Onboarding Agreement

MarginX provides access to its software platform for restaurant operations, including but not limited to inventory management, recipe tracking, reporting, labour management, and related tools.

MarginX is a software provider only and does not guarantee business performance, profitability, cost savings, or operational outcomes.

Access to MarginX is provided according to the Subscription & Commercial Terms accepted by the Client together with these Master Terms.

The applicable subscription type, subscription term, billing cycle, promotional period, and other commercial arrangements are specified exclusively in the Subscription & Commercial Terms.

The Client agrees to pay all fees specified in the Subscription & Commercial Terms.

Payment method requirements, billing dates, onboarding fees, promotional periods, discounts, waivers, and other payment arrangements will be governed by the Subscription & Commercial Terms.

Except where expressly stated otherwise in the Subscription & Commercial Terms or required by applicable law, amounts paid to MarginX are non-refundable and non-prorated.

The Client may terminate its subscription in accordance with the cancellation or notice requirements specified in the Subscription & Commercial Terms.

MarginX may suspend or terminate access for non-payment, misuse, security concerns, or material violation of this Agreement.

MarginX reserves the right to suspend or restrict access to the platform due to failed payments, suspected misuse, security concerns, or violation of this Agreement.

MarginX shall not be responsible for losses resulting from a suspension made in accordance with this Agreement, subject to applicable law.

To the maximum extent permitted by applicable law, MarginX's aggregate liability arising from this Agreement will not exceed the amount paid by the Client to MarginX during the thirty (30) days immediately preceding the event giving rise to the claim.

MarginX will not be liable for indirect, incidental, special, or consequential damages, including loss of profits, business interruption, inaccurate reporting, or operational losses.

The Client agrees to indemnify, defend, and hold harmless MarginX, its owners, employees, and affiliates from claims, damages, liabilities, or legal actions arising from the Client's business operations, misuse of the platform, or violation of this Agreement.

The Client is responsible for the accuracy and completeness of information entered into or provided to MarginX, including recipes, inventory, pricing, labour, and financial information.

MarginX is not responsible for errors, calculations, reports, or outcomes resulting from inaccurate, incomplete, or incorrectly configured information supplied by the Client.

All software, systems, features, designs, processes, and intellectual property relating to MarginX remain the exclusive property of MarginX.

The Client receives a limited, non-exclusive, non-transferable right to use the platform during its active subscription.

The Client may not copy, reproduce, reverse engineer, or replicate the platform except where such restriction is prohibited by applicable law.

The Client agrees not to:

Each party agrees to maintain the confidentiality of non-public information received from the other party, including business information, operational data, pricing, financial information, and proprietary system information.

MarginX may integrate with third-party systems, including POS systems, payment processors, delivery platforms, accounting systems, and other services.

MarginX is not responsible for downtime, errors, changes, interruptions, or inaccuracies caused by third-party services outside MarginX's reasonable control.

MarginX does not guarantee uninterrupted or error-free operation of the platform.

Scheduled maintenance, updates, technical issues, outages, and other service interruptions may occur from time to time.

Neither party will be liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, internet or utility outages, governmental actions, labour disruptions, or failures of external service providers.

MarginX may modify, improve, update, add, or discontinue platform functionality from time to time.

Material changes affecting the Client's subscription will be handled in accordance with applicable law and this Agreement.

Any future pricing changes will be communicated in accordance with the Subscription & Commercial Terms and applicable law.

The pricing currently applicable to the Client will be identified in the Subscription & Commercial Terms.

Any free period, discount, waived fee, early-adopter benefit, promotional offer, or other special commercial arrangement applies only when expressly included in the Client's Subscription & Commercial Terms.

The Client agrees to reasonably cooperate with the onboarding process, provide requested information, and participate in required setup or training.

The effect of onboarding delays, if any, on billing, subscription periods, or promotional periods will be governed by the Subscription & Commercial Terms.

MarginX provides the level of onboarding, training, and support associated with the Client's selected subscription.

Additional services, custom development, advanced configuration, data entry, integrations, or other work outside the standard scope may be subject to additional fees.

The Client retains ownership of its business data.

The Client authorizes MarginX to host, process, store, and use that data as reasonably necessary to provide, maintain, secure, support, and improve the platform.

MarginX may use aggregated or anonymized data for analytics, benchmarking, development, and platform improvement where such data does not identify the Client.

Following termination of the Client's account, MarginX may retain Client data for a limited period before deletion, subject to applicable legal, security, backup, and operational requirements.

The Client is responsible for obtaining any required exports of its data before the applicable retention period expires.

MarginX will use reasonable administrative, technical, and organizational safeguards designed to protect Client data.

However, no software platform, network, or data-storage system can guarantee absolute security.

The Client may not use confidential or proprietary information obtained through MarginX to unlawfully copy, reproduce, reverse engineer, or develop a substantially similar version of MarginX's proprietary platform.

To the extent permitted by applicable law, the Client agrees not to knowingly solicit MarginX employees or contractors for direct engagement outside their relationship with MarginX during the subscription and for any additional period expressly stated in the Subscription & Commercial Terms.

This Agreement is governed by the laws of the Province of Ontario and the applicable federal laws of Canada.

The parties will first attempt in good faith to resolve any dispute through negotiation.

Any additional dispute-resolution procedure agreed between the parties will be subject to applicable Ontario law.

These Master Terms, together with the Client's Subscription & Commercial Terms and any other documents expressly incorporated into them, constitute the agreement between MarginX and the Client and supersede prior discussions, representations, or agreements relating to the same subject matter.

If the Subscription & Commercial Terms conflict with these Master Terms regarding pricing, billing, subscription term, promotional periods, cancellation requirements, onboarding fees, discounts, waivers, or other commercial arrangements, the Subscription & Commercial Terms will control.

Any Client-specific amendment, waiver, promotion, discount, or commercial variation must be recorded in the Subscription & Commercial Terms or another written amendment accepted by both parties.

Any amendment to these Master Terms must be made in writing and accepted by the parties where required.

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will continue in full force and effect to the extent permitted by applicable law.

Electronic acceptance and electronic signatures may be used to execute this Agreement and will have the legal effect provided by applicable law.