Terms of Service

Last Updated: 2025/12/31

These Terms of Service (the “Terms”) govern your access to and use of the GrocerConnect website, applications, and related services (collectively, the “Platform”). By creating an account, clicking “I agree,” or using the Platform, you agree to be bound by these Terms.

1. Parties

1.a GrocerConnect means GROCERCONNECT LIMITED, a corporation incorporated under the laws of Canada and licensed in Alberta, with its registered office at 7070E Farrell Rd SE PMB 827, Calgary, AB T2H 0T2 (or such other address we notify you of).

1.b You means the business entity using the Platform and any individual acting on its behalf.

2. Platform Purpose and Role

2.a GrocerConnect provides a membership-based digital platform designed to help independent grocery and convenience retailers aggregate demand, streamline procurement, and engage suppliers more efficiently.

2.b GrocerConnect is not a wholesaler, distributor, merchant of record, or seller of goods. Unless expressly stated otherwise in a separate written agreement, GrocerConnect facilitates connections and processes; it does not take title to goods and does not guarantee product availability, supplier performance, delivery, or pricing.

3. Eligibility and Business Use Only

3.a The Platform is intended for business use only, not personal or household use.

3.b You confirm that each person who opens an account or uses the Platform on your behalf is at least 18 years old and has authority to bind your business.

4. Accounts, Authorized Users, and Security

4.a To use certain features, you must register for an account and provide accurate business information (including contact information, business address, and trade name).

4.b You may permit employees or contractors (“Authorized Users”) to access your account. You are responsible for their actions and compliance with these Terms.

4.c You must safeguard login credentials and promptly notify us of any suspected unauthorized access.

5. Membership, Services, and Changes

5.a Membership may be offered on free or paid tiers as described on the Platform or in a written schedule.

5.b We may modify, suspend, or discontinue Platform features from time to time, and may introduce product-specific terms for certain services. Platforms commonly reserve these rights and incorporate related documents by reference.

6. How Ordering and Collective Purchasing Works

6.a Order Requests: Retailers submit replenishment requirements and order requests through the Platform.

6.b Aggregation: GrocerConnect may aggregate requests across multiple retailers and present consolidated demand to suppliers for pricing or fulfillment proposals.

6.c Supplier Confirmation: Suppliers may accept, reject, or modify proposed pricing, quantities, or terms. No order is binding until confirmed by the supplier and accepted by the retailer under the supplier’s applicable terms.

6.d No Guarantee: GrocerConnect does not guarantee that aggregation will result in reduced pricing or improved terms in every instance.

7. Supplier Marketplace and Listings

7.a Supplier and product listings may include information provided by suppliers or third parties.

7.b We may vet suppliers at our discretion, but we do not warrant that any supplier, product, or listing is error-free, compliant, or suitable for your business.

7.c You are responsible for verifying product specifications, regulatory requirements, and suitability for your store.

8. Payments and Payment Processors

8.a GrocerConnect may integrate with third-party payment processors to facilitate payments.

8.b GrocerConnect does not store or process full payment card details or sensitive banking credentials; payment processing is handled by the payment processor under its own terms and privacy practices.

8.c We may receive limited transaction and reconciliation data (e.g., payment status, amounts, partial identifiers) to operate the Platform and support accounting.

9. Fees, Billing, and Taxes

9.a Fees (including subscription fees, service fees, or other charges) will be as displayed on the Platform or set out in a written schedule.

9.b Unless stated otherwise, fees are exclusive of applicable taxes (including GST/HST), which will be charged where required.

9.c Overdue amounts may result in suspension or restricted access until balances are paid.

10. Acceptable Use

10.a You agree not to:

• use the Platform unlawfully or in violation of any applicable regulations;
• upload malware or attempt to disrupt the Platform;
• scrape, crawl, or use automated tools to extract data without written permission;
• reverse engineer or bypass technical limitations;
• misuse supplier or retailer contact information obtained through the Platform.

11. Your Responsibilities (Retailers and Suppliers)

11.a Retailers are responsible for order accuracy, receiving procedures, payment obligations, and compliance with applicable laws (including food safety, labeling, and local licensing).

11.b Suppliers/Distributors are responsible for product quality, inventory accuracy, delivery performance, invoicing, refunds/returns (if any), and legal compliance.

11.c Any contract of sale, where applicable, is directly between the retailer and the supplier unless explicitly stated otherwise in writing.

12. Data, Privacy, and Confidentiality

12.a Our collection and use of personal and business information is described in our Privacy Policy, which is incorporated by reference.

12.b We may use your information for internal purposes, including analytics, service improvement, and GrocerConnect’s own marketing, as described in the Privacy Policy.

12.c You agree that supplier pricing, negotiated terms, platform analytics, and non-public operational details may constitute confidential information and must not be disclosed except as necessary for legitimate business operations.

13. Third-Party Services and Links

13.a The Platform may include links or integrations to third-party websites or portals (including supplier systems and payment processors).

13.b We are not responsible for third-party content, availability, security, or privacy practices, and your use of third-party services is at your own risk.

14. Intellectual Property

14.a GrocerConnect and its licensors own all rights in the Platform, including software, design, branding, and content (excluding user-provided materials).

14.b You are granted a limited, non-exclusive, non-transferable right to use the Platform during your membership for your internal business operations.

14.c You may not copy, resell, sublicense, or commercially exploit the Platform without written permission.

15. Disclaimers

15.a The Platform is provided “as is” and “as available.”

15.b To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

15.c We do not warrant uninterrupted access, error-free operation, or that any transaction will achieve specific savings, pricing, or supply outcomes.

16. Limitation of Liability

16.a To the maximum extent permitted by law, GrocerConnect will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption.

16.b Without limiting 16.a, GrocerConnect will not be liable for supplier performance, delivery issues, product defects, recalls, chargebacks, or disputes between retailers and suppliers.

16.c Where liability cannot be excluded, GrocerConnect’s total aggregate liability in any 12-month period will not exceed the fees you paid to GrocerConnect in that period (or CAD $[insert] if you paid no fees), except where prohibited by law.

17. Indemnity

17.a You agree to indemnify and hold harmless GrocerConnect from claims, losses, and expenses arising out of:

• your breach of these Terms;
• your misuse of the Platform;
• your transactions, products, operations, or regulatory non-compliance;
• disputes with suppliers, retailers, or third parties.

18. Suspension and Termination

18.a We may suspend or terminate access immediately if we reasonably believe there is fraud, security risk, unlawful activity, or material breach.

18.b You may cancel your membership in accordance with the cancellation process shown on the Platform or your written schedule.

18.c On termination:

• access may be revoked;
• outstanding fees become immediately due;
• provisions intended to survive (including confidentiality, limitations, indemnities) will survive.

19. Disputes and Resolution

19.a Disputes between retailers and suppliers must be resolved directly between those parties.

19.b If you have a dispute with GrocerConnect, you agree to first contact us in good faith to resolve it informally.

19.c If unresolved, either party may pursue mediation in Alberta, and if still unresolved, litigation as set out below.

20. Governing Law and Jurisdiction

20.a These Terms are governed by the laws of Alberta and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

20.b The parties submit to the exclusive jurisdiction of the courts located in Calgary, Alberta, unless a non-excludable right requires otherwise.

21. General

21.a Assignment: You may not assign these Terms without our written consent; we may assign to an affiliate or successor.

21.b Force Majeure: We are not liable for delays caused by events beyond reasonable control.

21.c Severability: If a provision is unenforceable, it will be severed and the remainder will continue.

21.d Entire Agreement: These Terms, plus incorporated policies and schedules, form the entire agreement.

22. Contact

22.a Legal notices and support inquiries: contact@grocerconnect.ca

22.b Mailing address: 7070E Farrell Rd SE PMB 827, Calgary, AB T2H 0T2