Effective date: June 6, 2026 • MinuteKeep, c/o Onley Law, 2 Simcoe Street South, Oshawa, Ontario, L1H 8C1
These Terms of Service ("Terms") govern your access to and use of MinuteKeep (the "Service"), a web-based corporate minute book management platform operated by Robert Onley, Barrister & Solicitor, practising as Onley Law ("we," "our," or "us"), with offices at 2 Simcoe Street South, Oshawa, Ontario, L1H 8C1, Canada.
By creating an account, accessing, or using the Service, you ("you" or "User") agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must not access or use the Service. These Terms form a binding legal agreement between you and us.
We encourage you to read these Terms carefully and to review our Privacy Policy, which describes how we collect, use, and protect your personal information.
MinuteKeep is a software-as-a-service ("SaaS") platform designed for Canadian corporations. The Service enables users to generate, organize, and maintain corporate minute books and related corporate compliance documents, including but not limited to:
The Service supports corporations incorporated under the Canada Business Corporations Act (CBCA) as well as corporations incorporated under the corporate statutes of all Canadian provinces and territories, including the Ontario Business Corporations Act, the British Columbia Business Corporations Act, the Alberta Business Corporations Act, the Quebec Business Corporations Act, and their equivalents in other jurisdictions.
The Service integrates with the Innovation, Science and Economic Development Canada (ISED) federal corporate registry to retrieve publicly available corporate information for federally incorporated corporations.
MinuteKeep is a document generation and management tool. The Service does not provide legal advice, and nothing produced by the Service constitutes legal advice, a legal opinion, or a recommendation on any legal matter.
The documents generated by MinuteKeep are templates adapted to the corporate details you provide. They are produced using automated processes based on our interpretation of applicable Canadian corporate legislation. These documents are not reviewed, verified, or approved by a lawyer on your behalf as part of the Service.
While Robert Onley, who operates MinuteKeep, is a licensed lawyer in the Province of Ontario, your use of the Service does not create a solicitor-client relationship between you and Robert Onley, Onley Law, or MinuteKeep. No solicitor-client privilege attaches to the information you provide through the Service.
You should consult a qualified legal professional in your jurisdiction for:
You acknowledge and agree that you bear sole responsibility for verifying the accuracy, completeness, and legal sufficiency of any documents generated by the Service.
To use the Service, you must:
By using the Service, you represent and warrant that you meet all of the above eligibility requirements.
To access the Service, you must create an account by providing a valid email address and authenticating through one of our supported methods. We offer the following authentication options:
You are responsible for:
We reserve the right to suspend or terminate accounts that we reasonably believe have been compromised, are being used fraudulently, or are in violation of these Terms.
You may not share your account credentials with any other person. Each account is for a single individual user. If multiple individuals within your organization require access, each must create their own account.
You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:
We reserve the right to investigate and take appropriate action, including suspending or terminating your account and reporting to law enforcement, if we believe you have violated this Acceptable Use Policy.
The Service, including all software, source code, algorithms, user interface design, document templates, graphics, trademarks, trade names, and documentation, is owned by us or our licensors and is protected by Canadian and international intellectual property laws, including the Copyright Act (R.S.C., 1985, c. C-42) and the Trademarks Act (R.S.C., 1985, c. T-13).
Nothing in these Terms grants you any right, title, or interest in the Service or our intellectual property, except for the limited right to use the Service in accordance with these Terms.
You own your data. All corporate information you enter into the Service remains your property. All documents generated by the Service based on your information ("Your Documents") are your property. We claim no ownership over Your Documents.
You grant us a limited, non-exclusive, revocable licence to use, process, and store the information you provide solely for the purposes of operating the Service, generating Your Documents, and providing related support. This licence terminates when you delete your account or when we otherwise cease to provide the Service to you.
If you provide us with suggestions, ideas, or feedback about the Service, you grant us a non-exclusive, royalty-free, perpetual, and irrevocable licence to use such feedback for any purpose, including improving the Service, without any obligation to you.
MinuteKeep offers a free tier that allows you to generate a limited set of documents (one corporate resolution per corporation) at no charge. No credit card is required to access the free tier. The free tier is subject to these Terms and may be modified or discontinued at our discretion with reasonable notice.
The Professional tier ("Pro") is priced at $99 CAD per year per corporation. The Pro tier includes access to all document types, including the full minute book, annual resolutions, meeting minutes, share certificates, bylaws, and all other available document templates. You may manage as many corporations as you require; each corporation is billed as a separate subscription.
All prices are in Canadian dollars (CAD) and include applicable taxes unless otherwise stated.
All payments are processed securely by Stripe, Inc., a third-party payment processor. By subscribing, you authorize us to charge your selected payment method on an annual recurring basis through Stripe. We do not store your credit card number or full payment card details on our servers. Your payment information is handled in accordance with Stripe's Privacy Policy and their PCI-DSS compliance standards.
Professional subscriptions renew automatically on each annual anniversary of your original subscription date. We will attempt to charge your payment method on file. If payment fails, we may retry the charge and/or suspend your access to Pro features until payment is successfully processed.
You may cancel your subscription at any time, with no cancellation fees or penalties. When you cancel:
We offer a full refund within 7 days of a subscription payment, provided that you have not used any Professional features (such as generating Pro-only documents) during that 7-day period. To request a refund, email support@minutekeep.ca with your account email and the corporation name. Refunds will be processed to your original payment method within 5-10 business days.
After the 7-day refund window, or if you have used Professional features, subscription payments are non-refundable. This is consistent with the Consumer Protection Act, 2002 (Ontario) provisions for digital services.
We may adjust subscription pricing from time to time. We will provide at least 30 days' advance notice of any price increase via email to the address associated with your account. Price changes take effect at your next renewal date. If you do not agree with a price change, you may cancel your subscription before the renewal date.
We believe your data belongs to you. You may download your generated documents at any time during your active subscription or within 90 days following account closure. Documents are available for download in their original format (PDF and/or DOCX).
If you wish to export all of your corporate data in a structured format, you may request a data export by emailing support@minutekeep.ca. We will provide your data within 30 days in a commonly used, machine-readable format (such as JSON or CSV).
MinuteKeep generates documents based on the information you provide and on our implementation of the requirements of applicable Canadian corporate legislation. The accuracy and legal sufficiency of your documents depends on:
We make commercially reasonable efforts to keep our templates current with amendments to applicable corporate legislation across all supported jurisdictions. However, legislation changes, and we cannot guarantee that generated documents will satisfy every requirement of every jurisdiction at every point in time.
You are solely responsible for:
To the maximum extent permitted by applicable law, the Service is provided on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind, whether express, implied, statutory, or otherwise. We expressly disclaim all warranties, including but not limited to:
No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly stated in these Terms.
To the maximum extent permitted by applicable law, including the Consumer Protection Act, 2002 (Ontario) and equivalent provincial legislation:
Certain Canadian provinces do not allow the exclusion or limitation of certain damages. In such provinces, our liability is limited to the fullest extent permitted by applicable provincial law. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under Canadian law.
You agree to indemnify, defend, and hold harmless MinuteKeep, Robert Onley, Onley Law, and their respective officers, directors, employees, agents, and successors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees and disbursements) arising out of or in connection with:
You may close your account at any time by contacting us at support@minutekeep.ca or through the account settings in the Service. Upon closing your account:
We may suspend or terminate your account, without prior notice, if:
If we terminate your account without cause, we will refund any pre-paid subscription fees for the unused portion of your subscription period.
Upon termination, your right to access and use the Service ends immediately. The following provisions survive termination: Section 2 (Disclaimer — Not Legal Advice), Section 6 (Intellectual Property), Section 10 (Disclaimer of Warranties), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 14 (Governing Law and Dispute Resolution), and any other provisions that by their nature should survive.
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 laws principles.
Any dispute, claim, or controversy arising out of or in connection with these Terms or your use of the Service shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario, and you irrevocably submit to the jurisdiction of such courts.
Before commencing any formal legal proceedings, you agree to first attempt to resolve the dispute informally by contacting us at support@minutekeep.ca. We will attempt to resolve the dispute within 30 days. If the dispute cannot be resolved informally, either party may pursue formal remedies as set out above.
Nothing in this section prevents either party from seeking injunctive or other equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm.
By creating an account, you consent to receive electronic communications from us, including:
All commercial electronic messages we send comply with CASL requirements, including identifying the sender, providing our contact information, and including a functional unsubscribe mechanism.
We strive to maintain high availability of the Service but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to scheduled maintenance, unplanned outages, or circumstances beyond our control.
We reserve the right to modify, update, or discontinue any feature or aspect of the Service at any time. For material changes that negatively affect existing functionality, we will provide reasonable advance notice where practicable.
The Service integrates with and relies upon certain third-party services, including Stripe for payment processing, Resend for email delivery, Cloudflare for file storage, Render for hosting, and Google and Microsoft for single sign-on authentication. Your use of the Service is also subject to the terms and privacy policies of these third-party providers. We are not responsible for the availability, accuracy, or practices of any third-party service.
We shall not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to natural disasters, acts of government, internet or telecommunications failures, power outages, pandemics, labour disputes, or cyberattacks.
If any provision of these Terms 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 make it enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.
These Terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding your use of the Service. These Terms supersede all prior agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof.
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, sale of assets, or by operation of law.
Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by us.
We reserve the right to update or modify these Terms at any time. When we make material changes, we will:
Your continued use of the Service after the updated Terms become effective constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and close your account.
If you have questions, concerns, or requests regarding these Terms, please contact us: