Terms of Service

Version 1.0 · Effective 2026-07-27 · Governed by the laws of Ontario, Canada. Your data is yours — Section 3 is the heart of this agreement and wins any conflict within it.

1. The Agreement

These Terms of Service (the "Terms") are a binding agreement between [Almond Till legal entity name], an Ontario company ("Almond Till", "we", "us"), and the business that registers for or uses the Almond Till platform (the "Merchant", "you"). You accept these Terms by creating an account, by clicking acceptance where presented, or by using the Service — whichever happens first. The person accepting warrants they are authorized to bind the Merchant. The Service is offered to businesses only, not to consumers in their personal capacity.

2. Definitions

• "Service" — the Almond Till retail management platform: the headless service and API, the Office

back-office, browser point of sale, storefront publishing, portals, CLI, and all related software, documentation, and infrastructure we operate.

• "Merchant Data" — ALL data you or your staff submit to the Service or that the Service records

on your behalf in the course of your business: your catalog, inventory, orders, pricing, documents, configuration, staff records, and the personal information of your customers ("Customer Personal Information") that you collect through the Service.

• "Operational Data" — data about the operation of the platform itself that is not Merchant Data:

service logs, security and audit events, billing metering, uptime and performance telemetry.

• "Order"/"order form" — any plan selection, pricing schedule, or written supplement we both agree to.

3. Your Data Is Yours — The Data Covenant

This section is deliberately first among the substantive terms, and it wins any conflict with any other section of these Terms.

• Ownership. As between you and us, you own all Merchant Data. Nothing in these Terms transfers any right, title, or interest in Merchant Data to us.
• Our only licence. You grant us a limited, non-exclusive licence to host, copy, transmit, back up, secure, and display Merchant Data **solely as necessary to provide and operate the Service for you**, to bill you for it, to keep it safe, and to comply with law. That is the whole licence. It ends when your data is deleted under Section 11.
• The no-list. We do not sell Merchant Data. We do not share it with third parties except the subprocessors in §3.6 acting on our instructions to run the Service. We do not use it for advertising. We do not use it to train artificial-intelligence or machine-learning models. We do not mine, aggregate, anonymize, or "de-identify" it for our own product research, benchmarking, resale, or any other secondary purpose. We do not look at it except as §3.4 permits.
• Human access. Our personnel access Merchant Data only (a) with your permission to provide support you requested, (b) as strictly necessary to investigate a security incident, abuse, or a platform fault, or (c) where law requires. Such access is logged and auditable.
• Opt-in only, and specific. Any use of Merchant Data beyond §3.2 happens **only if you specifically opt in**. Every opt-in will name the exact data involved, the exact purpose, and the exact duration; will be off by default; will never be bundled into unrelated consents, these Terms, or a "continue" button; and can be revoked as easily as it was given, with revocation stopping the use going forward. Silence, inactivity, or use of the Service is never consent.
• Subprocessors and where data lives. The Service runs on **Amazon Web Services (US East / N. Virginia region) — Merchant Data is stored and processed in the United States** — and card payments are processed by Stripe. You authorize these subprocessors for service delivery only; they are bound to protections comparable to these Terms. **Because data is stored in the U.S., it may be subject to lawful access by U.S. authorities under U.S. law.** We will disclose any change to the subprocessor list or storage jurisdiction before it takes effect (§15).
• Privacy law. We handle personal information in accordance with Canada's *Personal Information Protection and Electronic Documents Act* (PIPEDA). For Customer Personal Information, you are the organization accountable to your customers; we process it only on your instructions as your service provider and protect it with security appropriate to its sensitivity. You are responsible for having the right to collect it and for honoring your customers' access, correction, and consent rights; we will assist with the tools the Service provides (export, correction, erasure).
• Legal demands. If a court, regulator, or authority demands Merchant Data from us, we will — unless legally barred — notify you promptly so you can contest it, disclose only what is legally required, and redirect the demand to you where possible.
• Security. We maintain administrative, technical, and physical safeguards appropriate to the sensitivity of the data: encryption in transit and at rest, tenant isolation, credential vaulting, least-privilege access, immutable audit logging, and tested backups. If we learn of a breach of security safeguards affecting Merchant Data that creates a real risk of significant harm, we will notify you without unreasonable delay with enough detail for you to meet your own PIPEDA breach obligations, and we will keep the records the law requires.

4. Accounts and Staff

You are responsible for the accuracy of registration information, for your staff's actions under their credentials, for assigning roles prudently, and for keeping credentials confidential. Tell us promptly about any suspected compromise. We may suspend credentials we reasonably believe are compromised, and will notify you when we do.

5. Acceptable Use

You will not: use the Service for unlawful commerce; upload malicious code; probe, overload, or circumvent security or rate limits; access another tenant's data or attempt to; resell or white-label the Service without a written agreement; or use the Service to build a competing product. We may suspend the offending part of the Service if continued operation would harm other merchants, the platform, or the law — with notice, and restored promptly once resolved.

6. Fees, Billing, Taxes

Fees follow the published pricing or your Order. Metered usage is computed from Operational Data. Fees are in the stated currency, exclusive of taxes; you pay applicable taxes (including HST) except taxes on our income. Late amounts may bear interest at the lesser of 1.5%/month and the maximum lawful rate. We will give at least 30 days' notice before any price change, effective at your next billing cycle; undisputed fees are non-refundable except as these Terms provide.

7. Availability, Support, and the Pilot Phase

We operate the Service with commercially reasonable skill and care and target continuous availability, with maintenance windows announced in advance where practicable. Pilot phase: until we declare general availability in writing, the Service is provided as a pilot; features may change with notice, and Section 13's caps apply with the multiplier reduced to the fees paid in the prior three (3) months.

8. Intellectual Property

We own the Service, its software, designs, and documentation, and all improvements — nothing in these Terms assigns them. You receive a non-exclusive, non-transferable right to use the Service for your business during the term. You own your marks and content; we display them only to operate your tenant (for example, on your storefront). Feedback you volunteer may be used to improve the Service without obligation — feedback never includes Merchant Data.

9. Confidentiality

Each party protects the other's non-public information with at least the care it uses for its own, and uses it only to perform under these Terms. Merchant Data is additionally and independently protected by Section 3 — if this section and Section 3 ever conflict, Section 3 wins. Confidentiality survives termination for five (5) years; trade secrets, for as long as they remain trade secrets.

10. Privacy Policy

Our Privacy Policy (companion document) describes the personal information we collect about you and your staff to operate the Service — account identities, security logs, billing records — and our cookie/storage posture (strictly-necessary, first-party only; no tracking, no analytics, no consent theater). It forms part of these Terms. Where it and Section 3 overlap, the stricter protection wins.

11. Term, Termination, and Your Exit

These Terms run while you use the Service. You may stop at any time. Either party may terminate for material breach unremedied 30 days after written notice; we may suspend immediately for §5 violations that endanger the platform, or for non-payment 15 days past a late notice. Your exit is protected: for thirty (30) days after termination you retain data-export access — a complete, machine-readable export of your Merchant Data. After the export window (or earlier at your written request) we delete Merchant Data from live systems and let backups age out on their fixed schedule, except records we must keep by law (kept under Section 3's protections, then deleted). Sections 3, 8, 9, 12–14, 16, 17 survive.

12. Warranties and Disclaimers

We warrant we will provide the Service as described in these Terms with reasonable skill and care. Except as expressly stated, the Service is provided "as is"; to the maximum extent Ontario law permits, we disclaim implied warranties, conditions, and representations, including merchantability, fitness for a particular purpose, and non-infringement, and we do not warrant uninterrupted or error-free operation. You are responsible for your commerce: your products, pricing, taxes owed on your sales, and your compliance with laws applying to your business.

13. Limitation of Liability

To the maximum extent permitted by law: neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, revenue, goodwill, or data (except as §11 protects your export rights); and each party's total aggregate liability under these Terms is capped at the fees you paid in the twelve (12) months before the first event giving rise to liability. The cap does not apply to: your payment obligations; either party's breach of Section 3 or 9; either party's indemnity obligations; or damages arising from a party's fraud, wilful misconduct, or gross negligence. These allocations are a bargained-for basis of the agreement.

14. Indemnities

By you: you defend and indemnify us against third-party claims arising from your products and commerce, your violation of law, your content, or your breach of §3.7 responsibilities to your customers. By us: we defend and indemnify you against third-party claims that the Service, as provided by us and used as permitted, infringes Canadian intellectual-property rights; if the Service is enjoined we will procure the right, modify, or replace it, or refund prepaid unused fees. Each indemnity requires prompt notice, control of the defence by the indemnifying party, and reasonable cooperation.

15. Changes

We may improve the Service continuously. We may amend these Terms with at least 30 days' written notice for material changes; material changes require your express re-acceptance at next sign-in, and no change to Section 3 ever applies retroactively to data collected before it. If you do not accept, you may terminate under §11 with a pro-rata refund of prepaid fees, and your export window applies.

16. Governing Law and Disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law rules. The parties attorn to the exclusive jurisdiction of the courts of Ontario, sitting in Toronto. We do not impose forced arbitration or class-action waivers. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Before suing, the parties will attempt good-faith executive negotiation for 30 days (injunctive relief excepted).

17. General

Neither party is liable for delay caused by events beyond reasonable control (force majeure), except payment obligations. You may not assign these Terms without our consent, not to be unreasonably withheld (a change of control counts, but consent is not required for your amalgamation or sale to a non-competitor that assumes these Terms); we may assign to an affiliate or successor that assumes them unchanged. Notices go to the account owner's email and to our published legal address, effective on delivery. If a clause is unenforceable it is severed and the rest stands. No waiver is implied. These Terms plus the Privacy Policy and any Order are the entire agreement and supersede prior discussions. The parties have required these Terms to be drawn up in English; les parties ont exigé que la présente convention soit rédigée en anglais.

Draft notes for counsel (not part of the Terms): ① entity name/address placeholders; ② confirm the pilot-phase clause reads as intended pre-PROD and is removed or amended at PROD LOCK; ③ confirm the US-storage disclosure satisfies PIPEDA openness guidance (and Quebec Law 25 if Quebec merchants are onboarded — flagged, not yet addressed); ④ the breach-notification clause intentionally mirrors PIPEDA's "real risk of significant harm" standard; ⑤ Section 3.3's no-de-identification stance is a deliberate business ruling (stricter than law requires) — see #387; ⑥ HST registration number to be added to invoices, not the Terms.