: Full claim outputs (T661 form, technical narratives, expenditure calculations), one guided revision round, an audit support package, and an optional one-on-one audit consultation call (free, scheduled at checkout).

Once your outputs are released, fees are non-refundable except as provided in Section 5 (Approved-Credit Pricing). There are no retainers, cancellation fees, or hidden charges. All prices are in Canadian dollars (CAD) and are exclusive of applicable GST/HST.

We reserve the right to modify pricing at any time. Price changes will apply only to new claims started after the effective date and will not affect claims already in progress.

5. Approved-Credit Pricing

If, after filing, the CRA reassesses your claim and reduces your total Investment Tax Credits below the amount we calculated for you, we will refund a proportional share of the fee you paid, calculated as:

Refund = Original Fee × (ITC Reduction ÷ Original ITCs)

The refund will not exceed the original fee paid. We will issue the refund within 30 days of receiving a copy of the CRA notice of reassessment and confirming the calculation.

This refund is not available where the reduction is attributable to:

• False, incomplete, or misleading information you provided to us;
• Any modification of the claim materials by you (or anyone other than us) after we delivered them to you;
• Your failure to cooperate with us or with the CRA during review or audit, or your failure to engage with CRA correspondence;
• Government assistance, non-arm's-length transactions, specified-employee status, or other material facts you did not disclose to us at intake;
• Prior-year ITC pools, refundable-portion limits set by your CCPC status, or other pre-existing tax matters outside our preparation scope;
• Retroactive changes in tax law or CRA administrative practice;
• Disputes with the CRA over interpretation of provisions where our preparation reflected our reasonable, good-faith reading of CRA guidance at the time.

We do not collect additional fees if a CRA reassessment increases your ITCs above our calculation. We do not offer refunds for voluntary amendments or reassessments you initiate after the original claim has been finalized.

6. Audit Support

Audit support is included at no additional cost with every claim. If the CRA selects your claim for a technical review or audit, we will:

• Provide documentation and support materials to help you respond to CRA inquiries
• Supply supplementary technical explanations and evidence packages
• Help you prepare responses to CRA review letters

Audit support does not constitute legal representation. We are not a law firm and do not provide legal advice. For complex disputes or appeals, we recommend engaging qualified legal counsel.

7. About Our AI Technology

SR&EDgpt is not a generic AI chatbot. Our platform is purpose-built for SR&ED claim preparation, using a specialized architecture that combines:

• A curated knowledge base built from verified CRA policy documents, SR&ED technical guides, Income Tax Act provisions, and case law precedents, updated as CRA guidance evolves
• Retrieval-Augmented Generation (RAG) technology that grounds every output in that knowledge base, rather than generating from general training data
• Prompt engineering and output validation designed specifically for the SR&ED program and CRA compliance requirements

This means our AI reasons about your specific R&D activities within a tightly controlled, SR&ED-specific environment, not as a general-purpose writing tool.

The underlying AI models are provided by Anthropic (Claude). Your data is transmitted to Anthropic for processing under strict data processing agreements. See Section 10 for details.

Important limitations:

• Our outputs reflect CRA guidance and enacted legislation as of the date your claim is generated. We are not responsible for retroactive legislative changes after that date. Our AI produces high-quality claim documentation, but no AI system is perfect. You are responsible for reviewing all generated content before submitting to the CRA.
• SR&EDgpt is a preparation tool, not a licensed tax advisor or law firm. Nothing we generate constitutes legal or tax advice.
• The accuracy of your claim depends in part on the accuracy and completeness of the information you provide.
• SR&EDgpt is a preparation tool only. You are solely responsible for ensuring your claim is filed with the CRA within the required deadline (18 months from your fiscal year end). We are not liable for missed filing deadlines.
• All credit amounts, refund figures, and financial calculations displayed by the platform are estimates based on the information you provide and enacted legislation at the time of generation. They are not guarantees of the amount CRA will assess, approve, or refund. Actual amounts may differ due to CRA review decisions, outstanding balances on your CRA account, legislative changes, or errors in the information provided.

8. Your Responsibilities and Representations

When you use our platform and submit information to us, you represent and warrant that the following information is true, accurate, and complete to the best of your knowledge:

Technical information:

• All project descriptions, statements of technological uncertainty, hypotheses tested, work performed, and outcomes achieved;
• The qualifications, experience, and roles of all personnel listed (including degrees, years of experience, and time allocations);
• Hours worked on SR&ED activities and the nature of those activities.

Financial information:

• All wages, salaries, and contractor payments;
• All materials consumed in or transformed by SR&ED activities;
• All government assistance, contract payments, and contract revenues received in the claim period;
• All non-arm's-length (NAL) relationships affecting your claim, including with personnel, contractors, suppliers, and related parties;
• All prior-year ITC pools or carry-forward balances.

Procedural information:

• Your CCPC status, associated-corporation relationships, and prior-year taxable income (which determine refundable-credit treatment);
• Your fiscal year-end and the relevant claim period;
• Your Business Number and other CRA registration details;
• The authority of the signing officer named on the claim;
• Any specified-employee or specified-individual status under section 248(1) of the Income Tax Act.

You acknowledge that CCPC status, NAL relationships, government assistance received, and specified-employee status materially affect the calculation of your Investment Tax Credits. Misrepresenting any of these can result in materially incorrect claim figures, CRA reassessment, and personal exposure under sections of the Income Tax Act dealing with false statements.

In addition, you agree to:

• Review all generated claim documents before submission to the CRA;
• Not use the platform to prepare fraudulent, misleading, or knowingly ineligible claims;
• Comply with all applicable Canadian tax laws and CRA requirements;
• Maintain appropriate records of your R&D activities as required by the CRA;
• Notify us promptly if you become aware of any errors in your claim;
• Not reverse-engineer, decompile, or attempt to extract the source code or AI models of the platform.

9. Post-Output Modifications and Voiding of Representation

Once we deliver your completed claim outputs (T661 form, technical narratives, expenditure calculations, audit support package, and related materials), they represent our work product as of that delivery date.

If you (or anyone other than us) modify the claim outputs in any way after delivery — including changing dollar figures, adding or removing personnel, altering project descriptions, adjusting time allocations, or revising any other content — our representation in connection with the modified claim is automatically and unconditionally void. We are not responsible for, and do not stand behind, any modified version of the outputs.

If you choose to file a modified version of the claim, you must remove all references to SR&EDgpt as preparer (including any preparer identification, registration number, or contact details we provided in the T661 form) before filing. Failure to remove these references constitutes a misrepresentation to the CRA that we prepared the claim as filed, and you indemnify us against any consequences arising from that misrepresentation.

The pro-rata refund described in Section 5 (Approved-Credit Pricing) does not apply to any claim modified after delivery. The audit support described in Section 6 does not apply to any claim modified after delivery, and the audit support package we delivered does not constitute a defense of any modified claim.

10. Data Handling and Security

Your data security is our priority.

• Encryption at rest: AES-256 encryption for all stored data
• Encryption in transit: TLS encryption for all data transfers
• Data storage in Canada: All stored data is hosted within Canada. During claim generation, limited data may be transmitted to US-based AI providers (Anthropic) subject to strict data processing agreements.
• Data deletion: You may request deletion of your claim data at any time by emailing hello@sredgpt.com or through your account dashboard. We will complete deletion within 30 days of your request.

See our Privacy Policy for full details on data collection, use, and protection.

11. Confidentiality

SR&ED claims involve disclosure of trade secrets, unpublished research, technical know-how, business strategies, and other commercially sensitive information. We treat this seriously. The confidentiality obligations in this section are mutual.

Our obligations to you:

• We treat all information you provide to us — including technical descriptions, project details, personnel data, financial figures, and any other content shared during the interview or otherwise — as confidential.
• We use this information solely to prepare and support your SR&ED claim. We do not share, sell, license, or disclose it to any third party except as strictly required to deliver our services (for example, AI processing through Anthropic under data processing agreements; payment processing through Stripe; storage through Supabase) or as required by law.
• We do not use your confidential information to train AI models, to generate marketing materials about your business, or for any purpose other than your own claim preparation and our internal product operations.
• We retain confidential information only as long as needed to deliver, support, and (where applicable) defend your claim through CRA review. You may request deletion at any time under Section 10.
• Our obligations under this section continue indefinitely, regardless of whether you continue to use the Service.

Your obligations to us:

• Our platform, our prompts, our AI models, our methodology, and our internal processes are confidential to us. You agree not to publish, reverse-engineer, or share with third parties any non-public details of how the Service operates.

Exclusions: These obligations do not apply to information that is or becomes publicly known through no fault of either party, that was already known to the receiving party without confidentiality obligations, or that is independently developed without reference to the other party's confidential information. They also do not prevent disclosures required by law, court order, or regulatory authority, provided the disclosing party gives prompt written notice where legally permitted.

12. Intellectual Property

Your content: All claim documents generated by our platform belong to you. You retain full ownership of your completed SR&ED claim, technical narratives, and supporting documentation.

Our platform: The SR&EDgpt platform, including its AI models, algorithms, software, user interface, branding, and all underlying technology, remain our exclusive intellectual property. These Terms do not grant you any rights to our intellectual property except the limited right to use the Service as described here.

You may not reproduce, distribute, modify, or create derivative works based on our platform or technology without our prior written consent.

By using the Service, you grant SR&EDgpt a non-exclusive, royalty-free, worldwide license to use your company name and logo on our website and marketing materials (such as a customer list, case study, or testimonial) for the purpose of identifying you as a customer. This license does not include the right to disclose the details of your SR&ED claim, financials, or any confidential information. You may opt out of this at any time by emailing hello@sredgpt.com, and we will remove your name and logo within 30 days.

13. Limitation of Liability

To the maximum extent permitted by applicable law:

• SR&EDgpt's total aggregate liability for any claim arising from the use of the Service is limited to the fees you paid for the specific claim in question.
• We are not liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost tax credits, business interruption, or loss of data.
• We are not liable for delays or failures caused by circumstances beyond our reasonable control, including CRA processing times, changes in tax law, or force majeure events.

14. Indemnification

You agree to indemnify, defend, and hold harmless SR&EDgpt, its officers, directors, employees, agents, and the entity operating SR&EDgpt from and against any claims, liabilities, damages, losses, penalties, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of the Service in violation of these Terms;
• Any inaccurate, incomplete, fraudulent, or misleading information you provided to us, whether intentional or negligent;
• Any modification of the claim outputs by you (or anyone other than us) after delivery;
• Your failure to disclose government assistance, non-arm's-length transactions, specified-employee status, prior-year ITC pools, or other material facts at intake;
• Penalties assessed against us under section 163.2 of the Income Tax Act (Misrepresentation of a Tax Matter by a Third Party) where the misrepresentation is attributable to information you provided;
• Your violation of any applicable Canadian tax law or CRA requirement;
• Your violation of any applicable privacy law or your obligations under Section 11 (Confidentiality);
• Any third-party claims resulting from your use of the generated claim documents;
• Your failure to remove our preparer references from any modified version of the claim under Section 9 (Post-Output Modifications).

15. Suspension and Termination

We reserve the right to suspend or terminate your access to the Service at any time, with or without notice, if we reasonably believe you have violated these Terms, provided inaccurate or fraudulent information, or engaged in conduct that could harm SR&EDgpt, other users, or third parties. Termination does not affect any payment obligations for claims already in progress.

16. No Lock-In

There are no fixed terms, retainers, or cancellation penalties. You pay per claim before delivery. You are free to stop using the platform at any time with no obligation or penalty.

17. Dispute Resolution

In the event of a dispute arising from these Terms or the Service, the parties agree to first attempt resolution through good-faith negotiation. If the dispute cannot be resolved within 30 days, either party may pursue mediation or binding arbitration in accordance with the rules of the ADR Institute of Canada, with proceedings conducted in Toronto, Ontario.

Nothing in this section prevents either party from seeking injunctive or other equitable relief from a court of competent jurisdiction.

18. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary so that the remaining Terms continue in full force and effect.

19. Modifications

We may update these Terms from time to time. Material changes will be communicated via the platform or email at least 30 days before taking effect. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms. If you do not agree with the revised Terms, you must stop using the Service.

20. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. You agree to submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada.

21. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and SR&EDgpt regarding your use of the Service. They supersede all prior or contemporaneous communications and proposals, whether oral or written.

22. Contact

For questions about these Terms, contact us at hello@sredgpt.com or visit our Contact page.