CANADA POST “CANADA SHOPS” MARKETPLACE AGREEMENT

This CANADA POST “CANADA SHOPS” MARKETPLACE AGREEMENT sets out the terms by which Canada Post Corporation (“Canada Post”) will provide, and Sellers will use, Marketplace Services for a limited duration as a proof of concept.

 

 

1.      CANADA POST “CANADA SHOPS” MARKETPLACE AGREEMENT

 

1.1     This CANADA POST “CANADA SHOPS” MARKETPLACE AGREEMENT consists of the terms and conditions herein, and any other documents that are incorporated by reference, as all may be updated from time to time (the “Agreement”). 

1.2     The Agreement will begin on the date Seller registers for and starts using Marketplace Services (“Effective Date”) and will remain in effect until January 31^st,2026,unless terminated earlier under Section 12 (the “Term”). Canada Post reserves the right to extend the Term in its sole discretion.

1.3     Whenever used in this Agreement, the terms set out in Section 20 will have the respective meanings set out therein.

2.      THE MARKETPLACE

2.1     Canada Post’s Role

2.2     Canada Post will, in accordance with this Agreement, provide, operate and curate the “Canada Shops” Marketplace through the Marketplace Services to enable Seller to list, sell, and have delivered Seller’s eligible and curated products to third party customers (“Customers”) within Canada only. All transactions between Seller and a Customer are between Seller and Customer. Seller will be the seller of record. Notwithstanding Canada Post providing the Marketplace Services to Seller, Canada Post is not a party to any transaction between Seller and Customer in the “Canada Shops” Marketplace.

2.3     Seller Eligibility

2.3.1        To be able to use Marketplace Services, Sellers must as of the Effective Date, for the duration of the Term, meet the following eligibility criteria:

A.     Seller must have an ecommerce presence on either a Third Party website (e.g. Shopify) or their own website (“Ecommerce Site”); and

B.      Seller must meet at least one of the three following criteria:

(i)      Seller’s products to be sold in the “Canada Shops” Marketplace must have been designed or conceived in Canada; or

(ii)    Seller’s products to be sold in the “Canada Shops” Marketplace must have been made in Canada (partly or wholly); or

(iii)   If the Seller is a business, the business must be owned and operated in Canada, or if the Seller is an individual, the individual must be a resident of Canada.

2.3.2        If at any time during the term of this Agreement, the Seller fails to meet the eligibility criteria outlined in this Section 2.3, the Agreement may be terminated by Canada Post with immediate effect pursuant to Section 12.

2.3.3        Prohibited Uses of the “Canada Shops” Marketplace

2.3.3.1  Seller agrees that it will not (a) interfere with other listings in the “Canada Shops” Marketplace, (b) take any action that undermines any rating or review system available in the “Canada Shops” Marketplace, or (c) do anything to solicit shoppers away from the “Canada Shops” Marketplace to their own Ecommerce Site or any other buying channel.

3.      PRODUCTS

3.1     In order to sell a product in the “Canada Shops” Marketplace, Seller must first submit the Product Information (as defined in Section 3.1.1) to Canada Post who will approve or reject listing the product for sale on the “Canada Shops” Marketplace. Canada Post reserves the right to reject any product at any time and for any reason.

3.1.1        Product Information

Seller will complete the product listing on Marketplace as required and, as requested,  provide to Canada Post information pertaining to each product Seller wishes to sell in the “Canada Shops” Marketplace including, but not limited to: name; brand; price; dimensions; weight; legal disclaimers, warnings, and notices; other terms and conditions required for customer awareness in Seller’s opinion; and any other information that may requested by Canada Post at any time (“Product Information”).

3.1.2        Seller will notify Canada Post if edits or updates are required to the Product Information.

3.1.3          Seller will provide Product Information in both English and French. The Seller may engage Canada Post to provide translation services for the following fee: $0.28 per word, plus applicable taxes. Translations must adhere to the following:

(i)    All product information, including product description(s), name(s),  trademark(s), slogan(s), tagline(s), logo(s), etc. must be provided to CPC in English and French;

(ii)  Only human translation will be accepted. All translations translated with AI  tools may be refused and will not be published; and

(iii)               CPC reserves the right to modify any translations provided by the Seller in English and French to meet its quality standards.

 

3.1.4        Seller remains fully responsible and liable for the accuracy and completeness the Product Information, and Canada Post does not assume any responsibility or liability any error, omission or inaccuracy in Product Information.

3.1.5        Product Curation

3.1.5.1  Seller understands that which products may be offered for sale on “Canada Shops” Marketplace is at the sole discretion of Canada Post. Products will be subject to a curation process and may be subject to periodic review.

3.1.5.2  The curation process may involve reviewing Product Information, categorization within then current “Canada Shops” categories, product’s adherence to “Canada Shops” Marketplace’s vision, the terms of this Agreement, and other information deemed relevant by Canada Post.

3.1.5.3  Once approved for sale by Canada Post, the product becomes a “Product” eligible to be offered for sale in the “Canada Shops” Marketplace and will be given its own Product Identification Number (“Product ID”) by Canada Post.

3.1.5.4  Canada Post reserves the right to remove or delist Products that no longer meet the “Canada Shops” Marketplace standards, are underperforming, or violate any terms outlined in this Agreement.

3.1.6        Prohibited Types of Products

3.1.6.1  The following types of products are not permitted to be offered for sale or sold in the “Canada Shops” Marketplace: stolen goods or illegally obtained items; used products; adult content or pornography; tobacco or vaping products; counterfeit products or products bearing trademarks without owner’s permission, and prescription medication. Further, any types of product that meet the description of “non-mailable matter” pursuant to Canada Post’s Non-mailable Matter Regulations, as amended from time to time, are not permitted to be offered for sale or sold in the “Canada Shops” Marketplace. Any such prohibited type of product will be rejected or removed from the “Canada Shops” Marketplace.

3.1.6.2  Subscription-based products are not permitted in the “Canada Shops” Marketplace.

3.1.6.3  All Products for sale and sold in the “Canada Shops” Marketplace must be new. No used, returned, previously owned, or refurbished products are allowed for sale.

3.1.6.4  All Products for sale and sold in the “Canada Shops” Marketplace may be new, returned but in original condition, open box in original condition, or refurbished products that are allowed for sale.

3.2     Equality with Seller Sales Channels

3.2.1        Seller will ensure there is equality between the offerings (e.g. listing price and other terms including but not limited to the discounts, minimum price, warranties, return and refund policies, after sales service etc. regarding the sale of the same Seller Product) by Seller on other ecommerce platform and offerings on Marketplaces.

3.3    Orders, Inventory, and Shipping

3.3.1        Orders

3.3.1.1  Customers will place orders in the “Canada Shops” Marketplace using the “Canada Shops” Marketplace tools and Canada Post will collect proceeds from transaction on behalf of Seller. Seller agrees that Canada Post is Seller’s agent to accept payment for sold Products.

3.3.1.2  Canada Post will transmit the order to Seller through the Marketplace Services, and Seller will fulfill all orders.

3.3.1.3  Seller agrees to ensure at its own cost that all products sold are properly packaged to prevent damage during shipping.

3.3.2        Inventory

3.3.2.1  Seller agrees to be solely responsible for managing its inventory Products for the “Canada Shops” Marketplace. This includes accurately updating product availability as per the request of Canada Post, maintaining stock levels, and promptly removing listings for out-of-stock items. Seller agrees to ensure that all listed products are in their possession and available for sale at the time of listing. In the event of overselling or inaccuracies in inventory management leading to unfulfilled orders, Seller accepts liability and agrees to provide appropriate remedies to affected Customers.

3.3.3        Shipping

3.3.3.1  The Product ordered must be shipped by Canada Post’s shipping service.

3.3.3.2  Canada Post shipping policies, requirements, and terms and conditions are available here: Canada Post Parcel Services Customer Guide (May 1, 2024)

3.3.3.3  Canada Post will charge the Seller a $9.99CA flat rate  for packages up to and including 4kg. Canada Post reserves the right to update or modify the flat rate at any time during the Term of the Agreement. Post shipping fees, plus applicable taxes will apply for return packages over 4kg, rate to be calculated and provided in the Seller Platform prior to the Seller accepting the order.

3.3.3.4  Expedited Domestic terms and conditions (available here: Canada Post Parcel Services Customer Guide (May 1, 2024)) will apply to returns under this Agreement.

3.3.3.5  The following fulfillment standards will apply to orders placed through “Canada Shops” Marketplace. Seller must acknowledge the order within 24 hours of receipt. Fulfillment of orders must happen within 24 business hours of acknowledgement.

3.3.4        Risk of Fraud

As between Canada Post and Seller, (i) Canada Post will bear the risk of credit card fraud in connection with Orders and delivery related service, and (ii) Seller will bear all other risks of fraud or loss.

3.4     Product Issues

3.4.1        Pricing and Pricing Errors The pricing and posting of pricing of Products is the sole responsibility of the Seller. All prices in the “Canada Shops” Marketplace must be in Canadian dollars. If the Seller makes a mistake in a Product’s posted price and an order is placed under the incorrect price in the “Canada Shops” Marketplace, the Seller will honour the incorrect price.

 

3.4.2        Returns

3.4.2.1  Notwithstanding Seller’s returns policy in its Ecommerce Site, the following returns policy and processes apply to Products sold in the “Canada Shops” Marketplace:

(a)   Eligible Products may be returned up to 30 days from the date the order is placed by Customer;

(b)   Canada Post will charge the Seller a $9.99CA flat rate for return packages up to and including 4kg. Canada Post reserves the right to update or modify the flat rate at any time during the Term of the Agreement. Outgoing Canada Post shipping fees will apply for return packages over 4kg; The return fee plus applicable taxes is charged for applicable valid ‘Return reasons for charges’ only.

(c)    Expedited Domestic terms and conditions ( Canada Post Parcel Services Customer Guide (May 1, 2024) ) will apply to returns under this Agreement.

3.4.2.2  Canada Post’s Expedited Domestic shipping service Includes liability coverage of up to $100CA subject to Canada post insurance policy available here. Additional liability coverage of up to $5000CA is available for a fee.

3.4.2.3  As the “Canada Shops” Marketplace will allow for Seller and Customers to interact, Seller will try to resolve the Customer’s issue underpinning the return before Seller processes the return. If Seller cannot support Customer's language of preference, the Seller agrees to leverage the Support team for translation.

3.4.3        Exchanges

3.4.3.1  Notwithstanding Seller’s exchange policy in its Ecommerce Site, Seller may not offer exchanges of Products sold in the “Canada Shops” Marketplace.

3.4.4        Refunds

If a Seller accepts, via the Marketplace platform, that a Customer will be provided a refund, Canada Post will issue the refund using the original payment method.

 

3.4.5        Recalls

3.4.5.1  Canada Post will have no responsibility or liability for any recalls of Products sold through the “Canada Shops” Marketplace. Seller is solely responsible for any non-conformity or defect in, or any public or private recall, or any safety alert of Seller’s Products. Seller will promptly remove any recalled Products from the “Canada Shops” Marketplace by unpublishing or retiring the Product through the “Canada Shops” Marketplace Services. Seller will notify Canada Post by e-mail at info@canadashops.ca or info@mesmarchandsdici.ca  of all Product recalls within 24 hours of becoming aware of the recall and will promptly provide Canada Post with all information reasonably requested regarding the recall.

Seller will be responsible for all matters and costs associated with the Recall, including (a) notifying Customer and subsequent communications with Customer; (b) all expenses and losses incurred by Canada Post related to the Recall; and (c) advising the relevant Government Authority, if any. The Seller will provide immediate written notification to Canada Post if, in relation to Seller’s Products, Seller receives a recall order from a Government Authority or if a Government Authority starts an investigation. “Recall” means the any removal (voluntary or directed) of Seller’s Product from sale or use in Canada.

3.4.5.2  Recalled Products must be returned by Canada Post’s shipping service.

3.4.5.3  Canada Post will charge the Seller a $9.99CA flat rate for recall packages up to and including 4kg. Canada Post reserves the right to update or modify the flat rate at any time during the Term of the Agreement. Outgoing Canada Post shipping fees will apply for return packages over 4kg.

3.4.6        Adjustments

Canada Post has the right to adjustment up to the order value in case of dispute and if the consumer is on the right side. (Example: Crediting a customer for future purchase in case of a dispute with the Seller)

 

3.4.7        Warranties

Seller is responsible for all Product warranties.

3.5     Customer Service

3.5.1        The Marketplace Services will include Seller to Customer communication tools. Seller will only use such tools when communicating with Customers.

3.5.2        The Seller agrees to provide a high level of customer service to Customers. This includes promptly responding to inquiries, processing orders efficiently, and addressing any concerns or issues raised by Customers in a professional and courteous manner. Sellers are encouraged to maintain clear communication, in the Customer’s official language of preference, with Customers throughout the transaction process and timely resolution of any post-purchase inquiries or disputes. If Seller cannot support Customer's language of preference, the Seller agrees to leverage the Support team for translation.

4.      CANADA POST’S PAYMENT SERVICE

4.1     Seller agrees to the Payment Processing Schedule attached to this Agreement as Schedule A and incorporated by reference.

5.      FEES FOR MARKETPLACE SERVICES

5.1     Referral Fees

Seller agrees to pay Canada Post a referral fee equal to 18% plus applicable taxes of the gross sales proceeds from the sale of a Product excluding taxes separately stated and charged (“Referral Fee).Canada Post reserves the right to update or modify the Referral Fee at any time during the Term of the Agreement.

5.2     Payouts

Canada Post will payout to Seller GMV plus applicable taxes as per the schedule Seller selects in the Stripe account set up.

Minus:

·       referral Fee plus HST

·       applicable shipping fee plus applicable taxes based on destination province.

·       and any applicable provincial taxes as per Section 9.

5.3     Listing Fee

Not applicable at this time.

5.4     Marketing and Promotion

Not applicable at this time.

5.5    OtherFees

Canada Post reserves the right to introduce additional Marketplace Services fees from time to time.

6.    CHANGES

6.1        Canada Post may at any time change the “Canada Shops” Marketplace, Marketplace Services, or the terms of this Agreement. Canada Post will notify Customer of changes by posting a Notice on the Seller Portal 30 days before the changes take effect (“Notice Period”).It is Seller’s responsibility to access the Seller Portal regularly and check for Notices. Seller’s continued use of the Marketplace Services following the end of the Notice Period will mean that Seller accepts and agrees to the changes.

7.      DISPUTE RESOLUTION

7.1     Intent

7.1.1        Except as otherwise provided herein, Parties will endeavour to first resolve all disputes or disagreements between the Parties informally and amongst themselves, including using the governance procedures set out in this Agreement to facilitate such resolution. The Parties will negotiate all matters of joint concern in good faith, with the intention of resolving issues between them in a satisfactory manner. Only disputes arising out of or in connection with this Agreement are subject to this Section 7.1.

7.2               Dispute Resolution Process

7.2.1        Subject to Section 7.1, if a dispute arises out of or in connection with this Agreement, then within five (5) Business Days either Party may initiate the internal dispute resolution process as described in this Section 7.2 by written notice to the other Party describing the nature of the Dispute (a “Dispute Notice”).

7.2.2        After receipt of a Dispute Notice by either Party, designated representatives of Canada Post and Seller will promptly confer to resolve the dispute.

7.2.3        If the designated representatives cannot resolve the dispute or either of them determines they are not making progress toward the resolution of the dispute within five (5) Business Days after their initial conference, then the dispute will be escalated for consideration by two senior management representatives, one of which is appointed by the Seller and one of which is appointed by Canada Post, and both of which will have designees to act in their place if they are not immediately available.

7.2.4        The senior management representatives will promptly confer to resolve the dispute. If the senior management representatives cannot resolve the dispute or either of them determines they are not making progress toward the resolution of the dispute within five (5) Business Days after their initial conference, then, unless otherwise agreed by the Parties, the dispute will be resolved by arbitration, subject to:      

(i)                  only one arbitrator will be appointed for the arbitration in accordance with Section 7.2.4(iv);

(ii)                submissions to the arbitrator being required to be made in writing within forty-eight (48) hours of the arbitrator being appointed;

(iii)              the arbitrator being required to render a decision within forty-eight (48) hours of submissions or within such longer period as may be mutually agreed; and

(iv)              the Parties will determine a pre-selected list of arbitrators from time to time and where no such list has been determined or no Person on such list is available, the arbitrator will be selected by agreement of the Parties and failing agreement within forty-eight (48) hours after the expiry of the time for the senior management representatives to resolve in Section 7.2.4, then as determined by the Ontario Arbitration Act, 1991 or its successor statute.

7.2.5        In accordance with Section 7.2.4, disputes reaching this stage will be resolved by binding arbitration by one arbitrator in Ontario in accordance with the Ontario Arbitration Act, 1991. Judgment upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof.  Each Party will pay its own costs and expenses. The same procedural requirements and rights of discovery as are applicable to the courts of the Province of Ontario will apply, mutatis mutandis, to the arbitration except that the arbitrator may adjust the time limits in respect thereof. Provided that either Party may appeal any question of law arising out of the award to the courts of the Province of Ontario, the Parties will be bound by any award issued by the arbitrator, which award the Parties agree to be bound by and to accept as a final and binding award.

7.3     Attornment

7.3.1        For the purpose of all other disputes and legal proceedings, this Agreement will be deemed to have been performed in the Province of Ontario and the courts of the Province of Ontario located in Ottawa will have jurisdiction to entertain any action arising under this Agreement.  Each of the Parties attorns to the jurisdiction of the courts of the Province of Ontario.

8.      USE RIGHTS AND OWNERSHIP

8.1                   Canada Post, its service providers and licensors retain all right, title and interest (including all Intellectual Property Rights) in and to “Canada Shops” Marketplace and Marketplace Services.

8.2                   On the condition that Seller complies with this Agreement, Canada Post hereby grants Seller a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited licence to access and use the “Canada Shops” Marketplace and Marketplace Services. Seller is permitted to use the “Canada Shops” Marketplace and Marketplace Services only as an end-user. Seller may not sell, lease, lend or otherwise transfer use of “Canada Shops” Marketplace and Marketplace Services, or any part of it, to any other Person.

8.3                   All rights not expressly granted herein are reserved by Canada Post, its service providers and licensors.

8.4                   Seller will not use any trademarks, trade names, official marks of the Canada Post without the prior written authorization of Canada Post.

8.5                   Seller may provide, link to, or opt into product information and related media ("Seller Content") under this Agreement. By doing so, Seller grants Canada Post and its service providers a non-exclusive, royalty-free, perpetual, sublicensable, irrevocable right and license to use Seller's name, trademarks and Seller Content for promoting Products or the “Canada Shops” Marketplace through various channels. Canada Post assumes no responsibility for Seller Content, and Seller is solely liable for its use of Seller Content.

8.6                    Canada Post will own, and Seller hereby assigns, to Canada Post all data relating to a transaction between Seller and Customer (“Marketplace Data”). Seller may only use Marketplace Data to complete transactions under this Agreement and for no other purpose outside of the “Canada Shops” Marketplace.  

8.7                   “Canada Shops” Marketplace may include features that allow for the private and public rating or review of Sellers and/or Products. Canada Post has no liability or responsibility related to the ratings or reviews. Such ratings or reviews are included in the definition of Marketplace Data. Reviews are subject to applicable legislation.

8.8                   Any feedback, suggestions, comments, ideas, or improvements submitted by Seller to Canada Post in any form relating to “Canada Shops” Marketplace or Marketplace Services (“Feedback”) shall be the exclusive property of Canada Post, including all rights, title, and interest therein. Seller hereby assigns to Canada Post all Intellectual Property Rights in and to the Feedback and agrees not to assert any moral rights or other proprietary rights in the Feedback against Canada Post.

9.      TAXES – Seller is responsible for all of its tax obligations, including with respect to refunding taxes on returns, as applicable.  

9.1     Notwithstanding subsection 9.2, the Seller is required to be GST/HST and QST registered. For further clarity, the responsibility to charge, collect and remit GST/HST and QST will remain with the Seller, not Canada Post.

9.2     With respect to PST in British Columbia, Manitoba and Saskatchewan, Canada Post will be required to charge, collect and remit the applicable PST in each of those provinces on behalf of the Seller, regardless of whether the Seller is PST registered or not.

10.   AUDITS

10.1 On request, Seller will grant Canada Post and its authorized representatives access to its premises during the Term, and for a reasonable period of time after the expiry or earlier termination of this Agreement. Seller agrees to facilitate Canada Post’s access, examination and audit of the records, databases and information relating to this Agreement and the Seller’s obligations under this Agreement.

11.  CONFIDENTIALITY, PRIVACY AND SECURITY

11.1Protection of Confidential Information

11.1.1    Confidential Information will be deemed the sole and exclusive property of the Disclosing Party that has disclosed the Confidential Information and the Disclosing Party will retain all right, title and interest in and to the Confidential Information it has disclosed to the Receiving Party.

11.1.2    The Receiving Party will at all times maintain the Confidential Information of the Disclosing Party in strict confidence, and will use and copy the Confidential Information of the Disclosing Party solely to carry out the activities contemplated by this Agreement and will not otherwise use or copy the Confidential Information of the Disclosing Party for any purpose including achieving any other commercial or financial benefit.

11.1.3    In addition, the Receiving Party will not publish, disseminate or disclose the Confidential Information of the Disclosing Party to others without the Disclosing Party’s prior written consent.

11.2 Unauthorized Disclosure

11.2.1    The Receiving Party will immediately notify the Disclosing Party upon becoming aware of the occurrence of any actual or suspected unauthorized disclosure or Handling of the Disclosing Party’s Confidential Information, including any loss or theft, and will cooperate with the Disclosing Party to protect all proprietary rights in and ownership of its Confidential Information.

11.3 End of Confidentiality

11.3.1    Upon expiry or termination of this Agreement, the Receiving Party will return or destroy all Confidential Information of the Disclosing Party, as directed by the Disclosing Party, except as may be required by the Receiving Party to exercise its rights under this Agreement. 

11.3.2    The Disclosing Party may retain any Confidential Information, excluding Personal Information, to the extent such Confidential Information is retained in the Receiving Party’s backup records in accordance with Receiving Party’s automated backup processes, provided such Confidential Information is not accessible in the ordinary course of business and are not accessed except as required for backup, recovery, contingency planning or business continuity purposes. If such data or records are restored or otherwise become accessible, the Receiving Party’s will permanently delete the data or record.

11.3.3    The Receiving Party may retain Confidential Information to the extent such retention is required under the Receiving Party’s document retention policy and is reasonably necessary to evidence the nature and extent of the work performed in connection with the Services and to allow the Receiving Party to comply with its internal policies and standards provided the Receiving Party will not retain any Personal Information. All Confidential Information retained by the Receiving Party in accordance with this Section 11.3.3 will continue to be protected pursuant to Section 11.

11.3.4    The obligation of confidentiality for information that continues to constitute Confidential Information after the termination or expiration of this Agreement will be perpetual.

11.4 Disclosure to Representatives and Other Persons

11.4.1    The Receiving Party is permitted to disclose the Confidential Information of the Disclosing Party only to such of its Representatives or subcontractors who need to know the Confidential Information to carry out the activities contemplated by this Agreement and SOWs; provided that any such Representative is made aware of the provisions of this Section 11 and is subject to confidentiality obligations in respect of such Confidential Information that are no less stringent than those contained in this Section 11.

11.5 Compelled or Regulatory Disclosure

11.5.1    In the event that a Receiving Party, or anyone to whom a Receiving Party discloses Confidential Information pursuant to this Agreement or otherwise, is or becomes legally compelled under any legal requirement or order of a court, tribunal, administration, regulatory or other governmental authority to disclose any Confidential Information of the Disclosing Party, it will promptly advise the Disclosing Party of that fact unless the Receiving Party is legally prohibited from doing so. The Receiving Party will then, at the request of the Disclosing Party, exercise reasonable efforts to prohibit and/or limit the disclosure of the Confidential Information.  In the event that both Parties are unable to prevent the disclosure in such aforesaid circumstances of such Confidential Information, the Receiving Party will, or will use reasonable efforts to cause such person to whom the Receiving Party disclosed the Confidential Information, to furnish only that portion of the Confidential Information which the Receiving Party is advised by written opinion of counsel is legally required to be furnished by the Receiving Party to such person and exercise reasonable efforts to obtain assurances that confidential treatment will be afforded to that portion of the Confidential Information so furnished. Notwithstanding any such compelled disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party's obligations hereunder with respect to Confidential Information.

11.6 Privacy

11.6.1    The Parties agree that each Party is responsible for the Personal Information it collects or processes in the course of or as a result of the performance of the Services. Canada Post's Privacy Statement (available here) applies to the Personal Information Canada Post collects, processes and shares with Seller in connection with this Agreement. Canada Post’s Privacy Statement is incorporated into and forms part of these Terms of Use. Seller here by agreed to be bound by the Canada Post’s Privacy Statement and will only use Personal Information provided to in connection with this Agreement.

11.6.2    Seller will comply with all Laws that are applicable to the Personal Information it itself collect or processes in the course of or as a result of using the Marketplace Services.

11.6.3    Canada Post will only provide to Seller the Personal Information the Seller needs to complete a transaction in “Canada Shops” Marketplace. Customer payment details will never be provided to Sellers.

11.7 Security

11.7.1    To use the Marketplace Services, Sellers may be required to create Authentication Information. Sellers must keep their Authentication Information secret. Sellers are responsible for all activities conducted using Seller’s Authentication Information. Seller must notify Canada Post immediately of any unauthorized use of Seller’s Authentication Information, or any other security breach of which Seller becomes aware.

12.  SUSPENSION AND TERMINATION

12.1 Canada Post may terminate this Agreement at any time in its sole discretion with notice to Seller on Seller Portal or otherwise. Canada Post may also, in its sole discretion, immediately suspend or terminate Seller access to Marketplace Services or remove Seller listings at any time if Seller violates the terms of this Agreement.

12.2 Seller may terminate this Agreement at any time for any reason by giving 30 calendar days’ written notice to Canada Post.

12.3 Neither party will have a right to damages as a result of termination of this Agreement.

12.4  Notwithstanding expiry or termination of this Agreement, Seller’s existence on the “Canada Shops” Marketplace will extend to the period required to fulfill any orders that remain outstanding as of the date of expiration or termination.

12.5 Upon termination, all rights and obligations under this Agreement will terminate, except that Section 11 “Privacy, Confidentiality and Security” and 15 “Indemnity” will survive.

13.  REPRESENTATIONS AND WARRANTIES

13.1 Seller represents and warrants to and covenants to Canada Post that:

13.1.1    if Seller is a business, (i) it is validly organized and existing under the Laws of its jurisdiction of incorporation, and has all requisite corporate power and authority to own and operate its business and properties and to carry on its business in all applicable provinces or territories in Canada, and (ii) the individual accepting this Agreement has the legal capacity, right, power and authority to enter into this Agreement on behalf of Seller;

13.1.2    if Seller is an individual, they have the legal capacity to enter into this Agreement;

13.1.3    Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder;

13.1.3.1                       Seller will comply with all Laws and will refrain from engaging in any unlawful, unfair or deceptive trade practice, or unethical business practice whatsoever; and

13.1.3.2                      Seller has and will maintain all necessary permits, licenses and employment authorizations required to comply with all Laws applicable to Seller;

13.2 No Additional Warranties

13.2.1    No representations, warranties, negotiations or conditions, either verbal or written, will bind the Parties except as expressly set out in this Agreement.

14.   INSURANCE COVERAGE

14.1 Seller will, at their own expense, place and keep in force until the Term expires and one additional year thereafter, the following insurance coverage:

·       Commercial General Liability insurance, with a per occurrence minimum limit in the amount applicable to Seller based on its yearly revenue as outlined in Section 14.2, inclusive for personal injury, bodily injury (including death), property damage, and advertising liability. The policy will provide coverage for, but not be limited to, all premises and operations of Seller, liability for products and completed operations, contractual liability, and liability specifically assumed under this Agreement. Canada Post will be added to the policy as an additional insured by endorsement or certificate of insurance and the policy will contain cross liability and severability of interest clauses.

14.2 Applicable minimum limits

In the event that the limits set out above are reduced or exhausted during the Term or policy year by virtue of claims, Seller will forthwith reinstate such limits.

 

14.3 Such policies will:

14.3.1    Be primary, non-contributing with, and not in excess to, any insurance available to Canada Post;

14.3.2    Be underwritten and issued by an insurer or insurers licensed in the provinces in which the Seller is conducting business under this Agreement and acceptable to Canada Post, acting reasonably.

14.3.3    Not be cancelled or amended so as to reduce or restrict coverage. If such cancellation or amendment is to occur outside of the Seller’s control, the Seller must provide thirty (30) days’ prior written notice to Canada Post and outline its proposal for maintaining the continuity of its insurance coverage to meet the requirements set out in this Agreement.

14.4 It shall be the responsibility solely of the Seller to determine what additional insurance coverages, if any, are required by law, are otherwise necessary and advisable for its own protection, or are required to fulfil its obligations under this Agreement, and to maintain such coverages.

14.5 Seller will provide to Canada Post at the time of entering into this Agreement, at each subsequent policy renewal thereafter, and upon Canada Post’s reasonable request, copies of certificates of insurance, which demonstrate its compliance with this Section 14.

14.6 Seller will be solely responsible to pay all premiums and other costs required to maintain its insurance policies and to pay all deductibles in the event of any claims made under the policies.

14.7 The foregoing insurance provisions shall not limit the Seller’s indemnity obligations to Canada Post set forth elsewhere in this Agreement nor the insurance required by municipal, provincial or federal law, and they shall not relieve or decrease the liability of the Seller in any way.

15.  INDEMNITY

15.1       Seller will indemnify the Canada Post (and its Affiliates and Service Providers) against all claims, demands, damages, losses, fines, expenses (including all legal fees and costs) and/or any other type of liability (collectively, "Claims") to the extent the Claim is caused by (1) Seller’s breach of this Agreement, (2) Seller’s use of the Marketplace Services, (3) any violation, misappropriation or infringement of Third Party Intellectual Property Rights by Seller, the Products, or Seller Content, (4) any taxes assessed, incurred, or owed in connection with, or arising out of, any transaction undertaken on with the Marketplace Services, or the collection, payment or failure to collect or pay such taxes, including, but not limited to, your obligations set forth in this Agreement, and/or (5) any death, bodily injury, sickness, disease or physical injury of any similar kind, of any Person resulting or alleged to result in whole or in part from Seller’s use of the “Canada Shops” Marketplace, Marketplace Services, Seller Store, the Products, or any Seller Content Canada Post may, in its sole discretion, assume the exclusive defence and control of any Claim otherwise subject to this indemnification by Seller.  Even if Canada Post assumes the defence of a Claim Seller will remain responsible for the payment of the Claim, and Seller will cooperate as fully as reasonably required by us in the defence of any Claim.

16.   NO CONSEQUENTIAL DAMAGES

16.1      NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OTHER COMMUNICATION OR DOCUMENT, CANADA POST (AND ITS AFFILIATES AND SERVICE PROVIDERS) WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGES WHATSOEVER IN CONNECTION WITH THE MARKETPLACE SERVICES, ANY CONTENT, SALES OF ANY PRODUCTS, COMMUNICATIONS TO AND FROM CANADA POST, OR ANY SOFTWARE, LINKED SITES, INFORMATION OR DOCUMENTS CONTAINED IN OR ACCESSED VIA THE MARKETPLACE SERVICES.  THIS EXCLUSION OF LIABILITY APPLIES NO MATTER WHAT KIND OF LOSS OR DAMAGE SELLER EXPERIENCES, INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOST OR CORRUPTED DATA, LOST BUSINESS PROFITS, BUSINESS INTERRUPTION, PRODUCT DEFECTS, PROPERTY DAMAGE, PERSONAL INJURY OR ANY OTHER LOSS OR DAMAGE.THIS EXCLUSION OF LIABILITY APPLIES: (1) WHETHER THE ACTION IS IN CONTRACT, TORT OR OTHERWISE. (2) EVEN IF CANADA POST IS EXPRESSLY ADVISED OF THE POSSIBILITY OF LOSS OR DAMAGES; AND (3) NO MATTER WHAT CAUSED THE LOSS OR DAMAGES, INCLUDING WITHOUT LIMITATION CANADA POST’S NEGLIGENCE AND/OR GROSS NEGLIGENCE. THIS EXCLUSION OF LIABILITY APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW.

17.   NO WARRANTIES

17.1 “Canada Shops” MARKETPLACE AND MARKETPLACE SERVICES ARE PROVIDED ON AN "AS IS" BASIS.

17.2 TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CANADA POST AND ITS AFFILIATES DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (A) THE IMPLIED WARRANTIES OF SELLER’S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) THAT “Canada Shops” MARKETPLACE AND MARKETPLACE SERVICES WILL MEET SELLER’S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; AND (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

18.  EXCUSABLE DELAY

18.1 Except for the Seller’s payment obligations, neither Party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under the Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, epidemics, labour disruptions, failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment or lines, or other equipment if applicable, delays caused by customs authorities, provided that the party experiencing such circumstances immediately notifies the other party in writing of the circumstances and minimizes, to the extent reasonably practicable, the impact of such circumstances on the performance of the obligations under the Agreement.

19.  GENERAL

19.1Assignment or Transfer

19.1.1    Seller will not assign or transfer this Agreement or their “Canada Shops” Marketplace account without the prior written consent of Canada Post and any purported assignment or transfer without prior consent is void. Canada Post may assign the benefits of this Agreement or make any arrangements that would result in the performance, in whole or in part, of the obligations of Canada Post under this Agreement by a Person other than Canada Post.  

19.1.2    If Seller amalgamates, merges or enters into a similar business combination with any other entity, including without limitation by means of a) acquisition of all or substantially all of the assets of another entity; or b) the sale of all or substantially all of the assets to another party, then, for the purpose of this Agreement, such amalgamation, merger or combination will be deemed to be an assignment requiring the prior written consent of Canada Post.

19.2 Independent Contractor

19.2.1    Canada Post and Seller are independent contractors. Neither Party will have the power or authority to bind the other Party or to assume or create any obligation, express or implied, on the said other Party’s behalf, nor will a Party represent that it has such power or authority.

19.3 Survival

19.3.1    The termination or expiry of this Agreement will not affect the survival and enforceability of any provision of this Agreement that is expressly or implicitly intended to remain in force after such termination or expiry.

19.4 Notice

19.4.1    To Canada Post: Any notice, request, consent or other communication provided or permitted hereunder will be in writing and sent by email to info@canadashops.ca or  info@mesmarchandsdici.ca. Such notice will be deemed to have been received upon transmission, provided that no 'delivery failure' or similar automated notification indicating non-delivery is received by Seller.

19.4.2    To Seller: Any notice, request, consent or other communication provided or permitted hereunder will be provided through the “Canada Shops” Seller Portal. Notices provided through the “Canada Shops” Seller Portal will be deemed to have been received upon the time of transmission within the “Canada Shops” Seller Portal. It is Seller’s responsibility to regularly check for any notices from Canada Post.

19.5 No Waiver

19.5.1    No provision hereof will be deemed waived, unless such waiver is in writing signed by the Party providing the waiver, and a waiver of any provision in one instance will not be deemed as a waiver in any other instance.

19.6 Severability

19.6.1    If any part of the Agreement is unenforceable or invalid for any reason whatsoever, such part will be severable from the remainder of the Agreement and its unenforceability or invalidity will not affect the enforceability or validity of the remaining parts of the Agreement.

19.7 Governing Law

19.7.1    This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

19.8 Currency

19.8.1    Unless otherwise specified, all references to money amounts are to the lawful currency of Canada.

19.9 Publication

19.9.1    Seller will not: (a) advertise or publicize anything relating to this Agreement, including, without limitation, its existence or the existence of a relationship with Canada Post, without the prior written approval of Canada Post; and (b) Seller will not release any publication or announcement of any type in connection with the “Canada Shops” Marketplace or Marketplace Services, without the prior written approval of Canada Post.

19.10      Entire Agreement

19.10.1                        This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements, negotiations, representations and understandings between the Parties, whether written or oral. Any existing agreement(s) between Canada Post and Seller will not affect, modify, or be incorporated into this Agreement.

20.  DEFINITIONS

In this Agreement:

“Affiliate” or “Affiliates” means an affiliated body corporate as defined by the Canada Business Corporations Act as amended from time to time.

“Agreement” has the meaning ascribed thereto in Section 1.1.

“Business Day” means a day other than Saturday, Sunday, a statutory holiday and any day normally observed as a holiday by Canada Post.

“Canada Post” means Canada Post Corporation.

“Customer” has the meaning ascribed thereto in Section 2.2

“Claim” or “Claims” means any claim, demand, settlement, charge, action, cause of action, proceeding (including by way of arbitration) or related matter (including Third Party claims).

“Confidential Information” means, with respect to a Party hereto or any of its Affiliates, all information or material that: (i) is either (a) marked “Confidential,” “Restricted,” “Proprietary,” or with some other, similar, marking, (b) known by the Parties to be considered confidential and proprietary, or (c) from all the relevant circumstances should reasonably be assumed (1) to be confidential and proprietary; (2) to give the Disclosing Party a competitive business advantage, or (3) to be detrimental to the interest of the Disclosing Party if disclosed; and (ii) any unpublished information concerning research activities and plans, business, operations, processes or technology, customers, suppliers, marketing, business plans, or sales plans, product development or time to market, sales forecasts or results of marketing efforts, pricing or pricing strategies, costs, operational techniques, strategic plans, Data, reports, interpretations, and unpublished financial information, including information concerning revenues, profits and profit margins will be deemed proprietary and confidential to the Disclosing Party, regardless of whether such information under this subpart (ii) of this Section was disclosed intentionally or unintentionally or marked as “confidential” or “proprietary”. Confidential Information includes: Personal Information, Canada Post Data, and the terms and conditions of this Agreement.  Confidential Information will not include information that: (a) is now or subsequently falls within the public domain without a breach by the Receiving Party of any obligation owed to the Disclosing Party under this Agreement; (b) it can be shown was lawfully known or independently developed by the Receiving Party prior to use by or disclosure by Disclosing Party and such prior knowledge can be established; or (c) became known to the Receiving Party from an arm’s length third Party having a bona fide right to disclose same and whom the Receiving Party reasonably concludes, after due inquiry, was not otherwise under an obligation of confidence or fiduciary duty to the Disclosing Party or its Representatives provided, however, that, for the purposes of this Agreement, all Personal Information will constitute Confidential Information of the Disclosing Party, whether or not it falls into one of the exceptions set out in paragraphs (a) through (c) of the this definition.

“Disclosing Party” means the Party disclosing the Confidential Information on or behalf of whom Confidential Information is disclosed to the Receiving Party.

“Dispute Notice” has the meaning ascribed thereto in Section 7.2.1.

“Effective Date” has the meaning ascribed thereto in Section 1.2

“ECommerce Site” has the meaning ascribed thereto in Section 2.3.1.

“Feedback” has the meaning ascribed thereto in Section 8.8.

“Government Authority” means any government, regulatory authority, governmental department, agency, commission, board, tribunal, dispute settlement panel or body, bureau, official, minister, Crown corporation (other than Canada Post), or court, or professional entity, or other Law, rule or regulation-making entity having or purporting to have jurisdiction in Canada or any province or political subdivision thereof.

“Personal Information” has the meaning ascribed thereto in Canada Post’s Privacy Policy.

“Intellectual Property” and “Intellectual Property Right” means (i)  any and all domestic and foreign patents and applications thereof and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) any and all inventions (whether patentable or not), invention disclosures, improvements, trade secrets, design, programming architecture, notes, drawings, proprietary information, know-how, technology, technical data, schematics and customer lists, and all documentation relating to any of the foregoing; (iii) any and all copyrights, copyright registrations and applications thereof, and all other rights, including moral rights, corresponding thereto throughout the world; (iv) any and all trade names, corporate names, trade dress, logos, common law trademarks, trademark registrations and applications thereof; (v) any and all computer programs, applications or software whether in source, object or executable code and any proprietary rights in such programs, applications or software, including documentation and other materials or documents related thereto; (vi) any and all integrated circuit design or topography registration or application thereof; and (vii) any and all other intellectual or industrial property whatsoever.

“Laws” means any applicable laws, statutes, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, treaties, policies, notices, directions and judicial, arbitral, administrative, ministerial or departmental judgments, awards or other requirements of any Government Authority, in each case, having the force of law in Canada or any province or political subdivision thereof.

“Marketplace Data” has the meaning ascribed thereto in Section 8.6.

“Marketplace Services” means the following made available by Canada Post to Seller: any sites or applications; any order processing, fulfillment, shipping, returns, or other services related to the “Canada Shops” Marketplace provided by or for Canada Post; any platform, portal, web service, application, interface, or other tool provided by or for Canada Post in connection with the “Canada Shops” Marketplace.

“Seller” means the entity entering into this Agreement with Canada Post.

“Seller Content” has the meaning ascribed thereto in Section 8.5.

“Notice” means written notice, which notice will be transmitted and deemed delivered pursuant to the terms contained in Section 19.4.

“Parties” means both Canada Post and the Seller.

“Party” means either Canada Post or the Seller.

“Person” means any individual, corporation, partnership, Government Authority, association or unincorporated organization or entity.

“Product” has the meaning ascribed thereto in Section 3.

“Product Information” has the meaning ascribed thereto in Section 3.1.1.

“Receiving Party” means the Party receiving Confidential Information and such of its Representatives, including professional advisors (such as lawyers, accountants, consultants and financial advisers) that may receive Confidential Information on its behalf.

“Representatives” means with respect to either Party, each of its shareholders, directors, officers, employees, agents, representatives, and professional advisors (including lawyers, accountants, consultants and financial advisers).

“Term” has the meaning ascribed to it in Section 1.2.

“Third Party” means any Person, other than Canada Post and the Seller.

 

 

Schedule A – Payment Processing Schedule

This Schedule is governed by the Agreement between the Seller and Canada Post (which for clarity, is included in the definition of Agreement).  The information below is required when Seller opts into Canada Shops and is paid via Canada Post’s third-party payment processor (collectively, “Connected Account Products”). The information provided in this Schedule A is necessary for Seller to use any Connected Account Product and may be updated at any time.

Stripe is Canada Post’s third-party payment processor.  In order for Stripe to make payments to Seller, Stripe must set up an account on Seller’s behalf (the “Seller Stripe Connected Account”) and to verify certain Seller information for identification purposes to meet applicable legal and regulatory requirements. Where applicable, this Schedule A enables Stripe to establish a Seller Stripe Connected Account on Seller’s behalf.  Seller agrees to be bound by all the terms in the Stripe Connected Account Agreement[1], which includes the Stripe Services Agreement - Canada[2], and all the terms thereto,  as the same may be modified by Stripe from time to time.

Seller agrees to provide Canada Post accurate and complete information about Seller’s representative and its business, and Seller authorizes Canada Post to share it and transaction information related to Seller’s use of the payment processing services provided by Stripe. Upon account creation, Seller shall be solely responsible for the accuracy and integrity of the information associated with their Stripe account(s). Canada Post will not be responsible for making additional payments to Sellers due to missing or inaccurate information.  Stripe has been audited by a PCI certified auditory and is certified to PCI Service Provider Level 1.

 

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