LOCAL HOUSE GENERAL TERMS AND CONDITIONS
THESE LOCAL HOUSE GENERAL TERMS AND CONDITIONS ("GENERAL TERMS") CONTAIN THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICES AND FORM PART OF THE SERVICES AGREEMENT BETWEEN YOU AND LOCAL HOUSE (THE GENERAL TERMS, THE SERVICES AGREEMENT AND ALL SERVICES POLICIES COLLECTIVELY REREFERRED TO HEREIN AS THE "AGREEMENT").
As used in these General Terms, "we", "us", "our" and "Local House" means or refers to Local House Online Marketplace Ltd. and any of its applicable Aﬃliates, and "you" means the Vendor and any of its Aﬃliates. Capitalised terms used and not defined in these General Terms have the meanings given to them in the Services Agreement or the Services Policies. To the extent of any conflict or inconsistency between the terms and conditions of these General Terms, the Services Agreement and any Services Policies in place from time to time, the narrower or more specific term or condition shall take precedence and, in the event of irreconcilable conflict or inconsistency, precedence shall be given to the documents in the order in which the documents appear in this sentence.
GENERAL PROVISIONS FOR THE SERVICES
Fee Payments and Financial Information.
Details of the fees payable by you are set forth in the Services Agreement and any applicable Services Policies. All expenses in connection with the Services Agreement are solely your responsibility. In order to use the Services, you must provide us with credit card information for a valid credit card acceptable to Local House in its discretion (the "Vendor Credit Card") and bank account information for a valid bank account acceptable to Local House in its discretion (the "Vendor Bank Account"). You must update the information for the Vendor Credit Card and the Vendor Bank Account as may be necessary from time to time to ensure that it is at all times complete, accurate and valid. We may at any time require you to provide any ﬁnancial, business or personal information we request to verify your identity. You authorise us, from time to time: (i) to verify the details of the Vendor Credit Card and the Vendor Bank Account (as the same may be updated from time to time); (ii) to obtain credit reports about you; (iii) to obtain credit authorisations from the issuer of the Vendor Credit Card; and (iv) to charge the Vendor Credit Card or debit the Vendor Bank Account for any amounts payable to Local House by you (for any reason).
Withholding of Payments.
If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Local House or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any such risks exist. For any amounts that we determine you owe us, we may (a) charge the Vendor Credit Card or any other payment instrument you provide to us; (b) oﬀset any amounts that are payable by you to us against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; or (d) collect payment or reimbursement from you by any other lawful means. If we determine that your Local House account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate our Services Policies, then we may in our sole discretion permanently withhold any payments to you. Except as provided otherwise, all amounts contemplated in the Agreement will be expressed and displayed in Canadian Dollars, and all payments contemplated by the Agreement will be made in Canadian Dollars.
We may, in our sole discretion, require that you pay us amounts to secure the performance of your obligations under the Agreement or to mitigate the risks associated with returns, claims, disputes or violations of our terms and policies. Failure to comply with the terms of the Agreement may result in the forfeiture of such amounts. Further, as a security measure, we may, in our sole discretion impose transaction limits (in terms of number or cumulative value of transactions over a period of time) on vendors and/or customers. We shall not be liable to you with respect to any Transaction that is rejected by reason of a security measure imposed by us.
Term and Termination.
The term of the Agreement shall commence on the Commencement Date set forth in the Services Agreement and shall continue for the Initial Term (as described in the Services Agreement) and thereafter shall be automatically renewed for successive three-month terms (each, a "Renewal Term") until terminated by the parties as described in the Agreement.
We may terminate your use of the Services and terminate the Agreement for convenience at any time on fourteen (14) days' notice to you. If we terminate the Agreement for convenience, you shall be entitled to a refund of any Subscription Fee paid for the remaining portion of the Initial Term or the applicable Renewal Term, as applicable.
We may suspend or terminate your use of the Services immediately and, in our discretion, terminate the Agreement, if we determine that: (a) you have breached the Agreement and failed to cure within ten days of a notice of breach, unless your breach exposes us to liability toward a third party, in which case we are entitled to waive the cure period at our reasonable discretion; (b) your account has been, as may be determined by us, used for deceptive, fraudulent, or illegal activity; (c) your use of the Services has harmed or might harm, as may be determined by us, other vendors, customers, or Local House's interests; or (d) you become insolvent, have made an assignment for the benefit of creditors or are the subject of voluntary or involuntary bankruptcy proceedings. We will promptly notify you of any such termination or suspension. You shall not be entitled to a refund of any Subscription Fee (or any portion thereof) on termination of the Agreement pursuant to this paragraph.
You may terminate the Agreement for convenience on notice to us, with such termination being effective: (a) as of the last day of the Initial Term (if you terminate the Agreement at any time during the Initial Term); or (b) effective as of the last day of the applicable Renewal Term (if you terminate the Agreement at any time following the Initial Term), as applicable. Until the effective date of such termination for convenience, you shall continue to be able to use the Services and the Local House Site and shall be responsible for paying all applicable Subscription Fees. For clarity, if you terminate the Agreement for convenience, you shall not be entitled to a refund of any Subscription Fees (or any portion there).
On termination of the Agreement for any reason, all related rights and obligations under the Agreement immediately terminate, except that you will remain responsible for performing all of your obligations in connection with Transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and Sections 2, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 of these General Terms shall survive termination of the Agreement.
You grant us a royalty-free, non-exclusive, worldwide right and licence for the duration of your original and derivative Intellectual Property Rights to use any and all of the Product Materials for the Services or other Local House product or service, and to sublicence the foregoing rights to our Aﬃliates; provided, however, that we will not alter any Vendor Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to speciﬁc uses of the Product Materials; provided further, however, that nothing in the Agreement will prevent or impair our right to use the Product Materials without your consent to the extent that such use is allowable without a licence from you or your Aﬃliates under applicable Law.
Each party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which the business is registered and that you are registering for the Services within such jurisdiction; (b) it has all requisite right, power, and authority to enter into the Agreement, perform its obligations, and grant the rights, licenses, and authorizations in the Agreement; (c) any information provided or made available by one party to the other party or its Aﬃliates is at all times accurate and complete; and (d) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under the Agreement.
Vendor Indemniﬁcation Obligations.
You will defend, indemnify, and hold harmless Local House, and Local House's oﬃcers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, legal fees and disbursements) (each, a "Claim") arising from or related to: (a) the Products and the Product Materials, including the oﬀer, sale, delivery, refund, cancellation, return, or adjustments of or to the Products and the Product Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by Local House), or property damage related thereto; (b) Vendor Taxes or the collection, payment, or failure to collect or pay Vendor Taxes, or the failure to meet tax registration obligations; (c) actual or alleged breach of any representations made by you; and (d) your non-compliance with applicable Laws.
Local House's Indemniﬁcation Obligations.
Local House will defend, indemnify, and hold harmless you and your oﬃcers, directors, employees, and agents against any third-party Claim arising from or related to: (a) actual or alleged breach of any representations made by Local House; or (b) Local House's non-compliance with applicable Laws.
If any indemniﬁed Claim might adversely aﬀect Local House, we may, to the extent permitted by applicable Law, and at our cost, voluntarily intervene in the proceedings. You shall not consent to any judgment or any settlement of an indemniﬁed Claim without our prior written consent, which we will not unreasonably withhold. You may, however, settle any claim that exclusively affects you. Disclaimer & General Release.
THE LOCAL HOUSE SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES AND THE LOCAL HOUSE SITE, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU USE THE LOCAL HOUSE SITE AND THE SERVICES AT YOUR OWN RISK. EXCEPT THOSE SET FORTH IN SECTION 6 ABOVE, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THE LOCAL HOUSE SITE, THE AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. LOCAL HOUSE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LOCAL HOUSE SITE AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS. BECAUSE LOCAL HOUSE IS ONLY AN INTERMEDIARY IN TRANSACTIONS BETWEEN CUSTOMERS AND VENDORS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES LOCAL HOUSE (AND ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
Limitation of Liability.
LOCAL HOUSE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR THE COST OF COVERING, RECOVERING, OR RECOUPING ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THE AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF LOCAL HOUSE HAS BEEN APPRISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. IN ADDITION, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS PAID BY YOU TO LOCAL HOUSE UNDER THE AGREEMENT DURING THE PRIOR TWELVE MONTH PERIOD.
You will maintain at your expense, throughout the term of the Agreement, commercial general liability insurance with the a limit of no less than $1,000,000.00 per occurrence and in the aggregate covering liabilities caused by or occurring in conjunction with the operation of your business.
You will be responsible for the collection, reporting, and remittance of any and all Vendor Taxes, except to the extent that Local House automatically calculates, collects, or remits taxes on your behalf according to applicable Law. All fees and payments payable by you to Local House under the Agreement are exclusive of any applicable taxes, deductions or withholding, and you will be responsible for paying Local House any Vendor Taxes imposed on such fees and any deduction or withholding required on any payment.
Conﬁdentiality and Personal Data.
During the course of your use of the Services, you may receive Conﬁdential Information. You agree that for the term of the Agreement and for two years after termination of the Agreement: (a) all Conﬁdential Information will remain Local House's exclusive property; (b) you will use Conﬁdential Information only as is reasonably necessary for your use of the Services; (c) you will not otherwise disclose Conﬁdential Information to any Person except as required to comply with the applicable Laws; (d) you will take all reasonable measures to protect the Conﬁdential Information against any use or disclosure that is not expressly permitted by the Agreement; and (e) you will retain Conﬁdential Information only for so long as its use is necessary for your use of the Services or to fulﬁl your statutory obligations and in all cases will delete (or destroy, as applicable) such information on termination or as soon as no longer required for the fulﬁlment of statutory obligations. You may not use Local House's name, trademarks, or logos in any way (including in promotional material) without our advance written permission. You may not use customer personal information in any way inconsistent with applicable Law. You must keep customer personal information conﬁdential at all times.
Relationship of Parties.
You and Local House are independent contractors, and nothing in the Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Local House. You will have no authority to make or accept any oﬀers or make any representations on our behalf. The Agreement does not create an exclusive relationship between you and Local House. Nothing expressed or mentioned in or implied from the Agreement is intended or will be construed to give to any person other than the parties to the Agreement any legal or equitable right, remedy, or claim under or in respect to the Agreement. The Agreement and all of the representations, warranties, covenants, conditions, and provisions in the Agreement are intended to be and are for the sole and exclusive beneﬁt of Local House, you, and customers. You will not make any statement that would contradict anything in this Section 15.
We will provide at least thirty (30) days' advance notice for changes to the Agreement. Notwithstanding the foregoing, we may make changes to the Agreement without notice to you: (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change or add any features to the Services where the change does not materially adversely affect your use of the Services; or (c) to restrict products or activities that we deem unsafe, inappropriate, oﬀensive, or unlawful; provided that we will subsequently provide you notice of such changes. YOUR CONTINUED USE OF THE SERVICES AFTER THE DATE OF ANY CHANGE TO THE AGREEMENT WILL CONSTITUTE YOUR ACCEPTANCE OF THAT CHANGE. IF ANY CHANGE IS UNACCEPTABLE TO YOU, YOU AGREE NOT TO USE THE SERVICES AND TO TERMINATE THE AGREEMENT AS PROVIDED HEREIN.
We may provide you with login information and password(s) for your use of the Services and the Vendor Portal. You are solely responsible for keeping such login information and password(s) secure and confidential and you shall not share your login information or password(s) with any person who is not authorised to use your account. You are solely responsible for any use or actions made with your password. You must change your password(s) from time to time to maintain the security of your password(s) or immediately if your password(s) has, or have, been compromised.
Local House's Websites and Services.
Local House has the right to determine the design, content, functionality, availability and appropriateness of its websites (including the Local House Site), selection, and any product or listing on the Local House Site, and all aspects of the Service, including your use of the same. Local House may assign any of these rights or delegate any of its responsibilities.
Local House will not be liable for any delay or failure to perform any of our obligations under the Agreement by reasons, events or other matters beyond our reasonable control.
The Governing Laws identified in the Services Agreement will govern the Agreement, without reference to rules governing choice of laws. EXCEPT WHERE PROHIBITED BY LAW, YOU AND LOCAL HOUSE AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT (INCLUDING BEFORE A JURY) OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO ANY CLAIM.
Except where prohibited by law, any claim or dispute arising out of, relating to, or regarding the Services or the Agreement, including the validity, existence, breach, termination, construction or application of any terms and conditions of the Agreement, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with the Agreement (a "Dispute"), shall be referred to and determined by a single arbitrator in a final and binding arbitration administered in accordance with The Arbitration Act, 1992 (Saskatchewan). The arbitration shall take place in Saskatoon, Saskatchewan, unless the parties agree otherwise. The costs and expenses of the arbitrator shall be shared equally between the parties. There shall be no right to appeal any award or decision of the arbitrator. A party may take such steps as are required to enforce an award made by an arbitrator. The existence of the arbitration and any element of the arbitration, including any award or decision, shall be completely confidential.
You may not assign the Agreement, by operation of law or otherwise, without our prior written consent. Any proposed assignment or transfer in violation of this provision is void; provided, however, that on notice to Local House, you may assign or transfer the Agreement, in whole or in part, to any of your Aﬃliates provided that you remain liable for your obligations that arose prior to the eﬀective date of the assignment or transfer under the Agreement and such Affiliates provide all information required by this Agreement. We may assign or transfer our rights and obligations under the Agreement in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction or to any Aﬃliate or as part of a corporate reorganization; and eﬀective upon such assignment, the assignee is deemed substituted for Local House as the party to the Agreement. Subject to the aforesaid restrictions, the Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns.
If any provision of the Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not aﬀect the validity and enforceability of any remaining provisions. It is the express wish of the parties that the Agreement has been drafted in English. (Les parties conviennent que la présente autorisation et tous les termes et conditions applicables s'y rattachant soient rédigés en anglais.). The Agreement represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.
SELLING ON THE LOCAL HOUSE SITE
Products and Product Information.
You will provide accurate and complete Product Information for each product that you oﬀer for sale on the Local House Site and you will update the Product Information as necessary from time to time to ensure it at all times remains accurate and complete. You will also ensure that the Product Materials, the Products (including packaging) and your oﬀer and subsequent sale of any of the same on the Local House Site comply with all applicable Laws (including all labelling requirements) and do not contain any defamatory, obscene or unlawful content. You may not provide any information for, or otherwise seek to oﬀer any Prohibited Products on the Local House Site.
Product Listing; Merchandising; Order Processing.
We will enable you to list the Products for sale on the Local House Site, and conduct merchandising and promote the Products for sale in accordance with the Agreement. The Local House Site may contain features that rate or permit customers to rate, the Products and your performance as a vendor on the Local House Site and Local House may make these ratings and feedback publicly available on the Local House Site.
We will provide all necessary Order Information to you for each order of Products on the Local House Site. We will receive all Sales Proceeds on your behalf for each Transaction and will have exclusive rights to do so, and will remit the Sales Proceeds to you in accordance with the Agreement.
Credit Card Fraud.
We will bear the risk of credit card fraud (that is, fraudulent purchases arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with the Transactions. You will bear all other risk of fraud or loss. Sale and Fulﬁlment.
You will: (a) source, oﬀer and sell Products in accordance with the terms of the Agreement, and all terms published on the Local House Site at the time of a Transaction and be solely responsible for and bear all risk for those activities; (b) package and label Products in a commercially reasonable manner complying with all packaging and labelling standards required by Law and the Services Policies, as applicable, and have each Product ready for pickup by the customer or Local House, as applicable, on or before the Order Fulfilment Time; (c) retrieve Order Information from the Vendor Portal as often as required in order to meet your obligations under the Agreement and in any event no less than once each business day before the Same-Day Order Time; (d) only cancel Transactions as permitted pursuant to the terms and conditions on the Local House Site at the time of the applicable order or as may be required under the Agreement; (e) provide to Local House information regarding fulﬁlment and order status, in each case as requested by us using the processes designated by us; (f) comply with all manufacturer's instructions for Products; (g) include an order-speciﬁc packing slip, and, if applicable, any tax invoices, with each order of Products; and (h) identify yourself as the seller of each of the Products on all packing slips or other information included or provided in connection with the Products and as the Person to whom a customer may return the Product.
Customer Fulfilled Orders
You will have all Customer Fulfilled Orders ready for pickup by the customer at or before the Order Fulfilment Time. The customer shall have the right to reject any Unsuitable Product.
Local House Fulfilled Orders
You will have all Local House Fulfilled Orders ready for pickup by Local House at or before the Order Fulfilment Time. We shall have the right to reject any Unsuitable Product. If we reject an Unsuitable Product, or a Local House Fulfilled Order is not ready for pickup at the Order Fulfilment Time, we may charge you an administrative fee. Local House shall deliver Local House Fulfilled Orders to customers in accordance with its standard practice and any applicable Services Policies.
You expressly agree that Local House may engage its Aﬃliate(s) or third parties in order to deliver the Local House Fulfilled Orders. For each Local House Fulfilled Order, you shall pay 50% of the Fulfilment Fee to Local House. If you agree to pay 100% of the Fulfilment Fee to Local House, your Products may be advertised on the Local House Site as having "free delivery".
IN ADDITION TO THE DISCLAIMER IN SECTION 10 OF THESE GENERAL TERMS, WE DISCLAIM ANY DUTIES OF A BAILEE AND YOU WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW, STATUTE OR OTHERWISE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE, OR SHIPMENT OF THE PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.
Cancellations, Returns, and Refunds.
You will be solely responsible promptly accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with the Agreement, your standard return/refund policies and any Local House refund terms and conditions contained in the Services Policies from time to time. Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the beneﬁt of customers. You will route any payments or refunds to customers in connection with Transactions through Local House. We will make any payments to customers in the manner we determine, and you will reimburse us for all amounts we pay to customers.
Problems with the Products; Product Recalls.
You are responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of the Products or other products provided in connection with the Products.
You will promptly notify us of any recalls or potential recalls, or safety alerts of any of the Products and cooperate and assist us in connection with any recalls or safety alerts, including by initiating the procedures for returning items to you under our standard processes. You will be responsible for all costs and expenses you, we or any of our or your Aﬃliates incur in connection with any recall or potential recall or safety alerts of any of the Products (including the costs to return, store, repair, liquidate, or deliver to you any of these products).
You will be solely responsible for all customer service issues relating to the Product(s) including, but not limited to, packaging, handling, and customer returns, refunds, and adjustments. We will have no customer service obligations other than to pass any inquiries to your attention at the contact you provide, and to make available a reasonable amount of information regarding the status of a Transaction if you request it and to the extent we possess the requested information. You will ensure that all of your policies and messaging to customers regarding the Products and other related matters, reﬂect our policies and requirements.
We will be responsible for customer service issues relating to the operation and functionality of the Local House Site and for customer service issues relating to the delivery of Local House Fulfilled Orders.
In addition to your representations and warranties in Section 6 of these General Terms, you represent and warrant to us that: (a) you have valid legal title to all Products and all necessary rights to distribute and sell the Products and to perform under the Agreement; (b) you will make all Products available in new condition (or in such condition otherwise described by you in the applicable Product Information) and in a merchantable condition; (c) all Products and their packaging will comply with all applicable marking, labelling, and other requirements required by Law; (d) Products offered for sale on the Local House Site shall be in-stock or shall have an accurate and current "available by" date provided in the Product Information; (e) no Product is or will be produced or manufactured, in whole or in part, by child labour or by convict or forced labour; and (f) you and all of your subcontractors, agents, and suppliers involved in producing or providing Products will strictly adhere to all applicable Laws, and all applicable laws in any other countries where Products are produced, regarding the operation of their facilities and their business and labour practices, including working conditions, wages, hours, and minimum ages of workers.
As specified in the Services Agreement, you will pay us: (a) the applicable monthly Subscription Fee; (b) the applicable Transaction Fee per Transaction; (c) the applicable Processing Fee per Transaction; and (d) any other applicable fees described in the Agreement (including any applicable Services Policies). "Sales Proceeds" has the meaning set out in these General Terms and "Subscription Fee", "Transaction Fee" and "Processing Fee" have the meaning set out in the Services Agreement.
Remittance of Sales Proceeds & Refunds.
Except as otherwise stated in the Agreement, we will remit to you your available balance in accordance with Local House's payment remittance Services Policy in place from time to time. For each remittance, your available balance is equal to any Sales Proceeds not previously remitted to you for the respective month (which you will accept as payment in full for the Transactions), less: (a) the Subscription Fee; (b) the Transaction Fees; (c) the Processing Fees; (d) any other applicable fees described in the Agreement (including any applicable Services Policies); (e) any amounts we require you to maintain in your account balance pursuant to the Agreement; and (f) any taxes that Local House automatically calculates, collects and remits to a tax authority according to applicable Law.
Payments Processing Agency Appointment
You authorize Local House to act as your agent for purposes of processing payments and any applicable adjustments for Transactions, receiving and holding Sales Proceeds on your behalf, remitting Sales Proceeds to the Vendor Bank Account, charging the Vendor Credit Card, and paying Local House and its Aﬃliates amounts you owe in accordance with the Agreement or other agreements you may have with Local House or its Aﬃliates.
When a customer instructs us to pay you, you agree that the customer authorizes and orders us to commit the customer's payment (less any applicable fees or other amounts we may collect under the Agreement) to you. You agree that customers satisfy their obligations to you for Transactions when we receive the Sales Proceeds. We will remit funds to you in accordance with the Agreement.
Sales Proceeds will be held in an account with us and will represent an unsecured claim against us. Sales Proceeds are not insured by the Canada Deposit Insurance Corporation. You do not have any right or entitlement to collect Sales Proceeds directly from any customer. Prior to disbursing any funds to you, we may combine Sales Proceeds held with the funds of other users of the Services. You will not receive interest or any other earnings on any Sale Proceeds held by us at any time. To the extent required by applicable Laws, we will not use any funds held on your behalf for Local House corporate purposes, will not voluntarily make such funds available to Local House's creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit Local House's creditors to attach such funds.
As used in these General Terms, the following terms have the following meanings:
"Aﬃliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
"Conﬁdential Information" means information relating to Local House, to the Services, the Local House Site, or any Local House customers or vendors that is not known to the general public including, but not limited to, any information identifying or unique to speciﬁc customers or vendors; reports, insights, and other information about the Services; data derived from the Services except for data (other than customer personal data) arising from the sale of the Products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational speciﬁcations relating to the Services. For the purposes of the Agreement, customer personal data constitutes Conﬁdential Information at all times.
"Customer Fulfilled Orders" means orders that are specified by the customer to be picked up by the customer at the Vendor's physical establishment.
"Governing Laws" means the governing laws specified in the Services Agreement.
"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
"Law" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or in the future in eﬀect, of any governmental authority (e.g., on a federal, provincial or municipal level, as applicable) of competent jurisdiction.
"Local House Fulﬁlled Transaction" means orders that are specified by the customer to be delivered to the customer at the address specified by the customer and that will be so delivered by Local House or its Affiliates.
"Local House Site" means the website through which the Services are provided, the primary home page of which is identiﬁed by the url [∙], and any successor or replacement of such website, and includes: (i) any other online point of presence, mobile application, service or feature through which the Local House Site is made available; and (ii) the Vendor Portal.
"Order Fulfilment Time" means:
- with respect to an order submitted by a customer on or before 12:00 on any Vendor Business Day, 14:00 on that Vendor Business Day; with respect to an order submitted by a customer after 12:00 on any Vendor Business Day, 14:00 on the next following Vendor Business Day; and
- with respect to an order submitted by a customer on any day other than a Vendor Business Day, 14:00 on the next following Vendor Business Day.
Provided, however, that for any Product subject to a Transaction that is indicated as not "in-stock" on the Local House Site, the Order Fulfilment Time shall be 14:00 on the Vendor Business Day next following the day that the Product is in-stock at the Vendor's physical establishment.
"Order Information" means, with respect to any Transaction, the relevant order, Product and customer information that we provide or make available to you.
"Person" means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other entity, whether or not having distinct legal existence.
"Product" means any product (including warranties, extended service plans and related oﬀerings for any such product) that you have oﬀered for sale on the Local House Site.
"Product Information" means, with respect to each of the Products listed for sale on the Local House Site, and in accordance with any categorisation required by Local House from time to time, the following (except as otherwise expressly not required under any Services Policies): (a) description; (b) SKU numbers, and other identifying information that Local House may reasonably request; (c) information regarding in-stock status and availability; (d) categorization within each product category and browsing structure as required by Local House from time to time; (e) digitized image(s) that accurately portrays the Product, complies with all Local House image guidelines, and does not include any additional logos, text or other markings; (f) Purchase Price; (g) any text, disclaimers, warnings, notices, labels, warranties, or other content required by applicable Law to be displayed in connection with the oﬀer, merchandising, advertising, or sale of the Product; (h) any vendor requirements, restocking fees or other terms and conditions applicable to the Product that a customer should be made aware of prior to purchasing the Product; (i) brand and model information; (j) dimensions and weight; (k) applicable technical speciﬁcations; (l) the location at which the Product is available; and (m) any other information reasonably requested by us from time to time.
"Product Materials" means all Technology, Vendor Trademarks, copyrightable works under applicable Laws, the Product information, data, materials, and other items or information provided or made available by you or your Aﬃliates to Local House or its Aﬃliates. "Prohibited Products" means any products that are prohibited for sale by Law and any products described as prohibited in any applicable Services Policy or otherwise prohibited by Local House from time to time.
"Purchase Price" means the total amount payable or paid for a Product.
"Renewal Term" has the meaning set forth in Section 4 of these General Terms.
"Sales Proceeds" means the gross proceeds from any Transaction, including (i) packaging, gift wrap and other charges; and (ii) taxes and customs duties to the extent applicable.
"Same-Day Order Time" means 12:00 on any Vendor Business Day.
"Services" means the provision of a local online marketplace through the Local House Site including, but not limited to, the listing of goods for sale to the public, the facilitation of the sale of such goods (including handling of payments), delivery of such goods to customers when applicable and all services necessarily ancillary thereto.
"Services Agreement" means the Local House Services Agreement between you and Local House governing your use of the Services and the Local House Site, pursuant to which these General Terms are incorporated by reference and form an integral part.
"Services Policies" means all Local House policies applicable to the use of the Services and the Local House Site, which are made part of the Agreement on the date you register for or use the applicable Services, and any subsequent changes or additions we make to those policies from time to time.
"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, speciﬁcations, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or other functional item. "Trademark" means any trademark, service mark, trade dress, trade name, other proprietary logo or insignia, or any other source or business identiﬁer, protected or protectable under any Laws.
"Transaction" means any sale of Product(s) pursuant to a customer order submitted through the Local House Site.
"Unsuitable Product" means a Product that is defective, damaged, unﬁt for a particular purpose, lacking required label(s), does not comply with the Agreement (including applicable Services Policies); or that is otherwise determined to be unsuitable by Local House or a customer, as applicable.
"Vendor" means the vendor described in the Services Agreement.
"Vendor Business Day" means any day that the Vendor is open for business in the ordinary course.
"Vendor Portal" means, collectively, the online portals, "back-end" features and tools made available to you, for your use of the Services including, but not limited to, for managing your Products, your orders, inventory, and presence on the Local House Site
"Vendor Taxes" means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason in connection with any advertisement, oﬀer or sale of Products by you on the Local House Site. Vendor Taxes also means any of the types of taxes, duties, levies, or fees mentioned above that are imposed on or collectible by Local House or any of its Aﬃliates in connection with or as a result of fulﬁlment services performed by Local House with respect to the Products.
"Vendor Trademarks" means any of your Trademarks that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product speciﬁc information or materials.
[End of Local House General Terms and Conditions]