These Purchase Terms govern the Order Form for Actual Payroll Services (the "Services"), which provides payroll data management, payroll calculation, and payroll disbursement facilitation through the Actual Platform. The Order Form and these Purchase Terms form part of, and are subject to, the Actual Terms of Service between Atlas Restaurant Management Systems Inc., doing business as "Actual" ("Actual"), and the Customer, available at https://www.onactual.com/legal/terms-of-service (the "Agreement"). Capitalized terms used but not defined in these Purchase Terms have the meanings given to them in the Agreement.


  1. Registration and Eligibility

1.1 Registration Requirements. To access the Services, the Customer may be required to:

  1. register their entity and all applicable locations in the Actual Platform;

  2. provide accurate business registration information, including CRA Business Number(s); 

  3. complete KYB/KYC identity verification as required by NMBR and its banking partners;

  4. execute a PAD agreement in favour of NMBR authorizing NMBR to debit the Customer’s designated bank account for payroll funds and related amounts;

  5. register all employees to whom payroll will be processed through the Actual Platform; and

  6. complete any additional onboarding steps required by Actual or NMBR from time to time.


1.2 Right to Deny Service.  Actual and NMBR may each deny access to the Services at their respective sole discretion. Actual will not enroll any Customer who:

  1. appears as a Listed Terrorist Entity under the Canadian Anti-Terrorism Act;

  2. is listed in the U.S. Department of the Treasury OFAC Specially Designated Nationals (SDN) List or similar lists applicable to Canadian financial institutions; 

  3. s a Prohibited Business.


1.3 Ongoing Compliance and AML Monitoring. Actual and NMBR are each required to comply with applicable anti-money laundering (“AML”) laws in connection with providing the Services. Accordingly:

  1. Actual and NMBR each reserve the right to conduct ongoing monitoring of payroll transactions processed through the Services for AML and anti-terrorist financing compliance purposes;

  2. Actual or NMBR may, at any time, request that the Customer provide additional information or documentation to support AML compliance. The Customer agrees to cooperate promptly with any such request;

  3. Actual or NMBR may deny, delay, hold, or reverse a transaction if either has reasonable grounds to believe the transaction may be in violation of AML Laws or these Purchase Terms;


1.4 Employee User Onboarding. The Customer is responsible for ensuring that all employees to whom payroll is processed through the Actual Platform have:

  1. completed registration and identity verification as required by the Actual Platform and NMBR;

  2. provided accurate banking details for direct deposit (where applicable); 

  3. consented to the Actual Employee Terms of Use;

  4. ensured that any minor employee's use of the Actual Platform complies with applicable laws, including obtaining any required parental or guardian consent for the collection and processing of that employee's personal information.

Actual is not liable for failed, delayed, or misdirected payments resulting from inaccurate or incomplete employee registration data provided by the Customer.


  1. Term and Termination

    1. Effective Date. These Purchase Terms commence on the Effective Date in the Order Form and remain in effect for the duration of the applicable Term. If the Customer is on an Annual Term, these Purchase Terms automatically renew for successive 12-month periods unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

    2. Monthly Term Cancellation by Customer. If on a Monthly Term, the Customer may cancel at any time by giving at least 30 days’ written notice. The subscription stays active during the notice period and cancellation takes effect on the 31st day after notice is given (“Termination Date”). No charges apply after the Termination Date.

    3. Annual or Multi-Year Term Cancellation by Customer. If on an Annual or Multi-Year Term, the Customer may cancel at any time by giving at least 30 days’ written notice. An Early Termination Penalty will apply, calculated by multiplying the average Monthly Recurring Fees during the term by the number of months remaining in the current term.

    4. Termination for Convenience by Actual. Actual may terminate these Purchase Terms at any time by providing 30 days’ prior written notice to the Customer. In such case, Actual will refund any prepaid Fees covering the unused portion of the term following the termination date

    5. Termination for Cause. Either party may terminate these Purchase Terms if the other party commits a material breach and fails to cure it within 15 Business Days after written notice of such breach, provided that the breaching party may request one additional 15 Business Day extension for good cause.If the breach is a result of the Customer, an Early Termination Penalty will apply, calculated by multiplying the average Monthly Recurring Fees during the term by the number of months remaining in the current term. 

    6. Effect of Termination. Upon termination of these Purchase Terms for any reason: (a) Actual will cease processing new payroll runs on behalf of the Customer; (b) the Customer remains solely responsible for all payroll obligations, remittances, and filings that arise from payroll periods that commenced before the Termination Date; (c) Actual will make payroll data available for Customer export for a period of 90 days following the Termination Date, after which Actual may archive or delete the data in accordance with its data retention policies; (d) all outstanding Fees become immediately due and payable; and (e) the Customer’s PAD authorization in favour of NMBR will remain in effect until all outstanding payroll obligations for periods processed through the Services have been fully settled.


  1. Fees

    1. Setup Fees. A non-refundable one-time setup fee will be charged to the credit card or other agreed payment method provided by the Customer. The Customer’s onboarding spot is held for up to 60 days from the Onboarding Start Date. If onboarding is not completed within this period (unless delayed by Actual), a new setup fee may apply. If Actual denies access to the Services under section 1.2, any setup fees paid will be refunded in full.

    2. Recurring Fees. Monthly Subscription Fees and, where applicable, per-employee or per-payroll-run Utilization Fees listed in the Order Form will be collected via the PAD Agreement or other agreed payment method. The Customer agrees to maintain sufficient funds in the designated bank account to cover all applicable Fees.

    3. Fee Changes. Your pricing depends on your billing term: 

  1. Monthly Term. If you are on a monthly billing term, Actual may change your Fees  at any time with 30 days notice. Your continued use of the Services after the effective date of the change constitutes your acceptance of the revised Fees. If you do not accept the revised Fees, your sole remedy is to terminate these Purchase Terms in accordance with Section 2. 

  2. Annual or Multi-Year Term. Your Fees are fixed for the duration of your then-current term. At each renewal, Actual may increase your Fees, including by an amount reflecting changes to the Consumer Price Index (Canada) or otherwise, and such increased Fees will apply automatically upon renewal unless you provide written notice of non-renewal in accordance with Section 2.1

  3. General. Actual is not required to justify any Fee change. Past Fee amounts do not create any entitlement to future pricing. Fees are exclusive of all applicable taxes, which remain the Customer’s sole responsibility.

  1. Payment Failures. If a payment is declined or returned, Actual may suspend access to the Services until payment is successfully received. The Customer is responsible for any bank charges or administrative fees resulting from failed payments. Actual’s right to suspend access does not relieve the Customer of any payroll obligations owed to its employees.

  2. Disputed Charges. If the Customer believes it has been charged incorrectly, the Customer must contact Actual within 30 days of the charge to request an adjustment. In the event of a dispute, the Customer will pay undisputed amounts while the parties work in good faith to resolve the disputed amount.

  3. Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, or other taxes. The Customer is responsible for all applicable taxes, duties, and charges on Actual’s Fees, other than taxes based on Actual’s net income.

  4. Late Payment Interest. Any Fees not received by Actual on the due date will bear interest from the due date until the date of actual payment at a rate equal to the Bank of Canada overnight rate plus 3% per annum, calculated and compounded monthly. Interest will accrue on a daily basis and will be payable on demand. Actual’s right to charge interest does not limit any other right or remedy available to Actual for non-payment.

  5. Collection Costs. If Actual engages a collections agency or legal counsel to recover any overdue Fees, the Customer will reimburse Actual for all reasonable collection costs, including legal fees on a full indemnity basis and any agency commissions, in addition to the outstanding Fees and accrued interest under Section 3.9.

  6. Acceleration. If the Customer is on a committed Annual or Multi-Year Term and fails to pay any Fees when due, or if these Purchase Terms are terminated by Actual for cause, all remaining Fees payable for the balance of the then-current term will become immediately due and payable in full without further notice or demand. Actual’s right to suspend access under Section 3.6 does not limit Actual’s right to accelerate Fees under this Section.


  1. Payroll Infrastructure and Disbursements

    1. Powered by NMBR.  The Services are powered by The NMBR Company Ltd. (“NMBR”), an embedded payroll infrastructure provider. NMBR performs all payroll calculations, tax withholding computations, statutory remittance preparation, CRA filings, and employee wage disbursements. Actual provides the customer-facing platform and transmits payroll data and instructions from Customers to NMBR. Actual is not liable for errors or failures by NMBR in executing instructions that Actual has correctly transmitted.

      NMBR’s provision of payment services to Customers is governed by the Payment Services Addendum (Schedule 1 to these Purchase Terms). By accepting these Purchase Terms, the Customer acknowledges and agrees to the terms of Schedule 1.

    2. NMBR as Third-Party Beneficiary. The Customer acknowledges and agrees that NMBR is a third-party beneficiary of these Purchase Terms for the limited purpose of enabling NMBR to: (a) collect and use personal information from the Customer and its employees as necessary to provide the Services; (b) enforce the terms of the Payment Services Addendum (Schedule 1) directly against the Customer; and (c) exercise any rights or remedies available to NMBR under applicable law in connection with the provision of payroll and payment services to the Customer.

    3. The Customer further acknowledges and agrees that NMBR’s liability to the Customer in connection with the Services is subject to the disclaimers and limitations set out in the NMBR Service Agreement and the Payment Services Addendum, including NMBR’s “as is” service disclaimer.

    4. Agency Appointment. By accepting these Purchase Terms, the Customer appoints Actual as its limited agent for the purpose of transmitting payroll data and instructions to NMBR. Actual, in turn, appoints NMBR as sub-agent for the limited purpose of performing the payroll calculation, payment, and compliance services described in these Purchase Terms. This agency relationship is limited to the scope of the Services and does not create any employment or fiduciary relationship between the parties.

    5. PAD Authorization. To receive the Services, the Customer must execute a Pre-Authorized Debit agreement directly in favour of NMBR (“PAD Authorization”), authorizing NMBR to:

      1. (withdraw payroll wages, related amounts, and applicable Funds from the Customer’s designated bank account (“Employer-User’s Account”) on the funding date for each payroll run; and

      2. deposit such funds into NMBR’s bank account for the purpose of remitting wages to employees and related payroll amounts to applicable government authorities.

      Actual is not a party to the PAD Authorization and does not hold, control, or have access to Customer payroll funds at any point. The PAD Authorization is a direct relationship between the Customer and NMBR, subject to the terms of Schedule 1.

    6. Payroll Funding. The Customer is responsible for maintaining sufficient and immediately available funds in the Employer-User’s Account to cover all wages, source deductions, payroll taxes, and other amounts required for each payroll run on the applicable funding date. Actual will notify the Customer of the required funding date for each payroll run as part of the payroll approval workflow. If the Customer’s account does not have sufficient funds on the funding date, NMBR may delay, hold, or cancel the payroll run, and neither NMBR nor Actual is liable for any resulting late payment to employees.

    7. Source Deductions and Statutory Remittances.  The Customer is solely responsible for all payroll-related source deductions and statutory remittances, including CPP contributions, EI premiums, and income tax withholdings required by the CRA and any applicable provincial authority (“Source Deductions”).

      1. Where the Customer has enabled the Source Deductions remittance feature, NMBR will calculate the applicable Source Deduction amounts based on payroll data submitted by the Customer and will initiate the applicable payment to the CRA on or before the remittance due date, using funds withdrawn from the Customer’s account pursuant to the PAD Authorization.

      2. NMBR’s obligation to remit is contingent on: (i) the Customer providing accurate payroll data by the required submission deadline; (ii) sufficient funds being available in the Customer’s account on the funding date; and (iii) no hold, suspension, or AML restriction being in effect.

      3. Neither Actual nor NMBR is responsible for CRA penalties, interest, or other consequences resulting from late or incorrect remittances caused by: (i) inaccurate payroll data submitted by the Customer; (ii) insufficient funds in the Customer’s account; (iii) failure by the Customer to enable or configure the remittance feature; or (iv) any cause outside Actual’s or NMBR’s reasonable control.

      4. The Customer acknowledges and agrees that NMBR makes no representations or warranties as to the accuracy of its Tax Engine. The Customer is responsible for ensuring that all tax payments are made and all tax returns are filed in a timely manner, and that NMBR is not responsible for any inaccuracies in relation to the Customer’s payroll tax liabilities.

    8. Safeguarding of Customer Funds. Actual does not hold or custody Customer funds. Customer payroll funds are processed through Actual’s payment providers, who work with their banking partners to hold and disburse funds through regulated settlement structures in compliance with applicable Canadian financial services requirements. Actual is not a signatory on, and does not control, any settlement or custodial account used by its payment providers. Customer funds do not pass through Actual’s own bank accounts at any point.


  2.  Payroll Calculations and Data Accuracy

    1. Customer Responsibility for Payroll Data. The Customer is responsible for entering accurate and complete payroll data into the Actual Platform for each payroll run, including:

      1. employee hours worked, shift data, and overtime classifications;

      2. salary, wage rates, and any applicable pay adjustments;

      3. commission, bonus, and variable compensation components;

      4. leave balances and statutory holiday entitlements; and

      5. any deduction elections or garnishment instructions.

      NMBR performs payroll calculations based solely on the data submitted by the Customer through the Actual Platform. Neither Actual nor NMBR is responsible for payroll errors resulting from inaccurate, incomplete, or untimely data submission.

    2. Review of Disbursement Records. Upon receipt of any disbursement records, payroll reports, or other outputs from NMBR through the Actual Platform, the Customer must promptly review all such records for validity and accuracy according to the Customer’s own records. The Customer must notify Actual and NMBR promptly of any discrepancy, error, or communication received from a governmental authority (including the CRA or Service Canada) that may affect the Services or the frequency of tax remittances. NMBR shall have no liability resulting from any failure or delay by the Customer to provide such notification.

    3. Payroll Approval. All payroll runs require Customer approval within the Actual Platform before disbursement is initiated. By approving a payroll run, the Customer confirms that the payroll data is accurate and authorizes Actual to transmit the payroll instructions to NMBR. NMBR will not initiate payroll disbursements without Customer approval having been transmitted by Actual, except where the Customer has enabled an automated approval feature for scheduled payroll runs.

    4. Payroll Reversals and Corrections. If the Customer identifies an error in a completed payroll run, the Customer must notify Actual in writing at support@onactual.com or through their assigned Actual account manager as soon as practicable and no later than 5 Business Days after the affected pay date. Actual will use commercially reasonable efforts to work with NMBR to recover and reprocess affected transactions but makes no guarantee that a payroll disbursement can be reversed after funds have been released to an employee’s bank account. Recovery is subject to the cooperation of NMBR and the employee’s financial institution

    5. Record Retention. Actual will maintain payroll records for each Customer in the Actual Platform for a minimum of seven (7) years following the date of each payroll run, or such longer period as may be required by the CRA or applicable law. Customers are responsible for maintaining their own payroll records as required by applicable employment and tax legislation. Actual’s record retention obligations do not substitute for the Customer’s own statutory record-keeping obligations.

    6. Third-Party Integrations. The Actual Platform may integrate with third-party point-of-sale systems, payroll providers, scheduling tools, and other external platforms to retrieve or transmit data. Actual does not control and is not responsible for the accuracy, completeness, availability, or continuity of data provided by third-party systems. The Customer is responsible for ensuring that any data retrieved through a third-party integration is reviewed for accuracy before processing. Actual is not liable for errors, miscalculations, delays, or losses arising from: (a) inaccurate or incomplete data transmitted by a third-party system; (b) changes to a third-party system's API, data format, or availability; (c) the Customer's failure to maintain a valid and active connection to any integrated third-party system; or (d) the termination or degradation of a third-party integration outside Actual's reasonable control. Actual will use commercially reasonable efforts to notify the Customer of known integration disruptions but does not guarantee uninterrupted connectivity with any third-party platform.


  1. Tax Filing and Compliance

    1. T4 Preparation and Filing. Where the Customer has enabled the T4 preparation feature, NMBR will generate T4 slips and a T4 summary for each applicable employee based on payroll data processed during the tax year. Actual will make T4 slips available to the Customer for review within the Actual Platform.

      1. The Customer must review and approve all T4 slips within the Actual Platform before filing is initiated. Upon Customer approval, NMBR will transmit T4 slips and the T4 summary to the CRA electronically on the Customer’s behalf. The CRA filing deadline is the last day of February following the applicable tax year. Actual will use commercially reasonable efforts to make T4 data available with sufficient time for Customer review, but is not liable for late filing resulting from delays in Customer review or approval.

      2. The Customer remains the employer of record for T4 filing purposes. By approving T4 slips within the Actual Platform, the Customer confirms the information is accurate and authorizes NMBR to file with the CRA on their behalf. Neither Actual nor NMBR is liable for errors in filed T4 slips that were approved by the Customer, or for errors caused by inaccurate payroll data submitted by the Customer.

    2. Record of Employment (ROE). Where the Customer has enabled the ROE feature, NMBR will generate an ROE for any employee who has had an interruption of earnings, based on payroll data submitted by the Customer. Actual will make the generated ROE available to the Customer for review within the Actual Platform.

      1. The Customer must review and approve the ROE within the Actual Platform before filing is initiated. Upon Customer approval, NMBR will transmit the ROE to Service Canada electronically on the Customer’s behalf. ROE filing deadlines are strict — generally within 5 calendar days of the interruption of earnings. The Customer is responsible for triggering the ROE workflow in the Actual Platform promptly upon an employee’s interruption of earnings.

      2. The Customer is the employer of record for ROE purposes. By approving an ROE, the Customer confirms the information is accurate and authorizes NMBR to file with Service Canada on their behalf. Neither Actual nor NMBR is liable for late ROE filings caused by the Customer’s delay, or for errors in filed ROEs caused by inaccurate data submitted by the Customer.

    3. Customer’s Filing Obligations. NMBR’s tax filing services are tools to assist the Customer. The Customer remains solely responsible for:

      1. the accuracy of all information submitted to the CRA, ESDC, or any provincial authority;

      2. the timely filing of all employer returns, T4 slips, T4 summaries, and ROEs;

      3. all CRA penalties, interest, and assessments arising from late or inaccurate filings; and

      4. any tax audit, reassessment, or inquiry by the CRA or any other government authority.

      Neither Actual nor NMBR is a tax advisor. Nothing in these Purchase Terms or in the Actual Platform constitutes tax advice. The Customer should seek independent tax and legal advice regarding its payroll and remittance obligations.T4 and ROE preparation is based on payroll data provided by Customer and processed by NMBR Company Ltd. Actual and NMBR are not responsible for errors resulting from inaccurate or incomplete data provided by Customer. Customer remains solely responsible for all CRA filing obligations and any penalties arising therefrom.


  2. Transaction Failures, Holds, and Errors

    1. Transaction Failures, Delays, and Errors. Neither Actual nor NMBR is liable for any failure, delay, or error in completing a payroll transaction due to: (a) lack of a payroll approval from the Customer; (b) insufficient funds in the Customer’s account on the funding date; (c) rejected or returned PADs by the Customer’s bank; (d) rejected or returned payments by employee payees or their financial institution; (e) incorrect payroll data, banking details, or employee information provided by the Customer or any Permitted User; (f) events beyond Actual’s or NMBR’s reasonable control; or (g) suspension, restriction, or failure of NMBR’s banking infrastructure or payment rails. Actual and NMBR will each use commercially reasonable efforts to assist with correcting erroneous transactions but make no guarantee that a payroll disbursement can be reversed after funds have been released.

    2. Transaction Holds. Actual or NMBR may place a hold on any payroll transaction to verify employee identity, payee information, the legality of the transaction, or for AML compliance purposes. The Customer must provide any additional information requested promptly. Actual or NMBR may deny or reverse transactions that are prohibited under Applicable Laws and is not liable for fees, penalties, or interest resulting from such actions.

    3. Payroll Error Resolution Process. If the Customer believes a payroll disbursement is incorrect in amount, has been misdirected, or has not been received by the intended recipient, the Customer must notify Actual in writing at support@onactual.com or through their assigned Actual account manager within 30 days of the affected pay date, providing: (a) the payroll run date and affected pay period; (b) the affected employee(s); (c) the transaction amount and correct amount; and (d) a description of the error. Actual will investigate in conjunction with NMBR and provide a written response within 10 Business Days of receipt of a complete notice. Actual’s liability for any confirmed payroll error is limited to errors solely and directly attributable to a failure in the Actual Platform (not NMBR’s infrastructure). Neither Actual nor NMBR is liable for payroll errors resulting from: (i) incorrect payroll data or employee information submitted by the Customer; (ii) failures of the Customer’s or recipient’s financial institution; or (iii) any cause outside their respective reasonable control.


  3. Customer Complaint Process

    1. If you have a complaint about the Services provided by Actual, please contact us at: Email: support@onactual.com | Subject line: Customer Complaint. 

    2. Actual will acknowledge your complaint within 5 Business Days and work to resolve it within 30 Business Days. 

    3. For complaints relating specifically to NMBR’s payment services, the Customer should refer to the complaint process set out in the Payment Services Addendum (Schedule 1).


  4.  Data Processing Agreement

    1. To the extent Actual processes Personal Information on behalf of the Customer in connection with the Services (including employee payroll data, banking information, SIN data, and tax filing data), the parties agree to the terms of the Actual Data Processing Agreement, available at https://www.onactual.com/legal/dpa, which is incorporated into these Purchase Terms by reference. The Customer’s acceptance of these Purchase Terms constitutes acceptance of the Actual Data Processing Agreement in its then-current published form.

    2. The Customer further acknowledges that personal information of its employees will be shared with NMBR and processed in accordance with NMBR’s Privacy Policy, as required for NMBR to provide the Services. 

SCHEDULE 1

PAYMENT SERVICES ADDENDUM

  1. Definitions

    1. “Bank” means the financial institution at which NMBR maintains the Bank Account.

    2. “Bank Account” means a bank account in the name of NMBR held at the Bank, pursuant to which any cash, cheques, wires or other funds in relation to the Services are from time to time deposited or are on deposit therein.

    3. “Payment Services” means the bank account(s), money transmission, and other payment services provided by NMBR to the Company under and pursuant to the Service Agreement and NMBR’s account agreements with the Bank.

  2. Bank Account

NMBR will establish the Bank Account to perform the Services. NMBR will withdraw payroll wages and related amounts (including other Funds) from Employer-User’s bank accounts pursuant to PAD authorizations provided by the Employer-User and will deposit such amounts into the Bank Account. Pursuant to the terms of the Service Agreement, NMBR will remit such payroll wages and related amounts (including any other applicable Funds) to the respective Employee-Users pursuant to the terms of the Service Agreement and/or any related payment direction by the Employer-User and/or Company.

  1. Authorizations

The Company appoints and will cause Employer-Users to appoint NMBR and the Bank to act as the Company’s and Employer-Users’ agent for the purpose of the fulfillment of the Payment Services, including, without limitation, to:

(a) receive and provide notices and communications on the Employer Users behalf;

(b) authorize and direct the Bank to debit and credit accounts of the Company or an Employer-User or an Employee-User held at a financial institution;

(c) take any other action that the Bank deems necessary or desirable to carry out the transactions constituting the Payment Services, including such action as maybe required by law or a regulatory or governmental authority.

  1. Identification

The Company acknowledges and agrees the Bank may make any inquiries the Bank deems necessary or desirable to verify the identity of an Employer-User, and the Company shall, and shall cause the Employee-User to, comply with such client identification requirements of the Bank. The Company acknowledges and agrees that the Bank has the right to close, suspend, or limit access to the Payment Services under applicable law or Bank policy, including in the event that the Bank is unable to obtain or verify information related to the Employer-User’s or Company’s identity, as the case may be.

  1.  Disclaimer

THE PAYMENT SERVICES SHALL BE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. NMBR SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NMBR DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE PAYMENT SERVICES.

  1. Governing Law

This Payment Services Addendum is governed by the laws of the province of Ontario and the federal laws of Canada, as applicable therein. The Courts of the Province of Ontario will have exclusive jurisdiction to entertain any action arising under this Payment Services Addendum, and the parties hereby irrevocably and exclusively attorn to the jurisdiction of those Courts.

  1. Further Assurances

The Company shall, and shall cause the Employee-Users to, furnish NMBR such further information or assurances, execute and deliver such additional documents and instruments, and take such further actions and do such other things as may be necessary or desirable to carry out the provisions of this Payment Services Addendum and give effect to the Services.