Terms of Service

1. Business use and authority

The Service is for businesses, not for personal, family or household use. The person accepting these Terms confirms that they are at least 18 and have authority to bind the Customer. You must give accurate account and billing information and keep it current.

2. Accounts and Users

A “User” is anyone you give a login to, including admins, office staff, supervisors, field staff and contractors. You decide who gets access and what role they hold. You are responsible for your Users’ actions under your account as if they were your own, and for making sure they follow these Terms.

Keep login credentials confidential, give each person their own login, and tell us promptly at hello@sheprd.works if you suspect unauthorized access. Staff Board kiosk logins may be used only to run a display and do not count as Users for billing.

3. Plans, fees and payment

Prices. Fees are those shown on our pricing page or at checkout when you subscribe, in the currency shown at checkout. Your fee depends on your plan, billing period and number of Users. Self-serve plans are limited to the User count stated on the pricing page; larger accounts need a separate written agreement with us.

Free trial. New accounts may receive a 14-day free trial. A payment card is required to start one. Unless you cancel before the trial ends, your subscription starts and your card is charged automatically at the end of the trial.

Automatic renewal. Your subscription renews automatically for successive periods of the same length (monthly or annual) and we charge your payment method at each renewal until you cancel.

Changes to User count. Your fee follows your number of Users. Adding or removing Users changes your fee, and we may prorate the change for the current period as shown on your invoice.

Taxes. Fees exclude sales, goods and services, harmonized, value-added and similar taxes, which you must pay where they apply. You may not deduct withholding taxes from your payment without paying us the additional amount needed so that we receive the full fee, unless the law says otherwise.

Late or failed payment. Payments are processed by Stripe. If a payment fails, we may retry it and, after giving notice, suspend the Service until your account is paid in full.

Refunds. Fees are non-refundable, including for partial periods and unused Users, except where these Terms or applicable law say otherwise.

Price changes. We may change our prices by giving you at least 30 days’ notice. A new price applies from your next renewal after the notice period, and you may cancel before then if you do not accept it.

4. Your data

“Customer Data” means the information you or your Users put into the Service, such as staff, client and property records, time entries, schedules, invoices, receipts, photos, location records and job applications. You own your Customer Data.

You give us a limited, worldwide, non-exclusive licence to host, copy, process, transmit and display Customer Data only as needed to provide, secure, support and maintain the Service, to do what you instruct, and to comply with the law. We do not sell Customer Data.

Our staff may access Customer Data only where needed to provide support you request, keep the Service secure and running, investigate a suspected breach of these Terms, or comply with the law. We may also create and use statistics that are aggregated and de-identified so that they do not identify you, your clients or any person, to operate and improve the Service.

We keep Customer Data logically separated from other customers’ data. Information you deliberately publish, such as careers listings, public portfolio items and forum posts, is visible to others (see section 8).

5. Privacy and your duties as an employer

Our Privacy Policy explains how we handle personal information. For personal information in Customer Data, you decide why and how it is collected, and we process it on your behalf.

You are responsible for your own legal obligations about that information, including:

• telling your staff, and getting any consent required, before you record their time, location, photos and pay information;
• telling job applicants how you will use and keep their applications and resumes;
• having the right to upload client and property information, including gate codes and access notes;
• complying with privacy, employment and workplace monitoring laws wherever you operate, including PIPEDA, British Columbia’s PIPA and their equivalents elsewhere.

Do not put more sensitive information into the Service than it needs, such as social insurance or social security numbers, health records or full payment card numbers. The Service is not designed to store them.

6. Service providers, integrations and AI features

We use third-party providers to run the Service. They currently include Supabase (database, login and file storage), Fly.io (hosting), Stripe (payments) and Sentry (error monitoring). Customer Data may be processed and stored outside your province or country, including in the United States, and may be subject to the laws of those places. We may change providers and will require them to protect the data they handle.

Integrations. If you connect a third-party service such as QuickBooks Online, you authorize us to exchange data with it. Your use of that service is governed by its own terms, and we are not responsible for it or for what it does with your data. An integration may change or stop working if the third party changes its service.

AI features. The AI Query Panel and AI-generated metrics send your question and related information about your database to DeepSeek, a third-party AI provider based outside Canada and the United States, to generate results. Only use these features if that is acceptable to you. AI output can be wrong or incomplete. Check it before you rely on it for any payroll, billing, financial or legal purpose.

7. Shepherd is a record-keeping tool, and your business remains yours

Shepherd helps you organize your work. It does not perform your services or give professional advice. You remain solely responsible for your business, your staff and the work you do for your clients, including:

• Payroll, tax and invoices. Hours, pay breakdowns, rates, budgets, reports, tax settings and invoices are calculated from what you enter. Check them before paying anyone, billing anyone or filing anything. We are not your accountant, payroll provider or employer of record, and you are responsible for employment standards and tax compliance.
• Winter and snow operations. Storm boards, service-level timers, GPS arrival and departure records, photos and proof reports are records and tools. They do not guarantee that a site was serviced properly or on time, are not guaranteed to be accepted as evidence, and do not transfer to us any responsibility for your contracts or for slips, falls, property damage or other injuries at a site.
• Field and workplace safety. You are responsible for worker safety, training, equipment and workplace compensation requirements. Users must not operate the Service while driving or using equipment.
• Weather, location and scheduling data. Weather, maps and GPS may be inaccurate or unavailable. Offline entries may be delayed or lost if a device fails before they sync. Do not rely on them alone for safety or critical decisions.
• Hiring decisions. You are responsible for your listings and hiring decisions, and for complying with human rights and employment laws.

8. Acceptable use and public content

You must not, and must not allow anyone else to:

• use the Service unlawfully, or to harass, defame, discriminate against or harm anyone;
• upload malware or content that infringes someone’s rights, or that you have no right to share;
• access another customer’s data, bypass security or tenant isolation, or test for vulnerabilities without our written permission;
• overload the Service, or scrape it or access it by automated means other than features we provide for that purpose;
• copy, reverse engineer or resell the Service, or use it to build a competing product, except where the law does not allow this restriction.

Forum and public pages. Forum posts can be seen by people outside your company, even if posted anonymously. Do not post confidential or personal information. You give us a worldwide, non-exclusive, royalty-free licence to host and display what you post for as long as it remains on the Service. We may review, refuse or remove any content that we reasonably believe breaks these Terms, but we are not obliged to monitor it and are not responsible for what others post. Anyone who uses the forum or a careers page must follow this section, even if they are not a Customer.

9. Availability, security and backups

We use commercially reasonable efforts to keep the Service available and to protect Customer Data with appropriate technical and organizational safeguards. We do not promise uninterrupted or error-free operation or that any security measure is impenetrable, and no uptime commitment applies unless we agree to one in writing. We may change the Service over time, but will not materially reduce its core functions during a paid period without notice.

If we confirm unauthorized access to your Customer Data, we will notify you without undue delay and give you the information you reasonably need to meet your own legal obligations.

You are responsible for exporting and keeping your own copies of records you need to retain, such as payroll, tax and proof-of-service records. Our backups exist for disaster recovery and are not a records archive for you.

10. Intellectual property

We and our licensors own the Service, including its software, design and branding. Subject to these Terms, we give you a limited, non-exclusive, non-transferable right to use it for your internal business purposes during your subscription. If you send us ideas or feedback, we may use them without restriction or payment.

11. Cancellation, suspension and termination

Cancelling. You can cancel at any time from your account’s billing settings. There is no cancellation fee. Your access continues until the end of the period you have paid for, and you will not be charged again.

Suspension. We may suspend access, for all or part of your account, if payment is overdue, if your use poses a security or legal risk, or if you seriously breach these Terms. We will give notice where reasonable and restore access once the issue is fixed.

Termination. Either of us may terminate if the other seriously breaches these Terms and does not fix the breach within 15 days of written notice, where it can be fixed. If you terminate for our uncured breach, we will refund prepaid fees for the unused period.

Your data after your subscription ends. For 30 days after your subscription ends, you may request read-only access to export your Customer Data. After that we will delete it, including from backups, within 90 days of the end of your subscription, unless the law requires us to keep it. We may keep billing records and de-identified statistics. Export what you need before that period ends: deleted data cannot be recovered.

Sections that by their nature should continue, including fees owed and sections 4, 7, 10 and 12 to 16, survive the end of these Terms.

12. Disclaimer of warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY ARISING FROM A COURSE OF DEALING. WE DO NOT WARRANT THAT THE SERVICE OR ANY CALCULATION, REPORT, RECORD OR AI OUTPUT WILL BE ACCURATE, COMPLETE, UNINTERRUPTED OR ERROR-FREE.

13. Limits on liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, CONTRACTS OR DATA, HOWEVER CAUSED AND EVEN IF ADVISED THEY WERE POSSIBLE.

TO THE FULLEST EXTENT PERMITTED BY LAW, SHEPHERD’S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IS LIMITED TO THE GREATER OF (A) THE FEES YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) CA$500.

These limits do not apply to liability that cannot legally be limited, such as for fraud, or for death or personal injury caused by negligence where the law does not allow it to be limited. They also do not limit your obligation to pay fees or your obligations under section 14. You acknowledge that these limits are a fair allocation of risk and part of the reason our prices are what they are.

14. Your indemnity

You will defend and indemnify Shepherd and its directors, officers, employees and agents against third-party claims, and the resulting losses, damages and reasonable legal costs, that arise from: (i) your Customer Data or forum content; (ii) your or your Users’ breach of these Terms or of the law; or (iii) your business and services, including claims by your staff, job applicants or clients, and claims for payroll or employment matters, or for injury or property damage at any site you service. This does not apply to the extent a claim was caused by our own breach of these Terms.

15. Changes to these Terms

We may update these Terms as the Service or the law changes. For a material change, we will give at least 30 days’ notice by email or in the Service, unless a shorter period is needed to meet a legal requirement or address a security risk. If you do not accept a material change, you may cancel before it takes effect and we will refund prepaid fees for the period after that date. If you continue to use the Service after the effective date, the updated Terms apply. The previous version continues to govern events before that date.

16. Governing law and disputes

These Terms are governed by the laws of British Columbia and the federal laws of Canada that apply there, without regard to conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

Before starting a claim, each of us agrees to try in good faith to resolve the dispute by written notice and discussion for 30 days. After that, the courts of British Columbia sitting in Vancouver have exclusive jurisdiction, and each of us submits to them. Either of us may seek urgent injunctive relief in any court with jurisdiction, and we may bring a claim for unpaid fees wherever you are located.

TO THE EXTENT THE LAW ALLOWS, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES TO BRING CLAIMS ONLY IN ITS OWN NAME AND NOT AS A MEMBER OF A CLASS OR REPRESENTATIVE ACTION.

17. General

• Events beyond control. Neither of us is liable for delay or failure, other than an obligation to pay, caused by events beyond reasonable control, such as severe weather, power or internet failures, third-party provider outages, cyberattacks, labour disputes or government action.
• Assignment. You may not assign these Terms without our written consent, except to a successor of your entire business. We may assign them in connection with a merger, reorganization or sale of our business.
• Notices. We may give notice by email to your account’s admin address or within the Service. You must send legal notices to Shepherd Software, Inc. at hello@sheprd.works.
• Entire agreement. These Terms and any order or written agreement signed by both of us are our whole agreement on this subject and replace earlier discussions, and marketing materials or website statements do not form part of them. If a signed agreement conflicts with these Terms, the signed agreement prevails.
• Severability and waiver. If a court finds any part of these Terms unenforceable, that part will be enforced to the extent possible and the rest stays in effect. Not enforcing a right is not a waiver of it.
• Trade compliance. You may not use the Service where prohibited by Canadian or United States sanctions or export laws.
• Language. The English version of these Terms governs, even if we provide a translation. The parties have expressly requested that this agreement and related documents be drawn up in English.
• Relationship. We are independent contractors. Nothing here creates a partnership, employment or agency relationship, and there are no third-party beneficiaries.

18. Contact

Shepherd Software, Inc.
hello@sheprd.works