Notanai Service Agreement

This agreement is between Notanai.ca Inc., 4 Keyworth Crescent, Brampton, Ontario L6R 4G3 ("Notanai", "we", "us") and the business that signs it at signup or in its dashboard ("you"). It covers the Notanai AI phone assistant for restaurants, trades and clinics. The plan you pick at signup or in your dashboard, and any custom price we confirm to you in writing (together, your "Order"), form part of this agreement. Your Order includes the price terms in force when the plan was set (they are stored with your account and don't change when our list prices change, except under "Price changes" in section 4). If your Order and this agreement disagree, your Order wins for prices, fees and minutes; this agreement wins for everything else.

In this agreement: the "Service" is the Notanai phone assistant (the "Assistant"), your dashboard, the kitchen, jobs board and front-desk screens, our ordering and status pages, text messages and the other features we provide to you; "Customers" are the people who call, text, order from, book with or pay you through the Service; a "Request" is an order, job or appointment request a Customer makes through the Service (for a restaurant, a "customer order"); "Menu Data" is the information the Service uses to describe and price what you sell, such as your menu or services list, item and service names, descriptions, sizes and options, prices, fees, deals, taxes and tax rates, ingredients, allergens and dietary labels, your allergen notice, hours and availability; the "Staff Line" is the staff phone number you set in your dashboard; and "Customer Data" is personal information about your Customers that the Service handles for you. "Including" means "including, without limitation".

1. The service

• The Assistant answers calls forwarded to the Notanai phone number we give you. Depending on your business it takes orders, books jobs or appointments, or takes messages, and sends them to your dashboard, kitchen or front-desk screen and by text message.
• Callers can ask for a person at any time; the Assistant then tries to transfer the call to your Staff Line, or leaves you a callback request (section 7). When the Assistant can't take a call (for example, because our AI provider can't be reached, our servers are full or restarting, you have paused the Assistant, or your kitchen screen is offline during your opening hours), the Service sends the call to your Staff Line, as section 8 describes. While your account is paused by us, calls are turned away with a busy signal instead, without ringing your Staff Line. When the Assistant stops for billing (section 4), calls go to your Staff Line on a plan with a prepaid balance, and are turned away with a busy signal on an Earlier plan (section 3). Calls from a number we have blocked are not answered (section 5).
• Requests taken by the Assistant are requests until you (or rules you set) accept them. You remain responsible for your products, services, prices and dealings with your Customers.
• We may improve or change the service. We won't remove a core feature you pay for without 30 days' notice.

2. Review and going live

We review each signup before the assistant answers calls, and may decline or pause an account for fraud, abuse, unpaid fees, or a risk to callers. You go live when we connect your number and you have a card on file with us (on an Earlier plan: when your trial month is paid, by card, or by e-transfer if we agree).

3. Free trial, plans and fees

• Free trial. Your free trial starts the day your line goes live and ends after 13 days or after your 13th Billable Order (for trades, your 13th Booked Job), whichever comes first. Nothing is charged during the free trial. Billable Orders and Booked Jobs placed from your own phone numbers (the numbers of your owners and managers, your Staff Line and your business phone) are never charged and don't count toward the 13. One free trial per business, business phone number, mobile number, email address and card: if any of them had a free trial with us before, your plan starts the day your line goes live instead, and we ask you to sign your updated Order.
• Your plan starts automatically. When the free trial ends, the plan in your Order starts without any further step from you: Billable Orders (Booked Jobs) from then on are charged to your balance, and you authorize us to charge your card on file for the plan's first flat fee (if your plan has one) and for your starting balance, each with the fee lines in section 4, in the amounts shown in your Order and in our notices. We tell you by text and email what will be charged and how to cancel when your line goes live, 7 days and 2 days before the trial's last day, and when you reach your 10th trial Billable Order (Booked Job), and again if those amounts change. We never make that first charge less than 24 hours after a notice that stated its amounts; until then the Assistant keeps answering. You can cancel in your dashboard at any time before that first charge and pay nothing: if you cancel during the free trial the Assistant stops taking calls when the trial ends; if you cancel after the trial ended but before the first charge, it stops at once and the Billable Orders (Booked Jobs) since the trial ended are not charged.
• Plans. After the free trial you're on the plan in your Order:
  • for restaurants, a monthly flat fee plus a percentage of the food subtotal of each Billable Order (before tax and tip), with a maximum per order, as shown in your Order; or a price per Billable Order with no flat fee, which goes down for later orders in the same billing month, as shown in your Order;
  • for trades, a monthly flat fee plus a price for each Booked Job, as shown in your Order.
• Billable Order means a customer order the Assistant took that you (or rules you set) accepted, including one later marked as not picked up. A Billable Order you cancel after accepting it, within its billing month or the 3 days after, is not charged; its charge goes back to your balance. Booked Job means a job on your jobs board with an arrival window that you confirmed, or an emergency job the Service sent to your on-call phones. A Booked Job cancelled before its arrival window starts is not charged, and its charge goes back to your balance; an emergency job you reject or cancel is not charged.
• Billing months. Your billing months start on the day and time your free trial ends (or your line goes live, with no trial). Per-order prices that depend on how many orders you have count the Billable Orders in that billing month; when one is cancelled, the month's per-order prices are counted again, so later orders can move to a different price.
• Flat fees billed every 3 months. Some plans bill their monthly flat fee for 3 months at a time, in advance, as shown in your Order. Other plans bill it each month.
• Smart Upsell (restaurants). Smart Upsell has no charge of its own, in every plan including Earlier plans: nothing is charged for the offer or when a caller says yes. An add-on the caller accepts is part of the order like any other item. You can switch it off at any time.
• Never charged: rejected, failed or duplicate orders, transfers to your staff, and calls that don't become a Billable Order or Booked Job (beyond your plan's flat fee).
• Fair use. Our prices assume about 5 AI minutes for each Billable Order (7 for each Booked Job) in a month. If your use is well above that for two months in a row, we'll talk to you about a plan that fits; we won't block calls or charge more for it without your agreement and 30 days' notice.
• Plan changes. A change of plan takes effect at the start of your next billing month, or, if your current plan bills every 3 months, at the end of the 3 months you've paid for. There is no proration. During the free trial a new plan simply replaces the old one.
• Per order: 2-year minimum. If your Order is the Per order plan (the one with no flat fee; not the earlier pay-per-order plan below), it comes with a minimum:
  • The term. The term is 24 billing months. Month 1 is the billing month that starts when your free trial ends (with no trial, the day your line goes live), and the term ends 24 billing months later. If you moved to the Per order plan later, or you sign this version of the agreement later, your term starts with the billing month in which you did.
  • The minimum. You agree to at least 960 Billable Orders in the term, which is 40 a month on average. A single month can be lower or higher: only the total over the term counts. Only Billable Orders that were charged to your balance after the free trial count. Orders from the free trial, orders from your own phone numbers, and orders that were cancelled and given back to your balance do not.
  • If you finish below 960. We charge your card on file CA$2.90 for each Billable Order you are short: (960 minus your Billable Orders in the term) × CA$2.90, which is at most CA$2,784.00. For example, 700 Billable Orders is 260 × CA$2.90 = CA$754.00, and none is CA$2,784.00. We charge it when the 24th billing month has ended and its last orders are final (3 days after it ends). Billable Orders you have already paid for are never charged twice, and nothing is charged if you reach 960.
  • If you cancel or your account is closed early. If you cancel your plan, or your account is closed at your request, before the term ends, we charge your card on file the same difference for the Billable Orders you have so far: (960 minus your Billable Orders so far) × CA$2.90. We charge it when you cancel, and that ends the minimum. Your dashboard shows the exact amount before you confirm. If you press Keep my plan before the cancel takes effect, the amount we charged for the minimum is added back to your balance (the card processing and platform fee lines are not) and the minimum carries on.
  • If you switch plans. If you switch from Per order to Starter, Growth or Pro before the term ends, the minimum ends and no fee is charged for the switch. We keep a record of the shortfall at the moment of the switch (worked out as above) and of the original end of the term. If you then cancel your plan, or your account is closed at your request, before that original end, we charge the recorded shortfall when you cancel. If you stay on a paid plan past the original end, you owe nothing more for the minimum. If you later move back to Per order, a new minimum starts, which you agree to when you pick it.
  • Your card. You authorize us to charge these amounts to your card on file. Each charge shows the amount, card processing and the Notanai billing & platform fee as separate lines (section 4), and is retried and handled like any failed payment (section 4). We tell you by text and email when we charge it.
• Custom prices. Prices we set for your business by hand are confirmed to you in writing before they apply.
• Earlier plans. If your Order is for one of our earlier plans (a monthly price with included AI minutes, a pay-per-order or pay-per-booked-job plan, or a paid trial month), sections 3 and 4 of version 2026-10-07 of this agreement (archived at notanai.ca/agreement/v/2026-10-07) apply to its trial, minutes, prices, fair use, plan changes, annual commitment and billing, whenever you signed up for it. The exception is Smart Upsell: it has no charge, as the Smart Upsell bullet above says. The rest of this agreement applies to it as written.

4. Billing, your prepaid balance and fees

• Flat fees by card. Your plan's flat fee is charged to your card on file at the start of each billing month, or of each 3-month period if your plan bills that way.
• Your prepaid balance. Charges for Billable Orders and Booked Jobs are taken from a prepaid balance you keep with us. You choose a starting balance at signup (CA$50, CA$100 or CA$250), charged to your card when your free trial ends unless your balance is already at least that much. You can add to it at any time from your dashboard, also before your line goes live. Your balance is not a deposit account and earns no interest.
• Automatic top-up. If you turn on automatic top-up (it is on unless you untick it at signup), you authorize us to charge your card CA$100 for your balance, with the fee lines below, each time your balance falls below CA$20, at most ten times in 24 hours and only after the previous top-up was paid. You can turn it off at any time in your dashboard. It turns off by itself when you cancel your plan, and pauses after a top-up fails for good until you add a card.
• Fee lines on every card charge. Each card charge for a flat fee or for your balance shows, as separate lines: the amount; card processing, where the card network rules allow it and up to the limit they set, which passes on the card processor's fee at cost (estimated at 2.9% + CA$0.30 for a Canadian card; we may apply it only to credit cards, as our pricing page says); and the Notanai billing & platform fee of 1% of the amount, for running billing and payments. Only the amount is added to your balance. The fee lines are shown before you confirm a charge you start, in our notices, on every receipt and invoice, and on our pricing page.
• Low and empty balance. We text you when your balance falls to 50% and to 20% of your last top-up, and when it is empty. When your balance is empty (and no top-up is on its way or being retried), the Assistant stops taking calls and calls go to your Staff Line until you add to your balance. We also phone the owner and managers.
• Failed payments. If a card charge fails we tell you by text and email and try again after 1 day and again 2 days after that (not when your bank tells us not to try that card again). The Assistant keeps answering while a retry is pending and for at least 3 days from the charge (while a top-up is on its way or being retried, your balance may go up to CA$100 below zero in that time); after that, until the charge is paid, the Assistant stops taking calls and calls go to your Staff Line. Amounts below zero are owed to us and are taken from your next top-up.
• Earlier plans are billed as sections 3 and 4 of version 2026-10-07 say (see section 3), including that calls are turned away with a busy signal when there's no credit or a payment fails.
• Card payments are processed by Stripe; we never see or store your full card number. If we agree to invoice you instead (for example, to pay by e-transfer), each invoice is due within 15 days, and any card processing line on it is added back to your balance once it is paid.
• Prices are in Canadian dollars and exclude taxes; we add sales tax where we are required to collect it.
• Refunds. A billing month or 3-month period that has started is not refunded. If you cancel a plan that bills every 3 months, the flat fee for the whole months of that period that haven't started yet is added back to your balance (the card processing and platform fee lines are not); if you then keep your plan after all, that amount is taken back. When your plan ends we refund your remaining balance to your card within 30 days, without you having to ask. The card processing and platform fee lines of balance top-ups are not refunded.
• Disputes. Tell us within 30 days of a charge if you think it's wrong (from your dashboard or at billing@notanai.ca). Charges we agree were wrong are credited or refunded.
• Price changes. We give at least 30 days' notice by email or in your dashboard before any price in your Order changes, and you may cancel before a change takes effect. If we told you in writing that your price is locked until a date, we won't change it before that date. The card processing estimate follows the card processor's own fees, and any fee Notanai adds for online payments (section 9) is subject to change with the same notice.

5. Your responsibilities

• Keep your Menu Data accurate and current, as section 6 requires.
• Set up call forwarding as shown in your dashboard, keep your Staff Line and your kitchen or front-desk screen working as section 8 requires, and respond to Requests promptly.
• The Assistant never claims to be a person and tells callers truthfully that it's an AI whenever asked. For trades and clinics it says so at the start of every call; restaurants choose whether it also says so in the greeting (if you don't, it says so when asked). Calls are transcribed (we don't keep audio recordings). Don't contradict these notices, and give any other notices the law requires for your business.
• Use the service only for your own lawful business. Don't use it for spam, harassment, deceptive calls, or to collect payment card numbers or passwords by phone.
• Abuse. We may limit the calls or AI minutes from a caller's number, and block numbers used for prank or fraudulent orders, harassment, abuse or attempts to manipulate the Assistant, on our own initiative or at your request. Calls from a blocked number are not answered. The Assistant may end abusive or prank calls, and may flag a Request for you to confirm with the Customer (section 7).
• Keep your logins and PINs private, and tell us right away if you think someone else has used them.

6. Menu, prices and allergen information

• Your warranty. You represent and warrant that all Menu Data that you enter, upload, approve or publish, or that we enter or change at your request, is and will remain accurate, complete, current and lawful, including prices, fees, deals, taxes and tax rates (including any default tax rate we pre-fill on a new menu), sizes and options, descriptions, ingredients, allergens and dietary labels, hours and availability. You will update it promptly whenever anything changes, including marking items sold out.
• Menus read by AI. The Service can read your menu or price list from photos, files, links or text using AI. AI reading can be wrong: it can misread or leave out items, prices, options, taxes or allergens. What it reads is a draft. You must check every item before you publish it, and once you publish it (or approve it for us to publish), it is your Menu Data for all purposes of this agreement.
• The Assistant repeats your Menu Data. It quotes items, prices, totals, allergens and availability only from your published Menu Data. Notanai does not check your Menu Data against your kitchen, recipes, suppliers, in-store prices or the law.
• Prices quoted to Customers. You will honour each price, deal and total quoted to a Customer from your Menu Data for a Request, or resolve any difference directly with the Customer before you prepare or provide anything (for example, by offering the quoted price or letting the Customer cancel without charge).
• No reimbursement. Notanai does not reimburse, credit or compensate you for any loss, discount, refund, chargeback or dispute that results from stale, incomplete or inaccurate Menu Data, or from a difference between your Menu Data and your in-store, website or other prices.
• Your sales and taxes. You are the seller of everything you sell through the Service. You are responsible for charging, collecting, reporting and remitting all sales taxes (such as HST) on those sales, and for complying with the consumer protection, price display, food labelling and other laws that apply to them.

7. Checking every order before you act on it

• Your duty to check. You are solely responsible for reviewing every Request on your kitchen, jobs or front-desk screen (or printed ticket) before you prepare, provide or hand over anything, and for confirming its items, quantities, sizes and options, special instructions, pickup or appointment time, address, total, and any dietary or allergy note. The Assistant reads each Request back to the caller, but it can mishear or misunderstand words, accents, numbers, names and dish names, and its read-back does not replace your check. If anything is unclear, incomplete or doubtful, contact the Customer before you act on it.
• Allergy call-backs (restaurants). When a customer order is marked "ALLERGY", "Call the customer to confirm before making" or "CALL CUSTOMER BEFORE COOKING", you must call the Customer at the number on the order and confirm the allergy, the items and how you will prepare them before you start preparing the order. If you can't reach the Customer, or can't safely meet their needs, you must not prepare the order until you have confirmed it; if you can't confirm it, decline or cancel the order and tell the Customer. The Service does not stop you from accepting a flagged order: making the call is your responsibility. The same applies to any other order flagged for a call-back (for example, where the caller may be a child or the order may be a prank).
• Allergy hand-offs and callback requests. Unless you switch it off in your settings, the Assistant asks each restaurant caller once whether anyone has a food allergy. When a caller mentions a food allergy, the Service either hands the caller to your staff (by a transfer or a callback request) or marks the order for your allergy call-back; either way, a person on your staff must confirm the allergy with the Customer before the order is prepared. When the Assistant leaves a callback request on your kitchen screen or by text, for an allergy or any other reason, you must call the Customer back promptly; a callback request is not an order. Switching the allergy question off doesn't change your duties in this section.
• Allergen statements. Any allergen, ingredient or dietary statement the Assistant makes only repeats your Menu Data. The Assistant is instructed to tell callers only the allergens listed in your Menu Data and never to call a dish safe or allergen-free. Notanai does not verify ingredients, recipes, preparation or cross-contact, and is not a food safety, nutrition or medical adviser. You are responsible for your allergen controls, labelling and staff training, and for any allergen information the law requires you to give.
• Trades and clinics. The same duty applies to jobs and appointments: confirm the address, the work or visit, the time, any fee quoted and any urgent or health-related note before you send anyone or confirm the booking.

8. What the Assistant can and can't do; outages and your Staff Line

• AI can make mistakes. The Assistant uses speech recognition and AI. It can mishear, misunderstand or misstate things, and it reads orders, totals and bookings back to callers so errors can be caught. We don't promise that it will understand every caller, transcribe every call correctly or take every Request without error; your checks under section 7 are how errors are caught before they matter.
• Not an emergency service. The Service never contacts 911 or connects calls to 911. When a caller describes an emergency, the Assistant tells them to hang up and call 911. For trades, urgent calls are flagged and your on-call numbers are alerted as a best effort; we don't guarantee anyone is reached. For clinics, the Assistant does not give medical advice.
• Networks and providers we don't control. The Service depends on phone carriers (including Twilio, which carries the Service's calls and texts, and your and your Customers' own phone companies, such as Rogers, Bell or Telus), call forwarding, the internet, power, and cloud, hosting, payment and AI providers (including Google Cloud, Fly.io and Stripe). We aim to keep the Service running at all times, but we don't guarantee that it will be uninterrupted or error-free.
• No liability for outages. To the extent permitted by law, we are not liable for dropped or failed calls, busy signals, poor audio, or missed, late, duplicated or lost Requests, texts or payments, or for any resulting loss, to the extent they are caused by those carriers or providers, by internet, power or device failures, by your call forwarding, phones or equipment, or by other events outside our reasonable control.
• Your Staff Line. You must keep a working Staff Line that is separate from the number you forward to us (if your Staff Line forwards to us, calls can loop or fail) and that is answered whenever you are open. The Service uses it for transfers and for automatic fail-over when the Assistant can't take a call. Fail-over is a safety feature, not a guarantee: it needs our servers and the carriers to be working, and it isn't used while your account is paused by us or stopped for billing, or for blocked numbers.
• Your kitchen screen (restaurants). Whenever you are open and taking orders through the Service, keep your kitchen screen open, powered, online and where staff can see and hear it, and accept or decline each order promptly. If the screen is offline during your opening hours, the Service sends calls to your Staff Line instead of taking orders. An order nobody acknowledges within 30 minutes expires (and is refunded if it was paid online). Text and phone alerts we send about waiting orders are a backup, not a substitute for watching the screen.
• When you can't take orders, pause the Assistant in your dashboard or turn off call forwarding.

9. Customer payments online

• An optional feature. Restaurants can let Customers pay for orders online, as an option or as a requirement. To do so, you connect your own Stripe account to the Service. You open and hold that account directly with Stripe, under Stripe's terms, and you are responsible for it.
• You are the merchant of record. Customer payments are charged by you, on your Stripe account, for your sale. The contract of sale is between you and the Customer; Notanai is not a party to it and doesn't hold Customer payments. Card details go only to Stripe's payment page, never to the Assistant, to us or to you.
• Fees. Notanai charges no fee on online payments. Stripe's card processing fee applies to each payment and is charged by Stripe, from your Stripe account; it is not a fee paid to us. The Customer pays only the order total.
• Automatic refunds. The Service refunds the Customer automatically, from your Stripe account: in full when a paid order is rejected, cancelled, expires, is a duplicate or fails to reach your kitchen screen; and the difference when a paid order is changed to cost less. A paid order that isn't picked up (a no-show) is not refunded automatically. If you require payment, an order that isn't paid within the time allowed is cancelled.
• Chargebacks, disputes, refunds and fraud are yours. You are solely responsible, financially and otherwise, for chargebacks, payment disputes and inquiries, refunds you give, fraudulent or unauthorized payments, the cost of food prepared for orders that are fraudulent or never picked up, and any related Stripe fees, reserves, fines or costs, and for responding to disputes through your Stripe account. Our fees are not refunded or reduced because of any of them, except for the automatic full refunds above.
• Your refund policy. You set and apply your own refund and cancellation policy, consistent with consumer protection law. Our customer Terms of Use tell Customers that refunds other than the automatic ones are decided by you.
• If payments are down. If Stripe isn't responding, or your Stripe account can't take payments, new orders are taken as pay at pickup.

10. Data and privacy

• Your Customers' data is yours. Customer Data (such as names, phone numbers, orders, bookings, allergy notes and call transcripts) belongs to you. You decide why it is collected, and you are responsible for giving your Customers any notice, and having any consent, that the law requires for that purpose.
• Our role. We act on your behalf as your service provider under Canadian privacy law (PIPEDA and applicable provincial law). We process Customer Data only to provide, maintain, secure, support and improve the Service for you, to prevent fraud and abuse, to bill you correctly, and as the law requires, as described in our Privacy Policy, which lists the providers we use. We don't sell Customer Data, and we don't use it to market to your Customers.
• Where it is processed. Customer Data is stored on our servers in Toronto, Canada (hosted by Fly.io). During a call, the caller's voice is streamed to Google Cloud (Gemini on Vertex AI) in Iowa, United States, which converts it to text and produces the Assistant's replies; we don't keep audio recordings. Calls and text messages are carried by Twilio. Our other providers may process data in the United States or elsewhere outside Canada, where it may be accessible to courts and authorities under local law. Our providers may use Customer Data only to provide their services to us.
• Safeguards. We protect Customer Data with security safeguards appropriate to its sensitivity, including encryption in transit (HTTPS/TLS) between browsers and devices, our servers and our providers, encryption at rest of our database disk, access limited by role, password and PIN, separation of each business's data, and a log of changes.
• Breaches. If we learn of a breach of security safeguards involving your data, we tell you without undue delay, give you the information we reasonably have, and work with you on any notice to affected individuals and to the Privacy Commissioner of Canada, and on the breach records, that the law requires.
• Requests from your Customers. We help you answer Customers' requests to see, correct or delete their information, and we may act on a request sent to us as our Privacy Policy describes.
• Retention. We keep and delete Customer Data on the schedule in our Privacy Policy. In short: call transcripts and call details, including the caller's number, 90 days (clinics: the period you set); text messages, 90 days; orders and bookings, 2 years, after which names, numbers, notes, addresses and allergy and visit details are removed and only the amounts stay in the billing records.
• Clinics: you remain the custodian of your patients' health information (for example under Ontario's PHIPA) and we act as your agent or service provider. Call records are deleted automatically after the retention period you set. Don't ask the assistant to collect more health information than you need to book an appointment.
• Copies and closing. You can download your orders from your dashboard at any time and ask us for a copy of your other data. 90 days after your account closes, we delete its logins, contact numbers and its Customers' personal information, except what tax, billing, contract or legal reasons require us to keep (invoices, payments, prepaid credit, the signed agreement, and our security log with email addresses and phone numbers masked), which we keep at least as long as Canadian tax law requires (generally 6 years after the end of the tax year they relate to). If something is still open at that time, such as an order, a refund owed, an unpaid invoice, a billing dispute, prepaid credit not yet settled, or a legal hold, deletion waits until it is resolved. Download what you need before your account closes.

11. Confidentiality and ownership

Each of us keeps the other's non-public business information confidential. You own your content and data. We own the Notanai service, software and brand. You give us permission to use your content only to run the service for you. If you send us suggestions, we may use them without owing you anything.

12. Liability

• No implied warranties. Except as this agreement expressly says, and to the extent permitted by law, the Service is provided "as is" and "as available", and we exclude all implied warranties, conditions and representations, including those of merchantable quality, fitness for a particular purpose and non-infringement.
• Excluded losses. To the extent permitted by law, neither of us is liable to the other, whether in contract, tort (including negligence), under statute or otherwise, for any indirect, incidental, special, consequential or punitive damages, or for any of the following, whether direct or indirect: lost profits, revenue or sales; lost business, customers, orders or opportunities; harm to goodwill or reputation; wasted food, stock or staff time; or the cost of substitute services. This applies even if the loss was foreseeable or one of us was told it was possible.
• Our total liability. To the extent permitted by law, our total liability for all claims arising out of or relating to this agreement or the Service, taken together, is limited to the greater of (a) the fees you paid us under this agreement in the 3 months before the claim arose and (b) CA$100. This limit also applies during any trial, pilot, free or discounted period, including when you have paid us nothing. Amounts your Customers pay you, Stripe's fees, card processing passed on to you, and your prepaid balance (until it is used) are not fees paid to us.
• What these limits don't cover. They don't limit your obligation to pay the fees and other amounts you owe us, your obligations under section 13, either party's liability for fraud or wilful misconduct, or any liability that the law does not allow to be limited or excluded.
• These limits are a fair allocation of risk between us and are reflected in our fees; we would not provide the Service at these fees without them.

13. Indemnity

• You will defend, indemnify and hold harmless Notanai and its affiliates, and their directors, officers, employees, contractors and agents, from and against every claim, demand, suit, proceeding, investigation or order brought or made by a third party (including a Customer, a public health unit, a regulator or a tax authority), and all resulting losses, damages, judgments, settlements, fines, penalties, interest, costs and reasonable legal fees, to the extent arising out of or relating to:
  • the food, products and services you sell or provide, including their preparation, handling, storage, packaging, labelling, safety and quality, and any foodborne illness, food poisoning, injury or death;
  • allergic reactions or other harm from food or diet, including any failure to check a dietary or allergy note or to make a call-back that section 7 requires;
  • your Menu Data, including any price, deal, tax, ingredient or allergen information in it, and any price or total quoted to a Customer from it;
  • disputes with Customers about orders, quality, pickup, refunds, cancellations, no-shows, payments or chargebacks;
  • your obligations under consumer protection, food safety, health, sales tax (including HST), payment card and other laws that apply to your business, including notices you are required to give your Customers; or
  • your breach of this agreement, or the negligence or wilful misconduct of you or your staff.
• This indemnity does not apply to the extent a claim is finally determined to have been caused by our fraud, gross negligence or wilful misconduct, or by our breach of section 10.
• We will tell you promptly in writing about a claim (a delay relieves you only to the extent it harms your defence). You control the defence, with counsel reasonably acceptable to us; we may take part with our own counsel at our own cost; and we will cooperate reasonably, at your expense. You may not settle a claim in a way that admits fault by us, or imposes an obligation on us, without our written consent, which we won't unreasonably withhold.

14. Term and ending the agreement

• This agreement starts when you sign it and continues from billing month to billing month (or, on an Earlier plan, month to month or for your annual term) until either of us ends it.
• You can cancel any time in your dashboard (Account & billing) or by emailing hello@notanai.ca from the email on your account. If you cancel during your free trial, nothing is charged and the service ends when the trial ends; if you cancel after it ended but before your first charge, nothing is charged and the service ends at once (section 3). Otherwise the service runs until the end of the billing month you're in, and section 4 says what is refunded. Remember to turn off call forwarding to your Notanai number.
• We can end the agreement with 30 days' notice, or right away if you seriously breach it, use it unlawfully, or don't pay.
• Section 4 (amounts owed and refunds), sections 6 to 13 and section 15 continue after the agreement ends, as do any other terms that by their nature are meant to.

15. General

• Changes. We may update this agreement with at least 30 days' notice. If you keep using the service after the change takes effect, the new version applies; material changes will ask you to sign again in your dashboard.
• Notices to you go to the email on your account; notices to us go to hello@notanai.ca.
• Electronic signature. You agree that signing by typing your name and ticking the box is your signature and binds the business you represent, and you confirm you're authorized to sign for it. We keep a record of who signed, when, from which IP address, and the exact version signed.
• Events outside our control. Neither of us is responsible for a delay or failure caused by events outside reasonable control, such as failures of phone carriers, the internet, power, or cloud, hosting, payment or AI providers, cyberattacks, natural disasters, epidemics or government action. This doesn't excuse any payment owed.
• You may not transfer this agreement without our consent; we may transfer it to a successor of our business.
• Independent parties. Except as section 10 says for Customer Data, neither of us is the other's agent, partner, joint venturer or employee.
• Governing law and courts. This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict of laws rules. We'll first try to settle any dispute in good faith. If we can't within 30 days after one of us raises it in writing, the courts of Ontario sitting in Toronto have exclusive jurisdiction, and each of us submits to them and waives any objection to that venue. Either of us may still ask a court for urgent interim relief at any time.
• Severability and waiver. If a court finds any part of this agreement unenforceable, that part is limited or removed only as much as needed, and the rest stays in force. Not enforcing a right immediately doesn't waive it.
• This agreement, your Order and the Privacy Policy are the whole agreement between us about the service. From the time it applies to you, this version replaces any earlier version you signed. Our customer Terms of Use don't change this agreement between us.

Contact

hello@notanai.ca · billing: billing@notanai.ca