Merchant Service Agreement

This Merchant Service Agreement (“Agreement”) is entered into between:

• “Cardeau” means Cardeau Inc., a corporation incorporated under the laws of the Province of Ontario, Canada, with its principal place of business in Toronto, Ontario.
• “Merchant” means the business entity, sole proprietor, or organization that creates an account on the Platform and agrees to this Agreement.
• “Platform” means the Cardeau SaaS platform, including the embeddable gift card widget, merchant dashboard, APIs, payment processing integrations, email delivery services, analytics, and all related technology and services.
• “Gift Card” means a digital prepaid card issued through the Platform with a monetary value denominated in Canadian dollars (CAD), redeemable at the issuing Merchant for goods or services.
• “Consumer” means any individual who purchases, receives, or redeems a Gift Card through the Platform.
• “Transaction Fee”means the platform fee of 5% (or as otherwise specified by the Merchant’s subscription plan) applied to each Gift Card purchase processed through the Platform.

Cardeau provides a digital gift card issuance and management platform designed for Canadian independent restaurants and retailers. The Platform enables Merchants to sell, deliver, and manage digital gift cards directly through their own websites and online presence.

The Platform includes:

• Embeddable widget:A branded gift card purchase interface that can be embedded on the Merchant’s website with a single script tag.
• Merchant dashboard: A web-based control panel for managing branding, card designs, settings, team members, redemptions, and analytics.
• Payment processing:Secure payment collection via Stripe Connect, with automatic fund transfers to the Merchant’s Stripe account.
• Email delivery: Automated delivery of gift cards to recipients via email, including purchase receipts and balance notifications.
• Analytics: Sales reporting, redemption tracking, revenue analytics, and business intelligence tools.
• Digital wallet passes: Apple Wallet and Google Wallet pass generation for consumer convenience.

Cardeau is a technology provider and payment facilitator. Cardeau is not a party to the gift card transaction between Merchant and Consumer. The Merchant is the sole issuer of Gift Cards and is solely responsible for honoring the value of all Gift Cards issued through the Platform.

By using the Platform, the Merchant agrees to:

• Honor all Gift Cards at face value. The Merchant must accept all Gift Cards issued through the Platform and redeem them at their full remaining balance without imposing any surcharge, discount, or limitation not disclosed at the time of purchase.
• Not impose additional fees or conditions on Gift Card redemption. This includes, without limitation, minimum purchase requirements, time-based restrictions, or limitations to specific products or services not disclosed at the time of sale.
• Comply with all Canadian consumer protection laws. Gift Cards must never expire, and no maintenance, dormancy, service, or inactivity fees may be imposed. This is required by federal and provincial law across all Canadian provinces and territories.
• Maintain an active Stripe Connect account. The Merchant must complete Stripe onboarding, including all required identity verification (KYC) and anti-money laundering (AML) checks, and maintain the account in good standing throughout the term of this Agreement.
• Provide accurate business information. All information provided during registration and onboarding must be truthful, complete, and current. The Merchant must promptly update any information that changes.
• Not use the Platform for illegal activities, money laundering, or fraud. The Merchant must not use Gift Cards or the Platform to facilitate any illegal activity, including but not limited to money laundering, terrorist financing, tax evasion, or fraudulent transactions.
• Designate at least one authorized account holder. The Merchant must identify at least one individual with authority to bind the Merchant to this Agreement and manage the Merchant’s account on the Platform.
• Keep redemption PINs secure. The Merchant is responsible for the security of all redemption PINs, access credentials, and authentication tokens associated with its account.
• Be responsible for all staff actions under their account. The Merchant is liable for all actions taken by any individual granted access to the Merchant’s account, including team members with Owner, Manager, or Cashier roles.

Cardeau agrees to:

• Provide reliable platform uptime of 99.5% (SLA). Cardeau will use commercially reasonable efforts to maintain Platform availability of at least 99.5% on a monthly basis, excluding scheduled maintenance windows communicated at least 48 hours in advance.
• Process payments securely via Stripe. All payment processing is handled by Stripe in accordance with PCI DSS Level 1 standards. Cardeau does not store, process, or have access to full credit card numbers or sensitive payment data.
• Deliver Gift Cards via email within 24 hours. While most Gift Cards are delivered within minutes, Cardeau guarantees delivery within 24 hours of successful payment, subject to fraud review and system availability.
• Maintain Canadian data residency. All personal data, transaction records, and merchant information will be stored and processed in Canadian data centres in compliance with PIPEDA and applicable provincial privacy laws.
• Provide merchant dashboard and analytics. Cardeau will provide access to a web-based dashboard for managing Gift Cards, branding, team members, and viewing sales analytics.
• Notify merchants of material platform changes with 30 days notice. Cardeau will provide at least 30 days written notice (via email) before implementing any material changes to Platform functionality, pricing, or this Agreement.

Cardeau offers the following subscription plans:

• Transaction Fees are deducted automatically from each Gift Card purchase via Stripe Connect’s application_fee_amount mechanism. The Merchant receives the purchase amount minus the applicable Transaction Fee and standard Stripe processing fees.
• There are no hidden fees, no setup fees, and no cancellation fees.
• Monthly subscription fees (Growth and Enterprise plans) are billed in advance on the first business day of each billing cycle via the Merchant’s payment method on file.
• Cardeau may adjust fees with 60 days written notice. The Merchant may terminate this Agreement without penalty if they do not accept the revised fees, provided notice is given before the new fees take effect.

Payment processing on the Platform is handled exclusively through Stripe Connect. The Merchant acknowledges and agrees to the following:

• Stripe onboarding required.The Merchant must complete Stripe’s onboarding process, including identity verification (Know Your Customer / KYC) and anti-money laundering (AML) checks, before Gift Cards can be sold through the Platform.
• Funds held by Stripe, not Cardeau.All consumer payments are collected by Stripe and held in the Merchant’s connected Stripe account. Cardeau does not hold, custody, or control merchant funds at any time.
• Cardeau acts as a payment facilitator, not a money services business. Cardeau facilitates the connection between the Merchant and Stripe. Cardeau is not a money transmitter, payment processor, or money services business.
• Automatic payouts.Funds are paid out to the Merchant’s bank account per Stripe’s standard payout schedule (typically 2 business days). The Merchant may configure their payout schedule in the Stripe Dashboard.
• Chargebacks and disputes are the Merchant’s responsibility. If a Consumer initiates a chargeback or payment dispute, the Merchant is responsible for responding to and resolving the dispute through Stripe’s dispute resolution process.
• Cardeau will assist with chargeback evidence. Cardeau will provide available transaction data and evidence to support the Merchant in defending against chargebacks, but makes no guarantees regarding the outcome of any dispute.

• Cardeau retains all IP in the Platform. All software, code, designs, algorithms, user interfaces, trademarks, trade names, and other intellectual property associated with the Cardeau Platform are owned by or licensed to Cardeau Inc. and are protected by Canadian and international intellectual property laws.
• Merchant retains ownership of their brand assets. All logos, images, trademarks, card designs, and other brand materials uploaded by the Merchant to the Platform remain the exclusive property of the Merchant.
• Merchant grants Cardeau a license to display brand assets. The Merchant grants Cardeau a non-exclusive, royalty-free, worldwide license to display, reproduce, and distribute the Merchant’s brand assets on Gift Cards, delivery emails, wallet passes, and the Platform interface for the sole purpose of providing the Platform services.
• Cardeau grants Merchant a non-exclusive license to use the embed widget. Cardeau grants the Merchant a non-exclusive, non-transferable, revocable license to use the embeddable widget on the Merchant’s website for the duration of this Agreement.

• Cardeau complies with PIPEDA and Quebec Law 25. Cardeau processes personal information in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and Quebec’s Act respecting the protection of personal information in the private sector (Law 25 / Bill 64).
• Consumer data shared with Merchant for Gift Card fulfillment only. Cardeau shares Consumer personal information (name, email address) with the Merchant solely for the purpose of fulfilling Gift Card transactions and enabling redemption. The Merchant may not use this data for any other purpose.
• Merchant must not sell or misuse Consumer data. The Merchant is prohibited from selling, renting, leasing, or otherwise disclosing Consumer personal information obtained through the Platform to any third party. Marketing use of Consumer data requires express consent obtained in compliance with CASL.
• Data residency: all data stored in Canada. All personal data, transaction records, and business information is stored and processed exclusively in Canadian data centres.
• Breach notification: within 72 hours. In the event of a privacy breach affecting Merchant or Consumer data, Cardeau will notify the affected parties and the relevant privacy commissioners within 72 hours, as required by PIPEDA and Law 25.

For full details on data handling, please refer to our Privacy Policy.

• Month-to-month agreement. This Agreement is effective from the date the Merchant creates an account and continues on a month-to-month basis. Either party may cancel at any time.
• Either party may terminate with 30 days written notice. Termination notice must be provided in writing via email to the other party’s designated contact address.
• Outstanding Gift Cards must still be honored by the Merchant. Termination of this Agreement does not release the Merchant from its obligation to honor all Gift Cards previously issued through the Platform. Canadian consumer protection law requires that Gift Cards be honored indefinitely.
• Cardeau will maintain Gift Card data for 7 years post-termination. In compliance with Canadian tax law and consumer protection regulations, Cardeau will retain Gift Card records, transaction logs, and related data for a minimum of 7 years following termination.
• Merchant responsible for refunds on unfulfilled Gift Cards after termination. If the Merchant ceases operations after termination, the Merchant is responsible for issuing refunds or making arrangements for any outstanding Gift Card balances, to the extent required by applicable law.

Cardeau may terminate this Agreement immediately and without notice if the Merchant breaches any material term of this Agreement, including fraud, illegal activity, or failure to honor Gift Cards.

• Cardeau’s total liability is limited to fees paid in the last 12 months. To the maximum extent permitted by applicable law, Cardeau’s total aggregate liability to the Merchant for any and all claims arising out of or related to this Agreement or the Platform shall not exceed the total fees paid by the Merchant to Cardeau in the twelve (12) months preceding the event giving rise to the claim.
• Cardeau is not liable for: Merchant service quality, business closure, consumer disputes regarding goods or services, lost revenue due to Gift Card redemptions, or any indirect, incidental, special, consequential, or punitive damages.
• Merchant indemnifies Cardeau against claims from Consumers. The Merchant agrees to indemnify, defend, and hold harmless Cardeau and its officers, directors, employees, and agents from any and all claims, damages, losses, and expenses (including reasonable legal fees) arising from the Merchant’s use of the Platform, failure to honor Gift Cards, breach of this Agreement, or violation of applicable law.
• Cardeau indemnifies Merchant against claims from platform failures. Cardeau agrees to indemnify the Merchant from claims directly resulting from a material failure of the Platform, including security breaches attributable to Cardeau’s infrastructure, payment processing errors caused by Cardeau (not Stripe), and delivery failures caused by Cardeau’s email systems.
• Neither party is liable for force majeure events. Neither party shall be liable for any delay or failure to perform its obligations due to events beyond its reasonable control, including natural disasters, war, government actions, power failures, internet outages, pandemics, or acts of terrorism.

The parties agree to resolve disputes arising under this Agreement through the following escalation process:

1. Good faith negotiation (30 days). The parties will first attempt to resolve any dispute through direct, good faith negotiation between designated representatives for a minimum period of thirty (30) days from written notice of the dispute.
2. Mediation (60 days). If the dispute is not resolved through negotiation, the parties agree to submit the dispute to mediation administered by a mutually agreed-upon mediator in Toronto, Ontario, for a period not to exceed sixty (60) days.
3. Arbitration as final resort. If mediation fails, the dispute shall be resolved by binding arbitration conducted in Toronto, Ontario, in accordance with the Arbitration Act, 1991 (Ontario). The decision of the arbitrator shall be final and binding on both parties.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Both parties agree to comply with all applicable Canadian federal and provincial laws, including but not limited to:

• Consumer protection laws (all provinces). Gift Cards issued through the Platform shall never expire. No maintenance, dormancy, service, or inactivity fees may be imposed on Gift Cards. These requirements are mandated by federal and provincial consumer protection legislation across all Canadian provinces and territories.
• Quebec language requirements (Bill 96 / Charter of the French Language). Merchants operating in Quebec must ensure that all consumer-facing content, including Gift Card designs, delivery emails, and widget text, is available in French and that French is at least as prominent as English.
• CASL (Canada’s Anti-Spam Legislation). Both parties must comply with CASL for all commercial electronic messages. Express consent must be obtained before sending marketing communications. Transactional emails (Gift Card delivery, receipts, balance notifications) are exempt.
• FINTRAC / AML. Cardeau is not a money services business (MSB) as all funds are held by Stripe. If the Merchant becomes aware of any suspicious transactions, it must report them to Cardeau immediately.
• PIPEDA and Quebec Law 25.Both parties must handle personal information in accordance with the Personal Information Protection and Electronic Documents Act and, where applicable, Quebec’s Law 25 (Bill 64).

Each party agrees to keep confidential all proprietary and confidential information received from the other party in connection with this Agreement, including but not limited to:

• Business plans, pricing strategies, and financial information.
• Technical information, software, algorithms, and system architecture.
• Customer and consumer data.
• Marketing strategies and unpublished business information.

Exclusions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law, regulation, or court order.

Confidentiality obligations survive termination of this Agreement for a period of three (3) years.

• Entire agreement. This Agreement, together with the Terms & Conditions and Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, discussions, negotiations, and understandings, whether oral or written.
• Amendment. This Agreement may only be amended by written consent of both parties, except that Cardeau may update this Agreement with 30 days notice as described in Section 4.
• Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect.
• No waiver.The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party’s right to enforce that provision or any other provision in the future.
• Assignment. Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Cardeau may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
• Notices. All notices required or permitted under this Agreement shall be in writing and sent via email to the designated contact address of the receiving party. Notices are deemed received on the date of delivery.