Suppli’s Terms and Conditions of service.
Last updated: May 21, 2023.
These terms and conditions ("Terms") apply to your access to and use of Suppli’s reusable takeout container service, including, where applicable, order-reporting and container-return technology and processes and ordering platforms. All services provided by Suppli, including the services, information, features and functionality offered through our website at www.mysuppli.ca and any subdomains used in connection with or related to the same and any future versions (the "Website"), as well as current and future versions of Suppli mobile applications (the “Suppli Platform App”)(together, the Suppli Platform App and the Website constitute the “Suppli Platform”) are referred to herein as the “Service”.
PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR USE OF THE SERVICE. THESE TERMS AFFECT YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, IN WHOLE OR IN PART, THEN YOU ARE NOT PERMITTED TO USE OUR SERVICE.
If you are using Suppli’s Service on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to these Terms. The Term “User”, “You” or “Your” refers to the individual or legal entity, as applicable, accessing or otherwise using the Suppli Platform or Suppli’s Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time without incurring any liability or obligation. See below under the heading “Modification of The Service and Terms” for more information.
The personal information you provide through the Service will be collected, used, managed and disclosed in accordance with our our Privacy Policy.
Suppli.
These Terms are between you and Suppli Sustainable Services Inc. (“Suppli”) which is a Canadian company with offices located at 67 Winchester Street, Toronto, Ontario, Canada, M4X 1A8. When used in these Terms, the terms “us”, “we” and “our” refer to Suppli.
Our role.
We provide a Service that you may use by adding it to your order (“Order”) through the Suppli Platform or other third party ordering platforms (“Third Party Platforms”). Included in this Service is the ability for you to order products or services (“Products”) directly through Suppli’s website (“Online Marketplace”) and Third Party Platforms from third party food merchants (“Food Merchants”). After you have placed an Order from Food Merchant partners, Suppli is responsible for providing cleaned and sanitized Service containers (“Containers”) to Food Merchant partners in which they may package their Products. Food Merchant partners are responsible for maintaining the cleanliness of Containers once they are received from Suppli.
When you order through Third Party Platforms or directly from a Food Merchant partner, the Third Party Platform and Food Merchant act as limited agents for Suppli with the authority to offer our Service for sale at the price shown through the Service. Third Party Platforms and Food Merchant partners have the authority to accept or decline your Order on behalf of Suppli and collect payment for your Order on behalf of Suppli. When you order through Suppli’s Online Marketplace, Suppli acts as a limited agent for its Food Merchant partners with the authority to offer a Food Merchant’s Products for sale at the price shown through the Service. Suppli has the authority to accept or decline your Order on behalf of the Food Merchant and collect payment for your Order on behalf of the Food Merchant. Suppli also has the authority to provide certain discounts and promotional offers in connection with Products offered through the Service.
Suppli is responsible for the regular pick-up of Containers from drop-off bins (“Drop-off Bins”), as well as the cleaning, sanitization and storage (prior to Food Merchant rental) of Containers. Suppli does not provide the Products itself or operate any of the Food Merchants, and is not itself a food merchant or restaurant. Suppli is not responsible for the quality, character or safety of any Products available through the Service; that is the sole responsibility of the Food Merchant. The provision of the Service and fulfilment of any Orders by the Food Merchant to you constitutes an agreement entered into between you and the Food Merchant. Suppli shall never be a party to such agreement.
Signing up for the service.
You have to be at least the age of majority or older in your jurisdiction of residence in order to use the Service. If you reside in a jurisdiction that restricts the use of the Service because of your age, or restricts the ability to enter into contracts such as this one due to age, you must abide by such age limits and you must not use the Service.
By using the Service, you are entering into a contract with Suppli under these Terms. In order to be able to use the Service through the Suppli Platform, you first need to sign-up with Suppli. When signing-up, you are obligated to provide Suppli with certain personal information, including your mobile telephone number, email address and payment card data. Upon successfully signing-up with Suppli, Suppli will provide you with a personal account, accessible to you with a password of your choice.
You warrant that the information you provide to Suppli is accurate and complete and that you will keep the information you have provided to Suppli current through the Service. Suppli is entitled at all times to verify the information that you have provided and to refuse use of the Service without providing reasons.
In connection with your use of the Service, Suppli may send you electronic service messages. These electronic messages may be sent for various reasons, including to provide a receipt for your Order, for security purposes (e.g., verifying that your smartphone is connected to the phone number you entered upon registration), for issues related to an Order you placed (e.g., if the Food Merchant is out of stock of an item you ordered, you may be notified by text message), and for operational purposes (e.g., following up on overdue Containers, confirming the Food Merchant you ordered from if Containers are returned without a matching Order, etc.). For information about promotional and marketing messages, please refer to our Privacy Policy.
Making an Order.
The Service allows you to send Orders to Food Merchants through Suppli’s Online Marketplace. The GPS receiver may be used to detect your location and use your location to optimize sending an Order to a Food Merchant. Suppli has the sole and complete discretion to accept or reject each Order on behalf of the Food Merchant. Once you have submitted your Order, you will not be entitled to change or cancel your Order, nor will you be entitled to a refund of your Order. Suppli will notify you as soon as reasonably practicable if your Order is rejected for any reason. Your Order may be rejected at any time because the Food Merchant is too busy, due to weather conditions or for any other reason. If your Order is accepted, payment will be authorized by Suppli and you will be provided an estimate on when your Order will be ready. Neither Suppli nor the Food Merchant guarantee that Orders will be ready for pick-up within the estimated times.
Adding the Service to an Order.
The Service can be added to an order in the following ways:
Walk-in and Call-in Orders. When placing an Order with a Food Merchant partner (one that has agreed to Suppli’s Food Merchant Terms of Service), you must request that the Products be packaged in Suppli Containers. The Food Merchant will add this item to your bill at the price shown through the Service, and will prompt you to scan a QR code near their checkout counter or on a sticker placed on a Container lid to report your Order to Suppli. You may also report your order by going to Suppli’s Website (www.mysuppli.ca). When you scan the QR code, you will be asked to enter the email address associated with your account and, if you have not already signed up to use the Service, to create a free account.
Online Third Party Platform Orders. When placing an Order with a Food Merchant partner (one that has agreed to Suppli’s Food Merchant Terms of Service), through a Third Party Platform, you must add one (1) Suppli Container item from the Food Merchant’s menu to your Order. When your Order is placed through a Third Party Platform, certain information related to your Order will be shared with Suppli by the Third Party Platform for the sole purpose of tracking your container returns (including contacting you about the returns if necessary). This information may include your first name, last name, phone number, email address, postal code, and order items.
In some cases, Food Merchants may not be able to package all of the Products for your Order in our Containers (e.g., if certain Products do not fit or present well in a Container shape or size available). If this is the case, Food Merchants will make every effort to use our Containers when you have requested to use and paid for the Service. You will not receive a refund if all Products in your Order are not packaged in our Containers.
If you have any issues with an Order placed through the Suppli Platform (including any issue regarding the accuracy of information provided through the Service), or wish to change or cancel your Order after it has been accepted, you may contact the Food Merchant or Suppli directly (hello@mysuppli.ca) and they or we will assist you in resolving your issue. If you have any issues with an Order placed through a Third Party Platform, please refer to the Order management processes outlined by the Third Party Platform. We cannot guarantee that we can resolve any complaint or issue you have because resolution is at the sole discretion of the Food Merchant once an Order has been accepted. If we are unable to assist you in resolving a complaint, you will need to address it directly with the Food Merchant. All complaints regarding the quality of any Products should be addressed directly to the Food Merchant. Suppli has no obligation to compensate you for any dispute you may have with any Food Merchant.
Container returns.
You will have fourteen (14) days from the date of your Order to return the Container(s) received for that Order to one of Suppli’s Drop-off Bins (for example, if you placed an Order using Suppli Containers on May 1st, your Containers must be returned to a Drop-off Bin by midnight on May 15th). In order to complete your return, you must scan the QR code at the Drop-off Bin and complete the associated return form. You may also report returns by emailing returns@mysuppli.ca, or by visiting our Website (www.mysuppli.ca). The locations of Drop-off Bins can be found on Suppli’s Website. Suppli reserves the right to charge you a $15 CAD replacement fee (“Replacement Fee”) per Order for any Container returns that are not reported within fourteen (14) days of your Order. Replacement fees will be charged to your credit card on file.
You agree to rinse out your Containers before returning them, when possible.
Acceptable use.
You may only access the Service using the means and methods permitted by Suppli.
By using the Service, you further agree that:
You will only use the Service for your sole, personal use and will not resell it to a third party;
You will not authorize others to use your account, once available to be created with personalized login information;
You will not assign or otherwise transfer your account to any other person or legal entity, once available to be created with personalized login information;
You will not use the Service for unlawful purposes, including but not limited to sending or storing any unlawful material or for fraudulent purposes;
You will not use the Service to cause nuisance, annoyance or inconvenience;
You will not impair the proper operation of any network accessed through the Service;
You will not try to harm the Service in any way whatsoever;
You will not copy or distribute the Website without written permission from Suppli;
You will keep secure and confidential your account password or any identification we provide you which allows access to the Service, once an account is available to be created with personalized login information;
You will provide us with whatever proof of identity we may reasonably request;
You will only use the Service through an internet connection you are authorized to use;
You are aware that when the Service may require receiving or sending messages by short message service (SMS; if available in your jurisdiction), standard messaging charges (if any) will apply;
You will not use the Service with an incompatible or unauthorized device; and
You will comply with all applicable laws including the laws of the area in which you are present while using the Service.
Suppli reserves the right to immediately terminate your use of the Service should you not comply with any of the above rules. Suppli will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Suppli may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Suppli has no obligation to monitor your access to or use of the Service, but has the right to do so for the purpose of operating the Service, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
Payment.
There is no cost for you to sign up for the Service or to create an account. Use of the Service is provided at the rate(s) outlined by the Service. Suppli reserves the right to introduce a fee for holding a Service account. If Suppli decides to introduce such a fee, Suppli shall inform you accordingly and allow you to either continue or terminate your use of the Service.
Food Merchant partners shall charge you per Order on behalf of Suppli for the Order placed by you when you order directly from the Food Merchant (e.g., when placing your order by phone or in-person at the Food Merchant) or on a Third Party Platform that is not Suppli’s Online Marketplace. Suppli shall charge you on behalf of the Food Merchant for the Order placed by you on Suppli’s Online Marketplace. The fee for Suppli’s Service will be included in this total. You agree that you will pay for all Products you purchase from the Food Merchant, and that Suppli may charge you the total amount of your Order and/or a Replacement Fee (as outlined in the “Container returns” section) using the payment method provided by you (including any taxes and late fees, as applicable). You are responsible for the timely payment of all fees and for providing Suppli with a valid method of payment at all times. Any payment made is non-refundable. Payment options available to you when registering for the Service may include all major credit cards, Debit/Visa (traditional debit cards are not accepted), Google Pay, Apple Pay and Apple Pay Cash (in U.S. only). Suppli may add additional payment methods from time to time.
Suppli uses a third-party payment processor (the "Payment Processor") to link the payment card you provide to the Service, and by using this third-party service, you agree to its terms and conditions of service. The processing of payments or credits, as applicable, in connection with your use of the Service will be subject to the terms, conditions and privacy policies of your credit card issuer in addition to these Terms. Suppli is not responsible for any errors by the Payment Processor.
Promotions.
Suppli may, in Suppli's sole discretion, provide offers, programs and promotions (“Promos”) that allow you to obtain account credits, reward points, or other features or benefits related to the Services and/or a third party provider's services (collectively, “Promo Benefits”). Promos may be subject to additional terms and conditions that Suppli establishes from time to time. You agree that: Promos must be used for the intended audience and purpose, and in a lawful manner; Promos may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Suppli; Promos may be changed, terminated or disabled by Suppli at any time for any reason without prior notice or liability to Suppli; One Promo cannot be combined with any other Promo unless expressly permitted by Suppli in the terms of the Promo; Promo Benefits may only be used pursuant to the specific terms that Suppli establishes for the applicable Promo; and Promo Benefits are not redeemable for cash and may be subject to expiration or termination conditions. Certain Promos may only be available to new users. New users are natural persons who have not yet created a Suppli account. New users may also be required to complete an Order before being eligible for any Promo offer and the Promo Benefits. Additional terms and conditions specific to new user Promos may be specified by Suppli from time to time. Suppli reserves the right to delay delivery of Promo Benefits pending verification that a user has complied with the terms of the Promo, including verification of the user's identity. Suppli users that make a referral code available to others must not make any false or misleading representations related to Suppli or the benefits a new user may receive upon signing-up for Suppli. Suppli reserves the right to deduct or cancel Promo Benefits in the event that Suppli determines or believes that the use or redemption of the Promo was in error, fraudulent, illegal, or in violation of the applicable Promo terms or these Terms. Account credits provided by Suppli, whether as a Promo Benefit, through the redemption of rewards points or otherwise provided by Suppli through any means, have no cash value and will only apply in the local currency and are not transferable. If a purchase on Suppli exceeds the account credit value in your account, the remaining balance will be charged to the registered credit card. Account credits may be cancelled and removed from your account. Unless otherwise specified in the particular Promo, account credits are subject to cancellation by Suppli at any time and may be removed from your account at Suppli’s discretion. Unless otherwise prohibited by applicable law, Suppli reserves the right to cancel and/or expire any rewards points in your account after one year of account inactivity.
Any Promos made available through the Service may be governed by rules that are separate from these Terms.
If you participate in any Promos, please review the applicable rules as well as our Privacy Policy. If the rules for a Promo conflict with these Terms, the Promo rules will apply.
Indemnification.
By accepting these Terms and using the Service, you agree that you shall indemnify and hold harmless Suppli, its affiliates, licensors, and each of their officers, directors, other users, employees, attorneys and agents (collectively, “Suppli Group”) from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) your violation or breach of these Terms or any applicable law or regulation, whether or not referenced herein; (ii) your violation of any rights of any third party, including, without limitation, Food Merchants arranged via the Service, or through which the Service is purchased; or (iii) your use or misuse of the Service.
Liability.
THE LEGISLATION OF CERTAIN JURISDICTIONS DOES NOT ALLOW FOR CERTAIN EXCLUSIONS OF LIABILITY, SO THAT SOME OF THE PROVISIONS BELOW MAY NOT APPLY TO YOU. FOR THE AVOIDANCE OF DOUBT NOTHING IN THESE TERMS SHALL AFFECT YOUR STATUTORY RIGHTS. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE OUR LIABILITY TO YOU TO THE EXTENT THAT, BY APPLICABLE LAW, SUCH LIABILITY MAY NOT BE SO LIMITED OR EXCLUDED.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED), ALL OF WHICH ARE HEREBY DISCLAIMED BY US TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUPPLI DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT: (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (III) ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR PERSONAL EXPECTATIONS OR BE OF A CERTAIN QUALITY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT NO MEMBER OF THE SUPPLI GROUP SHALL BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING LOSS OF PROFITS, REVENUE, ECONOMIC ADVANTAGE, GOODWILL, DATA, OPPORTUNITY OR SALES, DAMAGES FOR PERSONAL INJURY, OR FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR OTHER INTANGIBLE LOSSES (WHETHER OR NOT THE SUPPLI GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE, INCLUDING DAMAGES CAUSED BY MALWARE, VIRUSES OR ANY INCORRECTNESS OR INCOMPLETENESS OF ANY CONTENT YOU MAY ACCESS; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (III) UNAUTHORIZED ACCESS TO, LOSS, OR ALTERATION OF YOUR TRANSMISSIONS OR DATA SUBMITTED TO OR RECEIVED FROM THE SERVICE; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE, RELEASE AND DISCHARGE THE SUPPLI GROUP FROM ALL LEGAL CLAIMS, DEMANDS, DAMAGES, ACTIONS OR CAUSES OF ACTION IN RESPECT OF THE FOREGOING. SUPPLI WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ANY OF OUR OBLIGATIONS UNDER THESE TERMS THAT IS CAUSED BY EVENTS OUTSIDE OUR REASONABLE CONTROL.
WITHOUT PREJUDICE TO THE FOREGOING, AND INSOFAR AS ALLOWED UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE SUPPLI GROUP TO YOU IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SERVICE SHALL IN NO EVENT EXCEED CAD$100.00.
Content.
For the purpose of these Terms, the following definitions apply:
"Content" means all content featured or displayed, including, but not limited to, logos, icons, trademarks, text, graphics text, graphics, photographs, images, moving images, sound, illustrations, music, software (excluding the Suppli Platform), opinions, remarks, comments, artwork, links, questions, suggestions, information or other materials.
"Suppli Content" means Content owned or used by Suppli, its affiliates or third-party licensors (including Food Merchants) and made available through the Service, but excluding User Content.
"User" means a person who accesses or uses the Service.
"User Content" means Content that a User posts, uploads, publishes, submits or transmits to be made available through the Service.
"Collective Content" means, collectively, Suppli Content and User Content.
Subject to your compliance with these Terms, Suppli grants you a limited, revocable, non-exclusive, non-transferable license:
to view, download and print any Suppli Content solely for your personal and non-commercial purposes; and
to view any User Content to which you are permitted access solely for your personal and non-commercial purposes.
Unless otherwise stated, the copyright and other intellectual property rights in the Suppli Content are owned by us, the Food Merchants or our other licensors. These works are protected by copyright laws, trademark laws, and other intellectual property laws and treaties, both in Canada and around the world and all rights therein are reserved. For the purposes of these Terms, any use of extracts from the Suppli Content other than in accordance with these Terms is prohibited.
You have no right to sublicense the license rights granted in this section.
You may not use, copy, adapt, modify, create derivative works from, distribute, license, sell, transfer, publicly display, publicly perform, reproduce, transmit, stream, broadcast or otherwise exploit the Collective Content, except as expressly permitted in these Terms. You may not reuse any Collective Content without first obtaining the written consent of Suppli. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Suppli or its licensors, except for the licenses and rights expressly granted in these Terms. Any rights not expressly granted in these Terms are reserved.
We may, in our sole discretion, permit Users to post, upload, publish, submit or transmit User Content through the Service. User Content will be deemed non-confidential and non-proprietary. By providing User Content to Suppli, you grant Suppli a non-exclusive, perpetual, transferable, worldwide, royalty-free, right to use, copy, distribute, display, modify, make derivative works from, and disclose to third parties any User Content for any purpose, in any medium and throughout the world. You hereby waive any moral rights in your User Content in favour of Suppli.
You acknowledge that Suppli only acts as a passive conduit for the distribution of the User Content and is not responsible or liable to you or to any third party for the content or accuracy of the User Content. Suppli does not continuously monitor User Content published by you or moderate between Users, nor shall Suppli be under an obligation to do so. Without limiting the foregoing, you acknowledge and agree that any remarks, opinions, comments, suggestions and other information expressed or included in the User Content do not necessarily represent those of Suppli.
Any use by you of the User Content is entirely at your own risk. You represent and warrant that any User Content posted or transmitted by you is original to you and does not copy the work of any third party or otherwise infringe any third party intellectual property rights, rights of privacy or personality rights and does not contain any defamatory, vulgar, illegal, or disparaging statements. Furthermore, you represent and warrant that you have the capacity to grant the license as stipulated in this paragraph.
You agree to indemnify and hold harmless the Suppli Group against all costs, expenses, damages, losses and liabilities incurred or suffered by any member of the Suppli Group related to any User Content posted or transmitted by you through the Service.
Suppli reserves the right at its sole discretion to block or remove (in whole or in part) any User Content posted or transmitted by you and which Suppli believes is not in accordance with these Terms (including without limitation materials which infringe or may infringe third party intellectual property rights, rights of privacy or personality rights), or is otherwise unacceptable to Suppli. You agree to provide to Suppli sufficient information to enable Suppli to investigate whether such User Content breaches these Terms. Suppli shall take such action as Suppli in its sole discretion decides. However, Suppli does not warrant or represent that it will block or remove (in whole or in part) or monitor such User Content.
Suppli Platform App license.
Subject to your compliance with these Terms, Suppli grants you a limited, non-exclusive, revocable, non-transferable license to download and install a copy of the Suppli Platform App on a single mobile device that you own or control and to run such copy of the Suppli Platform App solely for your own personal use. You shall not: License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Suppli Platform App in any way; modify or make derivative works based upon the Suppli Platform App; create Internet "links" to the Suppli Platform or "frame" or "mirror" any Suppli Platform App on any other server or wireless or Internet-based device; or reverse engineer or access the Suppli Platform App in order to: (i) design or build a competitive product or service; (ii) design or build a product using similar ideas, features, functions or graphics of the Suppli Platform App; (iii) copy any ideas, features, functions or graphics of the Suppli Platform App; (iv) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Suppli Platform App; (v) misuse the Suppli Platform App, including by hacking or "scraping"; (vi) send spam or otherwise duplicative or unsolicited messages of any kind in violation of applicable laws; (vii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or anything which would violate third party privacy rights; (viii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ix) interfere with or disrupt the integrity or performance of the Suppli Platform App; or (x) attempt to gain unauthorized access to the Suppli Platform App or its related systems or networks.
Intellectual property ownership.
Suppli alone (and its third party licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Website, Suppli Platform App and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Website, Suppli Platform App or the Service.
These Terms do not constitute a sale and do not convey to you any rights of ownership in or related to the Website, Suppli Platform App or the Service, or any intellectual property rights owned by Suppli. Nothing contained on the Website or Suppli Platform App should be construed as granting, by implication or otherwise, any license or right to use any trademarks, except with our express written permission or the permission of a third party that may own the applicable trademarks.
Third party interactions.
During use of the Service, you may enter into correspondence with, purchase goods or services from, or participate in promotions of Food Merchants, advertisers or sponsors through a link on the Suppli Platform or through the Service. These links take you off the Suppli Platform and the Service and are beyond Suppli’s control. The websites you can link to have their own separate terms and conditions as well as a privacy policy. Suppli is not responsible and cannot be held liable for the content and activities of these websites. You therefore visit or access these websites entirely at your own risk. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
Please note that these other websites may send their own cookies to users, collect data or solicit personal information, and you are therefore advised to check the terms of use or privacy policies on those websites prior to using them.
Termination.
You are entitled to terminate your use of the Service at any time by refraining from requesting to use the Service when placing Orders. You can close your user account at any time by following the instructions on Suppli's website. Suppli is entitled to terminate your use of the Service at any time without notice and with immediate effect (by disabling your use of the Service) for any reason, including, if you: violate or breach any term of these Terms, or in the opinion of Suppli, misuse the Service.
Entire agreement.
The Terms (including any referenced documents) constitute the entire agreement between you and Suppli and governs your use of the Service, superseding any prior version of these Terms between you and Suppli.
Waiver and severability of terms.
The failure of Suppli to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction or arbitrator to be invalid, the parties nevertheless agree that the court or arbitrator should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
Modification of the Service and Terms.
Suppli reserves the right, at its sole discretion to change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time. Suppli may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.
Suppli reserves the right, at its sole discretion, to modify or replace any of these Terms. If we change these Terms, we will provide notice to you by posting the revised Terms on our Website and by indicating at the top of this page the date these Terms were last updated. Such changes will be effective when the revised Terms are posted to our Website. You should check the Terms frequently for any revisions, and especially before your use of the Service. By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, in whole or in part, please stop using the Service.
Notice.
Suppli may give notice by means of a general notice sent through electronic mail to your email address on record in Suppli's account information, or by written communication sent by regular mail to your address on record in Suppli's account information.
Assignment.
You may not assign your rights under these Terms without prior written approval of Suppli.
Applicable law and dispute resolution.
If you have any dispute, controversy or claim (a “Dispute”) about the Service, you agree to first try to resolve the dispute informally by contacting Suppli.
To the fullest extent permitted by applicable law, you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada, with respect to any Dispute arising out of or in connection with these Terms or your use of the Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded. If you are a resident of the Province of Quebec, Canada, the laws in that province will apply and the courts in that province will have jurisdiction over any Dispute.
WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND SUPPLI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Suppli agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
If you are located in, are based in, have offices in, or do business in a jurisdiction in which the following provision is enforceable, the following mandatory arbitration provision applies to you. You agree that any Dispute shall be submitted to and determined by binding arbitration in accordance with the applicable rules of the American Arbitration Association. The number of arbitrators shall be one and the parties shall mutually agree and appoint an arbitrator within 10 days of the delivery of the notice of arbitration, failing which the arbitrator shall be appointed by International Center for Dispute Resolution Canada. The place of arbitration shall be Toronto, Ontario, Canada. The language of arbitration shall be English. By agreeing to this provision, the parties agree that arbitration shall be the exclusive forum for resolving all Disputes and the decision of the arbitrator shall be final and binding upon both parties hereto. The decision of the arbitrator shall be executory, and judgment thereon may be entered by any court of competent jurisdiction.
English language.
The parties have requested that these Terms of Service and all documents contemplated hereby be drawn up in English. Les parties aux présentes se sont entendues que ces modalités de vente et tous autres documents envisagés par les présentes soient rédigés en anglais.