Terms of service

1. Parties, Eligibility & Binding Agreement

SettleShift is a business name of 2007192 Ontario Inc., 336 Rideau Street, Ottawa, Ontario K1N 5Y5, Canada ("SettleShift", "we", "us"). Contact: hello@settleshift.ca.

SettleShift is a commercial Business-to-Business (B2B) platform. By provisioning an account, requesting a trial, or accessing the service, you represent and warrant that you are executing this Agreement on behalf of a valid business entity, and that you are 18 years of age or older with the requisite legal authority to bind said entity. While administrators must be adults, Customer is expressly permitted to process the records of employees who are minors, subject to the warranties outlined in Section 8.

2. The Service & Platform Scope

SettleShift provisions a Software-as-a-Service (SaaS) suite comprising Delivery & Cash (order tracking, driver settlements, day reports) and Time & Attendance (time clock, photographic verification, payroll reporting).

SettleShift does not function as a point-of-sale (POS) system or payment gateway for Customer's retail consumers. The platform performs calculations based strictly on the operational data entered by Customer. SettleShift reserves the right to modify, enhance, or deprecate platform features, provided that we will supply reasonable advance notice before deprecating core paid functionality.

3. Account Governance, Security & Credential Management

• Customer is strictly responsible for maintaining the confidentiality of all administrative credentials, passwords, and paired device configurations.
• Customer assumes full legal and financial liability for all activities executed under its account, including actions performed by authorized managers or on paired store tablets.
• Customer must notify SettleShift immediately at hello@settleshift.ca upon discovering any unauthorized account access or credential compromise.

4. Free Trial Periods & Promotional Access

SettleShift may offer provisional free trial access. Upon expiration of the designated trial period, Customer must convert to a paid subscription to maintain platform access. Failure to provision a paid subscription will result in the immediate cessation of services and trigger the 90-day data deletion window specified in Section 9.

5. Billing, Subscription Fees, Taxes & Non-Payment Suspension

• Subscription fees are billed in advance on a monthly or annual cadence, quoted in Canadian Dollars (CAD), and are exclusive of applicable sales taxes (e.g., GST/HST/QST). Subscriptions renew automatically unless explicitly canceled.
• SettleShift reserves the right to adjust subscription pricing. Notice of price adjustments will be provided a minimum of 30 days prior to their application at the next renewal term.
• In the event of a failed payment, SettleShift will notify the Customer. If the balance remains unsettled, the account will be Suspended. An account that remains in a Suspended status for 30 consecutive days due to non-payment is automatically classified as Closed, triggering the permanent data deletion protocol outlined in Section 9.

6. Cancellation, Termination & Refund Policy

Customer may cancel their subscription at any time via the Tenant Admin Billing portal. Access to the platform will continue through the conclusion of the currently paid billing term.

SettleShift enforces a strict no-refund policy. We do not provide prorated refunds or credits for partially utilized billing periods, downgrades, or mid-term cancellations, except where explicitly mandated by applicable statutory law.

7. Customer Data Ownership & Data Processing Obligations

• Customer retains all right, title, and interest in and to their operational data. Customer grants SettleShift a limited, non-exclusive license to process and store said data solely for the purpose of delivering the Service.
• SettleShift acts strictly as a Data Processor. We shall implement appropriate technical safeguards, process data in accordance with our Privacy Policy, and prohibit our internal personnel from viewing Customer's operational records.

8. Customer Compliance Warranties & Employment Standards

• Customer warrants that its use of SettleShift complies with all applicable municipal, provincial, and federal laws, including employment standards, tax codes, and privacy legislation.
• Electronic Monitoring: Customer bears sole legal responsibility for publishing required workplace notices. Customer explicitly warrants that it has complied with all statutory requirements, including providing a written electronic monitoring policy where required by the Ontario Employment Standards Act (or equivalent legislation), prior to deploying the Time Kiosk.
• Workplace Accommodations: SettleShift provides a mechanism for Customer's Owner to exempt specific personnel from photographic capture. The decision to grant, deny, or manage such accommodations is the exclusive legal responsibility of the Customer.
• Youth Employment: Customer assumes absolute liability for complying with provincial youth-employment regulations and securing necessary parental/guardian consents prior to recording data for employees under the age of 18.

9. Independent Record-Keeping Obligations & 90-Day Deletion

• SettleShift is a processing utility, not a statutory system of record or legal custodian. Customer remains entirely responsible for downloading, exporting, and independently maintaining its payroll, tax, and employment records for the duration mandated by applicable law (typically 6 years in Canada).
• Account Closure & Purge: When an account is Closed (via cancellation, trial expiration, or 30 days of non-payment suspension), Customer enters a 90-day export window. SettleShift will dispatch warning notices to the Owner email upon closure, when 60 days remain, when 30 days remain, and a final notice when 5 days remain.
• At the conclusion of the 90-day window, SettleShift will permanently and irrevocably delete the Customer's tenant, operational records, personnel profiles, photographs, and associated audit records. Encrypted backups age out within an additional 90 days. SettleShift retains only its own financial transaction history for 6 years to satisfy Canada Revenue Agency compliance.
• A legal hold pauses deletion for as long as the hold remains in force.

10. Acceptable Use & Platform Restrictions

Customer explicitly agrees that they shall not:

• Utilize the platform in violation of any applicable law or to monitor personnel beyond statutorily permitted boundaries;
• Attempt to bypass, test, or defeat SettleShift's security mechanisms or logical tenant isolation;
• Reverse-engineer, decompile, resell, or distribute the platform or its underlying intellectual property;
• Subject the platform's infrastructure to unreasonable automated loads or malicious payloads.

SettleShift reserves the right to immediately suspend access for violations of this Acceptable Use Policy.

11. System Availability, Scheduled Maintenance & Offline PWA Operation

SettleShift employs commercially reasonable efforts to maintain high availability. However, the Service is subject to occasional scheduled maintenance and unforeseen outages.

The Time & Attendance kiosk Progressive Web App (PWA) is engineered to operate offline, caching punches locally and synchronizing them once connectivity is restored. Customer is responsible for ensuring the physical tablet maintains battery power and eventually reconnects to the network to complete synchronization.

12. Disclaimer of Warranties ("As Is")

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SETTLESHIFT PLATFORM IS PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS. SETTLESHIFT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SETTLESHIFT DOES NOT WARRANT THAT THE CALCULATIONS OR REPORTS GENERATED BY THE PLATFORM WILL SATISFY EVERY SPECIFIC PAYROLL, TAX, OR EMPLOYMENT REGULATION APPLICABLE TO THE CUSTOMER.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SETTLESHIFT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA (INCLUDING DATA PURGED IN ACCORDANCE WITH SECTION 9).

SETTLESHIFT'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AGGREGATE FEES PAID BY CUSTOMER TO SETTLESHIFT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. This limitation does not apply to liability that cannot be limited under applicable law (for example, fraud or wilful misconduct).

14. Mutual Indemnification

Customer shall defend, indemnify, and hold harmless SettleShift, its affiliates, directors, officers, and employees from and against any third-party claims, employee disputes, regulatory penalties, damages, or liabilities arising out of or related to:

• Customer's violation of applicable employment or privacy laws;
• Customer's failure to publish required workplace monitoring notices; or
• Customer's failure to download, export, and independently maintain statutory payroll, tax, or employment records prior to permanent account deletion as stipulated in Section 9.

15. Modifications to Terms

SettleShift reserves the right to modify this Agreement. Material modifications will be communicated via email to the designated account owner and posted within the platform no less than thirty (30) days prior to their effective date. Continued utilization of the Service following the effective date constitutes binding acceptance of the revised Agreement. If Customer does not agree to the modifications, their sole remedy is to cancel their subscription prior to the effective date.

16. Governing Law, Jurisdiction & Severability

• This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.
• Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts located in Ottawa, Ontario. Customer explicitly waives any right to participate in a class-action lawsuit against SettleShift.
• If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall remain in full force and effect.
• The parties confirm that it is their express wish that this Agreement, as well as any other documents relating to this Agreement, including notices, have been and shall be drawn up in the English language only. Les parties confirment leur volonté expresse que cette convention, ainsi que tous les documents s'y rattachant, y compris les avis, soient rédigés en langue anglaise seulement.
• All formal legal notices to SettleShift must be sent to hello@settleshift.ca. Notices to Customer will be dispatched to the email address associated with the Owner account.