These Purchase Terms govern the Order Form for Atlas Tip Management Services (the “Services”), which automates tip division and distribution in the Atlas Application (the “Application”). The Order Form and the Purchase Terms form part of, and are subject to, the Atlas Terms of Service between Atlas Restaurant Management Systems Inc. (“Atlas”) and the Customer, available at www.atlasrms.com/terms-of-service (the “Agreement”). If there is any conflict between the Order Form and the Agreement or the Purchase Terms, the terms in the Order Form will prevail only to the extent necessary to resolve the conflict.

1. Registration

1.1 Registration Requirements

As directed within the Application, to access the Services, the Customer may be required to complete the following;

  1. Register their entity 

  2. Set up a location

  3. If required, complete the Bank Account form; and

  4. If required, complete the PAD Agreement (Pre-Authorized Debit Agreement).

1.2 Right to Deny Service

Atlas may deny access to the Services at its sole discretion. Atlas 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 Office of Foreign Assets Control (OFAC) Specially Designated Nationals (SDN) List, or similar lists applicable to Canadian or other financial institutions; 

  3. is a Prohibited Business. The Customer represents and warrants that it is not, and the Services will not be used by or on behalf of, any Prohibited Business. The Customer also confirms it does not do business in or with any countries or entities in violation of applicable laws.


2. Term and Termination

  1. This Agreement shall commence on the Effective Date specified in the applicable Order Form and shall remain in effect for the duration of the term set forth therein, unless earlier terminated in accordance with the terms of this Agreement. If the Customer is subscribed to an Annual Term as specified in the Order Form, the term will automatically renew for successive 12-month periods unless either party provides written notice of termination at least 30 days prior to the end of the then-current term.

  2. Customer Cancellation Rights - Monthly Term . If the customer is on a Monthly Term as specified on the Order Form,  Customers may cancel their subscription for convenience to the Atlas Services at any time by giving at least 30 days’ written notice to Atlas (the “Notice Period”). The subscription will stay active during this time, and the cancellation will take effect on the 31st day after the notice is given (the “Termination Date”). Customers are responsible for any fees during the Notice Period, but no additional charges will apply after the Termination Date. 

  3. Customer Cancellation Rights - Annual Term. If the Customer is on an Annual Term as specified in the Order Form, the Customer may cancel their subscription for convenience to the Atlas Services at any time by giving at least 30 days’ written notice to Atlas (the “Notice Period”). The subscription will stay active during this time, and the cancellation will take effect on the 31st day after the notice is given (the “Termination Date”). An early termination penalty will be due (“Early Termination Penalty”). The Early Termination Penalty will be calculated by multiplying the average Monthly Recurring Fees incurred during the term by the number of months remaining in the term and will become due on the Termination Date. 

  4. Termination for Cause.  Either Party may, in addition to other relief, terminate this Agreement if the other Party commits a material breach of this Agreement and fails within 5 calendar days after receipt of notice of such breach to correct such material breach.


3. Fees 

  1. Setup Fee  A non-refundable one-time setup fee will be charged to the credit card, or other mutually agreed upon method of payment,  provided by the Customer. The Customer’s onboarding spot will be held for up to 60 days from the Onboarding Start Date stated on the Order Form. If onboarding is not completed within this period (unless delayed by Atlas), a new set-up fee may apply. If Atlas denies access to the Services as per 1.2 , any set-up payments made by the Customer will be refunded

  2. Recurring Fees Monthly Subscription Fees and Monthly Utilization Fees (when applicable) listed on the Order Form will be collected via the Pre-Authorized Debit (PAD) Agreement, or other mutually agreed upon method of payment . In the case of PAD Agreements, the Customer agrees to maintain sufficient funds in the designated bank account to cover all applicable Fees. The Monthly Subscription Fees and Monthly Utilization Fees (when applicable) will be charged from the date specified in the Order Form.

  3. Non-Sufficient Funds (NSF) Fee - In the event that a Pre-Authorized Debit (PAD) is returned due to insufficient funds in your account, you will be charged an administrative fee of $75. This fee may be automatically debited from your account along with the original payment amount on a subsequent attempt.

  4. Optional Instant Fund Transfer Service - Atlas offers the option to expedite payments via an instant fund transfer service. Should the Customer choose to utilize this optional service, the Customer agrees to pay a Service Fee equal to one percent (1%) of the total transfer amount, plus any applicable taxes. By selecting the instant transfer option, the Customer authorizes Atlas to debit the principal transfer amount, the service fee, and any applicable taxes on the fee from the Customer's account.  This Service Fee is waived if the instant transfer is initiated by Atlas for the purpose of addressing a matter resulting from Atlas’s actions.

  5. Change to Fees.  Atlas reserves the right to change the Fees at any time during the Term upon providing not less than 30 days prior notice to the Customer. 

  6.  Payment Failures. If a payment is declined or returned for any reason, Atlas may suspend access to the Services until payment is successfully received. The Customer will be responsible for any bank charges, administrative fees, or penalties incurred as a result of failed payments.

  7. Disputed Invoices or Charges. If the Customer believes Atlas has charged or invoiced the Customer incorrectly, the Customer must contact Atlas no later than 30 days after having been charged by Atlas or receiving such invoice in which the error appeared in order to request an adjustment.  In the event of a dispute, the Customer will pay any undisputed amounts and the Parties will work in good faith to resolve the dispute. 

  8. Taxes.  The Fees do not include applicable sales, use, gross receipts, value-added, personal property or other taxes.  The Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges, including any applicable interest and penalties payable in connection with the transactions contemplated by this Agreement, other than taxes based on the net income or profits of Atlas.


 4. Payments & Responsibilities

  1. Atlas-Managed Payments - For Customers who authorize Atlas to facilitate tip distribution, Atlas will perform the following transaction types on the Customer’s behalf:

    1. Funding Transactions 

      1. Atlas will initiate transfers to the Atlas Float (or Customer Account) as needed to maintain the minimum balance set out in the Application.

      2. Funding Transactions occur automatically or upon the Customer’s request, in order to meet the required float balance.

    2. Distribution Transactions

      1. Atlas will process the distribution of tips to the Customer’s Permitted Users according to the schedule selected in the Atlas Application or as otherwise directed in writing to Atlas.

      2. The Customer (or its Permitted Users) may change the frequency of distributions at any time by updating their settings in the Application or by sending written notice to their Atlas account manager.

  2. Customer-Managed Payments - If the Customer chooses not to use Atlas for tip distribution (for example, by paying tips via their own payroll provider, cash, or a third-party service), then:

    1. The Customer is solely responsible for all tip-related money-movement, reconciliation and compliance. 

    2. Atlas will have no liability or obligation for any funds, reporting, taxes or errors associated with tip payments made outside the Atlas platform. 

    3. The Customer remains responsible for maintaining any internal controls, statements and audit trails required under applicable law or their own policies.

5. Transactions – Failures, Holds, and Errors

  1. Failure or Delay of Transactions

Atlas is not liable for any failure or delay in completing a transaction due to:

  1. Lack of a transaction request from the Customer;

  2. Insufficient funds in the Customer Account;

  3. Rejected or returned debits by the Customer's bank;

  4. Rejected or returned payments by payees;

  5. Incorrect information provided by the Customer;

  6. Events beyond Atlas's control.

  1.  Holds on Transactions Atlas may place a hold on any transaction to verify the payee’s identity or the legality of the transaction. The Customer must provide any additional information requested. Atlas may deny or reverse Prohibited Transactions and is not liable for fees, penalties, or interest resulting from such actions.

  2. Errors Atlas will use reasonable commercial efforts to assist with correcting erroneous transactions, but makes no guarantees. Atlas is not liable for the inability to reverse or cancel a transaction. If funds are recoverable, they will be returned minus any applicable fees. The Customer is solely responsible for incorrect transaction instructions.


6.  Data Accuracy and Reconciliation

  1. Customer Responsibility for Data Accuracy Customers are responsible for entering data into Atlas or verifying data that Atlas has retrieved from the Customer system(s) through integrations or other means of data transfer. The Customer and/or their designated employees are solely responsible for reviewing these calculations and ensuring their accuracy before processing payouts. Atlas does not assume responsibility for discrepancies resulting from incorrect data input by the Customer, Customer’s employees, and/or third party systems used by the Customer and/or the Customer’s employees. If additional reconciliation is required, Atlas may charge a fee of $75 per reconciliation unless the discrepancy is due to a system error caused by Atlas.

  2. Tip Division Tool The Tip Division tool calculates payouts based on data provided by the Customer. The Customer must review payout reports before processing. If discrepancies arise, the Customer must notify Atlas. If errors are due to incorrect Customer data, a reconciliation fee of $75 may apply. If a discrepancy results from a system error or an integration built by Atlas, Atlas will correct the issue at no cost to the Customer. 

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