TWISH CART™ Seller Agreement
Effective Date: November 10, 2025
This Partner Agreement (“Agreement”) is entered into as of November 10, 2025 (the “Effective Date”) by and between:
Twish Cart Technologies Inc., d/b/a Twish Cart™, an Ontario corporation with its principal office at ⟦address⟧ (“Twish,” “we,” “us,” or “our”), and
⟦Partner Legal Name⟧, a ⟦jurisdiction⟧ ⟦corporation/sole proprietorship/partnership⟧ with its principal office at ⟦address⟧ (“Partner”).
Twish Cart™ and Partner are each a “Party” and together the “Parties.”
1) Purpose
1.1 Purpose. Twish Cart™ operates a marketplace facilitating group-buying and coordinated fulfillment of groceries and household goods via its website/app (the “Platform”). Partner wishes to list, sell, and fulfill eligible products (“Products”) to customers using the Platform (“Customers”).
1.2 Independent Parties. The Parties are independent contractors. This Agreement does not create a joint venture, franchise, employment, fiduciary duty, or agency, except limited agency for order facilitation and payment collection as expressly set out herein.
1.3 Seller of Record. Unless Twish is expressly identified at checkout as the merchant of record for a particular order/SKU, Partner is the seller of record and bears title and risk in Products until delivery/pick-up per Section 9.
2) Definitions
“Applicable Laws” include all Canadian federal, provincial, and local laws, regulations, orders, and guidance (including Safe Food for Canadians Act/Regulations, CFIA/Health Canada, labeling, weights & measures, consumer protection, privacy (PIPEDA), CASL, accessibility (AODA/IASR), tax, and environmental stewardship programs).
“Hub” means a designated pick-up site or cross-dock operated by Twish or its logistics partners.
“Order” means a Customer order placed on the Platform.
“SLA” means the service levels in Section 7 and Schedule A.
3) Term; Territory; Onboarding
3.1 Term. Initial term ⟦12⟧ months from Effective Date; auto-renews for successive ⟦12-month⟧ periods unless a Party gives ⟦30⟧ days’ written notice before renewal.
3.2 Territory. Canada-only, initially ⟦Ontario/Quebec⟧; expansion by mutual written agreement.
3.3 Onboarding. Partner will complete Twish onboarding (KYC, banking, CRA BN, tax collection config, insurance proof, HACCP/food safety documentation, recall plan, product catalog, and image rights).
4) Catalog, Content, and Compliance
4.1 Accurate Data. Partner provides and maintains accurate catalog data (name, brand, images, descriptions, ingredients/allergens, net quantity, unit of measure, taxability, deposits/ecofees, GTIN/PLU, price, and substitution rules).
4.2 Licenses. Partner grants Twish a non-exclusive, worldwide, royalty-free license to host, display, reproduce, and adapt catalog content for listing, search, marketing, and order fulfillment.
4.3 Compliance. Partner warrants Products and labeling comply with Applicable Laws, including bilingual labeling where required, date codes, storage temperatures, and any organic or claims substantiation.
4.4 MAP/Parity. If Partner has MAP or price parity policies, it will disclose them. Twish may apply group pricing and promotions in coordination with the Partner.
5) Ordering, Substitutions, and Customer Service
5.1 Order Flow. Orders are grouped by cohort (time window, hub/zone). Partner acknowledges that minimum group thresholds may affect timing and volume.
5.2 Substitutions. Partner will follow the Customer’s substitution preference (allow/best match/no substitution). Substitutes must be of equal or greater value and similar type; price adjustments processed per Section 8.
5.3 Variable-Weight Items. For random-weight items, Partner records actual weights; final charges reflect measured weights (audit-ready scale logs kept ⟦12⟧ months).
5.4 Customer Support. Twish provides front-line support; Partner will supply product expertise and respond to Twish escalations within ⟦1 business day⟧.
6) Pricing, Fees, Taxes, and Title
6.1 Pricing. Partner sets base prices; Twish may implement group discounts, service/delivery fees, and dynamic price bands disclosed at checkout.
6.2 Taxes & Deposits. Twish computes and collects GST/HST/QST and applicable deposits/stewardship fees per item attributes Partner provides. Partner is responsible for accuracy of taxability flags and deposits.
6.3 Service Fee. Twish retains a platform/service fee of ⟦X%⟧ of Gross Merchandise Value (“GMV”) per fulfilled Order (or fee table in Schedule B).
6.4 Title & Risk. Unless Twish is merchant of record, title and risk remain with Partner and pass to Customer at delivery or hub handoff (Section 9).
6.5 Price Errors. Manifest price errors may be corrected; Twish may cancel/refund affected lines with notice.
7) Service Levels (SLA)
7.1 Core SLAs (Monthly measured, per Schedule A):
Order Acceptance: ≥ 99% of Orders acknowledged within ⟦30 min⟧ of release.
Fill Rate: ≥ 96% lines fulfilled (excl. “no substitution” declines).
Pick/Pack Accuracy: ≥ 98.5% (right item, size, count, weight).
Ready-by Time: Orders staged ⟦60–120 min⟧ prior to cohort dispatch window.
Cold Chain Integrity: 100% compliant with temperature controls.
Quality/Date Codes: ≥ 99% within shelf-life policy (no expired/short-dated beyond policy).
Incident Response: Safety/quality escalations responded within ⟦2 hrs⟧; resolved/contained within ⟦24 hrs⟧.
7.2 Remedies. Repeated SLA misses may trigger corrective action plans, fee offsets, temporary suspension of SKUs, or Agreement suspension (Section 17).
8) Payments, Settlements, Adjustments, Reserves
8.1 Collections. Twish Cart™ (or its processor) collects Customer payments as a limited payment collection agent for Partner. Such receipt satisfies the Customer’s payment obligation to the Partner.
8.2 Settlement Cycle. Twish Cart™ settles Net Proceeds to Partner ⟦weekly (T+7)⟧ via ⟦EFT/ACH⟧, net of: (a) Twish fees, (b) refunds/credits, (c) chargebacks, (d) promo funding agreed by Partner, (e) taxes collected as configured, and (f) any rolling reserve (Section 8.4).
8.3 Reports. Twish Cart™ provides Order/settlement reports with line detail. Partner must dispute settlement items within ⟦30 days⟧ of the statement; after that, statements are deemed accepted.
8.4 Reserves. Twish Cart™ may hold a rolling reserve up to ⟦5–10%⟧ of Net Proceeds for ⟦30–60⟧ days based on risk (new seller, high perishables, claim rates, or financial stress).
8.5 Chargebacks & Offsets. Twish may offset future settlements for refunds, chargebacks, audit variances, penalties, or unpaid amounts. If deficits remain, Partner will remit within ⟦10 business days⟧ of invoice.
9) Fulfillment, Handoff, and Logistics
9.1 Packing. Partner packs Orders per Twish Cart™ guidelines (clean, secure, leak-proof, tamper-evident when required, labeled by order/cohort).
9.2 Handoff. For delivery, Partner stages Orders for Twish or courier pickup at the scheduled time; for hub pick-up, Partner delivers to Hub per the manifest.
9.3 Risk Transfer. For Partner-sold goods, risk and title transfer to Customer upon delivery or hub handoff to Customer/authorized agent. For Twish Cart™ merchant-of-record orders (if applicable), risk/title transfer per the same event.
10) Food Safety, Traceability, and Recalls
10.1 Compliance Program. Partner maintains a written Food Safety Plan (e.g., HACCP/GMP), sanitation SOPs, supplier approvals, temperature logs, pest control, allergen controls, and employee training; records retained ⟦24–36 months⟧.
10.2 Cold Chain. Partner ensures required temperatures during receiving, storage, picking, staging, transport to Hub, and at handoff.
10.3 Traceability. Partner maintains lot/batch traceability for all high-risk or regulated categories; provides records to Twish within ⟦4 hours⟧ upon request.
10.4 Recalls/Withdrawals. Partner promptly notifies Twish (within ⟦2 hrs⟧ of awareness) of recalls, withdrawals, or safety alerts; immediately halts affected SKUs, cooperates on Customer notification, refunds/returns, and regulatory reporting; and funds recall-related Customer remedies for its Products.
10.5 Inspections. Partner provides copies of CFIA/health authority inspection reports and corrective actions related to Products within ⟦2 business days⟧ of request.
11) Quality Assurance; Audit & Inspection Rights
11.1 Audits. Upon ⟦5 business days⟧' notice (or shorter for safety incidents), Twish Cart™ may audit Partner facilities and processes related to Products and Order preparation, during normal hours, in a manner minimizing disruption.
11.2 Sampling. Twish may sample Products for specification/label compliance; reasonable sampling costs for non-compliance are borne by Partner.
11.3 Corrective Actions. Partner will implement corrective action plans within agreed timelines; Twish may suspend affected SKUs or cohorts until resolved.
12) Data Privacy, Security & AODA
12.1 Privacy. Each Party complies with PIPEDA and applicable privacy laws. Partner will not use Customer data except to fulfill Orders and support post-sale issues; no resale or marketing use without Customer consent and Twish approval (CASL compliance).
12.2 Security. Partner maintains administrative, physical, and technical safeguards appropriate to its operations; notifies Twish within ⟦24 hrs⟧ of any security incident affecting Customer or transaction data.
12.3 Accessibility. Partner will accommodate individuals with disabilities as required by AODA/IASR and supply accessible documentation upon request.
13) Intellectual Property
13.1 Ownership. Each Party retains ownership of its trademarks, trade dress, software, data, and content.
13.2 Limited Use. Use of the other Party’s name/logo requires prior written consent and adherence to brand guidelines.
13.3 Feedback. Twish Cart may use any feedback provided by Partner without restriction or obligation.
14) Representations & Warranties
Partner represents and warrants that: (a) it is duly organized and authorized to enter this Agreement; (b) Products are genuine, unadulterated, and comply with Applicable Laws; (c) catalog content does not infringe third-party rights; (d) it maintains required licenses/permits and insurance; and (e) it will perform hereunder in a professional, diligent, and lawful manner.
15) Insurance
Partner shall maintain, at its expense, with reputable Canadian insurers:
(a) Commercial General Liability (CGL) including Product Liability and Completed Operations, minimum CAD ⟦5,000,000⟧ per occurrence;
(b) Automobile/Non-Owned Auto Liability, minimum CAD ⟦2,000,000⟧;
(c) Cargo/Transit (if transporting) minimum CAD ⟦100,000–250,000⟧;
(d) Workers’ Compensation/Employer’s Liability as required by law.
Certificates naming Twish Cart Technologies Inc. as additional insured (CGL) and loss payee, where applicable, with ⟦30⟧ days’ prior written notice of cancellation, must be provided on request and at onboarding.
16) Indemnification
16.1 By Partner. Partner will defend, indemnify, and hold harmless Twish and its affiliates, officers, directors, employees, and agents from any claims, losses, damages, liabilities, costs, and reasonable legal fees (“Losses”) arising out of or related to: (a) Product defects/contamination/recalls; (b) violation of laws; (c) inaccurate labeling/tax flags; (d) injury or property damage caused by Products or Partner operations; (e) IP infringement by Partner content; (f) data/security incidents within Partner’s control; or (g) Partner negligence/willful misconduct.
16.2 By Twish Cart™. Twish Cart™ will indemnify Partner for Losses arising out of: (a) Twish’s infringement of third-party IP in the Platform; (b) Twish’s willful misconduct.
16.3 Procedure. Prompt notice, control of defense by indemnifying Party (with reasonable cooperation by the other), and no settlement admitting fault or imposing obligations without consent.
17) Suspension; Termination
17.1 Immediate Suspension. Twish Cart™ may suspend SKUs, cohorts, or Partners’ access immediately for: safety incidents/recalls, fraud, repeated SLA failures, non-payment, legal risk, or reputational harm.
17.2 Termination for Cause. Either Party may terminate on ⟦10⟧ days’ notice for uncured material breach; immediate termination for insolvency, loss of required licenses/insurance, or egregious safety/economic harm.
17.3 Termination for Convenience. Either Party may terminate without cause on ⟦30⟧ days’ prior written notice.
17.4 Effect. Upon termination, all outstanding obligations (settlements, refunds, claims, indemnities) survive. Twish Cart™ may continue processing returns/credits for pre-termination Orders and offset amounts due.
18) Limitations of Liability
Except for: (i) a Party’s indemnification obligations; (ii) breach of confidentiality/data security; (iii) willful misconduct or fraud; and (iv) unpaid amounts due, each Party’s aggregate liability under this Agreement is limited to the greater of CAD ⟦100,000⟧ or the platform/service fees paid to Twish in the ⟦6⟧ months preceding the event. No Party is liable for indirect, incidental, special, punitive, or consequential damages (loss of profits, data, goodwill), even if advised of the possibility.
19) Confidentiality
Each Party will not disclose the other’s Confidential Information except to personnel/contractors with a need to know under confidentiality obligations. Exclusions are standard (public domain, independently developed, lawfully obtained). Required disclosures by law permitted with prompt notice where legally allowed. Obligation survives ⟦3–5⟧ years; trade secrets indefinitely.
20) Anti-Corruption; Modern Slavery; Sanctions
Partner complies with anti-bribery laws and does not use forced or child labor. Partner and Products are not subject to prohibited sanctions regimes. Twish may terminate for any breach of this clause.
21) Dispute Resolution; Governing Law
21.1 Good-Faith Resolution. Parties will first attempt to resolve disputes through business escalation within ⟦30⟧ days.
21.2 Arbitration (Optional by Agreement). If unresolved, Parties may agree to confidential arbitration in Ontario under the Arbitration Act, 1991 (ON). If not so agreed, the matter may proceed in court.
21.3 Governing Law/Venue. Ontario law and applicable federal laws of Canada govern; exclusive venue in the courts of Ontario (subject to mandatory consumer or regulatory venues).
22) Notices
Notices must be in writing and delivered by personal service, courier, or email to the contacts below (or as updated in writing):
Twish: privacy@twishcart.com | 24A Main Street North, Alexandria, ON, K1G5Z5
23) Assignment; Subcontracting
Partner may not assign or subcontract material obligations without Twish Cart’s prior written consent; any permitted subcontracting remains Partner’s responsibility. Twish may assign to an affiliate or successor in interest.
24) Force Majeure
Neither Party is liable for failure or delay due to events beyond reasonable control (acts of God, pandemics, labor disputes, government orders, supply chain failures, or transport interruptions). The affected Party will use reasonable efforts to mitigate.
25) Entire Agreement; Order of Precedence; Amendments
This Agreement (including Schedules A–C) is the entire agreement and supersedes prior understandings regarding the subject matter. In case of conflict: (1) a signed change order; (2) this Agreement; (3) Schedules. Amendments must be in writing and signed by both Parties (or accepted in an online counter-sign workflow designated by Twish).
26) Consent
The Agreement is deemed to be signed when the merchant uses our platform and services, and the whole forms a single instrument.
SCHEDULE A — SERVICE LEVELS (SLA) & KPI METRICS
Order Acknowledgement: 99% within ⟦30 min⟧.
Fill Rate: 96% minimum; chronic OOS >⟦4%⟧ triggers corrective plan.
Accuracy: 98.5% pick/pack accuracy; random-weight variances ≤⟦2%⟧.
Ready-by Time: Stage orders ⟦60–120 min⟧ before dispatch window.
Cold Chain: 100% compliance; cooled/frozen staging as per product spec.
Date Codes: No expired items; minimum remaining shelf-life ⟦as specified by category matrix⟧.
Incident Response: Acknowledge safety/quality escalations within 2 hrs; full action plan within 24 hrs.
Audit Windows: Provide requested records within ⟦2 business days⟧ (or 4 hours for recall/urgent safety).
Remedies: Fee offsets up to ⟦40%⟧ of affected GMV, SKU suspensions, or temporary listing holds for repeated breaches.
SCHEDULE B — FEES, PROMOS & FUNDING
Platform/Service Fee: ⟦25%⟧ of GMV (line-level) on fulfilled orders.
Promo Funding: ⟦Co-op funding 50%⟧ as pre-approved in campaign briefs.
Payment Processing: Included in service fee + $⟦0.30⟧ per transaction⟧.
Logistics Surcharges: Where applicable for special handling/temperature bands, per rate card.
Small-Order Fee: If cart under threshold, Customer-paid; not remitted to Partner.
Settlement Timing: Weekly (T+7) via EFT/ACH.
Reserves: Up to ⟦5–10%⟧ rolling, held for ⟦30–60⟧ days based on risk.
SCHEDULE C — FOOD SAFETY & RECALL PROTOCOL
Documentation: HACCP plan, sanitation SOPs, allergen control plan, temperature logs, supplier approvals, pest control certificates.
Lot Traceability: Maintain trace from inbound to Order level; provide lot/batch data to Twish within 4 hours for high-risk categories.
Recall Activation: Notify Twish Cart™ within 2 hours of recall/withdrawal; halt SKUs immediately; provide affected lots, geographies, and dates; fund Customer refunds for recalled Products; handle product retrieval/disposal per regulation.
Regulatory Cooperation: Share CFIA/health inspection results on request; implement corrective actions promptly.
Training: Staff trained at hire and annually on food safety SOPs; training records retained ⟦24–36 months⟧.
TWISH CART TECHNOLOGIES INC.
Partner management team