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Terms of Service
Last updated: March 24, 2026
1. Acceptance of Terms
These Terms of Service (“Terms”) constitute a legally binding agreement between you and CarbonFibre Financial Inc. (“CarbonFibre”, “we”, “us”, or “our”) governing your access to and use of the CarbonFibre PHSP platform located at app.carbonfibrefinancial.ca (the “Platform”). By creating an account or using the Platform, you agree to be bound by these Terms. If you do not agree, do not use the Platform.
2. Description of Service
CarbonFibre provides a managed software platform that enables Canadian corporations to establish, administer, and maintain a Private Health Services Plan (“PHSP”) under the Income Tax Act (Canada). The Platform facilitates plan setup, claims submission and adjudication, receipt processing, reimbursement tracking, and audit-ready record-keeping.
CarbonFibre is a technology platform provider. We are not a licensed insurer, tax advisor, or legal advisor. The Platform does not constitute insurance coverage. You are responsible for seeking independent professional advice regarding the tax and legal implications of establishing a PHSP.
3. Nature of the Service
CarbonFibre is not a bank, trustee of funds, or insurer. Funds processed through the Platform are subject to processing delays, reversals, and disputes, and are not guaranteed until fully settled and beyond applicable reversal windows. Users acknowledge and accept this inherent risk when using the Platform.
4. Roles and Definitions
“Employer” means the Canadian corporation funding a PHSP through the Platform.
“Employee” or “Member” means an individual designated by an Employer as eligible for reimbursement under the PHSP.
“User” means any person accessing or using the Platform, including Employers and Employees.
“Funding Transaction” means any transfer of funds into the Platform by or on behalf of an Employer.
“Payout” means any reimbursement issued to an Employee through the Platform.
“Recoverable Amount” means any amount paid to a User that is subsequently determined to be ineligible, reversed, funded by an invalid or reversed transaction, or paid in error.
5. Eligibility
You must be at least 18 years of age and a resident of Canada to use the Platform. To establish a PHSP as an Employer, you must be an owner, director, or authorized representative of an active Canadian corporation incorporated under federal or provincial law. By registering, you represent and warrant that: (a) the corporation is validly incorporated and in good standing; (b) you have the authority to bind the corporation; and (c) the corporation number and registration details provided during onboarding are accurate and current.
Sole proprietorships, unincorporated partnerships, and individuals acting in a personal capacity are not eligible to establish a PHSP on the Platform at this time. CarbonFibre reserves the right to expand eligibility to additional business structures in the future.
6. Account Responsibilities
You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to notify us immediately of any unauthorized use. We strongly recommend enabling multi-factor authentication (MFA) for your account. CarbonFibre is not liable for losses arising from unauthorized account access where you have failed to secure your credentials.
7. Acceptable Use
You agree to use the Platform only for lawful purposes and in accordance with these Terms. You shall not: submit fraudulent, misleading, or fabricated claims or receipts; attempt to gain unauthorized access to any part of the Platform or its infrastructure; use the Platform to evade taxes or violate any provision of the Income Tax Act; interfere with or disrupt the Platform or its security features; reverse-engineer, decompile, or attempt to extract source code from the Platform; or use the Platform on behalf of any person or entity without proper authorization.
8. Employer Obligations
Employers represent and warrant that they are duly authorized to establish a PHSP, fund accounts on the Platform, and designate Employees eligible for reimbursement. All Funding Transactions must be authorized, must comply with applicable pre-authorized debit (PAD) and electronic funds transfer (EFT) agreements, and must not be fraudulent.
As a condition of registration, the Employer must provide: (a) the corporation’s legal name as registered with the applicable federal or provincial registry; (b) the corporation number or business number issued by the incorporating jurisdiction or the Canada Revenue Agency; and (c) a business bank account held in the name of the corporation. CarbonFibre may verify this information against federal and provincial corporate registries, the Canada Revenue Agency, or other authoritative sources, and may require additional documentation at its discretion.
CarbonFibre reserves the right to refuse, suspend, or terminate access to the Platform if the Employer’s corporate status cannot be verified, if the corporation is not in good standing, or if the information provided is inaccurate or misleading. Funding Transactions must originate from a business bank account held in the name of the registered corporation. CarbonFibre may reject Funding Transactions originating from personal bank accounts or accounts not matching the registered corporation name.
The Employer remains fully liable for any reversal of a Funding Transaction, any improper or fraudulent claims submitted by its designated Employees, and any deficit created by any such reversal.
9. Funding, Reversals, and Risk Controls
9.1 Funding Status
All funds are categorized as Pending (not yet settled), Available (usable, subject to limits and reserves), or Reserved (held for risk management purposes). CarbonFibre may delay or restrict the availability of funds at its sole discretion. Funding Transactions are subject to a settlement period before funds become Available. During the settlement period, funds remain in Pending status and may not be used to satisfy claims or generate Payouts. CarbonFibre determines the length of the settlement period based on the payment method, account type, and risk assessment, and may adjust the settlement period at any time without prior notice.
9.2 Reversal Risk
Employer acknowledges that Funding Transactions are subject to adjustment, invalidation, or recovery by financial institutions, payment networks, or applicable law, and may not be final. If a Funding Transaction is reversed, invalidated, or otherwise adjusted, CarbonFibre may, without prior notice: suspend the relevant account; reverse internal balances; recover amounts previously paid out; and pursue any other remedies available under these Terms or at law.
9.3 Employer Liability for Reversals
The Employer is immediately liable for all Payouts made prior to any reversal and for any deficit created by such reversal. If any Funding Transaction is reversed, declined, or otherwise invalidated, the Employer agrees to reimburse CarbonFibre for: (a) the full amount of any funds paid out in reliance on such transaction; (b) any applicable processing fees; (c) reasonable administrative and recovery costs; and (d) interest on outstanding amounts at a rate of 18% per annum, calculated daily.
The Employer acknowledges that such amounts represent a reasonable estimate of the losses incurred by CarbonFibre and are not intended as a penalty.
9.4 Payouts and Risk Controls
CarbonFibre may, at its sole discretion, delay payouts, impose payout limits, hold reserves against available balances, and require manual review of any claim or payout. Payout timing and availability are not guaranteed. Payouts are processed on a monthly cycle as follows: (a) approved claims accumulate throughout the calendar month; (b) at the end of each payout cycle, CarbonFibre calculates the total approved claims plus applicable fees for each Employer; (c) CarbonFibre initiates a single pre-authorized debit (PAD) from the Employer’s designated business bank account for the combined total of approved claims and fees; (d) funds are held in Pending status during the applicable settlement period; and (e) once the settlement period has elapsed and the Funding Transaction has been confirmed, CarbonFibre disburses Payouts to the applicable Employees.
The minimum payout threshold is $50.00 CAD per Employee per payout cycle. If an Employee’s accumulated approved claims do not meet the minimum threshold at the end of a payout cycle, the balance carries forward to the next cycle. CarbonFibre reserves the right to adjust the payout frequency, minimum threshold, and settlement period at its discretion upon reasonable notice.
10. Employee Terms
10.1 Conditional Nature of Payments
Employees acknowledge that all Payouts are conditional on valid, fully settled funding by the Employer. Receipt of funds does not guarantee final entitlement. A Payout may be subject to reversal, clawback, or recovery at any time if the underlying Funding Transaction is reversed, declined, or otherwise invalidated.
10.2 Repayment Obligation
If any Payout is reversed, funded by an invalid or reversed transaction, made in error, or deemed ineligible, the Employee agrees to promptly return the full amount of such Payout to CarbonFibre or to permit recovery through offset.
10.3 Authorization to Recover and Set-Off
The Employee expressly agrees that any Recoverable Amounts are immediately due and payable to CarbonFibre. The Employee irrevocably authorizes CarbonFibre, to the fullest extent permitted by law, to: (a) set off and deduct any Recoverable Amounts from any current or future reimbursements, balances, or amounts otherwise payable to the Employee; (b) initiate pre-authorized debits or other authorized payment instructions, where applicable and permitted, to recover such amounts from any bank account provided by the Employee; (c) require immediate repayment upon written notice; (d) engage third-party collection agencies or pursue other lawful recovery methods; and (e) report non-payment, where permitted by law, to credit reporting agencies or other relevant parties.
The Employee acknowledges that CarbonFibre may, at its discretion, suspend access to the Platform and withhold further reimbursements until any Recoverable Amounts are fully repaid. This section survives termination of the Employee’s use of the Platform.
11. Offsetting and Clawbacks
CarbonFibre may offset Recoverable Amounts against Employer balances, Employee balances, or future Payouts. CarbonFibre may also apply reserves to cover losses arising from reversals, fraud, or ineligible claims.
12. Claims and Adjudication
All claims submitted through the Platform are subject to adjudication in accordance with your plan terms and CRA eligibility rules. CarbonFibre reserves the right to request additional documentation, deny ineligible claims, and flag claims for review. You are solely responsible for the accuracy and legitimacy of all claims and supporting receipts you submit. Submitting false or fraudulent claims may result in account suspension, termination, and reporting to relevant authorities.
13. Fraud and Abuse
CarbonFibre may, at its sole discretion, suspend accounts, freeze funds, deny claims, and reverse balances if fraud or abuse is suspected. Examples of conduct that may trigger these measures include, without limitation: registration of fictitious employees; submission of false or fabricated claims; misuse of funding mechanisms; use of shared or mismatched bank accounts across multiple Users; repeated claim structures indicative of coordinated abuse; and any conduct that CarbonFibre reasonably determines to be fraudulent or harmful to the Platform.
14. Bank Account Verification
Users agree to provide accurate bank account information and to verify ownership of such accounts where required by CarbonFibre. CarbonFibre may reject or restrict transactions involving mismatched bank accounts and may suspend accounts upon any unexplained change in banking information.
15. Fees and Payment
Fees for use of the Platform are as set out in the applicable Fee Schedule, pricing page, or service agreement between CarbonFibre and the Employer (collectively, the “Fee Terms”). All fees are the sole responsibility of the Employer and are quoted in Canadian dollars, subject to applicable taxes including GST/HST. Administrative fees, per-payout fees, and any other charges are paid by the Employer and are not deducted from Employee reimbursements. Fees are collected together with approved claim amounts in a single pre-authorized debit at the end of each payout cycle. CarbonFibre reserves the right to update the Fee Schedule with 30 days’ written notice. Continued use of the Platform after such notice constitutes acceptance of the updated Fee Terms. Failure to pay fees when due, or the failure or reversal of any pre-authorized debit, may result in suspension or termination of the Employer’s account, withholding of Payouts, and recovery of any amounts owing under these Terms.
16. Payment Processing
CarbonFibre uses third-party payment processors and financial service providers to facilitate Funding Transactions and Payouts. CarbonFibre is not responsible for delays, failures, or reversals caused by payment networks, financial institutions, or other third-party service providers.
17. Intellectual Property
The Platform, including its software, design, text, graphics, and logos, is owned by CarbonFibre Financial Inc. and is protected by Canadian and international intellectual property laws. You are granted a limited, non-exclusive, non-transferable licence to access and use the Platform for its intended purpose. You retain ownership of all data and documents you upload to the Platform.
18. Privacy
Your use of the Platform is also governed by our Privacy Policy, which describes how we collect, use, and protect your personal information. All personal and health data is stored exclusively in Canadian data centres.
19. Disclaimers
The Platform is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, CarbonFibre disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Platform will be uninterrupted, error-free, or secure at all times.
CarbonFibre does not provide tax, legal, or financial advice. Information presented on the Platform regarding CRA rules, eligible expenses, or tax deductions is for general guidance only and should not be relied upon as professional advice.
20. Limitation of Liability
To the maximum extent permitted by applicable law, CarbonFibre and its directors, officers, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, data, or business opportunities, arising out of or related to your use of the Platform. Our total aggregate liability for any claim arising from these Terms or your use of the Platform shall not exceed the total fees paid by you in the twelve (12) months preceding the claim.
Without limiting the foregoing, CarbonFibre is not liable for: reversed Funding Transactions; failed or delayed Payouts; indirect losses arising from any of the foregoing; or tax consequences resulting from your use of the Platform.
21. Indemnification
You agree to indemnify and hold harmless CarbonFibre and its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: your breach of these Terms; your violation of any applicable law; the submission of fraudulent or inaccurate claims; your use of the Platform in a manner not authorized by these Terms; any reversal of a Funding Transaction; any fraud, misuse, or unauthorized activity originating from your account; or any deficit created by the reversal of funds.
22. Dispute Resolution and Enforcement
Except as expressly provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Platform shall be resolved by final and binding arbitration administered in the Province of British Columbia, Canada, in accordance with applicable arbitration legislation.
The User agrees that arbitration shall be the exclusive forum for resolving disputes and waives any right to commence or participate in a court proceeding, except where such waiver is prohibited by law.
Notwithstanding the foregoing, CarbonFibre reserves the right, at its sole discretion, to: (a) seek injunctive or equitable relief in any court of competent jurisdiction; (b) commence legal proceedings in court for the purposes of recovering unpaid amounts, enforcing repayment obligations, addressing fraud or misuse of the Platform, or obtaining any provisional or protective remedies; and (c) enforce any arbitration award in a court of competent jurisdiction.
The User agrees that CarbonFibre may elect to pursue any of the above remedies without waiving its right to require arbitration for other aspects of the dispute.
23. Termination
You may close your account at any time by contacting us. CarbonFibre may suspend or terminate your access to the Platform at any time for violation of these Terms, for risk management purposes, or for any other reason with reasonable notice. Upon termination, your right to use the Platform ceases immediately. We will retain records as required by law, including CRA record-keeping obligations (minimum seven years following the end of the relevant plan year).
Termination of your account does not release you from any obligations accrued prior to termination, including repayment of Recoverable Amounts. Sections 10.3, 11, 20, 21, and 22 survive termination of these Terms.
24. Changes to These Terms
We may update these Terms from time to time. We will provide notice of material changes by posting a revised version on the Platform or by email. Your continued use of the Platform after updated Terms take effect constitutes your acceptance of the changes.
25. Contact Us
If you have questions about these Terms, please contact us at:
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