Master Subscription Agreement

This Master Subscription Agreement (the “agreement”) is between Mise Services Inc., an Ontario corporation (“Mise”, “we”, “us”), and the business that uses Mise (“you”). It covers the Mise app at app.miseservices.com, the reports and emails it produces, and any setup services we provide (together, the “service”).

You accept this agreement when you activate your account, subscribe, pay for a setup service, or click to accept it, whichever happens first. If you accept on behalf of a business, you confirm you’re authorized to bind it. Mise is a business service: by accepting, you confirm you’re using it for a business, not for personal or household purposes.

1. Definitions

• “Customer data” means everything you or your users put into the service: receipts and invoices, supplier details and prices, ingredients, recipes, menu items, sales data, inventory counts and settings, and the reports produced from them.
• “Users” means the people you allow to use your account.
• “Order” means any sign-up screen, checkout page, quote, invoice or payment link from us that describes what you’re buying and what it costs.

2. The service

2.1 What Mise does. Mise reads your supplier receipts, matches each line to your ingredients, keeps track of what each dish costs, and reports on which dishes make money and where costs have moved.

2.2 Changes to Mise. We improve Mise continually and may add, change or retire features. If we remove something essential to how you use Mise, we’ll tell you in advance, and you may cancel and get a prorated refund of any fees you’ve prepaid for the period after the change.

2.3 Availability and support. We aim to keep Mise available around the clock but can’t guarantee uninterrupted service; we sometimes need downtime for maintenance, and we try to schedule it for quiet hours. Support is by email at info@miseservices.com, and we aim to reply within one business day (Eastern time).

2.4 Connected systems. If you connect a point-of-sale or other third-party system, you authorize us to access the data it makes available to us. Your use of that system is governed by its own terms, and we aren’t responsible for it or for the data it provides.

3. Your account

3.1 Keep your sign-in details secure and don’t share accounts outside your business. You’re responsible for what happens in your account, including what your users do.

3.2 Tell us promptly at info@miseservices.com if you think someone has used your account without permission.

3.3 Keep your account email current. It’s where we send billing and other important notices.

4. Free trial

4.1 New customers get a 30-day free trial, starting when the account is activated. No payment card is needed to start.

4.2 To keep using Mise after the trial, you subscribe from inside the app. Nothing is charged automatically when a trial ends. If you don’t subscribe, your access pauses at the end of the trial, and your customer data is kept as described in section 9.4.

4.3 Trials are one per business. We may change or end trial offers for new customers at any time.

5. Fees and payment

5.1 Subscription. The subscription fee is the one shown in the app or on your Order when you subscribe. It’s billed monthly in advance, in Canadian dollars, through our payment processor, Stripe, and renews automatically each month until you cancel.

5.2 One-time services. If we provide a setup service, such as building your menu and recipes in Mise, its price and scope are set out in the Order you accept, and it’s payable before we start. If you change your mind before we’ve started the work, we’ll refund it in full.

5.3 Taxes. Fees don’t include sales taxes such as GST/HST unless the Order says they do. You’re responsible for any applicable taxes.

5.4 Failed payments. If a payment fails, we’ll let you know and our payment processor will try again. If it’s still unpaid at least 7 days after we’ve told you, we may pause your access until it’s paid.

5.5 Price changes. We’ll give you at least 30 days’ notice by email before changing your subscription fee. The new fee applies from your first billing date after the notice period. If you don’t want to pay it, cancel before then.

5.6 Refunds. You can cancel at any time (section 9.2), but fees already paid aren’t refundable, including for partly used months, except where this agreement says otherwise or the law requires.

6. Setup services

If we set up your menu for you, you’ll give us accurate recipes, portion sizes and any access we reasonably need. If the work happens at your restaurant, you’ll give us safe access at an agreed time, and we’ll follow your kitchen’s food-safety and hygiene practices. The setup is based on what you tell us and what we measure on the day, so please review it and tell us about anything that looks wrong. Costs, yields and portions in a setup are estimates, and section 8 applies to them.

7. Your data

7.1 It’s yours. You own your customer data. This agreement gives us only the rights we need to provide the service.

7.2 What we do with it. You permit us to store, copy, process and display your customer data to provide and support the service, to keep it secure, to prevent abuse, and as described in section 7.4.

7.3 What we don’t do. We don’t sell your customer data. We don’t show or share your costs, prices, recipes, supplier relationships, sales or margins with other customers, suppliers or anyone else, except service providers who help us run Mise (section 7.5), people you authorize, or where the law requires it. We won’t name you as a customer or use your logo without your permission.

7.4 Shared matching dictionary. When a receipt line is matched to an ingredient, we may add the receipt wording, the ingredient name it maps to and the supplier’s name to a shared dictionary that improves receipt reading for all Mise customers. The dictionary doesn’t record which customer a line came from, and it contains none of your prices, quantities, recipes, sales or margins. Dictionary entries are part of the service and remain with it after this agreement ends.

7.5 Service providers and AI. We use service providers to host and run Mise, including Anthropic, whose AI reads receipts and suggests ingredient matches. They act on our behalf and are bound by contract to protect your data, and Anthropic’s terms don’t allow it to train AI models on what we send. We don’t train AI models on your customer data. Our Privacy Policy lists our main providers.

7.6 Your responsibilities. You confirm you have the right to upload your customer data and to let us process it, including any personal information it contains about your staff or other people. Please don’t upload information Mise doesn’t need, such as your customers’ payment card numbers.

7.7 Usage information. We collect information about how the service is used and how it performs, such as the number of receipts processed and error rates, and use it to operate and improve Mise.

7.8 Privacy. Our Privacy Policy explains how we handle personal information.

8. Estimates, not guarantees

8.1 Every figure is an estimate. Mise’s costs, food-cost percentages, margins, profit figures, alerts, reports and suggestions are estimates. They’re calculated from information that you, your staff, your suppliers and your point-of-sale system provide, and from automated reading and matching of receipts by AI, which can misread a line, match it to the wrong ingredient or miss it. Supplier prices change, receipts contain mistakes, and real portions drift from written recipes. We don’t guarantee that any figure, alert, report or suggestion is accurate, complete or up to date.

8.2 Check before you rely on it. You’re responsible for reviewing the matches and figures in Mise, and for checking any figure before you rely on it.

8.3 Your decisions are yours. Decisions about your menu, prices, portions, recipes, ingredients, suppliers and staff are yours alone, and so are their results, including any lost sales or customers. Suggestions Mise makes, such as tightening a portion, changing a supplier, adjusting a recipe or revisiting a price, are general prompts based on your figures, not advice tailored to your business.

8.4 Not professional advice. Mise isn’t accounting, bookkeeping, tax, legal or financial advice, and it doesn’t replace your accountant. Don’t use its figures for tax filings, financial statements, loan or investor applications, or business valuations without checking them independently.

8.5 Food safety, allergens and nutrition. Mise isn’t designed to manage allergens, nutrition, food safety or menu-labelling requirements. If you change a recipe, ingredient, portion or supplier, it’s your responsibility to check the effect on allergens, food safety, quality and any legal requirements.

8.6 Keep your own records. Mise isn’t a record-keeping system for tax or legal purposes. Keep your original receipts, invoices and sales records, and copies of anything else you need, as the law requires.

8.7 No promised results. We don’t promise that Mise will save you money, improve your margins or produce any particular result. Examples, figures and estimates on our website, in marketing, in demos or in conversation are illustrations, not promises.

9. Term, cancellation and leaving

9.1 Term. This agreement runs month to month, renewing automatically each billing period, until you or we end it.

9.2 Cancelling. You can cancel anytime from the billing page in the app, or by emailing info@miseservices.com from your account email. Cancellation takes effect at the end of the billing period you’ve paid for, and you keep access until then.

9.3 If we end it. We may pause your access or end this agreement:

• for non-payment, as described in section 5.4;
• if you materially break this agreement and don’t put it right within 15 days of our notice, or immediately if it can’t be put right or you’ve broken section 10;
• immediately, by pausing access only to the extent necessary, if that’s needed to protect Mise, our other customers or the public from a security threat or legal risk.

We may also end this agreement for any reason with 30 days’ notice, in which case we’ll refund any fees you’ve prepaid for the period after it ends.

9.4 Taking your data with you. For 90 days after this agreement ends, or after your free trial ends without a subscription, you can ask us for a copy of your customer data, and we’ll provide it at no charge in a common format such as CSV. After those 90 days we delete your customer data, except copies we must keep by law and copies in backups, which are overwritten on a regular cycle.

9.5 What continues after the end. Sections 5 (for amounts owed), 7, 8, 9.4, 11, 12, 14, 15, 16 and 18 continue to apply after this agreement ends.

10. Acceptable use

You and your users won’t:

• use Mise to break the law or anyone’s rights;
• try to access another customer’s data, or any part of our systems you aren’t authorized to use;
• probe, scan, test or load-test Mise’s security or performance without our written permission;
• upload malware, or anything designed to disrupt Mise;
• copy, reverse engineer or decompile the service, except where the law allows it despite this restriction;
• resell or sublicense Mise, provide it to anyone outside your business, or use it to build a competing product;
• use automated tools to extract data from Mise, other than the export features we provide.

11. Our property

Mise, including its software, design, reports, the shared matching dictionary and our trademarks, belongs to us and our licensors. This agreement lets you use the service while your subscription is active; it doesn’t transfer ownership of anything. If you send us feedback or ideas, we may use them freely.

12. Confidentiality

Each of us may receive the other’s confidential information. Yours includes your customer data; ours includes non-public information about Mise and its systems, and any pricing we’ve offered you. Each of us will use the other’s confidential information only for this agreement, protect it with reasonable care, and share it only with people who need it and are bound to keep it confidential.

This doesn’t apply to information that is or becomes public through no fault of the receiver, was already known to the receiver, was developed independently, or was rightfully received from someone else. If the law requires either of us to disclose the other’s confidential information, we’ll give notice first where we lawfully can.

13. Security

We use reasonable administrative, technical and physical safeguards to protect customer data, including encryption in transit and at rest, and database-level separation of each customer’s data. No system is perfectly secure, though, and we can’t guarantee that customer data will never be lost, corrupted or accessed without permission. If we become aware of a breach affecting your customer data, we’ll tell you without undue delay, along with what we know and what we’re doing about it.

14. Warranties and disclaimers

14.1 If something isn’t working. If the service doesn’t work as this agreement describes, tell us and we’ll make reasonable efforts to fix it. If we can’t fix it within a reasonable time, you may cancel and we’ll refund any fees you prepaid for the period after you cancel. To the extent the law allows, that’s your only remedy for a defect in the service.

14.2 No other warranties. Except as this agreement expressly says, and to the extent the law allows, the service, including setup services, AI features and every figure, report and suggestion, is provided “as is” and “as available”, with all faults. We don’t warrant that it will be uninterrupted, secure or error-free, that its figures will be accurate, complete or current, or that it will meet your needs. We disclaim all other warranties, conditions and representations, whether express, implied, or arising by statute, custom or course of dealing, including merchantability, merchantable quality, fitness for a particular purpose and non-infringement.

14.3 Free and preview features. Free trials, and any feature we describe as beta, preview or early access, are provided without any warranty at all.

14.4 Other people’s services and data. We aren’t responsible for the third-party services and data Mise relies on or connects to, including your point-of-sale system, payment processing, AI and hosting providers, and the prices and details on your suppliers’ receipts.

15. Limitation of liability

15.1 Losses we’re not liable for. To the extent the law allows, Mise isn’t liable to you for indirect, incidental, special, consequential, exemplary or punitive damages, or for any of the following, whether direct or indirect: lost profits, revenue, sales, customers or goodwill; food, ingredient or inventory costs; losses from pricing, portion, recipe, ingredient or supplier decisions; business interruption; the cost of substitute services; or lost or corrupted data. This applies even if we were told such losses were possible.

15.2 Our maximum liability. To the extent the law allows, Mise’s total liability for all claims arising out of or relating to this agreement or the service is limited to the fees you paid us for the service in the 12 months before the event that gave rise to the first claim, or $100 (Canadian) if that’s more.

15.3 Every kind of claim. Sections 15.1 and 15.2 apply however a claim arises, whether in contract, in tort (including negligence), under statute or otherwise, and even if a remedy in this agreement fails of its essential purpose.

15.4 People who work for Mise. These limits also protect Mise’s directors, officers, employees and contractors. You won’t bring a claim against any of them personally for anything arising out of this agreement or the service.

15.5 Time limit for claims. To the extent the law allows, any claim against Mise arising out of or relating to this agreement or the service must be started within one year after the day it was discovered, within the meaning of the Limitations Act, 2002 (Ontario). This agreement is a business agreement under section 22 of that Act, and this one-year period replaces the two-year basic limitation period in section 4 of it.

15.6 What these limits don’t cover. Nothing in this section limits your obligation to pay fees or your obligations under section 16, or any liability that the law doesn’t allow to be limited.

15.7 Why these limits exist. Mise’s fees reflect these limits; without them, Mise would cost far more. You agree they’re a fair allocation of risk between us.

16. Claims from others

You’ll defend Mise and its directors, officers, employees and contractors against third-party claims arising from your restaurant’s food, menu, prices or operations (including claims by your guests, staff or suppliers), from your customer data, from your use of the service in breach of this agreement, or from a breach of section 10, and you’ll pay the resulting costs and damages, including reasonable legal fees. We’ll tell you promptly about any such claim, let you control the defence, and give you reasonable help at your expense. You won’t settle a claim in a way that admits fault on our behalf without our consent.

17. Changes to this agreement

We may update this agreement. We’ll post the new version here with a new date and, for material changes, email you at least 30 days before they take effect. If you don’t agree with a change, cancel before it takes effect. Continuing to use Mise after a change takes effect means you accept it.

18. General

18.1 Law and courts. This agreement is governed by the laws of Ontario and the federal laws of Canada that apply there, and the courts in Toronto, Ontario have exclusive jurisdiction over any dispute about it. The United Nations Convention on Contracts for the International Sale of Goods doesn’t apply.

18.2 Notices. We’ll send notices to your account email. Send notices to us at info@miseservices.com. An email notice is received when sent, unless the sender gets a delivery failure.

18.3 Transfers. You may transfer this agreement only with our consent, except to someone who buys your restaurant business and agrees to it, provided you tell us. We may transfer it as part of a merger, reorganization or sale of our business, and will tell you if we do.

18.4 Things beyond our control. Neither of us is responsible for a delay or failure caused by events beyond reasonable control, such as power or internet outages, failures of third-party services, natural disasters or government action. This doesn’t excuse a failure to pay fees.

18.5 Entire agreement. This agreement, your Orders and our Privacy Policy are the entire agreement between us about the service. You confirm you haven’t relied on any statement, promise or representation that isn’t in them, including anything on our website, in marketing, in a demo or in a sales conversation. If they conflict, an Order applies over this agreement for the service it covers, and this agreement applies over our website Terms of Use.

18.6 Everything else. If any part of this agreement can’t be enforced, the rest still applies. Not enforcing a right isn’t a waiver of it. We’re independent businesses, and this agreement doesn’t create a partnership, agency or employment relationship, or give rights to anyone else except the people protected by sections 15.4 and 16. Amounts are in Canadian dollars unless an Order says otherwise.

18.7 Language. The parties have expressly required that this agreement and all related documents be drawn up in English. Les parties ont expressément exigé que la présente convention et tous les documents s’y rattachant soient rédigés en anglais.

19. Contact

Mise Services Inc. · info@miseservices.com