Terms of Service

These Terms of Service (the "Terms") govern access to and use of Lending OS, a workspace for commercial lending advisors provided by Bespoke Solutions Inc. ("we", "us"). By creating an account, accepting an invitation, or using the service, you agree to these Terms on behalf of yourself and the firm you represent (the "Customer"). If you don't have authority to bind that firm, don't use the service.

1. The service

Lending OS helps advisory firms collect documents from borrowers and their advisors, spread and analyse financial statements, size credit facilities, prepare credit materials, and share selected files with lenders. Some features use artificial intelligence ("AI"). We may improve, change, or retire features over time; we'll give reasonable notice before removing anything material you rely on.

2. Accounts and security

• Each user needs their own account. Don't share sign-in credentials.
• You're responsible for activity under your account and for keeping your credentials secure. We strongly recommend two-factor authentication, and may require it for administrative roles.
• The Customer's owners and admins control who belongs to the firm's workspace and what each person can access, and are responsible for removing access when someone leaves.
• Tell us promptly at support@lenderos.ca if you suspect unauthorized access.

3. Customer data

"Customer Data" means everything you or your clients, their advisors, or lenders upload to or create in the service — for example financial statements, tax returns, personal financial information, appraisals, contact details, and notes.

• You own Customer Data. You grant us a limited licence to host, process, transmit, and display it only as needed to provide, secure, and support the service for you, and as described in our Privacy Policy.
• Your responsibilities. You confirm you have the right to upload Customer Data and to share it with the people you invite (including borrowers' advisors and lenders), and that you have given any notices and obtained any consents required by applicable privacy law — including from borrowers, guarantors, and other individuals whose personal information you upload.
• Our role. For personal information in Customer Data, we act on your behalf as a service provider and process it only on your instructions, under these Terms and our Privacy Policy.
• No training. We don't use Customer Data to train AI models, and our AI provider is contractually prohibited from doing so.
• Sharing you control. Client portal links, lender data rooms, and collaborator access are shared at your direction. You decide what each recipient can see and can revoke access at any time.

4. AI-assisted features

The service uses AI to read and classify documents, extract financial figures, suggest adjustments, and draft text such as credit memos. AI output can be incomplete or wrong. You're responsible for reviewing it before relying on it or sharing it. The service is a tool to support your professional judgment; it does not provide financial, credit, legal, tax, or investment advice, and it does not make lending decisions.

5. Acceptable use

You agree not to:

• upload anything you don't have the right to share, or anything unlawful or malicious;
• try to access another firm's data or any account or area you aren't authorized to use;
• probe, scan, or test the service's security without our written permission;
• interfere with the service, bypass rate limits or bot protection, or overload it;
• copy, resell, or reverse-engineer the service, or use it to build a competing product.

We may suspend access that we reasonably believe breaches this section, with notice where practical.

6. Fees and billing

• Paid plans are billed in advance through our payment processor, Stripe, at the price shown at checkout, plus applicable taxes. Subscriptions renew automatically until cancelled.
• If a payment fails, the account stays fully usable during a 7-day grace period while payment is retried. After that, access to paid features may be limited until payment is made; your data is not deleted because of a failed payment.
• You can cancel at any time; cancellation takes effect at the end of the current billing period. Fees already paid are non-refundable except where required by law.
• We'll give at least 30 days' notice of any price change before it applies to you.

7. Confidentiality and security

We treat Customer Data as confidential, use it only to provide the service, and protect it with reasonable administrative, technical, and physical safeguards appropriate to its sensitivity — including encryption in transit and at rest, firm-level data isolation, access controls, and audit logging. Our Privacy Policy describes where data is stored and which service providers we use. If we become aware of a breach of security safeguards affecting Customer Data, we'll notify you without undue delay and cooperate with you on any notifications you're required to make.

8. Availability and support

We aim to keep the service available and fast, but we don't guarantee uninterrupted or error-free operation, and planned maintenance or events outside our control may cause downtime. Support is available by email at support@lenderos.ca.

9. Term, termination, and your data

• These Terms apply for as long as you use the service.
• Either party may end the relationship at any time by cancelling the subscription or closing the account. We may terminate for material breach that isn't cured within 15 days of notice, or immediately where required by law or to prevent harm.
• You can export your data at any time from your account settings. After an account is closed, we delete the deals it owns and their files, except for limited records we must keep for security, audit, legal, or accounting purposes (such as audit logs and billing records), as described in our Privacy Policy.

10. Intellectual property and feedback

We own the service, including its software, design, and documentation. These Terms don't transfer any of our intellectual property to you. If you send us suggestions or feedback, we may use them without obligation to you.

11. Disclaimers

Except as expressly set out in these Terms, the service is provided "as is" and "as available", and to the extent permitted by law we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We don't warrant that calculations, AI output, benchmark rates, or lender information are complete or accurate; verify them before relying on them.

12. Limitation of liability

To the extent permitted by law: (a) neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or business opportunities; and (b) each party's total liability arising out of or relating to these Terms is limited to the fees the Customer paid us in the 12 months before the event giving rise to the claim. These limits don't apply to a party's breach of its confidentiality obligations, a Customer's payment obligations, or liability that can't be limited by law.

13. Indemnity

The Customer will defend and indemnify us against third-party claims arising from Customer Data or from the Customer's use of the service in breach of these Terms or applicable law — including claims that the Customer lacked the right or consent to upload or share personal information.

14. Changes to these Terms

We may update these Terms. For material changes we'll notify account owners by email or in the app at least 30 days before they take effect. Continuing to use the service after that date means you accept the updated Terms.

15. General

• These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada that apply there, and the courts of that province have exclusive jurisdiction.
• If you've signed a separate written agreement with us for the service, that agreement takes precedence where it conflicts with these Terms.
• Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all of its business.
• If any part of these Terms is unenforceable, the rest remains in effect. Not enforcing a provision isn't a waiver of it.
• Notices to us go to support@lenderos.ca; notices to you go to the account owner's email.