1. Parties and service
This Merchant Agreement is between Working Order, an Ontario business operating LineForge (“Working Order,” “LineForge,” “we,” or “us”), and the restaurant or other business identified in the order form (“Merchant” or “you”). We provide the hosted LineForge modules selected in the order form, related documentation, and the support level included with those modules.
2. Access and authorized locations
We grant Merchant a limited, non-exclusive, non-transferable right during the subscription term to use the selected services for its authorized locations and internal business operations, and to make its customer storefront available for legitimate ordering. Merchant will manage users and roles, keep credentials secure, promptly remove access no longer required, and notify us of suspected compromise.
3. Merchant responsibilities
Merchant is the seller and fulfiller of its food, beverages, gift cards, reservations, delivery where applicable, and other offerings. Merchant is responsible for:
- accurate menus, prices, taxes, fees, hours, availability, allergen and product information;
- lawful operation, licences, food safety, preparation, packaging, substitutions, customer service, refunds, and chargeback evidence;
- instructions and access supplied to Merchant staff and service providers;
- reviewing orders and operational alerts and maintaining reasonable continuity procedures;
- using customer information only for lawful restaurant purposes and honouring applicable privacy and marketing-consent rules; and
- not using LineForge for unlawful, deceptive, infringing, or abusive activity.
4. Fees, taxes, and payment
Merchant will pay the setup, subscription, usage, per-location, integration, support, and other fees stated in the order form, plus applicable taxes. Unless the order form says otherwise, recurring fees are billed in advance and usage or third-party pass-through charges are billed in arrears. Merchant authorizes the agreed payment method and will maintain accurate billing information.
Undisputed overdue amounts may result in reasonable collection costs, interest at the lower of 1.5% per month and the lawful maximum, and suspension after notice and a reasonable opportunity to cure. Merchant must raise a good-faith billing dispute within 30 days of the invoice, without delaying undisputed amounts.
5. Payment processing and restaurant proceeds
Payment-processing structure, settlement, reserves, disputes, chargebacks, and provider fees depend on the payment account and flow selected in the order form. Merchant must complete provider onboarding and comply with provider rules. Unless expressly agreed otherwise, Working Order does not hold itself out as the seller of Merchant’s food or as a bank, payment institution, or money transmitter.
6. Third-party integrations
POS, delivery, payment, messaging, mapping, accounting, and other integrations depend on third-party systems. Merchant authorizes LineForge to exchange the data reasonably needed to operate each enabled integration. Third-party changes, outages, certifications, fees, rate limits, or revoked access can affect functionality. We will use commercially reasonable efforts to maintain supported integrations but do not control third-party services.
7. Data and privacy
As between the parties, Merchant owns its menu, brand, customer, order, and operational data. Merchant grants us the right to host, process, transmit, back up, and otherwise use that data to provide, secure, support, and improve the services and to meet legal obligations. We may create and use aggregate or de-identified information that does not reasonably identify Merchant, a location, or an individual.
Each party will comply with applicable privacy law for information under its control. Where Working Order processes personal information for Merchant, it will do so to provide the services, follow Merchant’s lawful instructions, protect the platform, and meet legal obligations. The Privacy Policy provides additional transparency.
8. Security and continuity
We will maintain reasonable administrative, technical, and physical safeguards appropriate to the service and information. Merchant will maintain secure devices, networks, staff access, and integration credentials. Each party will promptly cooperate on a security incident affecting shared information. Merchant acknowledges that restaurant operations should retain reasonable fallback procedures for internet, power, device, and provider disruptions.
9. Support, maintenance, and changes
Support channels and any response targets are stated in the order form or active support plan. We may perform maintenance and update LineForge to improve reliability, security, compliance, and features. We will avoid materially reducing the core functionality of paid modules during a committed term without a reasonable alternative, credit, or termination option where appropriate.
10. Intellectual property and feedback
Working Order and its licensors own LineForge, its software, documentation, designs, and related intellectual property. Merchant owns its pre-existing brand and content. Merchant may provide feedback; we may use it without restriction or identifying Merchant as the source unless separately agreed.
11. Confidentiality
Each party will protect the other’s non-public business, technical, security, pricing, and customer information using at least reasonable care, use it only for this agreement, and disclose it only to people and providers who need it and are bound to protect it. These duties do not apply to information lawfully public, already known without restriction, independently developed, or lawfully received from another source. Legally compelled disclosure is permitted with notice where lawful.
12. Term, renewal, and cancellation
The initial term and renewal cycle are stated in the order form. Unless the order form says otherwise, the subscription renews for successive periods equal to the initial subscription period until either party gives at least 30 days’ notice before the next renewal. Either party may terminate for a material breach not cured within 30 days after written notice, or immediately for insolvency, unlawful use, or a security threat that cannot reasonably await cure.
On termination, Merchant will pay amounts accrued through the effective date. We will make a reasonable export of commonly available Merchant data available on request during the subscription and for 30 days after termination, subject to payment, security, law, provider restrictions, and our retention practices. The Refund and Cancellation Policy provides additional details.
13. Warranties and disclaimers
Each party represents that it has authority to enter the agreement. We warrant that the LineForge service will perform materially in accordance with its documentation under normal use. Merchant’s remedy is correction, re-performance, a reasonable service credit, or termination of the materially affected service if we cannot correct it within a reasonable period.
Except for express warranties and rights that cannot be excluded, the service is provided on an “as available” basis and implied warranties are disclaimed to the extent permitted by law.
14. Indemnity
Merchant will defend and indemnify Working Order against third-party claims arising from Merchant’s food, products, fulfilment, unlawful content, violation of law, or misuse of the service. Working Order will defend and indemnify Merchant against a third-party claim that authorized use of LineForge infringes Canadian intellectual-property rights, excluding claims caused by Merchant content, instructions, modifications, combinations not supplied by us, or continued use after notice and a suitable replacement. The indemnified party must give prompt notice, reasonable cooperation, and control of the defence, subject to approval of settlements that impose fault or non-monetary duties.
15. Limitation of liability
To the extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or lost profits, revenue, goodwill, or data. Except for payment obligations, confidentiality breaches, indemnity obligations, fraud, wilful misconduct, or liability that cannot be limited by law, each party’s aggregate liability arising from this agreement will not exceed the fees paid or payable for the affected services during the 12 months before the event giving rise to the claim.
16. General
Neither party is liable for delay caused by events beyond reasonable control, except payment obligations. Merchant may not assign this agreement without our consent, not to be unreasonably withheld in a bona fide sale of substantially all relevant assets. We may assign it as part of a reorganization, financing, or sale of the LineForge business. The parties are independent contractors. Notices may be sent to the contacts in the order form, and operational notices may be delivered in the service.
This agreement and the order form are the entire agreement about the services and replace earlier proposals on that subject. If a provision is unenforceable, the remainder continues. Waiver must be explicit. Ontario law and applicable Canadian federal law govern, and Ontario courts have exclusive jurisdiction unless the order form states otherwise.