General Terms - Prime Supplier Program

Last updated on: November 7, 2024

These General Terms, along with the applicable  Prime Supplier Agreement   (collectively, the “Terms”), the Shoplazza Terms of Service and the Partner Program Agreement (as applicable) form an agreement between Shoplazza (together with its affiliates, “Shoplazza”), and the Partner, which are specified in the Prime Supplier Agreement.


1. DEFINITIONS 


For the purpose of these Terms, the following terms shall have the following meanings, unless otherwise defined or the context requires otherwise:

  1. “Affiliate Partners” refer to individuals or entities with significant online presence, who engage in promoting, endorsing, and driving sales for the Products. The Partners use various platforms, including social media networks (e.g., Instagram, TikTok), blogs, websites, or video channels, to generate interest and sales through sponsored content, reviews, endorsements, affiliate marketing, or advertisements.
  2. “Customer” refers to an individual or entity that purchases Products through the sales channels authorized under the Prime Supplier Agreement.
  3. "Order" refers to a request placed by a Customer to purchase Products through the sales channel authorized under the Prime Supplier Agreement 
  4. “Products” refer to the items supplied by the Partner that are covered under these Terms for sale through online channels.
  5. “Resellers” refers to third party merchants that are contracted by Shoplazza to resell Partner’s Products under this Agreement.
  6. “SaaS Services”  means the Shoplazza hosted commerce platform available via www.shoplazza.com and any associated websites, products or services offered by Shoplazza.
  7. “Social Commerce Platforms” refer to any website, mobile application, or other digital platform that connects buyers and sellers, allowing for the exchange of goods and services over the internet. Examples include: TikTok Shop, Facebook Marketplace, Instagram Shopping, Pinterest Shopping, etc. Any new or emerging digital platform that serves a similar function as described in this section shall also be considered a Social Commerce Platform under this Agreement, unless explicitly excluded by mutual written consent of the Parties.
  8. “Territory” shall mean the geographic area or market segment, as specified in the Prime Supplier Agreement    where Shoplazza is exclusively authorized to sell the Product(s). 

 

2. ENGAGEMENT FOR SERVICES 

The Partner hereby engages the SaaS services, social commerce management service, sub–distributor appointment and management service, (collectively, “Services”), provided by Shoplazza in compliance with the Prime Supplier Agreement .

 

3. AUTHORIZATIONS 

The Partner irrevocably and exclusively grants to Shoplazza:

  1. The right to manage and operate the e-commerce store built by the Partner utilizing the SaaS Services for the listing and sale of the products under these Terms.
  2. The right to create, register, and manage Social Commerce accounts, as specified in the Prime Supplier Agreement, and the exclusive right to use the Intellectual Property, as outlined in Section 8 of the General Terms, for the purpose of managing and operating these Social Commerce accounts for the marketing and sale of the Partner’s products for the duration of the Prime Supplier Agreement. All such social commerce accounts shall be owned and controlled by Shoplazza.
  3. The right to appoint Resellers as sub-distributors, who will market and promote the Products through their e-commerce stores for the duration of the Prime Supplier Agreement.
  4. The right to appoint Affiliate Partners as sub-distributors, who will market and promote the Products through their online platforms for the duration of the Prime Supplier Agreement   .
  5. The right to sublicense its intellectual property to Resellers and Affiliate Partners (“Collectively “Sub-Distributors”) for the purpose of marketing and selling the products, provided that such sub-licenses are subject to the terms and conditions of these Terms. The License granted herein shall remain in effect for the duration of the Prime Supplier Agreement and shall terminate upon its expiration or earlier termination.

 

4. RESPONSIBILITIES 

The parties agree to perform the following responsibilities:

  1. Shoplazza shall use commercially reasonable efforts to market and sell online the Partner’s products in the Territory. 
  2. Shoplazza reserves the right, but not the obligation, to reject to market any Product under these Terms if it reasonably believes that such Product violates applicable laws and regulations or the terms of these Terms.
  3. The Partner shall have full responsibility for the  supply of the products and shall ensure that they comply with applicable laws, regulations, and industry standards, including but not limited to safety, labeling, packaging requirements and import/export regulations in all the Territory.
  4. The Partner shall establish and communicate the prices for  the products. Any price changes must be agreed upon with Shoplazza.
  5. The Partner shall ensure that it holds all necessary intellectual property rights or licenses for the products under this agreement.
  6. The Partner shall be solely responsible for all representations and warranties concerning the Products.
  7. The Partner shall be solely responsible for all claims related to product defects, recalls, or other product-related liabilities. 
  8. The Partner shall be responsible for informing Shoplazza of any updates or changes to the Products, including new product launches, or changes in product features at least 30 business days in advance
  9. In the event of any potential stock shortages, production delays, or discontinuations, the Partner shall promptly notify Shoplazza at least [30] business days in advance or as soon as possible in the event that the discontinuance is caused by actions taken by a supplier of the Partner.  The Partner assumes full liability for any unfulfilled orders resulting from stock shortages, production delays, or product discontinuations. If failure to provide timely notice leads to customer refunds, the Partner shall promptly reimburse Shoplazza for all direct costs, including transaction fees and administrative expenses related to processing the refunds.
  10. The Partner shall be responsible for the  fulfillment of all customer orders at its own cost and shall be responsible for any non-delivery, late delivery, delivery error, mistake, damage, loss, theft or other act in connection with the fulfillment and delivery of its Products, except to the extent caused by Shoplazza’s fault or error.
  11. The Partner shall be responsible for responding to all customer inquiries and complaints.



5. PAYMENT OF FEES 
  1. The Partner shall pay the Subscription Fees, Transaction Fees and other Additional Fees for the SaaS Services in accordance with the Shoplazza Terms of Service and the pricing plan which is available at: https://www.shoplazza.com/pricing. 
  2.  The terms of payment for the social commerce management service and the sub-distributors service as applicable, shall be agreed upon and managed in accordance with the Prime Supplier Agreement .
  3. “Fees” shall refer to all amounts and fees that the Partner is obligated to pay to Shoplazza under these Terms, including but not limited to all fees mentioned in Sections 5.1 to 5.2 above.
  4. Shoplazza shall be responsible for collecting all payments on behalf of the Partner and Sub-distributors  and shall distribute the revenue accordingly. 

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

The Partner agrees to indemnify, defend, and hold harmless Shoplazza and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or related to (a) any breach of these Terms by the Partner including but not limited to its representations and warranties; (b) any product liability or other claim related to the Partner’s products sold by Shoplazza and/or the Sub - distributor; (c) any infringement or alleged infringement of intellectual property rights of third parties by the Partner’s products.

 

7. WARRANTIES AND REPRESENTATIONS 
  1. Each party warrants and represents that:
    1. It has all requisite corporate power, approvals, authorizations and licenses necessary to execute, receive and perform obligations under these Terms.
    2. It is duly organized and validly existing under the laws of its jurisdiction of incorporation and it will at all times hold all permits and licenses (whether of a statutory, regulatory, contractual nature or other kind) necessary to perform its services.
    3. It shall comply with all applicable laws and regulations in the performance of its obligations under these Terms.
    4. It is not a party to any written or oral agreement with any third party that would restrict its ability to enter into these Terms and/or the Prime Supplier Agreement to perform its obligations hereunder and that entering these Terms and/or the Prime Supplier Agreement    will not breach any non-disclosure, proprietary rights, non-solicitation or other covenant in favor of any third party.
  2. The Partner warrants that (a)the Products will conform to the specifications, quality standards, and labeling as provided by the Partner, and that they will be free from defects in materials and workmanship, and will be fit and safe for the use normally and reasonably intended (b) all representations and warranties included in the product labeling, marketing materials, and other related documentation are accurate and comply with all applicable laws and regulations (c) the Products under this Agreement do not infringe any patent,trademark, copyright or other proprietary rights and are not counterfeited, illegal or fraudulent; (d) the Products are not produced, manufactured, assembled or packaged by the use of forced labor, prison labor or forced or illegal child labor and (e) the Products were not trans-shipped for the purpose of mislabeling, evading quota or country of origin restrictions or for the purpose of avoiding compliance with forced labor, prison labor or child labor laws.  

 

8. INTELLECTUAL PROPERTY
  1. The Partner grants to Shoplazza a non-exclusive, royalty-free, and transferable license to use, reproduce, distribute and display, the Partner’s trademarks, logos, and other brand related material (Collectively “Intellectual Property”) solely in connection with the performance of Shoplazza’s obligations within the Territory under this Agreement. The License granted herein shall remain in effect for the duration of this Agreement and shall terminate upon its expiration or earlier termination.
  2. Any marketing material created by Shoplazza or Sub - distributor under this Agreement,, including but not limited to videos, images, graphics, captions, and other content (Collectively, “Marketing Content”) shall be deemed the sole and exclusive property of Shoplazza. This includes any adaptations, modifications, or derivative works based on the baseline promotional materials provided by the Partner. The Partner hereby acknowledges and agrees that Shoplazza retains all rights, titles and interest to such Marketing Content and the Partner shall have no claim, right, or interest herein. 
  3. Shoplazza grants the Partner a limited, and royalty-free licence to use the Marketing Content for the purpose of promoting the Products. The Partner acknowledges that the use of such content does not confer ownership rights. The License granted herein shall remain in effect for the duration of this Agreement and shall terminate upon its expiration or earlier termination.

 

9. TERM AND TERMINATION
  1. The Prime Supplier Agreement shall come into effect upon signature by both parties and shall remain valid for the Initial Term as set out in the Prime Supplier Agreement . Unless either Party notifies the other Party in writing not to renew the Prime Supplier Agreement    thirty (30) days prior to the expiration of the current term, the term of the Prime Supplier Agreement    shall be automatically extended by one (1) year upon the expiration of the current term, and so forth.
  2. Either party shall have the right to terminate the Prime Supplier Agreement    in advance by giving thirty (30) days written notice to the other party.
  3. The Prime Supplier Agreement    may be terminated with immediate effect by either party on giving written notice to the other party in the event that the other party is in material breach of these Terms.
  4. Those provisions of these Terms that logically should survive the termination of the Prime Supplier Agreement    in order to accomplish the fundamental purpose of it will do so, including Sections 4, 6 and 7.
  5. Notwithstanding the termination of the Prime Supplier Agreement    pursuant to the provisions above or upon expiration of its term, any SaaS Services purchased by the Partner under these Terms shall remain in full force and effect. The Partner is liable for paying any applicable Fees hereunder, unless such services are terminated, the subscription is cancelled (but remaining due amount shall be paid), or the subscription period has expired in accordance with the Shoplazza Terms of Service or other applicable terms or documents.

10. MISCELLANEOUS
  1. Entire Agreement. These Terms together with any annexures attached hereto constitutes the entire agreement between the parties, and supersedes all other agreements, arrangements, understandings, or representations between them, whether oral or written. In the event of any inconsistency between these Terms and the Partner Program Agreement, these terms shall prevail. The provisions of the Partner Program Agreement shall apply to matters not covered by these Terms.
  2. Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario. The parties agree that the courts of the province of Ontario will have exclusive jurisdiction over any matters arising from this Agreement. Each party hereby irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario.
  3. Amendment. These Terms may be updated from time to time at Shoplazza’s sole discretion. The Partner acknowledges and agrees that Shoplazza may amend these Terms at any time by posting the relevant amended and restated Terms on Shoplazza’s website, available at https://www.shoplazza.com/general-terms-prime-supplier-program, and such amendments to these Terms are effective as of the date of posting. By using the Services after the amendments, the Partner agrees to be bound by the most current version of these Terms, which shall be deemed accepted upon such use. It is the Partner’s responsibility to review these Terms regularly to ensure compliance with any updates. If the Partner does not agree to any changes to these Terms, the Partner must discontinue the use of the service.
  4. Notice. Any notice or other official communication given to a party under or in connection with these Terms shall be in writing and shall be addressed to the email address specified in the Prime Supplier Agreement    and will be deemed to have been duly delivered on the date of transmission. 
  5. Headings. The section headings used in these Terms are intended for convenience of reference and will not by themselves determine the construction or interpretation of any provision of these Terms.

 

 ADDITIONAL TERMS FOR SOCIAL COMMERCE PLATFORM

  • Roles and Responsibilities
  1. Shoplazza shall have full responsibility for the creation, maintenance, and optimization of the Social Commerce Platform.
  2. Shoplazza shall ensure that all actions taken on behalf of the Partner are in compliance with the terms and conditions, guidelines, and policies of the Social Commerce Platforms.
  3. Shoplazza shall handle first-level customer inquiries, providing initial holding responses based on agreed upon policies. The core responsibility for customer service and issue resolution on the social commerce platform lies with the Partner.
  4. The Partner shall provide Shoplazza with accurate, complete, and up-to-date product descriptions, specifications, images, and other necessary information required for listing the Products on the social commerce platforms.

 

ADDITIONAL TERMS FOR RESELLERS

  • Roles and Responsibilities
  1. Shoplazza shall have full responsibility for appointing and facilitating all transactions with the Resellers. The Partner shall not be involved in the transactions between Shoplazza and the Merchants or the Customers.
  2. Shoplazza shall enter into separate agreements with the Resellers and shall have full discretion to determine the terms and conditions of such engagements.
  3. The Partner shall provide reasonable product training for effective marketing and sales by Resellers when required.
  4. The Partner shall provide Shoplazza with accurate, complete, and up-to-date product descriptions, specifications, images, and other necessary information required for marketing by the Resellers.

 

ADDITIONAL TERMS FOR AFFILIATE PARTNERS

  •  Roles and Responsibilities
  1. Shoplazza shall have full responsibility for appointing and facilitating all transactions with the Affiliate Partners.
  2. Shoplazza shall enter into separate agreements with the Affiliate Partners and shall have full discretion to determine the terms and conditions of such engagements.
  3. The Partner shall provide Shoplazza with accurate, complete, and up-to-date product descriptions, specifications, images, and other necessary information required for marketing by Affiliate Partners.
  4. The Partner shall provide reasonable product training for effective marketing and sales by the Affiliate Partners when required.
  5. Any marketing material created by Shoplazza or Affiliate Partners shall be pre-approved by the Partner to ensure compliance with brand guidelines.