Last Updated: June 22, 2020
These terms and conditions of sale (these “Terms”) are the only terms which govern the sale of goods (“Goods”) that may be offered and sold by Post Promise (“we”, “us” and “our”), a not-for-profit corporation incorporated under the laws of Canada, to you (“you” and “your”) through our e-commerce site (our “Store”).
PLEASE READ THESE TERMS CAREFULLY BEFORE PLACING AN ORDER OR OTHERWISE PURCHASING A GOOD FROM US THROUGH OUR STORE. BY PLACING AN ORDER OR PURCHASING A GOOD FROM US THROUGH OUR STORE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) YOU ACCEPT THIS AGREEMENT AND AGREE TO BE BOUND TO ITS TERMS; (C) YOU REPRESENT AND WARRANT THAT YOU ARE: (I) OF LEGAL AGE TO ENTER INTO A LEGALLY BINDING CONTRACT ONLINE, AND HAVE THE FULL RIGHT, POWER AND AUTHORITY TO COMPLY WITH THE OBLIGATIONS UNDER THESE TERMS; AND (II) IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A CORPORATION OR OTHER LEGAL ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH CORPORATION OR OTHER LEGAL ENTITY. IF YOU DO NOT MEET ALL OF THE FOREGOING ELIGIBILITY REQUIREMENTS OR DO NOT AGREE TO ANY OF THESE TERMS, YOU MUST NOT PURCHASE ANY GOODS FROM US THROUGH OUR STORE.
If these Terms are considered an offer, acceptance is expressly limited to these Terms.
Any new features or tools which are added to our current Store shall also be subject to these Terms. You can review the most current version of these Terms at any time on this page. We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to these Terms. For your reference, the “Last Updated” date at the top of these Terms indicates when these Terms were last revised. It is your responsibility to check this page periodically for changes. Your continued use of or access to our Store following the posting of any changes to these Terms constitutes acceptance of and agreement to any such changes.
Our Store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our Goods to you.
1. GENERAL CONDITIONS
(a) You agree that we reserve the right to refuse your access to our Store for any reason at any time.
(b) You acknowledge and agree that your content (not including credit card information) that you input into our Store may be transferred through or outside of our Store unencrypted, and such transfers may involve: (a) transmissions over various networks; and (b) changes to your content to conform and adapt to technical requirements of connecting networks or devices. Notwithstanding the foregoing, any credit card information that you input into our Store will always be encrypted during transfer over networks.
(c) You agree that your order is an offer to buy, under these Terms, all Goods listed in your order. All orders must be accepted by us or we will not be obligated to sell the Goods to you. We may choose not to accept orders at our sole discretion, even after we have sent you a confirmation email with your order number and details of the items you have ordered.
(d) YOU ACKNOWLEDGE THAT ALL SALES OF GOODS THROUGH OUR STORE ARE FINAL AND WE DO NOT PROVIDE ANY CREDITS, REFUNDS, RETURNS OR EXCHANGES ON ANY GOODS PURCHASED THROUGH OUR STORE. ACCORDINGLY, YOU AGREE THAT REFUNDS AND EXCHANGES WILL NOT BE PROVIDED FOR ANY GOODS THAT YOU PURCHASE THROUGH OUR STORE.
(a) You acknowledge that we have made every effort to display, as accurately as possible, the colors and images of our products that appear on the Store. Accordingly, you agree that we cannot guarantee that your computer monitor’s display of any color will be accurate.
(b) With respect to Goods posted in our Store, you acknowledge and agree that:
(i) we reserve the right, but are not obligated, to limit the sales of our Goods to any person, geographic region or jurisdiction, and that we may exercise this right on a case-by-case basis;
(ii) we reserve the right to limit the quantities of any products or services that we offer;
(iii) we reserve the right, in our sole discretion, to change all descriptions of Goods, prices, discounts and promotions posted on our Store, at any time and without any notice to you;
(iv) we reserve the right to discontinue any Good at any time;
(v) the price charged for any Goods will be the price advertised in our Store at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable;
(vi) all posted prices are exclusive of and do not include shipping and handling charges, and any applicable taxes, levies, duties or other charges, and all such shipping and handling charges, and applicable taxes, levies, duties or other charges, will be added to your total price, as itemized in your shopping cart and in your order confirmation email;
(vii) we reserve the right to correct any errors, inaccuracies or omissions at any time, and to cancel any orders that contain any of the foregoing, including after an order has been placed; and
(viii) any offer for any Good through our Store is void where prohibited.
(c) You agree that all terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order.
(d) You represent and warrant that you are buying Goods from our Store for your own use only, and not on behalf of a third-party and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within Canada only.
3. SHIPMENTS; DELIVERY; TITLE AND RISK OF LOSS
(a) You agree that you are responsible for and will pay all shipping and handling charges, unless otherwise specified in the order confirmation.
(b) You agree that title and risk of loss pass to you upon our transfer any purchased Goods to the carrier. Further, you agree that any shipping and delivery dates that we may provide to you are estimates only and cannot be guaranteed by us, and that we will not be liable for any delays in the shipment of any Goods.
4. ACCURACY OF BILLING AND ACCOUNT INFORMATION
(a) You agree that:
(i) we reserve the right to refuse any order you place with us; and
(ii) we may, in our sole discretion, at any time, and without any notice to you, limit or cancel quantities purchased per person, per location or per order, and that such restrictions may apply to orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address;
In the event that we refuse, make a change to, or cancel an order, we may attempt to notify you by contacting your e-mail and/or your billing address, which you provided to us at the time the order was made.
(b) You agree to provide current, true, complete and accurate purchase and account information for all purchases made at our Store, and that you are duly authorized to use the form of payment that you select for a purchase through our Store.
(c) You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
5. OPTIONAL TOOLS
(a) We may provide you with access to third-party tools on our Store, over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of any such optional third-party tools.
(b) Any use by you of optional tools offered through our Store is entirely at your own risk and discretion and you should ensure that you are familiar with, and approve of, the terms on which such tools are provided by the relevant third-party provider(s).
(c) We may also, in the future, offer new services or features through our Store, and such new features or services shall also be subject to these Terms.
6. THIRD-PARTY LINKS
(a) Certain content and Goods available via our Store may include materials from third-parties, including third-party links that may direct you to third-party websites with which we have no affiliations. You acknowledge and agree that we are not responsible for examining or evaluating the content or accuracy of, and we do not warrant and will not have any liability or responsibility for, any third-party materials, contents, websites, products, or services.
(b) Without limiting the generality of the foregoing, you agree that we will not be liable for any harm or damages related to the purchase or use of any products, services, resources, content, or any other transactions made in connection with any third-party transaction, whether or not made through our Store. Please carefully review any applicable the third-party’s policies and practices, and make sure you understand them before you engage in or and complete any such third-party transactions. Any complaints, claims, concerns, or questions regarding third-party products should be directed to the applicable third-party.
7. PERSONAL INFORMATION
8. ERRORS, INACCURACIES AND OMISSIONS
(a) Occasionally there may be information on our Store that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. You agree that we reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on any related website is inaccurate, in our sole discretion, at any time, and without any prior notice (including after you have placed an order).
(b) You agree that we have no obligations to update, amend or clarify information on our Store or any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied on any related website, should be taken to indicate that all information on our Store or any related website has been modified or updated.
9. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
(a) OUR STORE IS, AND ANY GOODS OFFERED ON OUR STORE ARE, PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE, OUR AFFILIATES, AND OUR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS, SUBCONTRACTORS AND REPRESENTATIVES, EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WHETHER ORAL OR WRITTEN, WITH RESPECT TO OUR STORE OR OUR GOODS, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE OR OTHERWISE, INCLUDING ALL IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET POSSESSION AND NON-INFRINGEMENT.
(b) TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS, SUBCONTRACTORS AND REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, IN EACH CASE, WHETHER ARISING OUT OF OR IN CONNECTION WITH OUR STORE, OUR GOODS OR THESE TERMS, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY, STATUTE, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY, AND WHETHER WE, HAD BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITIES OF SUCH DAMAGES.
(c) OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE GOODS YOU HAVE PURCHASED THROUGH OUR STORE.
You agree to indemnify, defend and hold harmless us, our affiliates, and our and their respective members, directors, officers, employees, agents, independent contractors, subcontractors and representatives, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
11. FORCE MAJEURE
We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, any act of God, flood, fire, earthquake, tsunami, explosion, governmental action, war, invasion or hostility (whether war is declared or not), terrorist threat or act, riot or other civil unrest, national emergency, revolution, insurrection, outbreak, epidemic, pandemic, lockout, strike or other labour dispute (whether or not relating to our workforce), restraint or delay affecting carriers, inability or delay in obtaining supplies of adequate or suitable materials, telecommunication breakdown or power outage.
In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.
(a) The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
(b) These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to access and use our Store, or when you cease accessing and using our Store.
(c) If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Store (or any part thereof).
14. ENTIRE AGREEMENT
The headings in these Terms are for reference only and do not affect the interpretation of these Terms.
You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 16 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
17. NO WAIVERS
The failure or delay by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by one of our duly authorized representatives.
18. NO THIRD-PARTY BENEFICIARIES
These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.
19. INDEPENDENT CONTRACTORS
The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
20. GOVERNING LAW
All matters arising out of or relating to these Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction).
The parties have required that these Terms and all documents and notices resulting from it be drawn up in English. Les parties aux présentes ont demandé que cette convention ainsi que tous les documents et avis qui s’y rattachent ou qui en découleront soit rédigés en la langue anglaise.