Terms of Service
When this version applies. These Terms apply when you expressly accept version 3.0. Publication alone does not replace an existing customer's agreement or remove accrued rights. Existing customers remain subject to their existing agreement until a valid transition or express acceptance. Previous published version (2.2).
These Terms govern business use of Cooklayer (the “Service”). The provider is Marco Di Stefano, operating from Ontario, Canada (“we”, “us”). The customer is the business accepting these Terms through an authorized representative (“Customer”, “you”). A proposed corporation is not a contracting party until it legally exists and an appropriate transfer has taken effect. These Terms do not themselves transfer a contract to Boldrope Inc.
The Service is intended for business operations. If mandatory consumer or other protective laws nevertheless apply, those laws prevail. An invited employee uses the Service under their employer’s workspace permissions; accepting user rules does not make that employee personally responsible for their employer’s subscription fees or business indemnity.
1. Service, accounts and authority
The Service provides restaurant ordering, inventory, invoice processing, recipe costing, staffing, sales analytics and optional integrations or AI features, depending on your plan. You must be authorized to act for your business, provide accurate account information and manage your users’ permissions. Protect credentials and devices and promptly report suspected unauthorized access. We remain responsible for our own applicable security obligations.
We may improve features and perform maintenance. No uptime commitment or response-time guarantee applies unless separately agreed in writing. If we discontinue paid core functionality without a reasonably equivalent replacement, you may terminate the affected service and request a proportionate refund for the unused prepaid period.
2. AI, document quality and verification — important
AI and optical character recognition are fallible. A successful scan, confidence score, “matched”, “verified” or automatically processed status is not a guarantee of accuracy or independent professional verification. Results may contain omissions, invented or misread values, duplicate lines, wrong product matches, dates, currencies, decimal separators, taxes, discounts, pack sizes, weights or units. Errors can occur even with a clear document.
- Provide usable source material. Upload legible, complete, correctly oriented documents. Check for blurred or low-resolution photos, glare, shadows, cropped edges, missing pages, handwriting, damaged receipts and duplicates. Retake or replace an unsuitable image and preserve the original record.
- Check material results against the original. Before relying on output for payments, supplier disputes, pricing, taxes, payroll, stock or ordering, verify supplier identity, invoice number/date, quantities, units, product matches, prices, tax and totals. Correct discrepancies; do not assume an unflagged field is correct.
- Understand automation. Depending on the workflow and settings, imports may be filed automatically and connected records may update without a separate confirmation for every field. Monitor completed imports and exceptions promptly. Do not use an automated workflow for a decision requiring prior human approval unless its controls meet that requirement.
- Keep operational records current. Recipes, yields, portions, conversion factors, deliveries, waste, counts and POS mapping affect all subsequent calculations. Estimated automatic stock arrivals reflect the system’s delivery assumptions, not proof that goods arrived or were accepted. Reconcile physical deliveries and inventory.
- Check coverage. Stock, consumption, variance and purchasing forecasts may be incomplete where sales/POS data, recipes, stock counts or historical records are missing. An estimate, missing value or incomplete dataset must not be treated as a verified zero or actual measured consumption.
You remain responsible for your business decisions and for losses to the extent caused by inaccurate or incomplete inputs, unsuitable source documents, incorrect configuration, unauthorized instructions or failure to perform reasonable verification. This allocation does not excuse defects, negligence or other conduct attributable to us beyond the lawful limits in section 10, and does not waive non-excludable rights.
3. Decision support, not professional advice
Calculations, AI suggestions, schedules, forecasts and generated content are operational aids, not accounting, tax, legal, employment, food-safety, medical or professional advice. You must independently verify payroll and employment-law compliance, allergens, food handling and safety-critical information. Review generated public content before publication. We do not guarantee savings, profitability, regulatory compliance or any particular business outcome.
4. Plans, trial, billing and cancellation
- Eligible new workspaces receive a 14-day trial, subject to the displayed feature and usage limits. A trial is not an unlimited subscription, and does not automatically authorize a paid charge. Access may be restricted when it expires without a paid plan or another expressly agreed arrangement.
- Where checkout is available, it identifies the plan, location count, monthly or annual billing period, amount due, currency, applicable taxes and any promotion before you confirm. Annual subscriptions are charged for the annual period, not as twelve monthly instalments. Prices are in Canadian dollars unless checkout expressly states otherwise.
- Paid access requires successful payment confirmation; opening checkout or a return/success page alone does not activate a subscription. You authorize the recurring charges disclosed at checkout. Failed payments may restrict access and do not create a free entitlement to paid features.
- Subscriptions renew for the selected period unless cancelled before renewal. Use the billing portal where available, or contact support before renewal if you cannot access it. Cancellation normally takes effect at the end of the paid period. Except where required by law, agreed in writing or provided in these Terms, unused time is not refundable. Contact us promptly about a billing error; this does not shorten any statutory dispute period.
- Features and allowances depend on the plan and locations. Accepted AI scans may consume an allowance even when extraction fails; automatic retries do not consume it again where the product so states. We do not charge scan overages automatically without your authorization.
- Where offered, the launch promotion is for the first 100 qualifying paying companies: 30% off the applicable list subscription price for the first 12 months of the paid subscription. It is not a lifetime discount, is not additional to the standard annual discount, and excludes taxes and one-time setup services. Availability and the actual amount must be confirmed at checkout; signup alone does not secure a place. Subsequent renewals use the applicable standard price, subject to required notice.
- Optional setup and migration assistance is a separate one-time service limited to the scope agreed when ordered. It does not guarantee perfect imports or replace your verification. Any extra work requires a separate agreement.
We will give at least 30 days’ advance notice of a price increase applying at renewal, or longer if required by law, so you can cancel before it takes effect. A separate signed enterprise agreement controls where it expressly differs.
5. Customer data, intellectual property and confidentiality
You retain your rights in uploaded business records. You authorize us and the service providers described in the Privacy Policy to host, process, transmit and display those records as needed to provide and secure your requested features. You must have the necessary rights and lawful authority for employee, supplier and other third-party information. Do not upload unnecessary sensitive information, payment-card security codes or credentials in documents.
We retain rights in the Service and its software, branding and documentation. Your plan gives you a limited right to use it for your business, not ownership of the software. AI output may not be unique or eligible for intellectual-property protection; you must check rights before external use.
Each party must protect the other’s non-public business information with reasonable care, disclose it only to authorized persons who need it for the Service or as legally required, and not use it for an unrelated purpose. Exceptions apply to information lawfully public, independently developed or lawfully received without a confidentiality restriction. Privacy obligations continue to apply.
Use of your company name or logo as a public customer reference requires separate optional authorization. Purchasing a plan or accepting these Terms does not grant that permission.
6. Integrations and communications
Optional email, POS, social, payment and mobile services also depend on their providers’ availability, permissions and terms. You authorize the transfers needed for features you connect and should monitor failed, delayed or duplicate synchronization. A record marked sent or received does not guarantee a supplier has read, accepted or fulfilled an order. Revoking an integration stops future authorized access but does not automatically erase records already imported.
Essential account, security and billing notices are separate from optional marketing. Marketing and public-logo permissions are not conditions of using the core Service. Our Google API data practices are described in the Privacy Policy.
7. Acceptable use and third-party claims
Do not use the Service unlawfully, upload malicious content, bypass plan or security controls, access other customers’ data, infringe rights, or resell unauthorized access. Subject to applicable law, the Customer will indemnify us for third-party claims arising from its unlawful uploaded content, infringement of third-party rights or deliberately unauthorized use, to the extent caused by the Customer. This does not cover claims caused by our breach, negligence or misconduct. We must promptly notify you, reasonably cooperate and allow reasonable control of the defence; neither party may impose admissions or non-monetary obligations on the other through settlement without consent.
8. Suspension, closure and data access
You may stop using the Service and request closure. Subscription cancellation, disabling an individual login and deleting a company’s records are different actions. Contact us to arrange an available export or a company-data deletion request; keep your own source documents and required business records.
We may restrict access for non-payment, material breach or a credible legal/security risk. Where practicable, we will explain the reason and allow a reasonable opportunity to remedy it. Urgent action may be necessary to protect users. If we terminate a paid subscription for our convenience, we will refund the unused prepaid period. Retention, deletion exceptions and requests are governed by the Privacy Policy; closure does not promise automatic deletion after a fixed period.
9. Limited warranties
We will provide the Service with reasonable care and skill. Except for express commitments in these Terms and rights that cannot lawfully be excluded, the Service and AI outputs are provided “as available”, without warranties of uninterrupted operation, error-free extraction, fitness for a specific business decision or guaranteed results. You should promptly report suspected defects with enough information for investigation, avoiding unnecessary personal information.
10. Limitation of liability — important
To the maximum extent permitted by applicable law, we are not liable for indirect, incidental, special or consequential loss, or loss of anticipated profits, revenue, business opportunity or goodwill arising from the Service. Subject to the exceptions below, our aggregate liability arising from or relating to the Service, whether in contract, tort (including negligence) or otherwise, is limited to the greater of CAD 100 or the fees you paid us for the Service during the 12 months immediately preceding the event giving rise to the claim. Related events constitute one claim for this purpose.
These exclusions and cap do not apply to fraud, fraudulent misrepresentation, wilful misconduct, gross negligence, or liability that cannot lawfully be excluded or limited. They do not waive statutory privacy obligations, mandatory consumer rights, rights to complain to a regulator, or a remedy the law does not permit a contract to exclude. Contractually due refunds and repayment of incorrect charges remain payable. These provisions allocate commercial risk; they are not a promise that we can never be responsible for an error.
11. Changes, transfer and general provisions
We will provide at least 30 days’ advance notice of material changes, with a copy or link identifying the revised terms, unless an urgent legal or security requirement needs earlier action. Changes do not retrospectively remove accrued rights. Where fresh agreement or consent is required, we will request it; merely replacing this page is not proof of acceptance. If a materially adverse change would apply before your prepaid term ends and you reject it before its effective date, you may cancel the affected Service without penalty and receive a proportionate refund for the unused prepaid period, unless we keep your existing terms in place through that term. Mandatory rights remain unaffected.
We may transfer the Service to a successor or newly incorporated operator only in accordance with applicable law, with notice identifying the new operator and without reducing your mandatory rights. These Terms do not by themselves release the existing operator from accrued obligations. Any invalid provision is severed only to the extent necessary; remaining provisions continue. A failure to enforce a provision is not a waiver.
12. Ontario law and contact
Ontario law and applicable federal Canadian law govern these Terms. Ontario courts have jurisdiction, except where mandatory law requires otherwise. Contact Marco Di Stefano at info@boldrope.com for contractual questions, disputes or notices. Mailing address: 323-4K SPADINA AVENUE, Toronto, Ontario, M5V3Y9, Canada. We encourage you to contact us to resolve an issue, but doing so is not a condition that removes statutory remedies.
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