Terms of Service

About Vendorbase

Vendorbase is a business-to-business (B2B) software platform that helps grocery and food suppliers launch branded storefronts, manage product catalogues, accept orders, and operate wholesale sales workflows.

Vendorbase is not a marketplace. We do not buy, sell, stock, or take title to products listed on the Platform. We provide digital infrastructure, payment tooling, and operational software. Each vendor operates its own independent business and storefront.

We are not a party to sales between vendors and their customers. Vendors and retailers act as independent businesses, and commercial terms are established directly between them unless otherwise stated on a vendor storefront.

Definitions

In these Terms, the following definitions apply:

• "Vendor" means a business user that registers for a Vendorbase account to operate a branded storefront, list products, accept orders, and sell to retailers or other business buyers. Vendors are the merchant of record for products they sell through their storefront.
• "Retailer" (or "Customer") means a business buyer that places orders through a vendor storefront on the Platform.
• "Merchant of record" means the vendor that is legally responsible for the sale, including product listings, pricing, taxes, fulfilment, returns, refunds, and regulatory compliance for its products.
• "Platform" means the Vendorbase website, applications, APIs, dashboards, and related services we make available.
• "Fees" means amounts charged by Vendorbase for use of the Platform, including service fees and payment processing fees configured in our fee schedule.

Eligibility

To use the Platform, you must:

• Be at least 18 years old;
• Have the legal authority to enter into binding agreements on behalf of yourself or your business;
• Use the Platform for lawful business purposes only (not personal consumer use unless permitted by a vendor);
• Provide accurate business, tax, and contact information.

Account Registration

To access certain features, you must register an account. You agree to provide accurate and complete information, keep your login credentials secure, and remain responsible for all activity under your account.

If you suspect unauthorized access, you must notify us immediately at support@vendorbase.com.

Acceptable Use

You agree to use the Platform only for lawful business purposes and in compliance with all applicable laws, regulations, licences, and industry standards in every jurisdiction where you operate or sell.

You agree not to misrepresent your identity or affiliation, post false or misleading information, attempt unauthorized access to the Platform, interfere with Platform security or performance, or copy, resell, or exploit the Platform except as expressly permitted.

Vendors are solely responsible for ensuring that their products, listings, marketing, and fulfilment practices are legal where they sell and deliver goods.

Prohibited Products and Listings

Vendors may not list, sell, promote, or facilitate the sale of prohibited products through the Platform. Vendorbase may remove listings, suspend accounts, or terminate access for violations.

Prohibited products and listings include, without limitation:

• Illegal drugs, controlled substances, or paraphernalia intended for illegal drug use;
• Alcohol, cannabis, or tobacco products where the vendor lacks required licences or where sale is unlawful;
• Prescription drugs, regulated pharmaceuticals, or medical treatments offered without proper authorization;
• Weapons, ammunition, explosives, or items primarily designed to cause bodily harm;
• Counterfeit, stolen, or misrepresented goods;
• Products that infringe intellectual property, privacy, or publicity rights;
• Hazardous materials offered without required permits, safety data, and compliant handling;
• Food or beverage products that are adulterated, mislabeled, recalled, or otherwise unsafe or non-compliant with applicable food safety laws;
• Products derived from endangered or protected species, or otherwise restricted wildlife goods;
• Human remains, body parts, or biological materials restricted by law;
• Adult sexual content, escort services, or other adult-only offerings;
• Gambling services, lottery tickets, or illegal betting products;
• Sanctioned goods or transactions prohibited by export, import, or trade sanctions;
• Pyramid schemes, deceptive financial products, or fraudulent offerings;
• Any product or service that violates applicable law or creates unacceptable legal, safety, or reputational risk to Vendorbase or other users.

Vendor Responsibilities

As merchant of record, each vendor is solely responsible for its storefront, products, and customer relationships. This includes:

• Accurately listing products, prices, availability, weights, units, allergens, and sale terms;
• Selecting the correct product category and tax classification for each listing to support tax compliance. Incorrect categorization may result in incorrect tax treatment, and the vendor bears responsibility for those errors;
• Fulfilling orders promptly and professionally, including shipping, delivery, pick-up, and customer service;
• Handling returns, refunds, and disputes according to the vendor's published refund policy and applicable law;
• Maintaining all licences, permits, registrations, and insurance required for its business;
• Collecting, reporting, and remitting applicable taxes unless a compliant payment or tax service expressly handles those obligations on the vendor's behalf;
• Ensuring product quality, labelling, traceability, and recall procedures meet applicable standards.

Retailer Responsibilities

Retailers are responsible for:

• Reviewing vendor listings and verifying product details before purchasing;
• Providing accurate delivery, billing, and business information;
• Paying vendors in accordance with agreed checkout and payment terms;
• Contacting the vendor directly to resolve product, delivery, return, or refund issues in accordance with the vendor's published refund policy;
• Complying with applicable laws governing purchase, resale, storage, and handling of products they buy.

Payment Terms

Vendorbase provides software and, where enabled, payment tools through third-party processors such as Stripe. Vendorbase is not a bank, money transmitter, or guarantor of payment between users.

Payments are subject to the terms of applicable payment processors. Vendorbase does not store full payment card credentials.

Where payment tools are used, funds are generally settled according to the processor's rules and the vendor's connected account configuration. Vendorbase does not guarantee payment to a vendor where a retailer fails to pay, disputes a charge, or reverses a transaction.

Vendors and retailers should establish clear commercial expectations before completing transactions.

Refunds and Disputes

Vendorbase is not the merchant of record for products sold on vendor storefronts. Each vendor is solely responsible for its sales, fulfilment, returns, refunds, and customer disputes. Vendorbase is not a party to transactions between vendors and retailers and does not guarantee refunds.

If you are a retailer seeking a return or refund, contact the vendor directly using the contact details on their storefront or the vendor's published refund policy. Refund eligibility, timeframes, restocking conditions, and return shipping are determined by the vendor and applicable law, not by Vendorbase.

Where payment tools are enabled, vendors may process approved refunds through the Platform using our integrated payment processor. Vendorbase provides software to facilitate refunds initiated by vendors; we do not decide whether a refund is owed and we do not issue refunds on a vendor's behalf unless we are separately required to do so by applicable law.

Chargebacks, payment disputes, and reversals are generally handled according to the rules of the applicable payment processor and may affect a vendor's connected account. Vendorbase may provide transaction records or routing assistance to help vendors respond to disputes, but vendors remain responsible for resolving them with their customers.

• Vendors must publish a clear refund policy on their storefront where required by law or commercial practice;
• Retailers should review a vendor's refund policy before placing an order;
• Platform fees charged on original transactions may be non-refundable where disclosed at checkout, except as required by law or the payment processor's rules;
• Vendorbase may suspend or restrict access where refund or dispute abuse is suspected, in accordance with these Terms.

Platform Fees

Vendorbase may charge fees for use of the Platform. Applicable fees are configured in our internal fee schedule and may include:

Fee rates, descriptions, and applicability may change from time to time. Current fees are disclosed during checkout, invoicing, or account billing before you incur them. By placing an order or using paid Platform features, you authorize Vendorbase or its payment processor to charge applicable fees.

Fees do not include taxes, shipping, vendor product charges, or third-party processor charges that may be passed through where permitted by law and disclosed to users.

• Service fee: a platform service fee applied to qualifying orders, calculated as a percentage and/or fixed amount depending on payment method and active fee configuration;
• Payment processing fee: fees associated with processing payments by method (for example, card, bank debit, cheque, or pay-later arrangements), which may include a percentage, fixed amount, and in some cases a cap.

Intellectual Property

All Platform software, branding, design, and documentation are owned by Vendorbase or its licensors. You may not copy, modify, distribute, or create derivative works from the Platform without written permission.

Vendors retain ownership of content they upload but grant Vendorbase a limited licence to host, display, and use that content to operate, secure, and improve the Platform.

Limitation of Liability

To the fullest extent permitted by law, Vendorbase is not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, revenue, data, or goodwill.

Vendorbase is not responsible for disputes, product defects, non-payment, delivery failures, or regulatory violations between vendors and retailers.

The Platform is provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied, except where such disclaimers are prohibited by law.

Indemnification

You agree to indemnify and hold harmless Vendorbase, its affiliates, officers, directors, employees, and agents from claims, losses, liabilities, damages, and expenses arising from your use of the Platform, your breach of these Terms, your products or services, or your interactions with other users.

Termination

We may suspend or terminate access to the Platform at any time if we reasonably believe you violated these Terms, applicable law, or created risk to other users or Vendorbase.

You may close your account by contacting support@vendorbase.com, subject to completion of outstanding obligations.

Changes to These Terms

We may update these Terms from time to time. When we do, we will update the "Last updated" date above. Continued use of the Platform after changes become effective constitutes acceptance of the revised Terms.

Governing Law

These Terms are governed by the laws of British Columbia, Canada, without regard to conflict-of-law principles. Disputes shall be brought in the courts located in Vancouver, British Columbia, unless applicable law requires otherwise.

Contact Us

Questions about these Terms of Service can be sent to support@vendorbase.com.