Terms and Conditions for Sellers of products through DirectFood.store
These terms and conditions are the contract between you and Wisebox Solutions Inc. ("us", "we", etc). By visiting or using DirectFood.store you agree to be bound by them.
If you use our Service, you do so in accordance with these terms. If you are unable to accept these terms, your only remedy is to no longer use our Website or App.
We are Wisebox Solutions Inc, incorporation number BC0960394, incorporated in British Columbia, Canada Our registered office is at 320-34077 Gladys Avenue, Abbotsford, BC V2S 2E8.
Means the commission you pay us, calculated as a percentage of the value of sales made by you through us, net of sales taxes.
Means the textual, visual or audio content that is encountered on DirectFood.store. It may include, among other things: text, images, sounds, videos and animations. It includes content Posted by you both directly to offer your Products for sale and indirectly, for any other purpose.
Includes any computer, device, work station, electronic application or electronic receiving device.
Means the monthly membership subscription we charge for hosting you as a supplier to our site visitors.
Means any website or Service designed for electronic access by mobile or fixed Device which is owned or operated by us. It includes all of the hardware and software installations that enable our website to function.
Means place on or into DirectFood.store any Content or material of any sort by any means.
Means any item offered for sale by you on DirectFood.store
Means all of the services available from DirectFood.store, whether free or charged. For the sake of good order "Service" does not include any service offered for sale on DirectFood.store by any person other than us.
In this agreement unless the context otherwise requires:
2.1. a reference to one gender shall include any or all genders and a reference to the singular may be interpreted where appropriate as a reference to the plural and vice versa.
2.2. a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
2.3. a reference to a person includes reference to that person's successors, legal representatives, permitted assigns and any person to whom rights and obligations are transferred or passed as a result of a merger, division, reconstruction or other re-organisation involving that person.
2.4. the headings to the paragraphs and schedules (if any) to this agreement are inserted for convenience only and do not affect the interpretation.
2.5. any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;
2.6. except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person;
2.7. in any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party, such cost calculated at $100 per hour.
2.8. all money sums mentioned in this agreement are calculated net of applicable sales taxes, which is to be charged when payment is due.
3.1. The relationship between us is solely that:
3.1.1 in consideration of the Membership charged by us, we provide you the ability to list and sell your products in our marketplace.
3.1.2 we act as your facilitator solely in providing a platform for you to list products for sale and facilitate the transaction between you and your buyer.
3.1.3 we are not, partners or joint venturers.
3.2. If you place a Product for sale on DirectFood.store you do so subject to these terms.
3.3. In consideration of the Membership and the Commission, we provide for you a marketplace accessible via DirectFood.Store. The amount of the Membership and the Commission are set out on Our Website and/or in your agreement with our payment processor.
3.4. We may change this agreement in any way at any time. The version applicable to your contract is the version which was Posted on Our Website at the time that the contract was made.
3.5. In contracting with users of DirectFood.store, we make certain assumptions as to your compliance with the law and to the procedures set out on DirectFood.store and named the "Service Level Commitment". You agree to comply [so far as your business model permits], with those procedures.
3.6. Insofar as we provide points of guidance on DirectFood.store, relating to product, packaging, and other practical matters, such guidance is not to be interpreted as appropriate to your particular Products or circumstances. They do not differentiate between the compliance requirements of different merchants nor do they cover exclusions which may apply to you or to some of your Products. Accordingly, your compliance must be provided by:
3.6.1 your business procedures;
3.6.2 all of the pre-purchase information you give to prospective buyers;
3.6.3 the content on your website.
3.7. Although we are not a party to your contract with a buyer introduced to you via DirectFood.store, we shall remove your Products from offer at our discretion if one or more customers or site visitors have a valid complaint against you.
3.8. Subject to this agreement and to the procedures set out on DirectFood.store you may enter a Product for sale through DirectFood.store.
4.1. You now warrant that:
4.1.1 you have the authority to enter into this agreement and bind the person or organisation named by you as the seller and licensor;
4.1.2 you own the copyright in all Content you may Post to DirectFood.store or that you have the permission of the owner to use it and to grant this licence to us.
4.1.3 you know of no lawful reason why any person should object to or claim for infringement of, any intellectual property right relating to any Content you may Post.
4.2. In Posting data through our Service you grant to us an irrevocable, sub-licensable, licence to display your Product in images and text in the public domain. In doing so you understand and accept that we shall grant a sub-licence to any person in any terms we may from time to time decide, to download your Product images or any other Content, to their Device.
4.3. We will use that licence only for commercial purposes in reference to DirectFood.Store and will stop using it after a commercially reasonable period of time.
4.4. You agree to waive of your right to be identified as the author and your right to object to derogatory treatment of your Content (i.e. moral rights).
4.5. You now irrevocably authorise us to publish from other users, therefore feedback, comments and ratings about your public domain activity through DirectFood.store, even though it may be defamatory or critical.
4.6. Posting Content does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.
4.7. You understand that you are personally responsible for your breach of intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you;
4.8. You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.
4.9. Please notify us of any security breach or unauthorised use of your account.
4.10. We do solicit ideas or text for improvement of our Services. If you do send us material of any sort, you are deemed to have granted to us a licence to use it in the terms set out at sub paragraph 4 above.
5.1. not knowingly to place any Product for sale which is not of merchantable quality.
5.2. to make suitable arrangements for the packaging and labelling of each Product, and for it to be ready for pickup by the date and time indicated in the notification you receive from DirectFood.store when orders are placed.
5.3. immediately to remove or set inventory to zero on DirectFood.store any Product which for any reason, you are unable to supply.
5.4. to set and maintain accurate inventory numbers for all Products placed for sale on DirectFood.store and to reserve that inventory for DirectFood.store to prevent overselling.
5.5. not to re-place any Product we remove from DirectFood.store.
6.1. When you visit DirectFood.store, you accept responsibility for any action done by any person in your name or under your account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.
6.2. You agree that you have provided accurate, up to date, and complete information about yourself. We are not responsible for any error made as a result of such information being inaccurate.
6.3. You agree to notify us of any changes in your information immediately.
6.4. We may terminate your account immediately and without notice to you if you fail to notify us of any such changes.
7.1. You agree that a contract to sell a Product offered by you is a firm and binding contract as soon as your customer's payment has been accepted by the payment service provider.
7.2. Deliveries of Products will be made from your premises, by post or by a carrier instructed by us subject to the contract between you and your customer.
7.3. In the absence of information to the contrary, you agree to package and label the Product before the date and time indicated in the notification to you from DirectFood.store when an order is placed.
7.4. If at any time, an order is not ready for pickup by the scheduled time you will investigate immediately and advise DirectFood.store of what you are doing to rectify the issue and when you expect to be able to have the Product ready for pickup. If DirectFood.store is not notified prior to the scheduled pick up time you will be responsible for the delivery costs of the failed pick up.
7.5. If it is apparent that an order pickup will not be ready within 2 days of the original scheduled pick-up date, DirectFood.store will refund the money paid to the customer, including the delivery charge which will in turn be charged to you. This is a condition of your contract with us because our reputation, as well as yours, is at stake in those circumstances and is a requirement for credit card processing rules.
7.6. Products may be offered for sale subject to any discount or promotion arranged between you and us.
7.7. Subject to discounts and promotions, Products are offered for sale at a fixed price. Applicable sales tax may be due and will be separately shown during the pay point. If not shown, it will not be charged.
7.8. All Products will be subject to a delivery charge which will be shown at the pay point. The delivery charge will be fixed by DirectFood.store according to our current shipping rates for the region.
7.9. You agree to comply with the requirements implied in the returns policy set out on DirectFood.store
8.1. We sell your Product at the price you place on it, subject to these terms and to subject also the requirements we set out on DirectFood.store from time to time.
8.2. Our processing fees are payable on demand. You irrevocably authorise us to include these in the sums deducted from your orders, at the rate indicated in your agreement with the payment processing provider.
8.3. DirectFood.store selling system is an automated system which can be followed by you through your "manage business" page in DirectFood.store.
If you accept our offer to advertise, market, or promote your Product, the following conditions apply.
9.1. We may use the services of a specialist internet marketing business associated with us.
9.2. The price charged to you will include any and all payments we make to others.
9.3. We give no guarantee as to the success of any advertising placed.
You warrant that:
10.1. any Product you place on DirectFood.store for sale:
10.1.1 does not infringe the intellectual property rights of any person;
10.1.2 does not offend against the law of any country whose citizens might purchase it;
10.1.3 is not intended primarily to advertise any business, except your business.
10.2. you own the intellectual and trade property rights in any Product you place on DirectFood.store for sale, or that you have the permission of the copyright owner:
10.2.1 to place the Product on DirectFood.store for sale;
10.2.2 to receive the net proceeds of such sales as arise;
10.2.3 to defend the copyright in the Product.
You agree to indemnify us against any loss, damage or liability, suffered by us at any time and arising out of:
11.1. any act, neglect or default of yours in connection with this agreement or with any Product of yours or with your use of our Services;
11.2. your breach of this agreement;
11.3. your failure to comply with any law;
11.4. any act, neglect or default by any agent, employee, licensee or customer of yours;
11.5. a contractual claim arising from your use of the Services
This indemnity shall include all costs reasonably incurred by us.
We invite you to contribute Content to DirectFood.store in several ways, as for example to upload information and sales material to promote your products/services. We have to regulate your use of DirectFood.store to protect our business and our staff, to protect other users of DirectFood.store and to comply with the law. These provisions apply to all users of DirectFood.store.
We do not undertake to moderate or check Content Posted, but we do protect our business vigorously. If we believe Content Posted breaches the law, we shall co-operate fully with the law enforcement authorities in whatever ways we can.
You agree that you will not use or allow anyone else to use DirectFood.store to Post Content, upload Content or undertake any activity which is or may:
12.1. be unlawful, or tend to incite another person to commit a crime;
12.2. be obscene, offensive, threatening, violent, malicious or defamatory;
12.3. be sexually explicit or pornographic;
12.4. be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
12.5. use a Posting to solicit responses unconnected with the purpose of DirectFood.store or the terms proposed by this agreement.
In connection with the restrictions set out below, we may refuse or edit or remove a Posting which does not comply with these terms.
In addition to the restrictions set out above, a Posting must not contain:
13.1. hyperlinks, other than those specifically authorized by us;
13.2. keywords or words repeated, which are irrelevant to the Content Posted.
13.3. the name, logo or trademark of any organisation other than yours.
13.4. inaccurate, false, or misleading information;
13.5. material or links to material that exploits people in a sexual, violent or other manner, or solicits personal information from anyone under 21 years old.
14.1. We are under no obligation to monitor or record the activity of any customer for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.
14.2. If you are offended by any Content, the following procedure applies:
14.2.1 Your claim or complaint must be submitted to us in the form available on DirectFood.store, or contain the same information as that requested in our form. It must be sent to us by post or email.
14.2.2 we shall remove the offending Content as soon as we are reasonably able;
14.2.3 after we receive notice of a claim or complaint, we shall investigate so far as we alone decide;
14.2.4 we are free to either re-instate your content, or not, as we decide.
If you violate DirectFood.store we shall take legal action against you.
You now agree that you will not, and will not allow any other person to:
15.1. modify, copy, or cause damage or unintended effect to any portion of DirectFood.store, or any software used within it.
15.2. link to our site in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser;
15.3. save a copy of any part of DirectFood.store other than to use it for its intended purpose on your device, without our express written consent;
15.4. collect or use any product listings, descriptions, or prices;
15.5. collect or use any information obtained from or about DirectFood.store or the Content except as intended by this agreement;
15.6. aggregate, copy or duplicate in any manner any of the Content or information available from DirectFood.store, other than as permitted by this agreement or as is reasonably necessary for your use of the Services;
15.7. hide or remove the banner advertisements on any page of DirectFood.store;
15.8. share with a third party any login credentials to DirectFood.store;
15.9. Despite the above terms, we now grant a licence to you to:
15.9.1 create a hyperlink to DirectFood.store for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any Product or Service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
15.9.2 you may copy the text of any page for your personal use in connection with our business.
16.1. All Content on DirectFood.store, for example page text, graphics, logos, images, audio clips, digital downloads, data compilations, and software, is the property of either us or our affiliates or suppliers of products for sale. It is all protected by international copyright laws.
16.2. You may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part, except as is expressly permitted in this agreement or with our written consent.
16.3. For the sake of good order you should note that copyright exists in compilations and graphic images, shapes and styles, as well as in raw text.
17.1. The law differs from one country to another. This paragraph applies so far as the applicable law allows.
17.2. All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
17.3. We make no representation or warranty that our Service will be:
17.3.1 useful to you;
17.3.2 of satisfactory quality;
17.3.3 fit for a particular purpose;
17.3.5 available or accessible, without interruption, or without error.
17.4. We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from DirectFood.store.
17.5. We shall not be liable to you for any loss or expense arising out of or in connection with your use of DirectFood.store, which is indirect or consequential loss, or economic loss or other loss of turnover, profits, business or goodwill. This applies whether in an action of contract, negligence or otherwise, even if such loss was reasonably foreseeable or we knew you might incur it.
17.6. We will do all we can to maintain access to DirectFood.store, but it may be necessary for us to suspend all or part of our Service for repairs, maintenance or other good reasons. We may do so without telling you first.
17.7. You acknowledge that our Service may also be interrupted for reasons beyond our control.
17.8. You agree that we are not liable to you for any loss whether foreseeable or not, arising as a result of interruption to our Service.
17.9. You now expressly release us from any and all claims and liability known and unknown, arising in any way from a dispute between you and a buyer.
17.10. DirectFood.store contains links to other Internet websites. We have neither power nor control over any such website. You acknowledge and agree that we shall not be liable in any way for the content of any such linked website, nor for any loss or damage arising from your use of any such website.
17.11. Our total liability under this agreement, however it arises, shall not exceed the sum of $100. This applies whether your case is based on contract, tort or any other basis in law.
17.12. This paragraph (and any other paragraph which excludes or restricts our liability or provides an indemnity to us) applies to our directors, officers, employees, subcontractors, agents and affiliated companies as well as to us.
17.13. If you become aware of any breach of any term of this agreement by any person, please tell us by e-mail at [email protected]. We welcome your input but do not guarantee to agree with your judgement.
17.14. Nothing in this agreement shall be construed as limiting or excluding our liability for death or personal injury caused by our negligence.
18.1. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
18.2. The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
18.3. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
18.4. Any legal communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery.
It shall be deemed to have been delivered:
if delivered by hand: on the day of delivery;
if sent by post to the correct address: within 5 business days of posting.
18.5. In the event of a dispute between us, you undertake to attempt to settle the dispute by engaging in good faith with us in a process of mediation before commencing arbitration or litigation.
18.6. In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
18.7. The validity, construction and performance of this agreement shall be governed by the laws of the Province of British Columbia, Canada and the parties agree that any dispute arising from it shall be litigated only in the Province of British Columbia, Canada, and the proceedings will be conducted in English.