Terms of Service

This End-User License Agreement (this "Agreement") is a binding contract between the business or individual accepting it (referred to as "you") and 9532-7318 Québec Inc., doing business as Perroquet.io (referred to as the "Developer"). This Agreement governs your use of the Caterflow software-as-a-service platform for restaurant catering and delivery management, including any related services and documentation (collectively, the "App"). By clicking "Accept" (or similar) or by using the App, you acknowledge that you have read this Agreement in French and agree to be bound by the English version of this Agreement. You also represent that you are at least 16 years of age. If you do not agree to these terms, or do not meet the age requirement, you must not use the App.

1. The App

1.1 Features and License Grant. The App provides a cloud-based platform for restaurants to manage catering and delivery orders, coordinating both pickups and drop-offs. Features include organizing incoming orders, scheduling and dispatching deliveries, generating optimized delivery routes using AI, real-time tracking of delivery statuses, and providing drivers with detailed itinerary information. The App supports deliveries fulfilled by your restaurant's own drivers or by external delivery services you engage. The Developer grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (defined below) to access and use the App for your internal business operations (specifically for managing catering orders and deliveries for your restaurant) in accordance with this Agreement. All rights not expressly granted to you are reserved by the Developer. Note: The App does not process payment for your customers' orders; any such payments for food or services must be handled outside of the App.

1.2 License Restrictions. You shall not, and shall not permit any third party to: (a) copy, modify, distribute, sell, resell, lease, rent, sublicense, or transfer the App or any portion of it to any third party; (b) decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of the App (except to the limited extent applicable laws specifically prohibit such restriction); (c) remove or alter any proprietary notices, labels, or marks on the App; (d) use the App to create a competing product or service, or for any purpose that is fraudulent, illegal, or beyond the scope of the App's intended use as described in this Agreement; or (e) use the App in any manner that infringes or violates the intellectual property or privacy rights of any third party. This Agreement does not grant you any rights to the Developer's trademarks, logos, or other intellectual property except as necessary for you to use the App in accordance with this Agreement.

1.3 Updates and Availability. The App may be updated by the Developer from time to time, which may add, change, or remove features. You may be required to accept updates to continue using the App. The Developer may perform maintenance or deploy updates that temporarily affect the availability of the App. The Developer will attempt to schedule maintenance outside of peak usage hours when feasible. You acknowledge that the App's functionality may depend on third-party services (including hosting providers like Supabase, AI route generation services like OpenAI, and cloud file storage like Google Drive) and require internet connectivity and compatible hardware, which are your responsibility to obtain. The Developer is not responsible for any downtime or limited functionality due to factors outside its reasonable control, such as internet outages or third-party service disruptions.

2. Fees and Payment

2.1 Subscription Fees. Use of the App is provided on a subscription basis. You may start with a 14-day free trial for the App. After the free trial period ends, continued access to the App requires payment of the subscription fee. The current subscription fee is CAD $100 per month for each restaurant account, unless otherwise agreed in writing. The Developer will automatically charge this fee monthly in advance using the payment method you provide (e.g., credit card via our secure payment processor). You authorize the Developer to charge your chosen payment method for the subscription fees and any applicable taxes on a recurring monthly basis until you cancel.

2.2 Taxes. All fees are stated exclusive of any applicable taxes. You are responsible for any sales, use, goods and services tax (GST), Québec sales tax (QST), or similar taxes that may be applicable to your use of the App. The Developer is not currently required to collect GST/QST (awaiting registration); however, once the Developer is duly registered or required by law to collect such taxes, the appropriate taxes will be added to your subscription fees. You agree to pay any such taxes that are applicable. If you are tax-exempt, you must provide the Developer with a valid tax exemption certificate.

2.3 Billing and Payment Terms. The subscription fee will be charged at the beginning of each billing cycle (monthly, starting after the end of the free trial). All payments are non-refundable except as expressly stated in this Agreement or required by law. If you believe there is an error in billing, you must contact the Developer at [email protected] within 60 days of the billing date to dispute the charge, or you will be deemed to have accepted the charge. The Developer reserves the right to correct any billing errors or mistakes and, if applicable, to adjust the charge on your payment method.

2.4 Late Payments. If the Developer is unable to process payment using your provided method (for example, due to expiration or insufficient funds), or if you fail to pay the subscription fee when due, the Developer may suspend or downgrade your access to the App (including administrative features) until payment is received. The Developer will attempt to notify you of payment failures to allow you to update your payment information. Unresolved payment issues beyond 15 days from the payment due date may result in termination of your account for breach of this Agreement.

2.5 Cancellation. You may cancel your subscription at any time by providing notice to the Developer (for example, through an account settings page or by email to [email protected]). Cancellation will take effect at the end of your current monthly billing period. You will not be charged for any month following a valid cancellation. However, you will not receive any refund or credit for partial months or unused time in the current billing period, except where required by applicable law or explicitly provided by the Developer.

3. Term

This Agreement commences when you accept it or first use the App (whichever occurs first) and continues on a month-to-month basis until terminated as described in this Agreement (the "Term"). Each subscription period will automatically renew for successive monthly terms unless cancelled by either party in accordance with this Agreement.

4. Suspension and Termination

4.1 Suspension or Termination by Developer. The Developer may immediately suspend or terminate your access to the App, or terminate this Agreement, in whole or in part, if any of the following occurs: (a) you materially or repeatedly violate any provision of this Agreement; (b) the Developer, in its reasonable judgment, believes your use of the App is harming or could harm its reputation, security, or the rights of others; (c) the Developer ceases offering the App or loses the rights from third-party providers necessary to provide the App; (d) you use the App in a manner that exceeds reasonable usage limits or involves an unreasonable volume of requests; (e) you become insolvent, make an assignment for the benefit of creditors, or are subject to bankruptcy or receivership proceedings; or (f) the Developer has reason to suspect that you are using the App for fraudulent, illegal, or unauthorized purposes, or you engage in willful misconduct related to the App.

4.2 Termination by You. You may terminate this Agreement and your subscription at any time for any reason by cancelling your account or notifying the Developer of your intent to terminate (as described in Section 2.5). Termination by you will be effective at the end of the then-current monthly billing period. You are responsible for any fees incurred up to the effective date of termination. If you terminate during the free trial period, your access will cease immediately and you will not be charged.

4.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason, your right to access or use the App will immediately cease. The Developer may, at its discretion, disable or delete your account and data shortly after termination, so you should ensure that you have exported or saved any important data before ending your subscription. Sections of this Agreement that by their nature should survive termination (such as payment obligations incurred before termination, confidentiality, indemnification, warranty disclaimers, limitations of liability, and governing law) will survive.