Terms of Service

Effective Date: September 21, 2026

These Terms of Service ("Terms") govern your access to and use of inocean ROP, IECSP.com, related websites, applications, software, APIs, hosting environments, restaurant websites, point-of-sale systems, back-office systems, demonstration environments, and related services provided by Maginut Inc. ("Maginut", "we", "us", or "our").

By accessing or using the Services, you agree to these Terms. If you use the Services on behalf of a business or other organization, you represent that you have authority to accept these Terms on its behalf.

1. Our Services

inocean ROP is a Restaurant Operating Platform designed primarily for independent restaurants, growing restaurant businesses, multi-location restaurants, and related food-service operations.

Depending on the customer's configuration and service arrangement, the Services may include:

Restaurant websites;
Online ordering;
Restaurant reservations;
Point-of-sale ("POS") functionality;
Table and floor management;
Queue and pickup management;
Kitchen Display Systems ("KDS");
Tablet and iPad ordering;
QR dine-in ordering;
Customer loyalty functionality;
Inventory management;
Recipe and Bill of Materials ("BOM") management;
Purchasing and procurement;
Supplier management;
Receiving and stocktaking;
Central kitchen and stock transfer functionality;
Multi-location operations;
Reporting and analytics;
AI-assisted business and operational tools;
APIs and third-party integrations;
Cloud hosting and infrastructure;
Technical support and related services.

The specific features available to a Customer may depend on the applicable product version, deployment architecture, hardware, third-party integrations, service arrangement, and technical availability.

2. Platform Model and Feature Availability

inocean ROP is designed around a same-platform, no-feature-lock model.

Unless otherwise stated in a written agreement, different service plans do not represent separate software editions with artificially restricted core functionality.

Service pricing may instead vary according to:

Cloud infrastructure requirements;
Number of terminals or devices;
Restaurant size;
Number of locations;
Data and storage requirements;
Integration requirements;
Technical support requirements;
Service-level requirements;
Custom development or configuration;
Other operational requirements.

Certain capabilities may nevertheless require additional infrastructure, hardware, third-party services, custom development, or a separate commercial agreement.

The availability of a feature on the website does not constitute a guarantee that such feature is available for every deployment or customer environment.

3. Website Setup Services

Maginut may provide restaurant website setup services separately from the ongoing Restaurant Operations service.

Website setup may include, depending on the selected package:

Branded restaurant website;
Online ordering;
Reservation functionality;
Dynamic menu;
Multi-language content;
SEO and GEO configuration;
Independent domain configuration;
Initial menu setup or migration;
Other agreed website configuration.

Website setup fees are generally one-time service fees unless otherwise stated in an order, quotation, or written agreement.

Website setup fees do not automatically include ongoing hosting, Restaurant Operations services, third-party service fees, domain registration fees, payment processing fees, delivery marketplace fees, or other recurring costs unless expressly stated.

Custom website projects may be governed by a separate quotation, statement of work, or service agreement.

4. Restaurant Operations Services

Restaurant Operations services are recurring services that may include cloud infrastructure, hosting, software deployment, updates, maintenance, and support according to the applicable service plan.

Current service pricing is published on the IECSP pricing page and may be updated from time to time.

Unless otherwise agreed in writing:

Monthly services are billed monthly;
Annual pricing may be available for qualifying subscriptions;
Monthly and annual prices may differ;
Custom infrastructure and enterprise services may be quoted separately;
Third-party charges are not included unless expressly stated.

The applicable pricing page, order form, quotation, or service agreement forms part of the commercial terms applicable to the Customer.

5. Sponsored Program

Maginut may offer sponsored or no-fee service access to qualifying restaurants.

Sponsored access is not an unconditional entitlement and may be subject to:

Application;
Eligibility requirements;
Verification;
Approval;
Availability of sponsored capacity;
Program limits;
Infrastructure availability.

Sponsored access may be offered to newly opened restaurants, financially challenged independent restaurants, or other qualifying businesses according to the current sponsorship program.

A sponsored account does not automatically include ongoing technical support, custom development, hardware, third-party services, or guaranteed infrastructure capacity unless expressly stated.

Maginut may modify, suspend, or discontinue the sponsored program for future applicants.

Where a sponsorship has already been expressly approved for a defined period, Maginut will make reasonable efforts to honor the approved sponsorship subject to these Terms and the applicable program conditions.

6. Subscription Billing and Price Changes

Applicable fees are displayed on the Pricing page, order form, quotation, or service agreement.

Prices may change from time to time.

Unless otherwise agreed:

Future pricing changes will not retroactively change fees already paid for a committed billing period;
New prices may apply upon renewal or to future billing periods;
Custom services may be repriced based on infrastructure or service requirements;
Taxes, payment-processing fees, domain fees, hardware costs, and third-party charges may be additional.

The Customer is responsible for providing accurate billing information and maintaining a valid payment method where automatic billing is used.

7. Cancellation and Termination by Customer

A Customer may cancel a recurring service according to the cancellation process applicable to the subscription.

Unless otherwise stated in a written agreement:

Cancellation stops future recurring charges;
Fees already paid for the current billing period are generally non-refundable;
Cancellation does not automatically cancel third-party services purchased separately;
Website setup fees and completed custom development fees are generally non-refundable once the applicable work has been delivered or commenced.

Custom contracts, annual commitments, or separately negotiated agreements may contain different cancellation provisions.

8. Account and Access

Customers are responsible for:

Maintaining the confidentiality of account credentials;
Controlling access to their accounts;
Assigning appropriate permissions to employees and users;
Ensuring that authorized users comply with these Terms;
Maintaining the security of devices used to access the Services;
Promptly notifying Maginut of suspected unauthorized access.

Customers are responsible for activities conducted through their accounts except where caused by Maginut's failure to maintain reasonable security measures.

9. Customer Data

The Customer retains ownership of business and operational information submitted to the Services ("Customer Data").

Customer Data may include:

Orders;
Products;
Menus;
Recipes;
Inventory;
Purchasing records;
Supplier information;
Employee accounts;
Reservations;
Customer records;
Reports;
Configuration data;
Other business information entered by the Customer.

Maginut does not acquire ownership of Customer Data merely because such data is stored or processed by the Services.

The Customer grants Maginut a limited, non-exclusive right to host, process, transmit, store, back up, secure, and otherwise process Customer Data as reasonably necessary to provide, maintain, secure, and improve the Services.

Maginut does not sell Customer Data as a product.

Customer Data associated with one restaurant is not intentionally shared with another restaurant for that restaurant's independent business purposes.

10. Customer Responsibility for Data

The Customer remains responsible for:

The legality and accuracy of Customer Data;
Obtaining required notices and consents from its customers and employees;
Employee access and permissions;
Data retention requirements;
Tax and accounting records;
Food safety records;
Employment records;
Compliance with applicable privacy and other laws.

The Customer is responsible for determining what information it is legally permitted to collect and store.

11. Data Processing and Service Providers

Maginut may use infrastructure providers, hosting providers, cloud services, security services, communication services, analytics providers, AI providers, payment providers, and other service providers reasonably necessary to operate the Services.

Such providers may process Customer Data only to the extent necessary to provide their applicable services.

Depending on the deployment, Customer Data may be hosted or processed in Canada, the United States, or another jurisdiction applicable to the selected infrastructure or service.

Custom customers may negotiate additional data-location, security, or infrastructure requirements under a separate agreement.

Additional information is provided in Maginut's Privacy Policy and Data Processing documentation.

12. AI Services

inocean ROP may provide AI-assisted features for marketing, content generation, analytics, operational analysis, recommendations, menu processing, customer engagement, or other business functions.

AI-generated information is provided as an assistance tool and should not be treated as a guaranteed business outcome, professional advice, or factual authority.

Customers remain responsible for reviewing AI-generated content, recommendations, classifications, calculations, or other outputs before relying on them for business decisions.

AI functionality may depend on third-party AI providers and may change as underlying technologies, models, APIs, or service policies change.

Unless expressly stated otherwise, Maginut does not guarantee that AI-generated output will be accurate, complete, unique, error-free, or suitable for a particular business purpose.

13. Website Content and Customer Materials

Where Maginut creates or configures a restaurant website for a Customer, the Customer remains responsible for the accuracy and legality of its business content, including:

Restaurant name;
Business information;
Menu descriptions;
Prices;
Product images;
Allergens;
Nutrition information;
Promotions;
Reservation policies;
Refund policies;
Contact information;
Other customer-facing information supplied by the Customer.

The Customer grants Maginut the necessary rights to use, reproduce, modify, display, and publish Customer-provided materials solely for providing the agreed Services.

Customers are responsible for ensuring that they have the necessary rights to all images, logos, text, trademarks, and other materials supplied to Maginut.

14. Domain Names

Where a Customer uses its own domain name, the Customer remains responsible for ownership and renewal of that domain unless domain registration is expressly provided by Maginut.

Maginut may assist with DNS configuration and domain connection, but domain registration and renewal are subject to the applicable registrar's policies and fees.

Maginut is not responsible for loss of a domain resulting from failure to renew, inaccurate registration information, registrar suspension, or other events outside Maginut's reasonable control.

15. Online Ordering and Reservations

The Services may provide online ordering and reservation functionality.

Maginut provides the technology used to facilitate such functionality but does not itself guarantee:

Customer demand;
Order volume;
Reservation volume;
Restaurant availability;
Customer attendance;
Sales performance;
Business revenue.

The Customer remains responsible for fulfilling orders, honoring reservations, maintaining accurate availability, and complying with applicable consumer, food-service, tax, and other laws.

16. Payments

inocean ROP may provide payment-related functionality as part of the POS and online ordering platform.

Unless expressly stated otherwise, Maginut is not:

A bank;
A credit-card network;
A merchant acquirer;
A financial institution;
A payment processor.

Payment processing may be provided by independent third-party payment providers.

The applicable payment provider controls payment authorization, settlement, chargebacks, payment accounts, and other financial processing matters.

Customers must comply with the applicable payment provider's terms and requirements.

Maginut is not responsible for payment failures caused by card networks, banks, payment processors, declined transactions, fraud controls, merchant-account restrictions, terminal failures, or telecommunications failures outside Maginut's reasonable control.

17. Third-Party Services and Integrations

The Services may integrate with third-party services, including:

Payment processors;
Delivery marketplaces;
Messaging services;
AI providers;
Hosting providers;
Domain registrars;
Accounting systems;
Hardware;
Other business applications.

Third-party services are governed by their own terms, policies, pricing, and availability.

Maginut does not guarantee the continued availability, compatibility, pricing, security, or functionality of third-party services.

A third-party service may change, restrict, discontinue, or charge for its API or integration without Maginut being able to prevent such changes.

18. Intellectual Property

The Services, software, source code, interfaces, designs, documentation, trademarks, service marks, logos, and related technology are owned by or licensed to Maginut unless otherwise stated.

Nothing in these Terms transfers ownership of the Services or Maginut's intellectual property to the Customer.

The Customer receives only the rights necessary to use the Services during the applicable service period.

Customer Data and Customer-owned materials remain the property of the Customer or their respective owners.

19. Open Source Software

inocean ROP incorporates open-source software and technologies, including components based on Shopware and other open-source projects.

Those components remain subject to their applicable open-source licenses.

Nothing in these Terms is intended to restrict rights granted to the Customer under an applicable open-source license.

20. Demonstration, Preview, and Beta Services

IECSP may provide demonstration environments, preview features, test environments, beta functionality, or experimental features.

Such environments may contain simulated, incomplete, or non-production information.

Demonstration and beta services may:

Change without notice;
Be reset;
Be unavailable;
Contain incomplete functionality;
Contain test data;
Be discontinued.

Customers must not rely on demonstration environments as production systems.

21. Service Availability and Maintenance

Maginut aims to provide reliable Services but does not guarantee uninterrupted or error-free operation unless a separate written Service Level Agreement ("SLA") applies.

Services may be temporarily unavailable because of:

Software updates;
Security maintenance;
Database maintenance;
Infrastructure maintenance;
Backup operations;
Emergency repairs;
Internet or telecommunications failures;
Cloud infrastructure failures;
Third-party service failures;
Hardware failures;
Events beyond Maginut's reasonable control.

Where reasonably practicable, scheduled maintenance may be communicated in advance.

Emergency maintenance may occur without advance notice where necessary to protect security, data integrity, or system availability.

Starter and sponsored services do not include a contractual uptime SLA unless otherwise agreed in writing.

Business support is provided during the support hours published for the applicable service plan.

Custom customers may negotiate separate SLA terms.

22. Backup and Data Recovery

Maginut maintains backup procedures designed to reduce the risk of permanent data loss.

Depending on the deployment architecture, backups may include:

Scheduled database backups;
Transaction or binary-log recovery;
Off-site backup storage;
Backup verification procedures.

Backup retention periods may vary according to infrastructure and service configuration.

Backups are primarily intended for disaster recovery and are not a substitute for the Customer maintaining its own required business records.

Where technically feasible, Maginut may restore Customer Data following infrastructure failure, database corruption, accidental data loss, or certain security incidents.

Customer-requested restoration may be subject to technical limitations, service-plan limitations, downtime, or additional fees.

23. Data Export and Termination

Upon termination of a paid production service, Customers may request an export of reasonably accessible Customer Data, subject to the technical capabilities of the applicable system and any separate agreement.

The Customer is responsible for requesting and downloading required data before service termination where practical.

Following termination, Customer Data may remain temporarily in active systems, backups, or disaster-recovery systems.

Backup copies may remain until they expire according to normal backup rotation.

After applicable retention periods expire, Customer Data may be securely deleted or anonymized, subject to legal, accounting, security, or operational retention requirements.

24. Acceptable Use

Customers must not use the Services to:

Violate applicable law;
Commit fraud;
Distribute malware;
Gain unauthorized access to systems;
Interfere with system security;
Intentionally overload infrastructure;
Circumvent access controls;
Attempt to compromise the security of the Services;
Reverse engineer or attempt to defeat security mechanisms except where such restriction is prohibited by applicable law;
Use the Services for unlawful activities.

Maginut may take reasonable technical or administrative measures to protect the Services and other customers from abuse.

25. Suspension

Maginut may temporarily suspend access where reasonably necessary because of:

Non-payment;
Security threats;
Unlawful activity;
Abuse;
Material violation of these Terms;
Excessive infrastructure usage;
Third-party provider requirements;
Circumstances requiring immediate action to protect the Services, Customer Data, Maginut, or other customers.

Where reasonably practicable, Maginut will provide notice before suspension for non-payment or other curable violations.

Emergency suspension may occur without advance notice where necessary to protect security or system integrity.

26. Termination by Maginut

Maginut may terminate a Customer's Services where:

The Customer materially violates these Terms;
The Customer fails to pay applicable fees;
Continued service would violate applicable law;
The Customer engages in fraudulent, abusive, or unlawful activity;
A third-party service or infrastructure provider makes continued service commercially or technically impractical;
The applicable service is discontinued.

Where termination is not required immediately for legal, security, or operational reasons, Maginut will make reasonable efforts to provide notice.

27. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Services are provided on an "as is" and "as available" basis.

Maginut does not warrant that:

The Services will be uninterrupted;
The Services will be error-free;
Every feature will remain available;
The Services will satisfy every specific business requirement;
AI output will be accurate;
The Services will increase sales or reduce costs;
Online ordering will generate a particular amount of revenue;
Reservations will generate a particular amount of business;
Inventory calculations will eliminate all discrepancies;
Third-party integrations will remain available or compatible.

The Services are business software tools and are not a substitute for the Customer's own operational, accounting, tax, legal, employment, food safety, or business judgment.

28. Limitation of Liability

To the maximum extent permitted by applicable law, Maginut will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of:

Profits;
Revenue;
Business opportunities;
Goodwill;
Anticipated savings;
Data;
Business interruption.

Maginut is not responsible for losses resulting from:

Customer configuration;
Customer misuse;
Incorrect Customer Data;
Unauthorized access caused by Customer credentials;
Third-party payment providers;
Third-party integrations;
Internet or telecommunications failures;
Hardware outside Maginut's control;
Cloud infrastructure failures outside Maginut's reasonable control;
Events of force majeure.

To the maximum extent permitted by applicable law, Maginut's aggregate liability arising from the Services will not exceed the greater of:

(a) the fees actually paid by the Customer to Maginut for the Services during the twelve months immediately preceding the event giving rise to the claim; or

(b) CAD $100.

For sponsored or no-fee accounts, the applicable liability limitation remains subject to applicable law.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

29. Indemnification

To the maximum extent permitted by applicable law, the Customer agrees to indemnify and hold harmless Maginut and its directors, officers, employees, contractors, and service providers from claims, losses, liabilities, damages, and reasonable expenses arising from:

Customer's unlawful use of the Services;
Customer Data;
Customer-provided content;
Customer's violation of these Terms;
Customer's violation of third-party rights;
Customer's failure to obtain required permissions or consents.

This section does not apply to the extent a claim is caused by Maginut's own unlawful conduct or obligations that cannot legally be transferred to the Customer.

30. Changes to the Services

Maginut may modify, improve, replace, or discontinue features, interfaces, infrastructure, integrations, or other parts of the Services.

The technology underlying the Services may evolve as Maginut adopts new software, infrastructure, security technologies, AI systems, or third-party services.

Maginut will make reasonable efforts to avoid materially disrupting active production services.

31. Changes to These Terms

Maginut may update these Terms from time to time.

The updated Terms will be posted on IECSP.com with a revised effective date.

For material changes affecting existing paid services, Maginut may provide reasonable notice where appropriate.

Continued use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms, to the extent permitted by applicable law.

32. Governing Law

These Terms are governed by the laws of the Province of British Columbia and the applicable laws of Canada.

Subject to applicable law, disputes arising from these Terms or the Services will be resolved by the courts of British Columbia.

33. Entire Agreement

These Terms, together with any applicable:

Order form;
Pricing agreement;
Service agreement;
Statement of work;
SLA;
Privacy Policy;
Data Processing terms;

constitute the agreement between the Customer and Maginut regarding the applicable Services.

If there is a conflict between these Terms and a separately signed written agreement, the separately signed agreement will control to the extent of the conflict.

34. Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, the remaining provisions will continue in effect to the maximum extent permitted by law.

35. Contact

Maginut Inc.

Email: info@maginut.com

Website: IECSP.com

inocean ROP — The Restaurant Operating Platform for Independent Restaurants.