This Vendor Agreement (“Agreement”) is made effective on the date of accepting the terms of this Agreement by the Vendor (“Effective Date”), between Greggii Canada Inc. (“Greggii”), and the vendor or service provider (“Vendor”), a local vendor, with principal place of business as stated in the vendor’s account on Greggii.com or Shop.Greggii.com, COVID19-IMPACT.com, or any app owned operated by Greggii or affiliated with Greggii. Greggii and Vendor are collectively referred to as the “Parties.”
WHEREAS, Greggii is engaged in providing various services to various businesses through its physical and online channels for business services whereby, the exclusive group of members may order or use a product, or a service provided by the Vendor.
WHEREAS, Greggii is engaged in providing marketing services and tools to increase the sales and profitability of the vendors deal with Greggii.
WHEREAS, the Vendor desires to enroll with Greggii and to engage Greggii
as an additional channel for increasing its potential Users and profit from its exclusive group of members;
WHEREAS, the Vendor agrees to give special offers and promotions to Greggii and customer of Greggii referred to as “Users”.
WHEREAS, Company desires to include the Vendor on its list of available Vendors which allow having access to the Vendor’s services or products (hereinafter refers as to collectively, the “Service”).
NOW, THEREFORE, in consideration of the foregoing recitals and mutual covenant herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows adequacy of which is hereby acknowledged, the Parties agree as follows:
The section headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement.
TERM OF AGREEMENT
This Agreement shall be binding for a period of one year from the date of acknowledging and accepting this Agreement by the Vendor (hereinafter referred to as to “Effective Date”) and it will be renewed automatically for another year unless one of the parties terminate this Agreement as stated below.
Company will promote, market and make the Vendor’s Services available to the exclusive Users during Twenty-four (24) hours a day and seven (7) days a week through the physical and digital mediums including, but not limited to, websites, apps, social medial platforms. Referring Users to the Vendor’s premises, provide the Vendor with the customer’s information in order to render the services to the customer at the customer’s convenient place, or pickup and delivery products or services to the Users which to be available during the regular business hours of the Vendor.
Financial Support for Services
The Vendor may voluntarily decide to participate in the financial support for Negatively Impacted Individuals and Business Owners due Covid 19. The Vendor shall have the right at all time to determine the accepted percentages of redemption for the financial support from the Negatively Impacted Individuals and Business Owners.
The Vendor must provide the required services by the Users upon receiving the request from the customer. In the event that the customer ordered the Service digitally, Greggii shall promptly inform the Vendor about the specification of the customer’s order via email, text message or any other means accepted by the Parties.
The order shall include the location, where ordered Service is to be delivered, whether at the Vendor’s premises or any other locations. The Vendor shall accept orders for Service from Company and prepare Service in accordance with such order. In the event that the Service requires delivery, the Vendor shall prepare and pack the order in a proper container in order to protect the safe delivery of the Service.
The Vendor must inform Greggii immediately if the delivery of the order is subject to time restraint.
The Vendor represents and warrants that the Vendor is qualified, competent, authorized, permitted, have the skills and knowledge to provide the Services; he or she is of the age of majority and is legally authorized to bind its business entity;
The Vendor represents and warrants that all of its staff, employees and or workers are well trained and competent to render the service in a professional way as expect in the Vendor’s profession or business-standard. The Vendor further represents and warrants that the Vendor is fully responsible and liable for the Service provided by the Vendor and all of its employees, staff, and workers to the same extent that the Vendor is responsible for its service and shall ensure their compliance with its applicable terms of this Agreement.
COMPLIANCE WITH LAWS
The Vendor herein acknowledges and undertakes that the Vendor and its employees, staff, and workers shall at its sole expense at all times during the effectiveness of this Agreement comply with all governmental authorities including, but not limited to, statutes, rules, orders, ordinances, licenses, regulations, and policies.
PERMITS AND LICENCES
The Vendor shall obtain at its sole expense all licenses, permits, and approvals in connection with its business operation and service provided. The Vendor undertakes and acknowledges that it must be solely responsible for the expense of its operation including, but not limited to, pay and emitted the tax collected to the tax authorities, lease payment for the Vendor business location, customs, duties which may be or become payable to any authority as a result of the Vendor’s business operation and service provided.
The Vendor acknowledges and agrees to keep the proper insurance policy in effect during the effectiveness of this Agreement as required by the law and insufficient amount to cover all of the Vendor’s and Vendor’s staffs, workers, and employees liabilities in connection with its services or product provided in relation to this Agreement. Greggii assumes no liabilities in any nature in connection to the Vendor’s operation in providing services or products. The Vendor acknowledges and undertake to pay any additional fees incurs by Greggii as a result of the Vendor’s failure to keep an active and sufficient insurance policy in place which to cover all possible types of liabilities that may result out of the Vendor’s operation including, but not limited to, at the Vendor’s premises, customer’s premises or on the road. On the road, insurance means that the Vendor must have a sufficient insurance policy in place at all times when the Vendor’s service or product requires using any type of vehicle in completing or rendering the Vendor’s services or product or associated with the Vendor’s services or products.
If the Vendor considers delivering its Services to the Customer by hiring a delivery person for it and act like employees of the Vendor, the Vendor shall purchase and obtain at all times a commercial liability, automobile liability, umbrella liability, and worker’s compensation coverage. Upon request from Greggii, the Vendor shall provide a certificate of insurance reflecting such coverage.
QUALITY AND QUANTITY OF SERVICES AND PRODUCTS
The Vendor must ensure its products and the quality of services. The Vendor undertakes and acknowledges that the Vendor must render the best quality of services or products available to the Users within the time frame promised by the Vendor.
The Vendor herein undertakes to be solely responsible for the cost of returned products or retuned funds for unsatisfactory service or product rendered by the Vendor to Greggii Users.
The Vendor acknowledges and undertakes to use the provided information in connection with this Agreement solely to provide the Services to the Customer of Greggii as permitted by the services provided by the Vendor and only within the scope of what is permitted by the law.
The Vendor acknowledges that Greggii or the Users or a third party of Greggii may give access to the Vendor or the Vendor may obtain access to a sensitive information about the Users during the court of this Agreement, either directly or indirectly, and the Vendors must keep such information confidential at all time even after the completion go the Services. The Vendor acknowledges that he does not own Greggii or the User’s information and shall not engage in any selling, transferring, transmit it to any other person or party for any reason unless it is required to complete the Vendor’s required Services.
The Vendor may also have access or obtain an information in proprietary nature including, but not limited to programs, data, documentation, marketing strategies, current or future promotions or products, trade secrets, processes, techniques, Users and vendors lists, manuals, examination papers, plans, charts, or confidential information, technical information, budgeting, and expected profitability which is disclosed by Company or on behalf of Greggii by a third party to the Vendor, or learned by the Vendor during his engagement in providing the Services (collectively, “Confidential Information”).
The Vendor undertakes that the Vendor shall not use any Confidential information for the Vendor’s own benefit or the benefit of others, except to the extent permitted to render its Services to Greggii and its Users. the Vendor shall not disclose the confidential information in any form either orally or in writing, digitally, or physically to any third party during and after the termination of this Agreement. For the avoidance of doubt, the confidentiality clause and the Vendor’s obligation towards the confidential information must survive the termination of this Agreement. The Vendor acknowledges and understands that the confidential information are given to the Vendor by the Users and Greggii in trust.
Confidential Information does not include information which:
- a) was known to the Vendor before its receipt from Company;
- b) is publicly available, or
- e) is disclosed by the Vendor with Greggii’s prior written approval.
Nothing in this Agreement shall give the Vendor any rights in connection with any of the intellectual property related to Greggii’s products and services or of the goodwill associated therewith. The Vendor hereby acknowledges and undertakes not to acquire any rights in respect of the specifications, the trademarks, copyrights or other intellectual property related to Greggii and that all such rights and goodwill are, and shall remain, vested in Greggii. Greggii owns all intellectual property arising from the performance of the Vendor’s Services whether or not completed (“Company IP”).
The Vendor undertakes not to do any of the following without the prior written consent from Greggii:
Use Greggii’s name, trademarks, copyrights, trade names or other proprietary owned by Greggii.
Modifies, amends, changes, replaces or removes any of Greggii’s name, trademarks, copyrights, trade names or other proprietary owned by Greggii.
The Vendor shall promptly inform Greggii in writing of any infringement, suspected infringement or potential infringement by a third party in connection with Greggii’s rights to intellectual property including, but not limited to, the trademarks, copyrights, and patent, or other intellectual property related to Greggii’s Services, and provide Greggii with any available evidence of such infringement that the Vendor has in its possession or control or have knowledge of it. The Vendor shall assist, cooperate with Greggii in providing information and documents in connection with any dispute regarding the validity, enforceability, scope or infringement of Greggii’s rights in any intellectual properties related to the Services.
NON-COMPETITION AND NON-CIRCUMVENTION
The Vendor undertakes and acknowledges that Greggii has been investing a substantial amount of money, time and professional consultations and contributions to build its Vendors, Users, and professional list. The Vendor herein accepts to compensate the Corporation in the event that the Vendor approaches any of Greggii’s lists and shall not solicit or accept any business with any client of the Company outside the Company without the prior written consent of Company.
In the event of the breach by the Vendor or its employees, staff, workers, agent or any third party associated directly or indirectly with the Vendor, Greggii reserves all of its is legal rights to take the proper legal action against the vendors and seek compensation.
Greggii at its own discretion may grant a credit to the Vendor as a way of assisting the Vendor in ruining his business.
The Vendor will be able to collect points based on the sales or services provided by the Vendor. The Vendor will be notified by Greggii about the Vendor’s option to benefit from the points collected by the Vendor.
The Vendor acknowledges and agrees that Greggii is entitled to set off any amount owed by the Vendor to Greggii under this Agreement without notice to the Vendor, which does not constitute a breach by Greggii.
In the event that the Vendor caused a delay, other any delay caused by Greggii’s conduct or a Force Majeure, in performing any of the terms of this Agreement which caused a damage or loss to Greggii, either directly or indirectly, including but not limited to, the delay in completing the required Services; the Vendor undertakes and agrees to be liable for the damages of Greggii and shall compensate Greggii immediately in accordance to the damages caused by the Vendor to Greggii in any form including, but not limited to, costs, expenses, damages and losses which may incur directly or indirectly by Greggii as a result of the Vendor’s delay.
The Vendor acknowledges that this Agreement does not create an exclusive relationship between Greggii and the Vendor. The Vendor acknowledges that Greggii is providing the Vendor with a non-exclusive license to the Vendor in order to promote and provide its Services via any of Greggii’s platforms, channels, programs, technologies, websites, applications, promotional and advertising material associated therewith or a third party.
The Vendor undertakes not to grant its licenses or grant a sublicence to any third party without the prior express written consent of Greggii which may be withheld for any reason.
Greggii offers its Services for the following compensations:
Greggii charges the Vendor a marketing fee (hereinafter refers to “Marketing Fee”) which to be depends on multiple factors including but not limited to, the popularity and attracted offer that the Vendor is offering to Greggii which to be later promoted by Greggii to its Users. The Parties agree that Greggii can use the Marketing fees to set off from the purchase price of Greggii’s Users but not to exceed fifty percent of the total payment to be made by the User for the service or product provided by the Vendor. The Vendor solely control the amount of point or funds to be deducted from the Vendor’s final invoice, before adding the applicable taxes.
The Vendor hereby agrees and undertakes to accept from Greggii’s customers the available points or funds in their accounts as a method of payment against the total balance of the service or product invoice provided by the Vendor to Greggii’s Customer as determined by the Vendor under this Agreement. For the avoidance of doubt , the amount to be credited to the total purchase of the Vendor’s services or products shall be determined by the Vendor under the Vendor’s profile. The available funds or points to be accepted by the Vendor will be used to completely set off the of Greggii’s Marketing Fee regardless of the of its percentage or amount.
Greggii charges the Vendor an administrative fee (hereinafter refers as to “Admin Fee”) in an amount of $ 0.50 or seven percent of the total payment made directly by the User, whichever is higher, per order for service or product rendered through its mediums, forms or channels as. The Admin Fee is subject to the applicable sales tax of the Vendor’s jurisdiction. Due to inconsistency of the profit shares across different industries, Greggii and the Vendor may adjust the Admin Fee in order to insure its effort to contribute to the profitability of Vendors who do not make a big margin of profit in some industries.
Credit Card Transaction Fee: In addition to the administrative charge and Marketing Fees, the Vendor will be responsible to pay for any credit card payment charges that Greggii may incur if the payment was proceed via Greggii platform.
Any Modification to any Service or the value of the Service shall be communicated in writing at the earliest possible to Greggii in order to update its database of Services. The Vendor must allow Greggii some time to update its database of Services. Greggii is not permitted to change any of the Vendor’s Services or value of the Services unless the Vendor provides the amended information in a written form to Greggii.
LIMITED RELATIONSHIP BETWEEN THE PARTIES
Nothing contained herein shall constitute this arrangement to be employment, a joint venture or a partnership or independent contractor, or an agent. The relationship between the parties is solely limited to the purpose of this Agreement. Neither Greggii or the Vendor shall have the authority to bind the other party either as an express or implied authority to act as an agent of the other party.
Vendor undertakes and agrees to defend and indemnify and hold Greggii, its officers, directors, agents, and employees harmless from and against all losses damages, liabilities, and claims arising or resulting from the Vendor’s Services to Greggii, against all costs, expenses, damages, liabilities, claims, suits, actions, charges, losses, liens, demands, payments, recoveries and judgments (including reasonable legal fees and costs) in connection with this Agreement or any act, omission or error of the Vendor, its officers, directors, agents, employees, staff, workers, suppliers, or licensees in providing the Services by the Vendor, including, but not limited to, injury or death of any persons, loss or damage to property, defective design or products or services, negligence by the Vendor, violation, infringement, or interference by the Vendor in connection with the right to intellectual property, copyright, patent or trademark of any third party by the Vendor or its officers, directors, agents, employees, staff, workers, suppliers Greggii incurs through claims of third parties against Vendor based on the manufacture or sale of the Licensed Products including, but not limited to, actions founded on product or services liability. The Vendor assumes all liability resulted in any damages, injury to a person or property as a result of the Vendor’s Services or from the Vendor’s premises or its employees.
The Vendor must comply, uphold, and honor its pricing to Greggii or to Greggii’s Users, if the Vendor opts to instruct Greggii to credit the Marketing Fee to the Users, during the full period agreed between the Vendor and Company.
The Vendor will be required to provide Greggii with complete and full information about the Vendor’s company’s information, trademark, logo, hours of operation, contact information, address, business description, Services.
The Vendor will be required to provide a high quality of Service, great customer service, and great experience for Greggii’s Users.
The Vendor must make it clear to Greggii’s Users that the Vendor is not a partner or joint venture with Greggii.
Greggii shall be responsible for marketing and promoting the Vendor’s Services to its Users and assisting in communication between the Users and Vendors in connection with the Users’ orders and inquiries.
Greggii will focus on inventing or implanting techniques in order to increase the Vendor’s sales and existence in the market.
For ensuring the quality of services and transparency of Vendor’s Services, Greggii may at its discretion implement Mr. Shopper’s program. Mr. Shopper Program provides Greggii with a detailed report about the quality of service received, the price honored by the Vendor, the transparency in reporting the sale to Greggii in the event of paying in cash. In the event of the act of dishonesty by the Vendor, Greggii has the right to immediately terminate the Agreement with the Vendor and remove it from the Vendor’s list.
Greggii shall market and promote the Vendor’s Services during the term of this Agreement throughout Greggii’s platforms, channels, programs, technologies, websites, applications, promotional and advertising material associated therewith or a third party.
Greggii must make it clear to Greggii’s Users that the Vendor is not a partner or joint venture with Greggii.
RIGHT OF GREGGII
Greggii shall have the right to post or to remove the post or the Vendor at any time without a cause. The Vendor shall provide Greggii with the marketing materials and content of the Vendor’s Services. The Vendor shall assume the full responsibility and obligation to render the Service or product upon confirming the order of the Customer.
This Agreement shall be in effect and continue to be in full force and effect unless it came to an end as a result of one of the following reasons:
(a) by mutual termination of Greggii and the Vendor; or
(b) in the event the Vendor ceases to operate its business;
(c) in the event the Vendor is bankrupt;
Greggii has the absolute right to terminate this Agreement with an immediate effect and without notice to the Vendor in the event that Vendor breaches any of its obligations under this Agreement or any other agreement with Greggii.
The Vendor has the right to terminate this Agreement prior to the completion of its term, one year. If the Vendor desires to terminate the Agreement before the completion of the term, the Vendor simply can inform Greggii with its desires in the form of 30 days written notice. the Vendors understands and undertakes to uphold all of its obligations during the termination notice. Greggii may assist the Vendor to terminate the Agreement instantly provided such termination is feasible to be terminated immediately.
The Parties at the time of termination must consider the best interest of the existed customer and handle their services in a professional way. For the avoidance of doubt, each Party must endeavor its best efforts to serve the customer in accordance with the custom in its industry and complete its duties mentioned under this Agreement even after the termination of this Agreement come to effect unless otherwise agreed by Greggii by waiving any further responsibility of the Vendor.
The Parties agree that this Agreement can be terminated by any Party at any time by serving a written notice on the other Party via the other Party’s email mentioned in the Vendor’s profile and Greggii’s sales email. The Parties agree that the termination will take an effect on the 30th day from the date of receiving the termination notice by the other Party. Taking into consideration the nature of the relationship between the Parties, the Parties agree and acknowledge that the notice of 30 days is sufficient. In the event that both Parties serve their termination notice on each other, the termination notice will take an effect on the 30th day from the date of receiving the termination notice by the other Party or earlier if both Parties agree in writing.
If and to the extent that Greggii or the Vendor is unable to fulfill or as delayed or restricted to fulfill any obligation under this Agreement by reason of Health Emergency, the removal of the license to provide the Services or any reason of any laws, strike, lockout, civil commotion, war-like operation, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations, or by adverse weather conditions (being weather conditions which preclude any work at the leased property) or any Acts of God, any permission or authority required pursuant to any applicable Laws or by reason of any other such cause beyond its control and not the fault of the party being delayed and not avoidable by the exercise of reasonable or any other such cause beyond its control and not the fault of the party being delayed and not avoidable by the exercise of reasonable foresight, then Greggii or the Vendor shall be relieved from the fulfillment of such obligations under this Agreement from the date of such occurrence of the event that caused the impossibility to perform.
No assignment, transfer or disposal of any interest that a Vendor may have pursuant to this Agreement shall be made at any time without the prior written approval of Greggii. Notwithstanding the foregoing, Greggii may assign any and all interests without any restriction under this Agreement to a parent or affiliate, or due to merger or acquisition without the consent of Vendor, which will result in transferring the entire rights and obligation of the Vendor to the Assignee.
This Agreement constitutes the entire agreement between the Parties and supersedes any former agreements, statements, representations, proposals, communications whether in writing or orally. The Parties agree that any amendment of this Agreement must be in written form and signed by both Parties. The Vendor acknowledges and agrees that the Agreement may be updated from time to time by Greggii and Greggii will provide a notification to the Vendor prior to the effectiveness date of the updated Agreement. The Vendor continuation to use Greggii’s Services shall constitute an irrevocable acceptance by the Vendor to be bind by the terms of the updated Agreement.
If any term, covenant, or condition in the agreement is, to any extent, held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the agreement, or the application of that term, covenant, or condition to persons or circumstances other than those as to which it is held to be invalid or unenforceable, will not be affected by that invalidity and non-enforceability, and all other terms, covenants, and conditions of the agreement will be valid and enforceable to the fullest extent permitted by law.
No modifications, amendment, alteration, change, add or variation of any part of this Agreement in any nature to the content of this Agreement shall be made without the prior written approval of the other party and must be signed by both Parties.
For the avoidance of any unnecessary disputes under this Agreement, the Parties agree that they will respect and honor all terms and conditions of this Agreement. The Parties agree that in the event of the insufficiency of the terms and conditions of this Agreement, the Vendor must acknowledge the updated terms and conditions of this Agreement in order to provide its Services through Greggii.
In the event that the Vendor is not accepting the updated terms and conditions of this Agreement or modifications, amendment, alteration, change, add or variation of this Agreement, the Vendor shall immediately inform Greggii in writing of its desire to terminate this Agreement or basically terminate its subscription with Greggii.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.
The Parties acknowledge and agree that this Agreement is governed by the laws of the Province of Ontario and the Federal Laws of Canada. The Parties irrevocably submit their rights to the exclusive jurisdiction of the competent courts in the Province of Ontario and Federal Courts where it has jurisdiction over the disputed matter between the Parties including but not limited to the appeals before the Canadian courts.
The agreement shall be construed and interpreted in accordance with the laws of the Province of Ontario.
in the event of the dispute between the two parties, the Parties shall endeavor their best efforts to resolve the disputed matter amicably between each other. if the parties failed to resolve the matter within 90 days from the time of dispute arose, the parties must resolve their dispute by binding ediation in the City of Toronto.
This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and discussions between the parties hereto relating thereto.
IN WITNESS WHEREOF, this Agreement is entered into as of the date first set forth above.