1. DEFINITIONS
1.1 "Platform" means the Nature Shire website (www.natureshire.com), its dashboards, APIs, and related services.
1.2 "Company", "we", "us", "our" means Canuck Global Marketplace Limited, trading as Nature Shire, and its officers, directors, employees, agents, affiliates, and successors.
1.3 "Seller", "you", "your" means the producer, brand owner, manufacturer, distributor, or authorised representative who registers to list, market, or sell products through the Platform.
1.4 "Seller Content" means all product data, descriptions, specifications, images, logos, trademarks, videos, brochures, certifications, pricing, and any other material you upload or provide.
1.5 "Buyer" means any party who registers on the Platform to purchase or source products.
1.6 "Products" means the goods you list on the Platform.
1.7 "Engagement Term" has the meaning given in Section 6.
2. ROLE OF NATURE SHIRE
2.1 Nature Shire operates as a B2B marketplace and export-facilitation platform. Depending on the arrangement, we may act as (a) a marketplace connecting you with Buyers, and/or (b) your appointed export representative marketing and selling your Products in international markets.
2.2 Nature Shire is a facilitator and representative. Except where we act as the contracting seller of record for a specific transaction, the underlying contract of sale for Products is between you and the Buyer. You remain the producer/owner of the Products and are responsible for their quality, safety, legality, and fitness.
2.3 We do not manufacture, own (except as inventory expressly consigned in writing), or warrant your Products.
3. REGISTRATION, APPROVAL & ACCOUNTS
3.1 Registration is subject to review and approval by Nature Shire in our sole discretion. We may approve, decline, suspend, or terminate any account at any time.
3.2 You must provide accurate, current, and complete information and keep it updated. You are responsible for all activity under your account and for keeping credentials secure.
3.3 You confirm you are authorised to represent the brand(s) and Product(s) you list and to grant the licences in Section 5.
4. YOUR OBLIGATIONS & WARRANTIES
4.1 You warrant that:
(a) your Products comply with all applicable laws, standards, labelling, and food-safety/health regulations in Canada and in each destination market;
(b) you hold all necessary licences, permits, certifications, and rights;
(c) Seller Content is accurate, not misleading, and does not infringe any third party's intellectual property, publicity, or other rights;
(d) you have authority to grant the rights and licences in these Terms.
4.2 You are solely responsible for product formulation, safety, recalls, ingredient disclosure, allergen information, shelf life, and packaging compliance in each market.
4.3 You will fulfil accepted orders promptly and maintain the quality represented in your Seller Content.
5. INTELLECTUAL PROPERTY LICENCE (MARKETING & SALES)
5.1 You grant Nature Shire and Canuck Global Marketplace Limited a worldwide, royalty-free, sub-licensable licence to use, reproduce, display, adapt, translate, and distribute your Seller Content — including graphics, logos, trademarks, product details, images, videos, and brand elements — for the purposes of marketing, promoting, listing, and selling your Products in domestic and international markets, across websites, digital channels, social media, advertising, trade materials, and marketplaces.
5.2 This licence includes the right to feature your brand and Products in Nature Shire's own promotional and portfolio materials.
5.3 This licence is granted for the duration of the Engagement Term (Section 6) and survives only as needed to conclude in-progress campaigns, listings, and transactions after termination.
5.4 You retain ownership of your intellectual property. Nothing here transfers ownership; we receive a licence only.
5.5 You are responsible for ensuring the materials you provide are cleared for such use (e.g. you own or have licensed all photography and third-party assets).
6. ENGAGEMENT TERM, RIGHT TO SELL & DISENGAGEMENT
6.1 RIGHT TO SELL. By listing Products, you grant Nature Shire the right to market and sell those Products for an initial period of TWO (2) YEARS from the date each Product is approved/listed ("Engagement Term").
6.2 RENEWAL. The Engagement Term is renewable for further periods only with your express consent. We will seek renewal consent before expiry; absent consent, the right to sell that Product ends at expiry (subject to 6.4).
6.3 DISENGAGEMENT BY SELLER. You may disengage / withdraw Products by giving Nature Shire at least SIX (6) MONTHS' prior written notice. During the notice period these Terms continue to apply and Nature Shire may continue to market, sell, and fulfil orders for the affected Products.
6.4 RUN-OFF. Orders placed or campaigns committed before the effective termination date may be completed after it, and the Section 5 licence continues for those specific commitments until they conclude.
6.5 TERMINATION BY COMPANY. We may suspend or terminate your account or any listing immediately for breach, unlawful conduct, product-safety concerns, misrepresentation, or where required by law.
7. PRODUCT-SPECIFIC TERMS
7.1 Each time you upload or list a Product, you may be required to accept additional Product-Specific Terms presented at upload. Those terms supplement (and, where stated, prevail over) these Terms for that Product.
7.2 Listing a Product constitutes your acceptance of the Product-Specific Terms then in effect.
8. FEES & PAYMENTS
8.1 Applicable commissions, service fees, or subscription charges will be set out separately in your commercial schedule or on the Platform.
8.2 Taxes, duties, and destination-market charges are your responsibility unless expressly agreed otherwise in writing.
9. LIMITATION OF LIABILITY & DISCLAIMER
9.1 THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW.
9.2 To the maximum extent permitted by applicable law, Nature Shire and Canuck Global Marketplace Limited are NOT liable for, and you release us from, any loss, damage, claim, or liability arising from or relating to:
(a) the quality, safety, legality, or performance of your Products;
(b) product recalls, contamination, spoilage, injury, or regulatory action;
(c) acts, omissions, insolvency, or non-payment of Buyers or third parties;
(d) shipping, customs, logistics, delays, loss, or damage in transit;
(e) currency, tariff, sanction, embargo, war, or trade-restriction events;
(f) loss of profits, revenue, goodwill, or data, or indirect, incidental, special, punitive, or consequential damages;
(g) any content or third-party materials.
9.3 Where liability cannot be excluded by law, our total aggregate liability to you for any and all claims is limited to the total fees actually received by us from you in the SIX (6) MONTHS preceding the event giving rise to the claim, or CAD $100, whichever is lower.
9.4 Nothing in these Terms excludes liability that cannot lawfully be excluded.
10. INDEMNITY
10.1 You will indemnify, defend, and hold harmless Nature Shire and Canuck Global Marketplace Limited from any claim, loss, liability, fine, penalty, or expense (including reasonable legal fees) arising from: your Products; Seller Content; your breach of these Terms or any law; any product-safety, IP-infringement, or misrepresentation claim; or any dispute between you and a Buyer.
11. CONFIDENTIALITY & DATA
11.1 Each party will protect the other's non-public business information.
11.2 We handle personal data in accordance with our Privacy Policy and applicable Canadian privacy law (PIPEDA and any applicable provincial law).
12. GENERAL
12.1 GOVERNING LAW. These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The courts of British Columbia have exclusive jurisdiction, subject to any agreed arbitration.
12.2 CHANGES. We may update these Terms; material changes will be notified and continued use constitutes acceptance.
12.3 SEVERABILITY. If any provision is unenforceable, the rest remain in effect.
12.4 ENTIRE AGREEMENT. These Terms, plus any commercial schedule and Product-Specific Terms, form the entire agreement between the parties.
12.5 ASSIGNMENT. You may not assign without our consent; we may assign to an affiliate or successor.
ACCEPTANCE: By checking "I agree to the Seller Terms & Conditions" and completing registration, you confirm you have read, understood, and agree to be bound by these Terms on behalf of your business.
Version 0.1 (DRAFT — for legal review) | Canuck Global Marketplace Limited | www.natureshire.com