Terms of Service

1. Who these terms are between

These terms are an agreement between Forkly ("Forkly", "we", "us"), a company incorporated in Ontario, Canada, and the business that subscribes to the Service ("you", "your", "Customer").

Forkly is a business tool sold to businesses. It is not offered to consumers for personal use, and nothing here is intended to limit rights that consumer protection legislation gives to an individual where such legislation applies despite this.

2. The Service

Forkly is a recipe-costing and food-cost management platform. It records your recipes, ingredients, suppliers, packaging and labour, reads supplier invoices you direct to it, and calculates costs and margins from that information.

We may improve, change or discontinue features. If we remove something you rely on materially, we will give you reasonable notice and, if you cancel because of it, we will refund fees you have prepaid for the period after cancellation.

3. Accounts

Accounts are created by us during onboarding, or by an administrator you designate. There is no public sign-up.
You are responsible for who you give access to, what permission level you give them, and for removing people who leave.
Keep credentials confidential. Tell us promptly if you believe an account has been compromised.
Each subscription covers one business. Sharing one account across separate businesses is not permitted.

4. Your data stays yours

You own everything you put into Forkly — recipes, ingredients, supplier lists, invoices, prices, and anything derived from them ("Customer Data").

You grant us only the permission we need to run the Service for you: to store, process, transmit, back up and display Customer Data, and to have our service providers do the same on our behalf. We do not sell Customer Data, and we do not use one customer's data to build features, models or benchmarks for another customer without that customer's written agreement.

We may use aggregated, de-identified information about how the Service is used — information that does not identify you, your business, your staff, your suppliers or your prices — to operate and improve it.

5. What you are responsible for

That you have the right to upload what you upload, including supplier invoices and any personal information about your staff.
That the information you enter is accurate. Forkly calculates from what it is given.
Reviewing costs before you rely on them commercially — see section 6.
Complying with the law that applies to your business, including employment and food-safety rules.

6. Costing output is decision support, not advice

Forkly produces estimates from the data available to it. Invoice parsing, unit conversion, yield assumptions and labour rates all depend on inputs that can be incomplete, out of date or entered incorrectly.

Forkly's output is not accounting, tax, financial, legal or nutritional advice, and must not be used as the sole basis for pricing, contractual or regulatory decisions. You are responsible for reviewing figures before acting on them.

7. Acceptable use

You agree not to:

Break the law, or use the Service to help someone else do so.
Attempt to access another customer's data, or probe, scan or test our systems without written permission.
Upload malware, or content you have no right to upload.
Resell, sublicense or white-label the Service without our written agreement.
Copy the Service's features or interface to build a competing product.
Place load on the Service that is materially out of proportion to normal operation of a business of your size.

8. Fees, billing and taxes

Fees are those quoted to you in writing, or published on our pricing page, at the time you subscribe.
Subscriptions are billed in advance and renew for the same period until cancelled.
Fees are in Canadian dollars unless stated otherwise, and are exclusive of GST/HST, QST and any other applicable taxes, which are added where required.
Onboarding, migration and similar one-time services are quoted separately and are not refundable once the work has been performed.
We may change fees on 30 days' written notice, effective from your next renewal. If you do not accept a change, you may cancel before it takes effect.
Payment card details are handled by a PCI-compliant payment processor. We do not store them.
Overdue amounts may accrue interest at 1.5% per month, and we may suspend the Service after reasonable notice.

9. Term and cancellation

Subscriptions run month to month unless you have signed a longer term.
You may cancel effective at the end of your current billing period. We do not pro-rate a partial month except where section 2 applies.
We may terminate for material breach that is not fixed within 15 days of written notice, or immediately where the breach is unlawful or puts other customers at risk.

10. Getting your data out

You can export your data at any time while your subscription is active. After termination we will keep it available for export for 30 days, then delete it in the ordinary course, subject to backups that expire on their own cycle and to anything we must keep by law.

11. Availability and support

We aim to keep the Service available and to respond to support requests promptly. We do not commit to a specific uptime or response time unless we have agreed one with you in writing. Planned maintenance is scheduled outside typical service hours where practical.

Parts of the Service depend on third parties — hosting, email delivery and receipt, payment processing. Interruptions to those can interrupt Forkly.

12. Confidentiality

Each of us may learn confidential information about the other. We will each use it only to perform this agreement, protect it with reasonable care, and not disclose it except to people who need it and are bound to keep it confidential. This does not apply to information that is public, already known, independently developed, or required to be disclosed by law — in which case we will tell you where we lawfully can.

13. Our intellectual property

The Service, its software, interface, documentation and branding belong to us. These terms grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription, and nothing more. Feedback you send us may be used freely without obligation, but we will not identify you as its source without permission.

14. Warranties

We warrant that we will provide the Service with reasonable skill and care.

Otherwise, and to the maximum extent the law allows, the Service is provided "as is" without other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. Some jurisdictions do not allow the exclusion of certain warranties; where that is the case, this section applies only so far as it is permitted.

15. Limitation of liability

Neither of us is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost savings or loss of data, even if advised such damages were possible.

Our total liability arising out of or relating to this agreement is limited to the fees you paid us in the 12 months before the event giving rise to the claim.

These limits do not apply to your obligation to pay fees, to either party's breach of confidentiality, or to liability that cannot be limited under Canadian law — including fraud, fraudulent misrepresentation, and death or personal injury caused by negligence.

16. Indemnity

You will defend and indemnify us against third-party claims arising from Customer Data you had no right to upload, or from your use of the Service in breach of these terms. We will defend and indemnify you against third-party claims that the Service itself infringes their intellectual property rights. In each case the party seeking indemnity must notify the other promptly and allow them to control the defence.

17. Suspension

We may suspend access where necessary to protect the Service or other customers, to stop unlawful activity, or for non-payment after notice. We will restore access once the cause is resolved, and will limit any suspension to what is necessary.

18. Changes to these terms

We may update these terms. For material changes we will give at least 30 days' notice by email or in-app notice, and they take effect at your next renewal. Continuing to use the Service after that means you accept them; if you do not, you may cancel.

19. Governing law

These terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict-of-laws rules. The courts of Ontario have exclusive jurisdiction, and each of us attaches to that jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Les parties ont exigé que la présente convention et tous les documents connexes soient rédigés en anglais. The parties have required that this agreement and all related documents be drawn up in English.

20. General

Assignment. Neither of us may assign this agreement without the other's consent, except to a successor of substantially all of its business.
Force majeure. Neither of us is liable for delay caused by events beyond reasonable control.
Severability. If a provision is unenforceable, the rest stays in force.
No waiver. Not enforcing a right once does not waive it.
Entire agreement. These terms, our Privacy Policy and any order form you sign are the whole agreement between us on this subject.
Notices. To you, by email or in-app notice; to us, at the address below.
Independent parties. Nothing here creates a partnership, joint venture or employment relationship.

21. Contact

Forkly
Ontario, Canada
legal@forkly.io

You can also reach us through the in-app helpdesk.