Terms of service

12161451 Canada Inc., operating as Fern Reception · Mississauga, Ontario · Version 2.0, effective 15 October 2026

1. Who this agreement is with

These Terms are an agreement between your flower shop business ("you") and 12161451 Canada Inc., operating as Fern Reception ("Fern", "we", "us"). You accept them by ticking the box when you set Fern up. We record the version you accepted, when, and the internet (IP) address used. By accepting, you confirm that you're authorized to agree for the shop and that you're using Fern for your business, not as a consumer. Together with Schedule A (how we handle your callers' information) and our Privacy Policy, these Terms are the whole agreement between us. If they conflict, Schedule A applies to callers' information, then these Terms.

2. What Fern does

Fern is an automated telephone-answering and request-management service. It can share information your business has approved and take requests from your customers. It cannot accept an order, make a binding price or delivery commitment, or complete a sale for you. You decide whether to accept each order, and you fulfil the orders you accept. Fern doesn't take payment from your customers.

3. Telling callers about Fern and recording

At the start of every call, Fern says that it's an automated assistant answering for your shop and that the call is recorded so the request is taken correctly. A caller who doesn't want to be recorded is told how else to reach your shop, and no order is taken on that call. You agree not to ask us to remove or hide these notices.

4. Your shop's details

Fern may suggest your shop's details from your public website, but nothing is said to callers until you confirm it. You're responsible for keeping your hours, prices, delivery areas and policies up to date in your Fern account. Anything you mark "unsure" is never said to callers. Where website-change checking is switched on for your shop, we'll ask you to reconfirm details that seem to have changed. We never change your hours or delivery details without your confirmation.

Products and prices come from your own website. Fern reads your public website each night. Once you've approved the first list it finds (once, on your set-up page), Fern may quote the products and prices published there at that time, and later changes update automatically. You can switch any item off at any time. We don't ask for your price list, and we don't use your prices for anything except answering your calls. Anything not on your website, Fern takes as your choice and says you'll confirm the price. Your website (and its host's history) is the record of what you published and when, so please keep it accurate and secure. If a published price looks wrong (under $5, over $2,000, or ten times its last price), Fern holds that item and doesn't quote it until it looks right again.

5. Your phone and call forwarding

Your phone number stays with your phone company. You control forwarding to Fern, and you're responsible for those settings and any charges from your phone company. We give your shop its own Fern number and step-by-step instructions to turn forwarding on and off. Cancelling Fern, or Fern stopping for any reason, does not turn off forwarding: you must do that with your phone company. If calls still reach Fern after it stops, callers hear a short notice that the answering service isn't taking messages, and no new requests are taken. We'll let you know when we notice calls still arriving.

Your Fern number belongs to us and can't be transferred. After you cancel, we hold it for at least 60 days so you can come back to the same number. We don't reassign it while calls are still being forwarded to it.

6. Free month

Your free month starts on the day Fern is activated for your shop, after your set-up checks and test call pass. It includes the subscription, order fees and call minutes. You don't need a payment method to start. If you haven't added one by the end of your free month, Fern stops and nothing is charged. We'll remind you 5 days before the end and on the last day.

7. Prices

After your free month, for each monthly billing period:

• $49 subscription.
• $5 for each order you accept during the period, with order fees capped at $199. Declined requests, call-backs, consultations and test orders are never charged.
• 150 call minutes included. We add up the connected seconds of all answered calls in the period (test calls excluded), take away the 150 included minutes, and round any remaining part-minute up once. Extra minutes are $0.25 each.
• Plus HST (or the sales tax that applies in your province). All prices are in Canadian dollars.

8. Billing and automatic payment

You're billed on the same day each month (the anniversary of your activation), for the period just finished. When you add a payment method, you authorize 12161451 Canada Inc. (Fern Reception), as the merchant, to store it through Stripe and to charge it automatically after each monthly period for the amounts in section 7. The amount varies with your orders and minutes. We record the pricing, billing cycle and authorization you accepted, when you accepted it, and the internet (IP) address used. We don't collect other device details for this. Card details are collected and held by Stripe; we never see or store your card number. If your bank asks you to confirm a payment, we'll send you a secure link. Invoices are in your Fern account. Three days before each bill, we email you the amount so far.

9. Price changes

We'll email you at least 30 days before any price change. A new price applies only from a billing period that starts after the notice period, never to a period already under way. If you don't agree, you can cancel before it takes effect.

10. If a payment fails

We'll tell you and give you a secure way to update your payment method. Fern normally keeps answering for 10 days. If payment is still outstanding after that, Fern pauses new requests (after we warn you) and no new subscription charges build up while it's paused. If an amount stays unpaid for 30 days, we may close your account; the amount already owed remains due. We don't charge interest on late payments during our pilot.

11. Cancelling

You can cancel any time from Billing in your Fern account:

• At the end of your current billing period: Fern keeps answering until then. Your final bill is the normal bill for that period.
• Straight away: Fern stops taking new requests that day. Your final bill covers the subscription in proportion to the days Fern answered in that period, plus accepted orders and extra minutes up to the stop.
• During your free month: Fern stops and nothing is charged.

Either way, cancelling doesn't turn off forwarding with your phone company (see section 5). After cancelling, you can still sign in for 90 days to see past orders and download your invoices.

12. If we suspend or end the service

We may suspend Fern for your shop straight away if that's needed to protect callers, your data or our systems (for example, if your account appears to be compromised), and we'll tell you as soon as we can. We may also suspend or end Fern if you don't pay as described in section 10, or if you seriously break these Terms and don't fix the problem within 10 days of our notice. We may stop offering Fern altogether with 60 days' notice. You won't be charged for any time after service ends.

13. Billing concerns and credits

If you think a charge is wrong, or that Fern made a mistake handling a request, please contact us through "Send us a message" in your account, preferably within 30 days of the bill or the incident. We'll review the order information, account records and, where available, the call recording. If we confirm a billing error, we'll correct it. We may also give a goodwill credit when Fern's service fell short of what you could reasonably expect; goodwill credits are decided case by case by us, and there is no automatic or self-serve credit. Contacting us later doesn't stop us reviewing your concern, and nothing here takes away any rights you have under section 18 or applicable law.

14. Using Fern properly

You agree to use Fern only for your own shop's calls and in line with the law. That means you won't: forward calls you're not entitled to forward; mislead callers; try to access other shops' information; share or misuse sign-in codes; or try to break, copy or overload the service. You're responsible for what your staff do in your Fern account.

15. Your callers' information

When Fern handles information about your callers and customers, it does so on your behalf and for your shop's purposes, as set out in Schedule A. You agree to use that information only for your customers' requests and in line with privacy law. We won't sell it or use it to market to your customers.

16. Recordings and AI

We use call recordings and transcripts to take requests accurately, to let you and us check details, to investigate mistakes, and to keep the service working well. We don't allow your callers' recordings, transcripts or order information to be used to train public or third-party AI models. We would only do that if it were separately disclosed and lawfully authorized.

17. Ownership

Fern, its software, voice and branding belong to us. You may use them only as part of the service while you're subscribed. Your shop's name, branding and information stay yours; you let us use them only to provide Fern to you. If you send us suggestions, we may use them, but we won't disclose your confidential information in doing so.

18. Responsibility and limits

We'll provide Fern with reasonable care and skill. Fern relies on speech recognition, AI, and telephone and internet networks run by others. It may occasionally mishear something or miss a call, so we can't promise uninterrupted or error-free service. Please check each request before you accept it. Subject to any liability that can't be limited by law:

• neither of us is liable to the other for lost profits or indirect losses; and
• our total liability for all claims under these Terms is limited to the greater of the fees you paid or owed us in the 6 months before the claim, or $250.

We set this limit with the nature of the service in mind. Fern answers only the calls you choose to forward, and you can switch forwarding off with your phone company at any time to have calls answered as they were before.

These limits don't apply to fraud or wilful misconduct.

19. Claims by others

Each of us is responsible for third-party claims caused by our own serious breach of these Terms or unlawful conduct. For you, that includes claims arising from inaccurate shop details you confirmed, or from the products and services you sell. The party facing a claim must tell the other promptly and let them help respond to it. The limits in section 18 apply.

20. Security incidents

If a security incident affects information we handle for your shop, we'll tell you without unreasonable delay. We'll explain what happened and what we're doing about it, and we'll help you meet any notification duties you have.

21. Things outside our control

Neither of us is responsible for delays or failures caused by events outside our reasonable control, such as large-scale phone or internet outages, power failures or severe weather. The affected party must tell the other and take reasonable steps to limit the effects. We will also use reasonable care in choosing and monitoring our own service providers.

Fern relies on telephone networks, cloud hosting, payment processors, messaging providers and AI providers. An interruption at one of them may affect Fern's availability; if that happens, we'll tell you and restore service as soon as we reasonably can.

22. Changes to these Terms

We'll email you at least 30 days before any significant change, showing what's changing. If you don't agree, you can cancel before the change takes effect, without any extra charge. We'll ask you to accept significant changes when you next sign in.

23. General

If any part of these Terms can't be enforced, the rest still applies. You may not transfer this agreement without our consent. We may transfer it to a business that takes over Fern, with notice to you. Notices to you go to your account email; notices to us go through "Send us a message" in your account or to Fern Reception, PO Box 21014, RPO Meadowvale, Mississauga ON L5N 6A2. These Terms are governed by the laws of Ontario and the federal laws of Canada that apply there. Fern is currently offered only to businesses in Ontario.

Schedule A: How we handle your callers' information

1. Purpose. We handle callers' personal information only to provide Fern to your shop: answering calls, taking requests, sending them to you, sending the texts the caller agreed to, checking accuracy, and resolving problems. We also use it where needed for security, billing records and legal obligations.
2. Instructions. We follow your documented instructions, such as your shop details and settings, unless doing so would break the law.
3. Confidentiality and access. Only people who need it to run the service can access it, and they must keep it confidential.
4. Safeguards. We protect it with safeguards suited to its sensitivity: sign-in codes, expiring order links, encryption in transit and at rest, access logs and backups.
5. Service providers. We use the providers listed in our Privacy Policy. We choose them with care, keep the list current, and tell you about material changes.
6. Outside Canada. Some providers process information outside Canada. Our Privacy Policy explains where.
7. Incidents. We'll tell you without unreasonable delay after we become aware of any unauthorized access to, or disclosure, loss, destruction or alteration of, your callers' information, and help you respond.
8. Requests. If a caller asks us to see or correct their information, we may direct them to you, and we'll reasonably help you respond.
9. Retention and deletion. While your account is open, we keep information for the periods in our Privacy Policy. When your account closes, you can still sign in for 90 days to see orders and download invoices. After that, we delete or anonymize your shop's caller information, including recordings, transcripts and order records. We keep only billing records, "do not contact" records, and anything needed for a legal claim or investigation, with restricted access, for their stated periods. We'll give you a copy of your order records if you ask within those 90 days.