Actual™ Tips Purchase Terms

Registration Requirements. To access the Services, the Customer is required to:

register its legal entity and applicable locations on the Actual Platform;

provide accurate and complete business, banking, and onboarding information, including any required bank account forms (if required);

complete all required KYB/KYC identity verification;

execute a Pre-Authorized Debit (PAD) agreement, (if required), authorizing Actual’s payment service provider to debit the Customer’s designated bank account on behalf of Atlas Restaurant Management Systems Inc., doing business as “Actual,” in accordance with the Customer’s instructions as set in the Actual Platform;

register, maintain, and administer accurate records for all individuals who will receive disbursements through the Actual Platform (the “Users”), as well as all administrators and/or tip committee members authorized to access or use the Actual Platform (collectively, the “Permitted Users”), including by promptly adding, updating, modifying, and removing user profiles as necessary;

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

Right to Deny Service. Actual may deny access to the Services at its sole discretion. Actual will not enroll any Customer who:

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

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

is a Prohibited Business;

whose process for division of tips is not covered in the existing features of the Actual Platform, and where Actual does not intend to build or modify features to accommodate those requirements.

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

Actual reserves the right to conduct ongoing monitoring of transactions processed through the Services for AML and anti-terrorist financing compliance purposes;

Actual may, at any time, request additional information or documentation from the Customer and its Permitted Users to support Actual’s compliance with applicable AML Laws. The Customer shall, and shall cause its Permitted Users to, promptly comply with any such request within the timeframe specified by Actual. If the requested information or documentation is not provided when required, Actual may suspend the Services, in whole or in part, until the information or documentation is provided as necessary for Actual to comply with applicable AML Laws.;

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

User Onboarding. The Customer is responsible for ensuring that Users have:

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

provided accurate banking information (where applicable); and

consented to the Actual Terms of Use;

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 User’s personal information.

Effective Date. These Purchase Terms commence on the Effective Date set out in the Order Form and remain in effect for the duration of the applicable Term. If the Customer is on an Annual or Multi-Year Term, these Purchase Terms automatically renew for successive 12-month periods unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term. Following the expiration of the Initial Term, Customers may elect to convert to a Month-to-Month Term by providing written notice at least 30 days before the end of the then-current term. Upon conversion to a Month-to-Month Term, any discounts applied during the Initial Term or then current Term will no longer apply, and all fees will be subject to Actual’s then-current listed pricing.

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.

Annual or Multi Year Term Cancellation by Customer. If Customer is on an Annual or Multi-Year Term, Customer may cancel for convenience during the first 60 days of the Initial Term without penalty. After the initial 60-day period, the Customer may cancel at any time by providing at least 30 days' prior written notice; however, an Early Termination Penalty will apply. The Early Termination Penalty is calculated by multiplying the average Monthly Recurring Fees paid during the term by the number of months remaining in the then-current term as of the effective date of cancellation.

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.

Termination for Cause. Either party may terminate these Purchase Terms if the other party commits a material breach and fails to cure it within 30 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.

Effect of Termination. Upon termination of these Purchase Terms for any reason: (a) Actual will cease processing new tip disbursements runs on behalf of the Customer; (b) the Customer remains solely responsible for all disbursement obligations, (c) all outstanding Fees become immediately due and payable; and (d) the Customer’s PAD authorization will remain in effect until all outstanding tip disbursement obligations for periods processed through the Services have been fully settled.

Setup Fee and Onboarding. The Customer shall pay the applicable non-refundable setup fee as indicated on the Order Form using the payment method authorized by the Customer. Actual shall assign the Customer an onboarding start date (the “Onboarding Start Date”). If onboarding is not completed within the applicable onboarding period and grace period set out below, for any reason not attributable to Actual, Actual may suspend onboarding, remove the Customer from the onboarding queue, and require payment of a new setup fee before resuming onboarding or assigning a new Onboarding Start Date.

Basic Plan. Basic Plan onboarding is targeted for completion within fifteen (15) business days following the Onboarding Start Date. The Customer will have an additional grace period of five (5) business days to complete onboarding, after which Actual will charge a new setup fee before resuming onboarding.

Manual Plan. Manual Plan onboarding is targeted for completion within thirty (30) business days following the Onboarding Start Date. The Customer will have an additional grace period of ten (10) business days to complete onboarding, after which Actual will charge a new setup fee before resuming onboarding.

Integrated Plan. Integrated Plan onboarding is targeted for completion within fifty (50) business days following the Onboarding Start Date. The Customer will have an additional grace period of fifteen (15) business days to complete onboarding, after which Actual will charge a new setup fee before resuming onboarding. Actual may provide an onboarding plan and scope document for the Customer’s review and approval, which may be provided and confirmed by email, prior to the commencement of onboarding. Onboarding will be delivered based on the approved scope. Any services, work, changes, integrations, or requirements requested after such approval that fall outside the approved scope may be subject to additional fees, which Actual will discuss with the Customer in advance.

Changes to Integrated Platforms. For any Customer on an Integrated Plan, the Customer shall provide Actual with at least sixty (60) days’ prior written notice of any planned change to its POS system, scheduling platform, payroll system, or any other third-party platform integrated with the Services. Upon receipt of such notice, Actual shall assign a new onboarding start date for the applicable replacement or modified integration (the “New Onboarding Start Date”). Actual will use commercially reasonable efforts to complete implementation of the replacement or modified integration within thirty (30) days following the New Onboarding Start Date, subject to the Customer’s timely provision of all required information, access, approvals, technical requirements, and cooperation. Any such replacement or modified integration shall be subject to a new setup or implementation fee, together with any additional professional services fees, if applicable.

Refund Exception. Notwithstanding the foregoing, if Actual denies the Customer access to the Services pursuant to Section 1.2, any Setup Fees paid by the Customer shall be refunded in full.

Recurring Fees. The Customer shall pay the recurring fees set out in the applicable Order Form, including: (i) monthly subscription fees for access to and use of the Tip Management Services available through the Actual Platform,(the “Subscription Fees”); and, if applicable, (ii) monthly utilization fees for disbursement services, which may be calculated based on transaction volume, on a per-employee basis, or such other usage metric as set out in the applicable Order Form (the “Utilization Fees”). The Subscription Fees and Utilization Fees are collectively referred to as the “Recurring Fees.” The Recurring Fees shall be collected in accordance with the PAD Agreement or such other payment method as may be agreed in writing by the parties. In cases where the Utilization Fees are to be paid by the User, Actual will deduct these Utilizations Fees from the disbursement amounts due to the User.

NSF Fee. If a PAD is returned due to insufficient funds, an administrative fee of $75.00 will be charged. This fee will be debited from the Customer's account on a subsequent attempt, as authorized in the PAD Agreement.

Expedited Disbursement Service (Optional). Where a Customer's PAD authorization is in place, Actual, through its payment service provider, may make funds available to the Customer's float ahead of the Funding Transaction. A Service Fee of 1% of the disbursement amount applies. This service is a fee-for-service timing facility, it is not a loan or extension of credit, and does not create a debtor-creditor relationship between Actual and the Customer or any User.

Fee Changes. The Fees set out in the applicable Order Form may be updated as follows:

Monthly Term. If the Customer is on a monthly billing term, Actual may increase the Fees on an annual basis by an amount equal to the percentage increase in the Consumer Price Index, and any such increase will take effect automatically without further notice. Actual may also change the Fees for any other reason on 30 days’ prior notice. Continued use of the Services after the effective date of the revised Fees constitutes acceptance of the change. If the Customer does not accept the revised Fees, its sole remedy is to terminate the Agreement and applicable Order Form or Purchase Terms in accordance with Section 2.

Annual or Multi-Year Term. If the Customer is on an annual or multi-year term, the Fees set out in the applicable Order Form will remain fixed during the then-current term. Upon renewal, Actual may update the Fees for the renewal term, and such updated Fees will apply as of the renewal date unless otherwise set out in the applicable Order Form or agreed in writing by the parties.

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.

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.

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, other than taxes based on Actual's net income.

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.

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 any accrued interest under Section 3.9.

Acceleration. If the Customer is on a committed Annual or Multi Year Term and fails to pay any Fees when due, or if this Agreement is terminated by Actual for cause under the Terms of Service, 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. For greater certainty, Actual's right to suspend access under Section 3.8 does not limit Actual's right to accelerate Fees under this Section.

Customer Data Accuracy and Tip Division Reconciliation. Customers and their Permitted Users are responsible for entering accurate data into the Actual Platform and reviewing disbursement calculations including those produced by the Tip Division tool before processing. Actual is not liable for discrepancies arising from incorrect, incomplete, or outdated data provided by the Customer, its employees, Permitted Users, or third-party systems. Where Actual is required to perform additional reconciliation, adjustment, investigation, or reprocessing work as a result of such data errors, Actual may charge a reconciliation fee of $150 per hour, in CAD or USD as determined by the Customer's billing location or primary service jurisdiction. If a discrepancy is caused solely by a verified error in the Actual Platform or an integration developed by Actual, Actual will use commercially reasonable efforts to correct such error at no additional cost, which shall constitute the Customer's sole and exclusive remedy for such discrepancy, subject to Section 12 of the Agreement.

External Calculations. If tip calculations are performed outside the Actual Platform, the Customer is responsible for identifying discrepancies and providing correct adjustment amounts. Actual will apply these adjustments but will not investigate discrepancies related to external calculations.

Account Statements. Actual will provide Customers with access to transaction history in the Actual Platform and distribution records through the Platform. Actual will make available a monthly summary of all tip distributions processed through the Actual Platform.

Customer's Record-Keeping Responsibility. The Customer is responsible for maintaining its own business, employment, tax, and payroll records as required by applicable law. Actual's processing or retention of Customer Data in connection with the Services does not substitute for, and the Customer may not solely rely on it to satisfy, the Customer's own statutory record-keeping obligations. Retention and deletion of Personal Information is governed by the Data Processing Agreement

Payment Infrastructure. Actual is a technology service provider that provides the Services in coordination with payment service providers. In performing the Services, Actual (i) maintains account information by storing Customer and User banking information and (ii) initiates electronic funds transfers to its payment service providers.

Managed Payments. For Customers who use Actual for distribution services, Actual will perform the following on the Customer's behalf:

Funding Transactions. Per section 1.1.(d), Actual may initiate Pre-Authorized Debit (PAD) transactions through its payment service providers to debit the Customer's designated bank account and transfer such funds to a settlement account maintained by Actual's payment service providers, solely for the purpose of processing Disbursement Transactions.

Disbursement Transactions. Actual will initiate electronic funds transfers to its payment service providers for disbursement to the Customer’s Users in accordance with the schedule selected in the Actual Platform or as otherwise instructed by the Customer. All disbursements are executed by Actual’s payment service providers and their banking partners.

Customer-Managed Payments. If the Customer chooses to manage tip distribution outside of the Actual Platform — for example, via payroll, cash, or a third-party service — the Customer is solely responsible for all tip-related money movement, reconciliation, compliance, and audit trails. Actual has no liability for funds, errors, or reporting associated with tip disbursements made outside the Actual Platform.

INTERAC e-Transfer Expiry (Applicable in Canada only). Where payments are issued to Users via INTERAC e-Transfer, Users will receive notification at their registered email address. INTERAC e-Transfers that are not claimed within 30 days will expire and funds will be returned to the Customer. Actual will use commercially reasonable efforts to notify Users of unclaimed transfers approaching expiry. If a transfer expires, the Customer is responsible for determining whether to reissue the payment.

Safeguarding of Customer Funds. Actual does not hold or have custody of the Customer or User funds at any point. Customer and User funds are held by Actual's payment service providers and their banking partners in designated settlement accounts that are maintained separately from Actual's own operating funds. Actual is not a party to the banking or custody arrangements maintained by its payment providers. The specific safeguarding structure is determined by Actual's payment providers and may change as Actual updates its payment service provider relationships.

Transaction Failure, Delays and Errors. Actual is not liable for any failure, delay, or error in completing a transaction due to: (a) lack of a transaction request from the Customer; (b) insufficient funds in the Customer Account; (c) rejected or returned debits by the Customer’s bank; (d) rejected or returned payments by payees; (e) incorrect information provided by the Customer or any Permitted User; (f) events beyond Actual’s reasonable control; or (g) failures of Actual’s payment providers. Actual will use commercially reasonable efforts to assist with correcting erroneous transactions but makes no guarantee that a transaction can be reversed or cancelled. If funds are recoverable, they will be returned to the Customer minus any applicable fees.Actual's liability under this Section 5.6 is in any event subject to the aggregate limitation in Section 12 of the Agreement.

Transaction Holds. Actual’s payment service providers and their banking partners may place a hold on any transaction to verify the payee's identity, the legality of the transaction, or for AML compliance purposes. The Customer must provide any additional information requested. Actual’s payment services providers may deny or reverse transactions that are prohibited under Applicable Laws and are not liable for fees, penalties, or interest resulting from such actions.

Payment Error Resolution Process. If the Customer believes a transaction processed through the Actual Platform 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, through their assigned Actual account manager, or within the Platform within 30 days of the payment date, providing: (a) the transaction date and amount; (b) the intended recipient full name and email address associated with the recipient’s banking details; and (c) a description of the error (d) any other information as requested by Actual that may be required to resolve the error. Actual's liability for any confirmed payment error is limited to the amount of the incorrect or misdirected payment, and only where the error is solely and directly attributable to a failure of the Actual Platform,and in any event subject to the aggregate limitation in Section 12 of the Agreement. Actual is not liable for payment errors resulting from: (i) incorrect payment instructions, banking details, or User data submitted by the Customer or any Permitted User; (ii) failures of the Customer's or recipient's financial institution; (iii) failures of Actual's payment service providers; or (iv) any cause outside Actual's reasonable control.

In the United States, Actual acts solely as a technology service provider and referral/integration layer in connection with payment services provided by Branch and its banking partners. Actual may refer Users to Branch for onboarding, transmit worker and disbursement data to Branch, and submit payment instructions on the Customer’s behalf. Branch funds Users and initiates settlement from the Customer’s designated account. Actual does not hold, receive, move, or custody funds and does not execute, clear, or settle fund movements.