Terms of Service

Last Updated: April 9, 2026  |  Effective Date: April 9, 2026

1. Acceptance of Terms

By clicking “Create Account,” registering for a free trial, or accessing any part of the Astarte platform, you represent that: (a) you are of legal age to form a binding contract under the laws of Alberta; (b) you have the authority to bind the restaurant business entity on whose behalf you are registering; and (c) you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you do not agree to these Terms, you must not register for or use the Astarte platform.

2. Description of Services

Astarte provides a QR-based restaurant payment facilitation and analytics platform (the “Service” or “Platform”). The Service includes, but is not limited to:

• Customer-facing QR code payment flow enabling restaurant guests to view bills, select tips, split payments, and submit feedback from their mobile devices.
• A Merchant dashboard for managing tables, menus, transactions, QR codes, and staff accounts.
• AI-powered analytics and business insights based on aggregated transaction data.
• Automated menu translation into English, French, Arabic, Simplified Chinese, and Punjabi.
• Automated daily and weekly summary emails with revenue, tip, and language breakdown data.
• Receipt delivery by email to customers who voluntarily provide their email address.

3. Free Trial

Astarte offers a 45-day free trial commencing on the date you register your account. During the free trial period:

• No credit card or payment information is required to register or activate the trial.
• Access to the full Astarte feature set is provided, subject to the trial limitations described below.
• Trial accounts are subject to a limit of 100 transactions for the duration of the trial period. Accounts approaching this limit will receive advance notification.
• Astarte does not provide a Service Level Agreement (SLA) uptime guarantee during the free trial period.

At the end of your 45-day free trial, your account will revert to read-only mode. To continue accepting payments, you must actively select a plan and provide payment information. No charges are made automatically. If you choose not to subscribe, your account will remain in read-only mode for 90 days, during which you may export your data, before it is deleted in accordance with Section 14. No charges are incurred if you do not activate a paid subscription following the trial.

4. Subscription Fees and Billing

4.1 — Fee Structure

Upon transitioning from the free trial to an active subscription, the following fees apply:

• Base subscription fee: $99.00 CAD per month, billed monthly in arrears.
• Usage fee: 0.5% of your monthly Gross Merchandise Value (GMV) — defined as the total value of all customer payments processed through the Astarte platform during the billing month, before tips.

4.2 — Invoicing and Payment

• Invoices are generated on or around the 1st of each month for the previous month’s usage.
• Invoices are delivered by email to the registered account owner’s email address and are accessible in the Merchant dashboard.
• Invoices are payable within 30 days of the invoice date.
• Applicable Canadian Goods and Services Tax (GST) or Harmonized Sales Tax (HST) will be added to invoices where required by applicable law.

4.3 — Late Payment

Invoices not paid within 30 days of the invoice date are subject to a late payment charge of 1.5% per month (18% per annum) on the outstanding balance, compounded monthly, from the due date until the date of payment in full. Astarte reserves the right to suspend your account after a 15-day grace period following the invoice due date (see Section 14).

4.4 — Fee Changes

Astarte reserves the right to modify the fee structure. Any fee increase will be communicated by email to registered account holders at least 60 days in advance of the effective date. Your continued use of the platform after the effective date of a fee change constitutes acceptance of the revised fees.

5. Cancellation and Refund Policy

5.1 — Cancellation

• Subscribers may cancel at any time from the Merchant dashboard Settings page or by emailing cade@astarte.ca.
• Cancellation takes effect at the end of the current billing period — you retain full access to the Astarte platform until then.
• No partial-month refunds are provided for SaaS subscription fees.
• Transaction processing fees (0.5% GMV usage fee) are non-refundable once processed and invoiced.
• Any outstanding invoices at the time of cancellation remain due and payable in full.
• Upon cancellation, your restaurant data (menus, transaction records, analytics) is retained for 90 days following the cancellation effective date, then permanently deleted. You may request a full data export at any time during that 90-day window by emailing cade@astarte.ca.

5.2 — Refunds

Monthly subscription invoices are non-refundable unless required by applicable law. Astarte does not provide prorated refunds for partial months of service.

Founding Partner rate: If you registered under the Founding Partner offer prior to May 31, 2026, your rate of $79.00 CAD per month is locked for the lifetime of the subscription, provided your account remains active and in good standing. This locked rate does not apply to the 0.5% GMV usage fee, which remains subject to Section 4.4.

6. Merchant Responsibilities and Obligations

As a condition of using the Astarte platform, you agree to:

• Maintain a valid, active merchant account in good standing with Helcim Inc. Payment processing capability is required for the Astarte platform to function.
• Keep your Helcim API credentials secure and confidential. You are solely responsible for any activity that occurs under your Helcim account credentials, including credentials stored in the Astarte platform. Report any suspected compromise immediately to both Helcim and Astarte.
• Comply with Helcim’s Merchant Agreement, Acceptable Use Policy, and all applicable Helcim policies. Violations of Helcim’s policies that affect your account are outside Astarte’s responsibility or control.
• Ensure that QR codes generated through the platform are visibly accessible to customers at each table and are kept current.
• Maintain accurate menu pricing within the platform. You are responsible for ensuring that prices displayed to customers match your actual prices, and for any disputes arising from pricing discrepancies.
• Maintain accurate restaurant information, including province/territory selection for correct tax calculation (GST, PST, HST). Astarte applies Canadian tax rates automatically based on the province you configure; you are responsible for selecting the correct province.
• Comply with all applicable Canadian federal, provincial, and municipal laws, including consumer protection legislation, the Competition Act, the Food and Drugs Act, applicable liquor licensing laws, and any applicable accessibility standards.
• Not use the platform to process transactions for any business or purpose other than your registered restaurant operation.

7. Payment Processing

All customer payment processing is performed exclusively by Helcim Inc., a Calgary-based, PCI DSS Level 1 certified payment processor. Astarte’s role in the payment flow is limited to:

• Receiving your Helcim API credentials (stored encrypted) to initiate a Helcim checkout session on your behalf when a customer is ready to pay.
• Passing a Helcim-issued checkout token to the customer’s browser to render the HelcimPay.js hosted payment interface.
• Receiving a webhook notification from Helcim confirming successful payment, for the purpose of updating the table session status and triggering receipt delivery.

Astarte does not at any time hold, transfer, intermediate, or have access to customer payment card data, funds, or settlement proceeds. Restaurant proceeds are settled directly by Helcim into your registered bank account according to Helcim’s payout schedule.

Chargebacks and disputes: Astarte has no involvement in, authority over, or liability for payment disputes, chargebacks, refund requests, or Helcim-initiated payment holds. These matters are governed exclusively by your Helcim merchant agreement. You are solely responsible for managing chargebacks and disputes through Helcim.

8. Your Data and Licenses

8.1 — Your Ownership

You retain full ownership of your restaurant data, including your menu items, pricing, transaction records, and customer feedback submitted through your Astarte account.

8.2 — License Grant to Astarte

You grant Astarte a non-exclusive, royalty-free, worldwide license to access, store, process, and use your restaurant data solely for the following purposes:

• Providing, maintaining, and improving the Astarte Service.
• Generating analytics, insights, and summary reports for your Merchant dashboard.
• Translating your menu items into supported languages.
• Producing aggregated, anonymized industry benchmarking data in which no individual restaurant or customer is identifiable. This data may be used to improve the platform or published as general industry statistics.

This license does not permit Astarte to sell your restaurant data to third parties, use it for advertising purposes, or disclose it to other Merchants.

8.3 — Restaurant Name and Logo

You grant Astarte a limited, revocable license to display your restaurant’s name and logo within the Astarte platform (e.g., on the customer-facing payment page, receipts, and emails) for the sole purpose of providing the Service. This license terminates automatically upon termination of your account.

9. Intellectual Property

Astarte retains all right, title, and interest in and to the Astarte platform, including all software, algorithms, user interfaces, documentation, trade names, trademarks, service marks, logos, and all updates and enhancements thereto. Nothing in these Terms grants you any ownership interest in the Astarte platform.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Astarte platform solely for the purposes described in these Terms and solely during the period in which your account is active and in good standing.

You may not copy, modify, distribute, sell, resell, sublicense, reverse engineer, decompile, or attempt to derive the source code of any part of the Astarte platform.

10. Acceptable Use Policy

You agree to use the Astarte platform only for lawful restaurant business purposes and in compliance with all applicable laws. The following uses are strictly prohibited:

• Using the platform to process payments for illegal goods, services, or activities.
• Money laundering, structuring transactions to avoid reporting requirements, or any activity that violates the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).
• Tax evasion or intentional misreporting of transaction amounts.
• Any use that violates Helcim’s Acceptable Use Policy, which is incorporated by reference.
• Attempting to gain unauthorized access to the Astarte platform, its infrastructure, or other Merchants’ accounts.
• Transmitting malware, viruses, or any malicious code through the platform.
• Using automated scripts or bots to interact with the platform in ways not intended or authorized by Astarte.
• Misrepresenting your identity or restaurant information during registration or at any subsequent time.

Astarte reserves the right to immediately suspend or terminate any account found to be in violation of this Acceptable Use Policy, without prior notice and without liability.

11. Service Availability and Maintenance

Astarte targets a platform availability of 99.5% uptime per calendar month, measured on a rolling 30-day basis, exclusive of scheduled maintenance windows and circumstances outside Astarte’s reasonable control.

• Scheduled maintenance: We will provide at least 48 hours’ advance notice for scheduled maintenance windows that may affect service availability. Maintenance is typically scheduled during off-peak hours (02:00–05:00 UTC).
• Emergency maintenance: In circumstances requiring urgent security patches or critical infrastructure repair, maintenance may be performed with shorter or no notice.
• Trial accounts: No SLA uptime guarantee applies during the free trial period.
• Third-party dependencies: Astarte’s uptime commitment does not cover outages caused by third-party services, including Helcim payment processing outages, Oracle Cloud infrastructure incidents, or internet service provider failures.

Service availability statistics are available on request. Astarte will use commercially reasonable efforts to notify Merchants of significant unplanned outages via email and/or the Merchant dashboard.

12. Disclaimer of Warranties and Limitation of Liability

12.1 — Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF THE PROVINCE OF ALBERTA AND CANADA, THE ASTARTE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. ASTARTE DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR SPECIFIC BUSINESS REQUIREMENTS.

12.2 — Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE ALBERTA AND CANADIAN LAW:

• (a) Aggregate cap: Astarte’s total cumulative liability to you arising out of or related to these Terms or the Astarte platform — whether in contract, tort (including negligence), or otherwise — shall not exceed the total fees actually paid by you to Astarte in the twelve (12) months immediately preceding the event giving rise to the claim.
• (b) Excluded damages: In no event shall Astarte be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of goodwill, business interruption, or cost of substitute services, even if Astarte has been advised of the possibility of such damages.
• (c) Helcim exclusion: Astarte is not liable for any losses, damages, or costs arising from Helcim payment processing failures, service outages, transaction declines, payment holds, account suspensions, chargebacks, or any other actions or omissions by Helcim Inc. Your recourse for such matters lies exclusively with Helcim under your Helcim merchant agreement.
• (d) Force majeure: Astarte is not liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, cyberattacks, acts of government, labour disputes, or telecommunications failures.

Some jurisdictions do not allow the exclusion or limitation of certain implied warranties or consequential damages. To the extent such limitations are not permitted under applicable law, they shall apply to the fullest extent permitted.

13. Indemnification

You agree to indemnify, defend, and hold harmless Astarte Technologies and its officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your access to or use of the Astarte platform, including any use by your staff under your account.
• Your violation of any provision of these Terms.
• Your violation of any applicable law or regulation, including consumer protection, privacy, or tax laws.
• Your restaurant’s relationship with its customers, including disputes over pricing, service quality, or refunds.
• Any claim by a third party arising from your use of customer data collected through the Astarte platform.
• Your violation of Helcim’s Acceptable Use Policy or merchant agreement.

Astarte reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by you, in which case you agree to cooperate fully with Astarte’s defence of such claims.

14. Term, Suspension, and Termination

14.1 — Term

These Terms commence on the date you register your account and continue in effect until terminated by either party in accordance with this Section.

14.2 — Termination by Either Party

Either party may terminate these Terms and the associated Merchant account upon 30 days’ written notice delivered by email to the other party’s registered contact address. You may terminate your account by emailing cade@astarte.ca with subject line “Account Termination Request.”

14.3 — Immediate Suspension or Termination by Astarte

Astarte may immediately suspend or terminate your account, without prior notice and without liability, in any of the following circumstances:

• Non-payment: An invoice remains unpaid after the 30-day payment term plus a 15-day grace period. Astarte will send at least one payment reminder before suspending the account.
• Terms violation: A material breach of these Terms, including violations of the Acceptable Use Policy in Section 10.
• Fraudulent activity: Any indication of fraud, money laundering, or other illegal activity involving your account.
• Helcim account termination: If your Helcim merchant account is terminated or suspended, your ability to use Astarte’s payment facilitation features will be unavailable. Astarte may suspend your account in this scenario.

14.4 — Effect of Termination

• Upon termination, your access to the Astarte platform will cease.
• Your restaurant data (menus, transaction records, analytics) will be available for export for a period of 30 days following the termination effective date. You may request a data export at any time during this window by emailing cade@astarte.ca.
• After the 30-day export window, your data will be permanently deleted, except for records Astarte is required to retain by applicable law (e.g., transaction records for 7 years under Canadian tax law).
• Any outstanding invoices remain due and payable in full upon termination.
• The following sections survive termination of these Terms: Section 5 (Cancellation and Refund Policy, with respect to payment obligations and fees incurred before termination), Section 8.2 (License Grant to Astarte, for aggregated anonymized data only), Section 9 (Intellectual Property), Section 12 (Disclaimer of Warranties and Limitation of Liability), Section 13 (Indemnification), Section 15 (Governing Law and Dispute Resolution, including the arbitration clause and confidentiality of arbitration proceedings), and Section 17 (General Provisions, to the extent any outstanding obligations remain). Confidential information shared under these Terms remains subject to confidentiality obligations notwithstanding termination.

15. Governing Law and Dispute Resolution

15.1 — Governing Law

These Terms and all matters arising out of or relating to them shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, without regard to conflict of law principles.

15.2 — Binding Arbitration

Except as provided in Section 15.3, any dispute, controversy, or claim arising out of or relating to these Terms, their interpretation, validity, breach, or termination shall be finally resolved by binding arbitration in Calgary, Alberta, under the Arbitration Act (Alberta, RSA 2000, c A-43). The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or if the parties cannot agree within 15 days, appointed by the Alberta court. The language of arbitration shall be English.

The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Filing fees shall be allocated according to the applicable arbitration rules. If Astarte initiates arbitration, Astarte shall pay the filing fee. Astarte shall also advance filing and arbitration fees if you demonstrate financial hardship. Each party bears its own legal costs unless the arbitrator awards otherwise. The arbitrator may award costs and fees to the prevailing party as permitted by applicable law.

15.3 — Injunctive Relief

Notwithstanding the arbitration clause in Section 15.2, Astarte may seek injunctive or other equitable relief in any court of competent jurisdiction in Calgary, Alberta, to protect its intellectual property rights, confidential information, or to prevent or restrain any breach or threatened breach of these Terms.

15.4 — No Class Actions

To the maximum extent permitted by applicable law, disputes shall be resolved on an individual basis and you waive any right to participate in a class action lawsuit or class-wide arbitration against Astarte.

16. Modifications to These Terms

Astarte reserves the right to modify these Terms at any time. For material changes — those that meaningfully affect your rights or obligations — we will:

• Provide at least 30 days’ advance written notice by email to the registered account owner’s email address.
• Post a notice in the Merchant dashboard for the 30-day notice period.
• Update the “Last Updated” date at the top of these Terms.

Your continued use of the Astarte platform after the effective date of any updated Terms constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the platform and request account termination within the 30-day notice period to avoid being bound by the changes.

17. General Provisions

• Entire agreement: These Terms, together with the Privacy Policy and any applicable order forms or written agreements, constitute the entire agreement between you and Astarte regarding the Astarte platform and supersede all prior or contemporaneous agreements, representations, or understandings.
• Severability: If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the enforceability of the remaining provisions.
• Waiver: Astarte’s failure to enforce any right or provision under these Terms shall not constitute a waiver of that right or provision.
• Assignment: You may not assign or transfer these Terms or your account without Astarte’s prior written consent. Astarte may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets, with notice to you.
• Notices: Notices from Astarte to you will be sent to the email address associated with your registered account. Notices from you to Astarte must be sent to cade@astarte.ca. By registering for Astarte, you provide express consent under Canada’s Anti-Spam Legislation (CASL) to receive commercial electronic messages from Astarte Technologies Inc. You may withdraw consent at any time as described in our Privacy Policy.
• Language: The parties have agreed that these Terms and all related documents be drafted in English. Les parties ont convenu que les présentes conditions et tous les documents connexes soient rédigés en anglais.

18. Contact Information

For any questions regarding these Terms of Service, please contact:

• General and legal inquiries: cade@astarte.ca
• Privacy inquiries: privacy@astarte.ca
• Mailing address: Astarte Technologies, Calgary, Alberta, Canada