NTG RESTO ONLINE TERMS OF SERVICE

Website location: https://resto.ntgapps.com/terms

These NTG Resto Online Terms of Service (the “Terms”) are between NTG Clarity Networks Inc., an Ontario corporation with its principal office at 2820 Fourteenth Avenue, Suite 202, Markham, Ontario L3R 0S9, Canada (“Provider”), and the restaurant, company or other business identified in a signed order form, quotation, proposal, portal account, checkout page or subscription confirmation that refers to these Terms (“Customer”).

These Terms, Annex A, each signed order form, quotation or proposal that refers to these Terms, and each online subscription accepted under Annex B (each an “Order Form”) form the “Agreement”. For a Customer that does not sign a separate Order Form, the Online Subscription Contract in Annex B applies together with the commercial details shown in the portal, checkout page and subscription confirmation. By signing an Order Form, clicking an affirmative acceptance box, placing an online order or submitting payment after being shown a link to these Terms, the individual accepting represents that he or she has authority to bind Customer. The Agreement becomes binding on that acceptance, with effect from the date stated in the Order Form or, if none is stated, the date of acceptance (the “Effective Date”).

1.1 “Authorized User” means an employee, contractor or other individual whom Customer authorizes to access the Services for Customer’s internal business operations.

1.2 “Customer Data” means information, content and records submitted to, stored in, generated through or transmitted using the Services by or for Customer, including menu, pricing, order, sales, inventory, employee and customer information. Customer Data does not include Usage Data.

1.3 “Documentation” means Provider’s then-current user guides, help materials and operating instructions for the Services.

1.4 “Services” means access to the NTG Resto restaurant management platform, its subscribed modules, related hosted or locally installed components, Documentation, updates and support identified in the applicable Order Form.

1.5 “Subscription Term” means the initial subscription period and each renewal period stated in the Order Form.

1.6 “Third-Party Service” means a product, platform, payment gateway, delivery service, messaging service, hardware device, network or other service not owned and controlled by Provider.

1.7 “Usage Data” means technical, diagnostic, performance and usage information concerning the operation and use of the Services that does not identify Customer, an Authorized User or any individual when used outside Customer’s account.

1.8 “Customer Equipment” means computers, point-of-sale terminals, tablets, printers, routers, networks and other equipment owned, leased or controlled by Customer on or through which the Services are accessed or used.

1.9 “Local Component” means any software application, agent, connector, database, service or other component of NTG Resto installed on Customer Equipment.

1.10 “Provider-Supplied Hardware” means hardware expressly identified in an Order Form as sold, leased or otherwise supplied by Provider to Customer.

2.1 Subject to Customer’s payment of all fees and compliance with the Agreement, Provider grants Customer, during the Subscription Term, a limited, non-exclusive, non-transferable and non-sublicensable right to permit its Authorized Users to access and use the Services solely for Customer’s internal restaurant operations, at the locations and within the user, device, outlet and module limits stated in the Order Form.

2.2 Customer shall ensure that account credentials are kept confidential, are not shared except as permitted by Provider, and are promptly disabled when an Authorized User no longer requires access. Customer is responsible for all activity under its account, except to the extent caused by Provider’s breach of the Agreement.

2.3 Customer shall not, and shall not permit any person to: (a) copy, modify, translate, reverse engineer, decompile or attempt to discover source code, object code, data structures, algorithms or underlying ideas of the Services, except to the limited extent such restriction is prohibited by law; (b) sell, resell, sublicense, rent, timeshare, distribute or provide the Services to a third party; (c) circumvent usage limits, licensing mechanisms or security controls; (d) access or use the Services to develop, train, improve, validate or benchmark a competing product or to publish performance or benchmark results without Provider’s prior written consent; (e) introduce malicious code, conduct penetration testing without authorization, or interfere with the integrity, security or operation of the Services; (f) scrape, extract or access data other than through features expressly made available by Provider; or (g) use the Services unlawfully or in a manner that infringes another person’s rights.

2.4 Provider may update, enhance and modify the Services from time to time. Provider will not materially reduce the core functionality of the subscribed Services during a paid Subscription Term, except where necessary for security, legal compliance, a Third-Party Service change or prevention of harm. New modules or material new functionality may be subject to additional fees.

2.5 Any free trial, proof of concept, beta or pre-release feature is provided for evaluation only, may be changed or withdrawn at any time, and is provided “as is” without service levels, warranties or liability except to the extent such exclusion is prohibited by law.

2.6 No rights are granted except as expressly stated in the Agreement. Provider and its licensors reserve all rights in and to the Services, Documentation and related technology.

2.7 Customer shall not access, export, re-export, transfer or use the Services in violation of applicable trade sanctions, export controls or other restrictions. Customer represents that it is not, and is not owned or controlled by, a person with whom Provider is prohibited from dealing under applicable law.

2.8 Free plans are governed by these Terms except that Section 3 (Support and SLA), Sections 10 and 12 (Warranties and Liability), and data export rights in Section 14 and any and all rights, liabilities and obligations ancillary and incidental thereto do not apply to free plans.

3.1 Included and optional services. The recurring subscription fee includes access to the subscribed Services, standard updates, technical support and standard remote training during the support hours stated in the Order Form. Initial setup, configuration, on-boarding and training, menu setup, data migration, installation, customization, onsite work and other implementation services are provided with a mandatory one-time setup fee, as stated in the Order Form. Day-to-day operational assistance, including routine data entry, menu maintenance, report preparation or management of Customer’s restaurant processes, is not included and may be provided at Provider’s discretion for a separate recurring fee. Additional locations, integrations, customization, onsite visits or retraining outside the standard training may require a change order and additional fees.

3.2 Customer shall provide timely access to personnel, systems, premises, Customer Equipment, data and decisions reasonably required for implementation. Customer is responsible for the completeness, legality, format and accuracy of data supplied for migration or configuration. Provider is not responsible for delays caused by Customer or a Third-Party Service. Unless expressly agreed otherwise in an Order Form, a Customer-caused delay does not defer the Subscription Start Date, payment obligations or deemed acceptance, and Provider may charge reasonable additional costs arising from the delay.

3.3 Unless the Order Form states otherwise, implementation or migrated data will be deemed accepted when Customer begins production use or, if earlier, five (5) business days after Provider notifies Customer that the relevant work is ready, unless Customer provides a reasonably detailed written notice of a material non-conformity within that period.

3.4 Technical support and training. Provider will provide technical support and standard remote training through the channels and during the days, hours and time zone stated in the Order Form or Online Subscription Contract. Any response time is a target for the first response and is not a guaranteed resolution time unless a separate signed service level agreement expressly states otherwise. Support does not include day-to-day operational assistance, Customer data entry or menu maintenance, accounting or tax work, or issues caused by Customer systems, unsupported devices, Third-Party Services, misuse, unauthorized changes, internet or power failure, or failure to follow the Documentation.

3.5 Customer network, software and hardware. Customer shall, at its own cost, arrange, install, configure, secure, maintain, update and replace all networking, internet connectivity, power, routers, computers, point-of-sale terminals, tablets, printers, operating systems, browsers, drivers, licences and other third-party software or hardware required to meet Provider’s then-current minimum requirements. Customer is responsible for compatibility, capacity, cybersecurity, physical security, backups and performance of those items. Provider is not responsible for their procurement, configuration, maintenance, security, performance or failure, or for any loss, delay or service issue caused by them. Failure to meet the minimum requirements does not suspend Customer’s payment obligations or create a service-level claim. Where reasonably required for installation, support or security, Customer authorizes Provider to access relevant systems remotely in accordance with Customer’s notified security procedures.

3.6 Where an Order Form identifies a Local Component, Customer expressly requests and consents to Provider installing, configuring, operating and updating that Local Component on Customer Equipment. The purposes and functions of a Local Component may include enabling point-of-sale, printing, synchronization, offline operation, integrations, licensing, security, diagnostics, support and updates. A Local Component may start automatically, communicate with Provider’s systems and collect technical and diagnostic information. Customer represents that it owns the relevant Customer Equipment or is authorized to provide this consent. Where applicable law requires consent to a materially different function, Provider will seek that consent separately. Customer may withdraw installation consent by written notice, but Provider may suspend or terminate the affected functionality, and withdrawal does not relieve Customer of committed payment obligations.

3.7 Maintenance and service levels. Provider may perform scheduled maintenance, emergency maintenance, security work and upgrades that temporarily affect availability or functionality. Provider will use commercially reasonable efforts to give advance notice of planned maintenance where practicable. Unless an Order Form expressly states otherwise, service levels relate only to the support days, hours, channels and target response times stated there. No uptime, recovery time, resolution time or uninterrupted operation is guaranteed.

3.8 Customer acknowledges that the Services are not a substitute for business-continuity procedures. Customer shall maintain appropriate manual procedures, independent records, backups, internet and power contingencies, and processes for continuing restaurant operations during an outage or loss of connectivity. Provider is not responsible for failed or delayed orders, duplicate orders, lost sales, spoilage, cash variances or other operational consequences arising from an outage, connectivity failure or Customer’s failure to maintain such procedures.

3.9 If Provider-Supplied Hardware is included: (a) its description, price and basis of supply must be stated in the Order Form; (b) risk of loss passes to Customer on delivery; (c) for hardware sold to Customer, title passes only after full payment; (d) for hardware leased or loaned to Customer, title remains with Provider and Customer shall return it promptly on request or termination in the condition received, fair wear and tear excepted; (e) Customer is responsible for loss, theft, misuse and physical damage after delivery; and (f) unless expressly stated otherwise, Provider passes through any available manufacturer warranty and disclaims other hardware warranties to the maximum extent permitted by law. Replacement, repair, installation and return-shipping charges may be invoiced to Customer where not covered by an applicable warranty.

4.1 Customer is responsible for configuring user permissions, reviewing system activity, maintaining appropriate internal controls and ensuring that Authorized Users comply with the Agreement. Customer shall promptly notify Provider of suspected unauthorized access or a security issue affecting its account.

4.2 Customer remains the seller, merchant of record and operator of its restaurant business. Customer is solely responsible for its menus, prices, taxes, service charges, discounts, refunds, cash handling, inventory, employee administration, customer communications, food safety, licences and all transactions with its diners, suppliers, employees and delivery partners.

4.3 Customer shall verify receipts, bills, tax calculations, financial reports, inventory records and other outputs before relying on them. The Services are operational tools and do not constitute accounting, tax, legal, employment, food safety or other professional advice.

4.4 Customer shall provide all notices, obtain all consents and maintain all lawful bases required to collect, use and disclose personal information through the Services, including employee, loyalty programme, reservation, delivery and marketing data. Customer is responsible for compliance with applicable anti-spam, telemarketing, consumer protection and marketing laws when using email, SMS, WhatsApp or similar features.

4.5 Customer shall not store full payment card numbers, card verification values, magnetic stripe data or other sensitive authentication data in free-text fields or otherwise outside an approved payment integration. Where a payment function is enabled, Customer shall comply with the terms and security requirements of the applicable payment processor and card networks.

4.6 Taxes, licences and lawful use. Customer shall maintain all licences, registrations and regulatory approvals required for its restaurant operations and use of the Services. Customer is solely responsible for its tax registrations, tax codes and settings, invoices and receipts, collection, reporting, filings and payments. Provider may rely on information and instructions supplied by Customer and has no duty to verify their legal, accounting, employment, tax or regulatory accuracy. Customer shall not use the Services in a way that causes Customer, Provider or any other person to breach law or a third-party right.

5.1 Fees and what they cover. Customer shall pay the subscription, setup or implementation, optional operational assistance, integration, usage, professional service, hardware and other fees stated in the Order Form. The recurring subscription fee covers only the items stated in clause 3.1. Initial setup fee and optional day-to-day operational assistance are charged separately. Unless stated otherwise, setup, implementation and hardware fees are due on acceptance, recurring fees are billed in advance, and usage-based charges are billed in arrears. Subscription fees commence on the Subscription Start Date and are not dependent on actual go-live, Customer readiness, completion of Customer dependencies or level of use, unless the Order Form expressly says otherwise.

5.2 Payment method and authorization. Payment will be made by payment card through Provider’s payment processor unless the invoice expressly permits another method. Customer authorizes Provider and its payment processor to charge the card or other payment method on file for all amounts due, including recurring subscription fees and approved additional charges. Customer shall keep its billing and payment information current. Any banking or alternative payment instructions will be stated in the relevant invoice; no banking details are incorporated into these Terms.

5.3 Overdue amounts may accrue interest at 1.5% per month (18% per annum) or the maximum lawful rate, whichever is lower, from the due date until paid. Customer shall reimburse reasonable collection costs, including legal fees where recoverable. Provider may suspend access after giving at least five (5) business days’ notice of an overdue amount. Provider is not required to continue implementation, support, data export or other services while amounts remain overdue.

5.4 Taxes and Customer reporting. Fees are exclusive of sales, use, value-added, goods and services, withholding and similar taxes, duties, levies and governmental charges. Customer is responsible for determining, configuring, collecting, reporting, filing and paying all taxes and government amounts arising from its restaurant business, sales, employees, transactions and use of the Services, other than taxes imposed on Provider’s net income. Customer shall verify all tax settings, receipts, calculations and reports before use or filing. If Customer is required to withhold tax from a payment, Customer shall, unless the Order Form states otherwise, increase the payment so Provider receives the amount it would have received without the withholding and shall promptly provide the official withholding certificate. Provider is not Customer’s tax agent or adviser and is not responsible for any penalty, interest, underpayment, overpayment, filing failure or breach of law arising from Customer’s configuration or use of the Services.

5.5 Provider may change recurring fees for a renewal term by giving at least thirty (30) days’ notice before the renewal date. Fees may also be adjusted during a Subscription Term if Customer adds locations, users, devices, modules, transaction volumes or services.

5.6 Except where the Agreement expressly provides otherwise, fees are non-cancellable and non-refundable, and Customer may not set off or deduct amounts from an invoice.

5.7 Fees and invoices are denominated in the currency stated in the Order Form. Customer shall bear bank, card, remittance, conversion and correspondent charges. If Provider agrees to accept another currency, conversion will be made using Provider’s payment processor or bank rate on the processing date. Payment is received only when cleared funds are available to Provider.

5.8 Provider may electronically measure use of the Services and may request records reasonably necessary to verify compliance with subscribed outlet, user, device, module, storage and transaction limits. If Customer exceeds a limit, Provider may invoice the applicable additional fees at its then-current rates from the date the excess use began or, if that date cannot reasonably be determined, for the preceding twelve (12) months. Payment of a true-up does not waive Provider’s other rights.

5.9 Customer must notify Provider of a good-faith invoice dispute within ten (10) business days after the invoice date, identifying the disputed amount and basis in reasonable detail. Customer shall timely pay all undisputed amounts. An invoice not disputed within that period is deemed accepted, except for manifest error.

5.10 Package changes. A package upgrade, added module or increased usage limit takes effect when Provider approves the request and the related payment is successfully processed. A downgrade takes effect at the start of Customer’s next monthly billing cycle, not immediately, and does not create any refund, credit or reduction of fees already billed or paid. A downgrade remains subject to any minimum committed term, minimum package and other limits stated in the Order Form.

6.1 As between the parties, Customer retains all rights in Customer Data. Customer grants Provider and its affiliates and subcontractors a limited right to host, copy, transmit, display, modify and otherwise process Customer Data as necessary to provide, administer, secure, maintain and support the Services, comply with law, prevent fraud or misuse, and exercise Provider’s rights under the Agreement. Provider will not use identifiable personal information contained in Customer Data for unrelated advertising or general model training unless Customer separately authorizes that use. Aggregated and de-identified data is governed by clause 6.6.

6.2 Customer represents that it has all rights and permissions necessary for Provider to process Customer Data as contemplated by the Agreement and Customer’s instructions. Customer shall not submit unlawful content or data that Customer is not authorized to process.

6.3 Security measures. To the extent Provider processes personal information on Customer’s behalf, Provider will: (a) process it to provide, administer, secure and support the Services, in accordance with Customer’s documented instructions and as required by law; (b) ensure personnel with access are subject to confidentiality duties; (c) maintain commercially reasonable administrative, technical and physical safeguards appropriate to the nature of the information; and (d) reasonably assist Customer with requests and compliance obligations where required by applicable law, subject to reimbursement of material out-of-scope costs. Provider may refuse or suspend an instruction that it reasonably believes is unlawful, insecure or outside the scope of the Services. No system or security measure can guarantee absolute security.

6.4 Provider will notify Customer without undue delay after becoming aware of a confirmed breach of security safeguards affecting Customer Data and will provide information reasonably available to assist Customer in meeting its legal obligations. Notification is not an admission of fault or liability. Customer is responsible for determining whether notice to regulators, affected individuals or other persons is legally required and for giving such notice, except to the extent applicable law directly requires Provider to do so.

6.5 Provider will maintain commercially reasonable backup and recovery processes for hosted Customer Data, but the Services are not an archival or records-retention service. Customer shall maintain independent copies of critical records required for continuity, audit, tax or legal compliance. If Customer Data is lost or corrupted due to Provider’s breach of the Agreement, Customer’s exclusive remedy is for Provider to use commercially reasonable efforts to restore the affected data from the most recent available backup. Provider does not guarantee that every item of data can be recovered or that restoration will reproduce the data’s exact prior state.

6.6 Provider may collect and use Usage Data and may create aggregated or de-identified data from Customer Data, provided such data does not identify Customer or any individual. Provider may use that data for analytics, security, support, product improvement, capacity planning and benchmarking and may disclose it in aggregated or de-identified form.

6.7 Third-party hosting and subprocessors. Customer expressly authorizes Provider to use affiliates, subcontractors and one or more third-party cloud or hosting providers selected by Provider to host, store, back up, transmit and otherwise process Customer Data for the Services, including in countries where those providers operate. Provider will select reputable providers that maintain robust administrative, technical and physical security measures appropriate to their services, and will impose appropriate confidentiality, security and data-protection obligations on material subprocessors. Provider remains responsible for their performance of Provider’s obligations under the Agreement, subject to the limitations and exclusions in the Agreement. Customer acknowledges that data processed in another country may be subject to lawful access by authorities there.

6.8 Unless expressly agreed in writing, the Services are not designed to store health records, biometric identifiers, criminal records, government identity documents, information about children, sensitive authentication data or other categories of highly sensitive or regulated information. Customer shall not submit such information and remains responsible for any additional safeguards, consents or legal requirements arising from data it elects to submit.

6.9 Annex A applies where Provider processes personal information on Customer’s behalf. If Annex A conflicts with another provision of the Agreement, Annex A prevails only to the extent of that conflict and only in relation to such processing.

7.1 “Confidential Information” means non-public information disclosed by or on behalf of a party that is marked confidential or should reasonably be understood as confidential, including Customer Data, business plans, pricing, security information, software and technical information. Confidential Information excludes information that the recipient can document: (a) is publicly available without breach; (b) was lawfully known without restriction; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of the discloser’s Confidential Information.

7.2 The recipient shall use Confidential Information only to perform or exercise rights under the Agreement, protect it using at least reasonable care, and disclose it only to personnel, professional advisers and subcontractors who need to know and are bound by confidentiality obligations. The recipient may disclose information where legally required, after giving prior notice where lawful and reasonably practicable.

7.3 These obligations continue during the Agreement and for three (3) years after termination, except that obligations for trade secrets and personal information continue for so long as the information remains protected by applicable law.

8.1 Provider and its licensors own all right, title and interest in the Services, Documentation, software, interfaces, workflows, templates, configurations, improvements, derivative works and related intellectual property. Customer receives only the limited subscription rights stated in the Agreement.

8.2 If Customer or an Authorized User provides an idea, suggestion or feedback concerning the Services, Customer grants Provider a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate it without restriction or payment, provided Provider does not identify Customer as the source without consent.

8.3 Customer grants Provider a non-exclusive right during the Subscription Term to identify Customer by name and logo as a customer of NTG Resto on Provider’s website, customer lists and marketing materials. Provider will cease new external use within a reasonable period after Customer gives written notice opting out. Neither party may otherwise imply endorsement by the other or use the other party’s trademarks except as permitted by this clause or with prior written consent.

9.1 Approval of integrations. The Services may interoperate with a Third-Party Service only where Provider approves and enables the integration on a case-by-case basis. Provider may approve or refuse an integration in its discretion, subject to availability, compatibility, security, legal, operational and commercial considerations. Provider may charge an integration, setup, maintenance or support fee, or may agree to provide an integration without charge. Customer authorizes Provider to exchange Customer Data with an approved Third-Party Service as reasonably necessary to enable the integration.

9.2 Third-Party Services are governed by their own terms, fees and privacy practices. Provider does not control and is not responsible for a Third-Party Service, its availability, security, acts or omissions, or changes that impair an integration, except to the extent the Order Form expressly states that Provider supplies and warrants that service.

9.3 Changes or withdrawal of integrations. Provider may suspend, limit or discontinue an integration at any time if the third party changes or ends access, the integration creates a security, legal, technical or operational risk, Customer does not pay an applicable fee, or continued support becomes commercially unreasonable. Provider will give reasonable notice where practicable but is not required to provide an alternative integration.

9.4 Customer is responsible for obtaining and maintaining all accounts, licences, credentials, consents and paid subscriptions required for Third-Party Services. Customer authorizes Provider to rely on credentials and permissions supplied through Customer’s account and shall promptly revoke or update them when no longer required.

10.1 Each party warrants that it has authority to enter into and perform the Agreement. Provider warrants that, during a paid Subscription Term, the Services will materially conform to the Documentation and that implementation and support services expressly purchased from Provider will be performed in a professional and workmanlike manner. This warranty does not apply to free or beta features, Third-Party Services, Provider-Supplied Hardware governed by clause 3.9, unsupported Customer Equipment, Customer modifications, misuse, or failure to follow the Documentation.

10.2 Customer’s exclusive remedy for breach of the warranty in clause 10.1 is for Provider to use reasonable efforts to correct or reperform the affected Services. If Provider cannot do so within a reasonable period, Customer may terminate the affected Order Form and receive a pro-rated refund of prepaid recurring fees for the unused period after termination. Customer must notify Provider of the breach promptly and provide information reasonably required to reproduce it.

10.3 Except for the express warranties in this clause, the Services, Documentation, free trials and beta features are provided “as is” and “as available”. To the maximum extent permitted by law, Provider disclaims all implied warranties and conditions, including merchantability, fitness for a particular purpose, title, non-infringement and those arising from course of dealing or usage of trade. Provider does not warrant uninterrupted or error-free operation, that every defect will be corrected, that the Services are fail-safe, or that outputs will satisfy Customer’s accounting, tax, employment, food-safety, consumer-protection or other legal or regulatory requirements.

11.1 Provider will defend Customer against a third-party claim brought in the intellectual-property indemnity territory stated in the Order Form (or, if none is stated, Canada) alleging that Customer’s authorized use of the paid Services infringes a copyright or registered trademark enforceable in that territory, and will pay damages and reasonable costs finally awarded or agreed in settlement. Patent claims are included only if expressly stated in the Order Form. Customer must promptly notify Provider, give Provider sole control of the defence and settlement, and reasonably cooperate. Provider may modify or replace the affected Services or obtain continued use rights. If those remedies are not commercially reasonable, Provider may terminate the affected Services and refund prepaid recurring fees for the unused period. This clause states Customer’s exclusive remedy for an intellectual-property infringement claim.

11.2 Provider has no obligation under clause 11.1 to the extent a claim arises from Customer Data, Customer or third-party modifications, combination with items not supplied or approved by Provider, use contrary to the Agreement or Documentation, or continued use after Provider provides a non-infringing replacement.

11.3 Customer indemnity. Customer will defend, indemnify and hold harmless Provider, its affiliates and their respective officers, directors, personnel and subcontractors from third-party claims, regulatory proceedings, investigations, damages, fines to the extent lawfully indemnifiable, taxes, penalties, liabilities and reasonable costs arising from: (a) Customer Data or Customer’s failure to obtain required rights, notices or consents; (b) Customer’s restaurant operations, food, products, services, taxes, tax reporting or filings, employment matters or transactions with diners, employees, suppliers, payment processors or delivery partners; (c) Customer’s marketing communications, payment-card handling, unlawful or unauthorized use of the Services, or any use that causes a breach of law or third-party rights; or (d) Customer’s breach of clauses 2.3, 4, 6.2 or 6.8. Provider will give prompt notice and reasonable cooperation, and Customer will control the defence and settlement. Customer may not settle a claim in a manner that admits wrongdoing by, restricts, or imposes a non-monetary obligation on a Provider indemnified party without Provider’s prior written consent.

12.1 To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, exemplary, punitive or consequential loss, or for loss of profits, revenue, anticipated savings, goodwill, business opportunity or data, cost of substitute services, business interruption, restaurant downtime, failed or delayed orders, spoilage, refunds, chargebacks or cash variances, arising out of or relating to the Agreement, even if advised of the possibility.

12.2 Provider’s total aggregate liability arising out of or relating to an Order Form, whether in contract, tort, statute or otherwise, will not exceed the fees paid or payable by Customer under that Order Form during the six (6) months immediately preceding the first event giving rise to liability. If the event occurs during the first six months, the cap is the fees paid or payable from the Subscription Start Date to that event. All refunds, credits, indemnity payments and other remedies count toward this cap.

12.3 The limitations in this clause do not limit: (a) Customer’s obligation to pay fees and collection costs; (b) Customer’s obligations under clauses 2.3, 4.5, 6.2, 6.8, 7, 8.1 or 11.3; (c) liability arising from a party’s fraud or wilful misconduct; or (d) liability that cannot lawfully be limited or excluded. Provider’s obligations under clause 11.1 remain subject to clause 12.2. The parties acknowledge that the fees reflect this allocation of risk.

13.1 The Agreement begins on the Effective Date and continues while an Order Form remains in effect. Each Order Form starts on its stated subscription start date and continues for its initial term. Unless the Order Form states otherwise, it automatically renews for successive periods equal to the initial term unless either party gives at least thirty (30) days’ written notice before the end of the then-current term.

13.2 Customer may not terminate an Order Form for convenience during a committed Subscription Term. A month-to-month subscription may be cancelled on thirty (30) days’ notice, effective at the end of the then-current monthly billing period. Customer remains liable for all committed fees through the effective date of termination.

13.3 Either party may terminate an Order Form for material breach if the breach is not cured within thirty (30) days after written notice, except that non-payment must be cured within five (5) business days. Either party may terminate immediately if the other becomes insolvent, ceases business, enters liquidation or is subject to analogous proceedings not dismissed within sixty (60) days.

13.4 Provider may suspend some or all Services immediately where reasonably necessary to address a security threat, unlawful activity, unauthorized access, material risk to the Services or other customers, or a legal requirement. Provider will give notice and restore access promptly after the issue is resolved where reasonably practicable.

13.5 Provider may terminate an Order Form immediately if Customer’s use is fraudulent, unlawful, creates a material security risk, repeatedly infringes third-party rights, or materially breaches clause 2.3 and the breach is not reasonably capable of cure.

13.6 Provider may discontinue a Service or terminate an affected Order Form for material business, legal, security or technical reasons on at least sixty (60) days’ notice. Provider’s sole obligation in that case is to refund prepaid recurring fees attributable to the period after termination. Provider may also elect not to renew an Order Form by giving notice before the renewal date.

14.1 On expiry or termination, Customer’s right to use the affected Services ends and all outstanding fees become immediately due. Termination does not affect accrued rights or obligations.

14.2 For thirty (30) days after termination, and provided Customer has paid all undisputed amounts, Customer may request a standard export of hosted Customer Data in a format then generally offered by Provider. Additional assistance, custom formats or restoration work may be charged at Provider’s then-current rates.

14.3 After the export period, Provider may delete Customer Data from active systems, subject to legal retention duties and routine backup cycles. Backup copies may remain until overwritten in the ordinary course and will remain protected under the Agreement while retained.

14.4 Clauses that by their nature should survive will survive, including payment obligations, confidentiality, intellectual property, disclaimers, indemnities, limitations of liability, effects of termination and general provisions.

15.1 Order of precedence. If there is a conflict, the following order applies: (a) any signed data processing addendum, solely for matters concerning the processing of Personal Information; (b) the Special Terms in a signed Order Form; (c) the remaining terms of that signed Order Form; and (d) these Terms, including Annex A. A purchase order or other Customer document is for administrative convenience only and does not amend the Agreement, even if Provider accepts it or does not object.

15.2 Electronic contracting and records. The parties consent to electronic communications, signatures, records and contracting. Electronic acceptance and copies have the same effect as originals. Provider may retain records of acceptance, including account, user, date, time and version information.

15.3 Changes to these Terms. Provider may update these Terms for legal, security, operational, commercial or product reasons. Provider will notify Customer of a material change by email to the address recorded in Customer’s account or Order Form and may also post the updated Terms on its website. Customer is responsible for keeping that email address current, monitoring it and reviewing notices and updated Terms. Unless the notice states a later date, a material change takes effect thirty (30) days after the email is sent; a change required by law, needed for urgent security, or relating to a new or optional feature may take effect earlier. Continued use of the Services after the effective date constitutes acceptance. A materially adverse change to Customer’s core subscription rights during a committed paid term will ordinarily apply from the next renewal unless required earlier by law or security.

15.4 Notices. Operational, account, security, billing and change notices may be sent to the email address in Customer’s account and are deemed received when sent, unless Provider receives a delivery failure. Customer must keep its contact and billing email addresses current and is responsible for reviewing notices. A formal legal notice must be sent by email to the legal or primary contact stated in the Order Form, or to Provider at [email protected], and is effective on the next business day after transmission unless the sender receives a delivery failure. A party may also send a copy by recognized courier, but courier delivery is not required unless applicable law requires it.

15.5 Assignment and subcontracting. Customer may not assign the Agreement without Provider’s prior written consent. Provider may assign it to an affiliate or in connection with a merger, reorganization, financing, sale of shares or sale of all or substantially all assets relating to the Services. Provider may use affiliates and subcontractors to perform any part of the Services. No affiliate, subcontractor, reseller, installer or other service provider has authority to bind Provider unless Provider expressly authorizes that authority in writing. Any prohibited assignment is void.

15.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including internet, cloud or utility failures, labour disputes, natural disasters, epidemics, war, civil disorder, governmental action or Third-Party Service failures, provided it uses reasonable efforts to mitigate. This clause does not excuse Customer’s payment obligations for Services already provided or available.

15.7 Independent contractors. The parties are independent contractors. The Agreement does not create a partnership, agency, fiduciary, employment, franchise or joint venture relationship.

15.8 Governing law and proceedings. The Agreement is governed by the laws of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. Customer irrevocably submits any claim it brings arising from the Agreement to the exclusive jurisdiction of the courts located in Toronto, Ontario and waives objections based on venue or inconvenient forum. Provider may bring proceedings for collection, injunctive relief, protection of intellectual property or enforcement in Ontario or in any jurisdiction where Customer or its assets are located.

15.9 Entire agreement; no reliance; waiver; severability. The Agreement is the entire agreement concerning its subject matter and supersedes prior proposals and discussions. Customer acknowledges that it has not relied on any statement, demonstration, roadmap, forecast or commitment not expressly set out in the Agreement; product plans and demonstrations are illustrative and do not create an obligation to deliver future functionality. A waiver must be in writing and applies only to the specific instance. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect.

15.10 Counterparts. A signed Order Form may be executed in counterparts and through electronic signature platforms, each of which is deemed an original and together constitute one instrument.

15.11 Compliance with laws. Each party shall comply with laws applicable to its own performance. Provider is not responsible for laws applicable specifically to Customer’s restaurant, industry, location, products, employees, diners or chosen use of the Services. Customer shall not cause Provider to violate applicable anti-bribery, sanctions, export-control, privacy, communications or consumer-protection laws.

15.12 Third-party rights and cumulative remedies. Except for Provider indemnified parties under clause 11.3, no person other than the parties has a right to enforce the Agreement. Rights and remedies are cumulative unless expressly stated otherwise.

15.13 Language. The parties have requested that the Agreement and related documents be prepared in English. Any translation is for convenience only, and the English version controls to the extent permitted by law.

These Data Processing Terms apply only to the extent Provider processes Personal Information on behalf of Customer in connection with the Services. They do not apply to information for which Provider independently determines the purposes and means of processing, such as Provider’s own account administration, billing, security, fraud-prevention and legal-compliance records.

1. Definitions and roles. “Data Protection Laws” means privacy and data-protection laws applicable to the relevant processing. “Personal Information” means Customer Data relating to an identified or identifiable individual. To the extent the concepts apply, Customer acts as controller or business and Provider acts as processor or service provider. Customer is responsible for its instructions, notices, consents, lawful basis and compliance as controller or business.

2. Processing details. The subject matter is the operation and support of NTG Resto. Processing continues for the Subscription Term and any permitted retention period. The nature of processing may include collection, hosting, organization, storage, access, transmission, retrieval, support, deletion, security monitoring and backup. The purpose is to provide, administer, secure and support the Services. Data subjects may include Customer personnel, diners, loyalty members, reservation contacts, suppliers and delivery contacts. Categories may include contact details, account identifiers, orders, reservations, loyalty activity, transaction records, employee records entered by Customer, device data and communications.

3. Instructions. Provider will process Personal Information in accordance with Customer’s documented instructions, including the Agreement, Order Forms, account configuration and lawful use by Authorized Users. Provider may process Personal Information as required by law and, where legally permitted, will notify Customer of that requirement. Provider is not required to comply with an instruction that it reasonably believes violates law, creates a security risk or requires development or services outside the agreed scope.

4. Confidentiality and security. Provider will restrict access to personnel and subprocessors who need access for the Services and are bound by confidentiality obligations. Provider will maintain commercially reasonable administrative, technical and physical safeguards appropriate to the nature of the Personal Information. Customer remains responsible for account configuration, Authorized Users, Customer Equipment, access controls and secure use of the Services.

5. Security incidents. Provider will notify Customer without undue delay after becoming aware of a confirmed breach of security safeguards affecting Personal Information processed on Customer’s behalf and will provide reasonably available information and cooperation. Customer is responsible for determining and making any legally required notifications, except where law directly requires Provider to notify.

6. Subprocessors and hosting providers. Customer gives general and express authorization for Provider to appoint affiliates, cloud hosting providers and other third parties as subprocessors. Provider will impose data-protection obligations appropriate to the services they perform. On reasonable request, Provider will make available information about material subprocessors. If Customer raises a substantiated objection based on Data Protection Laws, the parties will seek a commercially reasonable solution; if none is available, Provider may discontinue the affected feature or Customer may terminate only the affected Service, with a pro-rated refund of prepaid recurring fees for the unused period.

7. Assistance and requests. Taking into account the nature of processing and information available, Provider will provide reasonable assistance with data-subject requests, security obligations, impact assessments and regulatory inquiries where required by Data Protection Laws. Customer shall reimburse Provider’s reasonable costs for assistance outside standard product functionality or arising from Customer’s acts, omissions or special requirements.

8. International processing. Customer authorizes Provider and its subprocessors to process Personal Information in countries where they operate. Provider will use contractual or other safeguards required by applicable Data Protection Laws. Customer acknowledges that information processed in another country may be subject to lawful access by authorities in that country.

9. Information and audits. Provider will make available information reasonably necessary to demonstrate compliance with these Data Processing Terms, including relevant third-party assurance reports where available. If such information is insufficient and an audit is legally required, Customer may conduct one audit per year on at least thirty (30) days’ notice, during business hours, through an independent non-competitor bound by confidentiality. The audit must not compromise security or other customers’ information, and Customer bears its costs and Provider’s reasonable assistance costs, unless the audit identifies a material breach by Provider.

10. Return and deletion. On expiry or termination, Provider will make Customer Data available for export and delete it as provided in clause 14. Provider may retain Personal Information where required by law and in routine backups until overwritten, provided it remains protected and is not used for another purpose.

11. Priority and liability. These Data Processing Terms form part of the Agreement. The disclaimers, indemnities, exclusions and limitations of liability in the Agreement apply to these Data Processing Terms, and all claims under them are aggregated with other claims under the affected Order Form for purposes of the liability cap.

1. When this Annex applies. This Annex applies where Customer subscribes through Provider’s website or portal and does not sign a separate Order Form. It is a binding Order Form under the Agreement.

2. Customer and commercial details. The following information entered, selected or displayed in Customer’s portal account, checkout page and subscription confirmation forms part of this Online Subscription Contract:

Customer: the business name, address, restaurant location(s), account administrator and billing contact entered in the portal.

Package and limits: the package, modules, outlets, users, devices, storage, transaction or other limits selected or displayed at checkout.

Subscription Start Date: the activation date shown in the portal or confirmation; if none is shown, the date the first payment is successfully processed.

Term and billing cycle: the monthly, annual or other cycle shown at checkout. Unless a longer committed term is stated, the subscription is month-to-month and renews automatically until cancelled in accordance with the Agreement.

Subscription fee: the recurring price and currency shown at checkout or in the subscription confirmation, plus applicable taxes and charges.

Setup fee: initial setup, implementation and training to be paid one-time at the start of the subscription.

Payment: payment card through Provider’s payment processor, with recurring charges authorized under clause 5.2. Any alternative payment or banking instructions will appear in an invoice.

Included services: platform access, standard updates, technical support and standard remote training during the support hours displayed for the selected package.

Support and SLA: the support days, hours, time zone, channels and target first-response time displayed for the selected package or in the portal. If none is displayed, Provider’s then-current standard published support hours and targets apply.

Optional services: day-to-day operational assistance and integrations are included only if separately selected, approved or quoted, and are charged at the price shown or agreed.

Minimum requirements: Customer must meet Provider’s then-current published networking, software and hardware requirements.

Special or promotional terms: any discount, trial, minimum commitment or other term expressly displayed at checkout or in the subscription confirmation.

3. Acceptance. By clicking “I agree” (or equivalent), submitting the online order and providing or confirming a payment method, Customer confirms that: (a) it has reviewed the selected commercial details and these Terms; (b) the person accepting has authority to bind Customer; (c) the commercial details are accurate; and (d) Customer agrees to recurring billing and to the entire Agreement.

4. Records. Provider may keep electronic records of the account, selected plan, prices, acceptance, payment, date, time, IP address and Terms version. The subscription confirmation and Provider’s records are evidence of the Online Subscription Contract, subject to correction of manifest error.