Seller’s (Merchant’s) Agreement
This Seller’s Agreement (“Agreement”) is made and entered into on November 27, 2024, by and between We Choose Local Inc. (“WCL”), a corporation organized and existing under the laws of the Province of Ontario, and [Seller’s Name] (“Seller”), a [type of entity], with its principal place of business at [Address].
1. Introduction
1.1 Purpose: This Agreement sets forth the terms and conditions under which Seller will sell products through WCL’s e-commerce platform.
2. Definitions
2.1 Platform: The online marketplace operated by WCL at https://wechooselocal.ca/.
2.2 Products: Goods that Seller lists for sale on the Platform.
2.3 Transaction Value: The total amount paid by a customer for Products purchased from the Seller, excluding shipping and handling.
3. Seller Responsibilities
3.1 Product Listings: Seller will provide accurate and complete information about Products, including but not limited to descriptions, images, selling prices, applicable HST/GST as per the Province of Ontario, product images, criteria, and policies for discounts and product returns.
3.2 Inventory Management: Seller will ensure that Products listed on the Platform are in stock and available for delivery.
3.3 Order Fulfillment: Seller will process and fulfill orders promptly and within the timeframe specified in the Product listings and make the Products ready for pick up as per logistics agreed with WCL.
3.4 Customer Service: Seller will handle all customer service inquiries related to its Products.
3.5 Responsibility: Seller is fully responsible for the quality, safety, and legality of the Products and services they sell. Seller agrees to hold harmless WCL for any issues arising from the Products or services sold on the Platform.
3.6 Books and Records: Seller is required to maintain proper books of accounts and inventory records as required by federal and provincial authorities, including the Canada Revenue Agency.
3.7 Tax Remittance: Seller acknowledges that any GST, HST, or other taxes collected on account of Products sold or services rendered on the WCL platform shall be remitted to the relevant authorities within the period specified by those authorities. WCL is not liable for any shortfall in payment to those authorities.
3.8 Business Information: Seller agrees to provide its business number, tax-related registrations, and contact details as specified by WCL from time to time to open and maintain the Seller’s account on the WCL platform.
4. Fees and Payments
4.1 WCL Fee: Seller agrees to pay WCL a fee of 12% on the value of each transaction (“WCL Fee”). This fee is calculated based on the Transaction Value.
4.2 GST/HST and Other Fees: Applicable GST, HST, or other fees levied by provincial or federal authorities shall be applied to the WCL Fee as well as on the sale purchase transaction.
4.3 Payment Processing: WCL will process payments from customers and remit the net proceeds to Seller, after deducting the WCL Fee and applicable taxes, within [number] days of the transaction date.
4.4 Refunds and Returns: Any refunds or returns will be handled in accordance with WCL’s refund and return policies. The WCL Fee will not be refunded for any returns.
5. Onboarding Assistance
5.1 Support: WCL will assist Seller in the onboarding process to the Platform, including setup, training, and support as needed.
6. Compliance and Representations
6.1 Legal Compliance: Seller represents and warrants that all Products comply with applicable laws and regulations.
6.2 Authenticity: Seller represents and warrants that all Products are genuine and accurately described.
6.3 Insurance: Seller will maintain adequate insurance coverage for its Products, including but not limited to liability insurance with a coverage limit of CAD 1,000,000.
7. Intellectual Property
7.1 Licenses: Seller grants WCL a non-exclusive, worldwide, royalty-free license to use, reproduce, and display Seller’s trademarks, logos, and Product images on the Platform.
8. Term and Termination
8.1 Term: This Agreement will commence on the Effective Date and continue until terminated by either party.
8.2 Termination: Either party may terminate this Agreement with 30 Business days’ written notice to the other party.
8.3 Effect of Termination: Upon termination, Seller will immediately cease all use of the Platform and remove all Product listings.
9. Confidentiality
9.1 Confidential Information: Both parties agree to keep confidential all non-public information disclosed by the other party in connection with this Agreement.
10. Indemnification
10.1 Indemnity: Seller agrees to indemnify, defend, and hold harmless WCL from and against all claims, liabilities, damages, and expenses arising out of or related to Seller’s breach of this Agreement or the sale of Products.
11. Miscellaneous
11.1 Governing Law: This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario.
11.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
12. Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
