Baqers Independent Vendor Terms & Conditions

Effective Date: November 3, 2025

These Terms and Conditions Between:

Baqers Canada (referred to as “Baqers”), an online cake delivery platform that connects customers with independent baker vendors

and,

The Independent Vendor (the person or entity accessing the Platform and providing cakes and related services)

1. Agreement Terms

1.1 Acceptance of Terms and Conditions: By registering on the Platform, signing up, signing any paper or electronic agreement, or otherwise using or accessing the Webpage or Services, the Independent Vendor confirms that they have read, understood, and agree to be legally bound by these T&C. Clicking the “Accept,” “I Agree,” or similar button on the webpage constitutes an electronic signature and acceptance. If you do not agree with any part of these T&C, you must not accept them and must not use the Platform or Services.

1.2 Duration of Agreement: This Agreement commences on the date the Independent Vendor accepts these T&C and continues until terminated in accordance with Section 11.

1.3 Non-Exclusivity: This Agreement is non-exclusive. Baqers may engage other independent vendors to provide cakes and related services through the platform in the same geographic area or elsewhere.

1.4 Non-Solicitation: During the term of this Agreement and for two (2) years following its termination, the Independent Vendor shall not, directly or indirectly, solicit or attempt to solicit any customer of Baqers or any recipient of Baqers’ services with the intent to provide products or services substantially similar to those available on the Platform outside of the Platform, without the prior written consent of Baqers. The parties acknowledge that the enforceability of post-termination restrictions is governed by provincial law and may be subject to limitations; nothing in this clause shall be interpreted to require the contravention of applicable law.

1.5 Indemnification: The Independent Vendor shall indemnify, defend, and hold harmless Baqers and its officers, directors, employees, agents, and affiliates from and against all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable legal fees and disbursements) arising out of or relating to (a) any breach by the Independent Vendor of this Agreement; (b) any product defect, contamination, or other problem with products supplied by the Independent Vendor; (c) the Independent Vendor’s negligence, willful misconduct, or non-compliance with applicable laws or regulations; and (d) third-party claims relating to the Vendor’s products, premises, delivery operations, or personnel. Baqers shall give the Independent Vendor prompt written notice of any claim for which indemnity is sought and shall reasonably cooperate in the defence and settlement of such claim. The Independent Vendor shall not, without Baqers’ prior written consent, settle any claim that imposes any obligation or admission of liability on Baqers.

1.6 System Maintenance and Interruptions: Baqers may periodically perform scheduled or emergency maintenance on the Platform. Baqers will use reasonable efforts to notify vendors in advance of scheduled maintenance when practicable. Baqers is not liable for any loss, damage, cost or expense arising from planned maintenance, emergency maintenance, outages or failures of third-party services, or from interruptions beyond Baqers’ reasonable control (including internet or telecommunications outages).

1.7 Modification of Terms: Baqers reserves the right, at its sole discretion, to change, modify, add or remove portions of these T&C at any time. Material changes will be communicated to Vendors by email or by notice on the Platform. Continued use of the Platform after publication of revised T&C constitutes acceptance of the changes. Vendors may be required to re-accept the T&C to continue participating on the Platform.

1.8 Disclaimer of Warranties: Except as expressly stated in a writing signed by an authorized representative of Baqers, the Platform and Services are provided “as is” and “as available” and Baqers expressly disclaims all warranties, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Baqers does not warrant that the Platform will be uninterrupted, error-free or secure.

1.9 Severability: If any provision of these T&C is found to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be severed to the extent of the invalidity, illegality or unenforceability and the remaining provisions of these T&C shall remain in full force and effect.

1.10 Waiver: No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. No waiver shall be effective unless in writing and signed by the party against whom it is asserted.

2. Independent Contractor Relationship

2.1 Independent Contractor Status: The Independent Vendor is an independent contractor. Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture or agency between the Independent Vendor and Baqers. The Independent Vendor has no authority to bind Baqers.

2.2 Control and Autonomy: The Independent Vendor shall determine the method, manner and means of performing their obligations, including the choice of personnel, equipment and suppliers, subject to Baqers’ standards and reasonable directions under this Agreement.

2.3 Taxes, Remittances and Benefits: The Independent Vendor is solely responsible for all federal and provincial taxes, income tax withholding, contributions and remittances (including Canada Pension Plan and Employment Insurance where applicable), and any other statutory or regulatory obligations that arise from their operations or the compensation they receive. The Independent Vendor acknowledges that they are not an employee of Baqers and shall not be entitled to employee benefits.

2.4 Insurance: The Independent Vendor shall, at its sole cost and expense, obtain and maintain in force the following minimum insurance coverages with insurers licensed in Canada and acceptable to Baqers: (a) Commercial General Liability insurance including product liability and completed operations coverage with limits of not less than CAD $1,000,000 per occurrence (or as otherwise agreed in writing); (b) Automobile liability insurance for any delivery vehicles used in the performance of Services; and (c) any additional insurance that Baqers may reasonably require. The Independent Vendor shall provide certificates of insurance upon request and shall give Baqers thirty (30) days’ prior written notice of cancellation or material change to any policy.

2.5 Financial Responsibility: The Independent Vendor is responsible for all costs of their business operations (including but not limited to ingredients, packaging, staffing, utilities, equipment, administration, delivery vehicles, fuel and licences), unless otherwise expressly set out in a written agreement between the parties.

2.6 Compliance with Laws: The Independent Vendor shall comply with all applicable federal, provincial/territorial and municipal laws, regulations, by-laws, orders and guidance applicable to their operations, including but not limited to food safety, public health, food labelling, consumer protection, employment and workplace safety rules, municipal business licensing and transportation regulations.

2.7 Branding and Marketing: The Independent Vendor may use Baqers’ trademarks, logos and other brand elements only as authorised in writing by Baqers and only in accordance with Baqers’ brand and usage guidelines. The Independent Vendor shall not make any representation or commit Baqers to any contract or obligation.

2.8 Confidentiality: The Independent Vendor shall keep confidential and not disclose to any third party, except as required to perform the Services or as required by law, any confidential or proprietary information of Baqers, including customer lists, pricing, recipes (where provided by Baqers), business processes, trade secrets and personal information. Confidentiality obligations survive termination.

2.9 Termination by Either Party: Either party may terminate this Agreement in accordance with Section 11.

2.10 Dispute Resolution: The parties shall attempt to resolve disputes in accordance with the dispute resolution process set out in Section 12.

3. Quality and Standards

3.1 Quality Assurance: The Independent Vendor shall at all times maintain standards of quality, workmanship and presentation consistent with industry best practices and with Baqers’ reasonable specifications and product descriptions published on the Platform.

3.2 Ingredients and Food Safety: The Independent Vendor shall use only safe, unadulterated and food-grade ingredients from reputable suppliers and shall comply with applicable food safety and public health requirements (including Safe Food for Canadians Regulations where applicable, federal and provincial guidance and local public health orders).

3.3 Hygiene and Sanitation: The Independent Vendor shall maintain clean and sanitary facilities, equipment and processes and shall ensure that all personnel are trained in safe food handling procedures and maintain proper personal hygiene.

3.4 Product Consistency: The Independent Vendor shall endeavour to maintain consistency in the appearance, size/portion and taste of cakes supplied through the Platform in accordance with the product descriptions, specifications and images published on the Platform.

3.5 Allergen Disclosure: The Independent Vendor shall clearly and accurately disclose any known allergens contained in their products (e.g., nuts, wheat/gluten, milk/dairy, eggs, soy, sesame) and comply with applicable Canadian labelling and allergen rules. The Independent Vendor shall notify customers to contact the Vendor for clarification where required and shall adopt appropriate controls to avoid cross-contamination.

3.6 Packaging and Presentation: The Independent Vendor shall package products so as to protect cakes from damage, contamination and spoilage during transport, and in a manner that meets Baqers’ packaging requirements and applicable regulatory labelling/packaging rules.

3.7 Compliance with Baqers Standards: The Independent Vendor shall comply with any additional quality, presentation, portioning and packaging standards and operational guidelines issued by Baqers from time to time. Where Baqers requires a change to standards that materially affects Vendor costs, the parties will discuss and agree any necessary adjustments.

3.8 Customer Feedback and Complaints: The Independent Vendor shall promptly investigate and respond to customer complaints concerning product quality, presentation, taste or safety. When requested by Baqers, the Vendor shall use reasonable efforts to investigate and report back within 24 hours of receiving notice of an issue, and shall cooperate with Baqers to provide refunds, replacements or other remediation in accordance with Baqers’ policies.

3.9 Quality Control Monitoring: Baqers or Baqers’ authorised representatives may conduct periodic quality checks, audits, or inspections of the Independent Vendor’s premises, products and records to verify compliance with these T&C and applicable legal requirements. The Independent Vendor shall reasonably cooperate and provide access to premises, personnel, records and samples as required for reasonable quality assurance purposes.

4. Order Fulfilment and Delivery

4.1 Order Confirmation: Upon receiving an order via the Platform, the Independent Vendor shall promptly confirm acceptance or rejection of the order within the timeframe specified on the Platform, and shall, if accepting, affirm the key order details (design, size, flavour, delivery address, delivery date and delivery window).

4.2 Timely Fulfilment: The Independent Vendor shall use commercially reasonable efforts to prepare and deliver accepted orders within the agreed timeframe and in accordance with any time or scheduling commitments made to customers through the Platform.

4.3 Delivery Requirements: The Independent Vendor shall ensure orders are delivered in good condition and in accordance with any delivery instructions provided by Baqers or the customer. If a delivery cannot be made as scheduled, the Vendor shall promptly notify Baqers and, where possible, coordinate an alternative delivery time acceptable to the customer.

4.4 Delivery Personnel: The Independent Vendor shall ensure that delivery personnel are properly trained, presentable and courteous and comply with all applicable driving and health and safety laws. The Vendor is responsible for the acts and omissions of its delivery personnel and shall ensure they carry appropriate identification and documentation while performing deliveries.

4.5 Delivery Packaging and Presentation: The Independent Vendor shall package cakes so as to maintain product integrity during transit (temperature control where necessary, secure packaging, tamper-evident seals where required) and in a manner consistent with the Vendor’s product marketing.

4.6 Delivery Tracking and Communication: The Independent Vendor shall provide timely status updates through the Platform or directly to Baqers regarding order preparation, dispatch and delivery, and shall promptly escalate any delays, incidents or delivery failures to Baqers’ operations team.

4.7 Customer Communication: Baqers will communicate delivery expectations to customers. The Independent Vendor shall cooperate with Baqers in any reasonable customer communications concerning orders, including responding to inquiries or providing information needed for order resolution.

4.8 Delivery Documentation: The Independent Vendor shall maintain accurate records of deliveries (including proof of delivery where applicable, delivery timestamps and recipient acknowledgement) and shall make such records available to Baqers on request for dispute resolution or audit.

4.9 Delivery Incident Handling: In the event of damaged, spoiled or incorrect orders, the Independent Vendor shall cooperate with Baqers to provide timely remediation, which may include replacement of the product, partial or full refund, or other actions as required by Baqers’ customer service policies. Vendor shall pay for replacements or refunds when Vendor is at fault.

4.10 Compliance with Local Laws: The Independent Vendor shall ensure that delivery methods and transport of food products comply with all applicable local laws, vehicle licensing and insurance requirements, and public health rules.

4.11 Liability and Insurance for Delivery: The Independent Vendor accepts responsibility for liabilities arising from its delivery operations (including vehicle incidents, damage, loss or spoilage during transport) and shall maintain insurance coverage adequate to cover such exposure as described in Section 2.4.

5. Product Availability and Substitutions

5.1 Product Availability: The Independent Vendor acknowledges that availability of certain designs, flavours, sizes or decoration options may vary due to seasonal supply constraints, ingredient shortages or production capacity. The Vendor shall promptly inform Baqers of any limitations or discontinuations.

5.2 Substitutions: If an item ordered by a customer is unavailable, the Independent Vendor may propose a substitute of comparable quality and value. Substitutions must be reasonable, of similar price and quality, and must be approved by Baqers and, where required by Baqers’ policies or customer instructions, by the customer before fulfilment.

5.3 Customer Approval: Baqers will communicate substitution proposals to customers when required and will seek customer approval if the substitution materially differs from the original order or as required by Baqers’ policies.

5.4 Substitution Policy: The Independent Vendor shall follow Baqers’ substitution policy, including required notification procedures and any price adjustments or rebates for substitutions. Failure to comply with substitution procedures may result in corrective action by Baqers.

5.5 Allergen Information for Substitutes: Any substitute product shall include accurate allergen information and will not introduce allergens into an order without prior disclosure and consent.

5.6 Product Quality Assurance for Substitutes: The Independent Vendor remains fully responsible for the safety and quality of substitute products and must ensure they meet the same standards as the originally ordered item.

5.7 Supplier Relationships: The Independent Vendor shall maintain relationships with reliable suppliers and shall periodically review supplier performance to ensure consistent ingredient quality.

5.8 Communication: The Independent Vendor shall promptly communicate to Baqers any supply chain or production issues that may affect order fulfilment, anticipated shortages or changes to lead times.

6. Pricing and Payment

6.1 Pricing Structure: The Independent Vendor shall list and adhere to prices for products on the Platform as agreed with Baqers. Prices must be accurate, and the Vendor shall promptly notify Baqers of any pricing errors or needed adjustments.

6.2 Payment Collection: Baqers will collect payments from customers for orders placed on the Platform. The Independent Vendor authorizes Baqers to process customer payments and to distribute payments to the Vendor in accordance with the agreed vendor fee schedule and settlement terms.

6.3 Commissions and Fees: Baqers will deduct any agreed commission, service fees, processing fees or chargebacks from collected payments prior to remittance to the Independent Vendor. Commission rates and fee structures will be set out in a vendor schedule or separate written agreement and may be updated with prior notice where required.

6.4 Payment Settlement: Baqers will remit settlement payments to the Independent Vendor’s nominated bank account or other agreed remittance method in accordance with the settlement cycle agreed in writing, subject to reconciliation for refunds, chargebacks, taxes, and amounts owed to Baqers.

6.5 Refunds and Adjustments: Refunds, credits or chargebacks arising from customer disputes, cancelled orders or order failures will be handled by Baqers in accordance with Baqers’ refund policy. Baqers will adjust payments to the Independent Vendor accordingly and may recover amounts from future remittances if necessary.

6.6 Currency and Tax Compliance: Unless otherwise agreed in writing, all transactions on the Platform for Canadian customers shall be denominated in Canadian dollars (CAD). The Independent Vendor is responsible for collecting, calculating and remitting all applicable sales taxes (federal GST/HST and any applicable provincial/territorial sales taxes such as QST, PST or RST) on taxable supplies in accordance with applicable tax laws. The Vendor shall provide Baqers with any required documentation (such as GST/HST registration number) upon request.

6.7 Pricing Changes: Baqers may review pricing, commission or fee structures from time to time. Material changes affecting Vendors will be communicated in advance, and Baqers will attempt to provide reasonable notice and, where contractually required, obtain Vendor agreement.

6.8 Payment Disputes: Any disputes relating to payments, settlements, charges or reconciliations must be raised by the Independent Vendor within thirty (30) days of the date of the relevant payment or statement, together with reasonable supporting documentation. The parties shall cooperate in good faith to resolve disputes promptly.

6.9 Prohibition on Direct Customer Payment: Unless expressly authorized in writing by Baqers, the Independent Vendor shall not accept payments directly from customers for orders placed through the Platform. Any direct payments must be reported to Baqers and may be subject to fee adjustments.

7. Compliance with Laws and Regulations

7.1 General Compliance: The Independent Vendor shall at all times comply with all applicable federal, provincial/territorial and municipal statutes, regulations, by-laws, codes, orders and guidance, including but not limited to public health, food safety, consumer protection, tax, licensing, labour and environmental laws as applicable to the Vendor’s operations.

7.2 Food Safety and Hygiene: The Independent Vendor shall obtain and maintain all permits, licences and certifications required by applicable public health or food safety authorities for the preparation, sale and delivery of food products. The Vendor shall adhere to safe food handling, storage, transport and sanitation procedures as required by local public health agencies, provincial regulations, Health Canada and the Canadian Food Inspection Agency (CFIA) where applicable.

7.3 Ingredient Labelling and Allergen Information: The Independent Vendor shall ensure that ingredient lists and allergen information provided to Baqers and to customers are accurate and compliant with Canadian labelling and ingredient disclosure requirements. The Vendor shall not make misleading claims about ingredients or nutritional content.

7.4 Intellectual Property and Copyright: The Independent Vendor represents and warrants that the products, images, descriptions and any other content supplied by the Vendor do not infringe on the intellectual property rights of any third party. The Vendor shall indemnify Baqers against any claim alleging infringement.

7.5 Privacy and Data Protection: The Independent Vendor shall handle personal information in compliance with applicable privacy laws, including the federal Personal Information Protection and Electronic Documents Act (PIPEDA) where applicable and provincial private sector privacy legislation where applicable (for example, Quebec’s Act respecting the protection of personal information in the private sector, commonly referred to as Law 25, and Alberta and British Columbia PIPAs). The Vendor shall only collect, use or disclose personal information to the extent necessary to perform its obligations under this Agreement and as permitted by Baqers’ privacy policies. The Vendor shall implement reasonable technical and organizational safeguards to protect personal information against unauthorized access, loss, disclosure or destruction, and shall promptly report to Baqers any privacy breach or incident involving personal information in the Vendor’s possession or control.

7.6 Anti-Bribery and Anti-Corruption: The Independent Vendor shall comply with all applicable anti-corruption, anti-bribery and anti-money laundering laws, including the Criminal Code (Canada) and the Corruption of Foreign Public Officials Act where relevant.

7.7 Advertising and Marketing Compliance: The Independent Vendor shall ensure that all advertising, marketing and promotional materials used in connection with the Platform or Baqers’ services are truthful, not misleading and comply with the Competition Act and applicable consumer protection and advertising standards.

7.8 Consumer Protection: The Independent Vendor shall comply with consumer protection laws applicable in the jurisdictions where the Vendor operates, including obligations relating to refunds, warranties, representations and unfair practices.

7.9 Record-Keeping and Retention: The Independent Vendor shall maintain accurate financial records, licences, permits, tax filings and other documentation required by law and shall retain such records for the retention period mandated by applicable laws (including CRA guidance). The Vendor shall produce records to Baqers upon reasonable request for compliance or audit purposes.

8. Intellectual Property

8.1 Ownership of Baqers IP: All trademarks, trade names, logos, domain names, content, images, product descriptions, software, documentation, and other intellectual property rights used or provided by Baqers in connection with the Platform are and shall remain the sole and exclusive property of Baqers or its licensors. The Independent Vendor acquires no rights, title or interest in Baqers’ IP except for the limited licence expressly granted under this Agreement.

8.2 Licence to Use Baqers IP: Subject to these T&C and while the Agreement remains in effect, Baqers grants the Independent Vendor a limited, revocable, non-exclusive, non-transferable licence to use Baqers’ trademarks, logos, marketing materials and content solely for the purpose of fulfilling orders and promoting authorised participation on the Platform, and strictly in accordance with Baqers’ brand guidelines and any usage rules provided by Baqers.

8.3 Restrictions: The Independent Vendor shall not modify, adapt, translate, create derivative works of, copy, distribute, display, publish or otherwise use Baqers’ IP other than as expressly permitted. The Vendor shall not register any trademark, domain name, trade name or other designation that is confusingly similar to Baqers’ IP.

8.4 Protection and Reporting: The Independent Vendor shall promptly notify Baqers of any actual or suspected infringement or misuse of Baqers’ IP of which the Vendor becomes aware and shall cooperate with Baqers in any action taken to protect Baqers’ IP.

8.5 Vendor IP: The Independent Vendor represents and warrants that any content, images, recipes, marks or materials provided to Baqers for posting on the Platform or for customer use do not infringe third-party rights and that the Vendor has all necessary rights and licences to grant Baqers the license to use such content as set out in this Agreement. The Vendor grants Baqers a non-exclusive, worldwide, royalty-free, transferable licence to use, reproduce, display, distribute and modify Vendor-provided content for the purpose of operating and promoting the Platform and the Vendor’s products.

8.6 Infringement Claims: If a third party alleges that any product or content supplied by the Independent Vendor infringes intellectual property rights, the Vendor shall immediately notify Baqers and shall indemnify Baqers in accordance with Section 1.5.

8.7 Confidential Information: The Independent Vendor acknowledges that certain information disclosed by Baqers is confidential and proprietary. The Vendor shall keep such information confidential in accordance with Section 10.

9. Liability And Insurance

9.1 Limitation of Liability: Subject to applicable law (including statutes that may mandate certain non-excludable liabilities), Baqers’ total aggregate liability to the Independent Vendor under or in connection with this Agreement or the Platform, whether in contract, tort (including negligence), statute or otherwise, shall not exceed the total commissions actually paid to Baqers in respect of the Vendor’s orders during the six (6) months immediately preceding the event giving rise to the claim. Neither party shall be liable to the other for any indirect, incidental, special, consequential or punitive damages, including loss of profits, loss of business, or loss of goodwill, even if advised of the possibility of such damages.

9.2 Independent Vendor Liability: The Independent Vendor shall be fully responsible for and liable to Baqers and to third parties for any loss, damage, liability or expense arising from the Vendor’s products, delivery operations, breaches of this Agreement, negligence or willful misconduct. The Vendor shall indemnify Baqers as set out in Section 1.5.

9.3 Product Liability: The Independent Vendor shall ensure that all products supplied are safe for their intended use and shall maintain product liability insurance adequate to cover claims arising from product defects, contamination or injuries attributable to the Vendor’s products.

9.4 Insurance Requirements and Evidence: The Independent Vendor shall maintain the insurance coverages described in Section 2.4 and shall provide certificates of insurance or other evidence of insurance upon Baqers’ request. Insurance policies shall include a waiver of subrogation against Baqers where practicable. The Vendor shall ensure Baqers is added as an additional insured under applicable liability policies to the extent reasonably required by Baqers.

9.5 Notice of Incidents or Claims: The Independent Vendor shall promptly notify Baqers in writing of any incidents, accidents, customer complaints, claims or legal proceedings relating to its products, deliveries, personnel or obligations under this Agreement. Prompt notification shall allow Baqers and Vendor to cooperate in handling incidents and mitigating damages.

9.6 Independent Insurance Coverage: The Independent Vendor acknowledges that Baqers’ own insurance policies may not provide coverage for the Vendor’s operations and that it is the Vendor’s sole responsibility to obtain and maintain adequate insurance.

10. Confidentiality

10.1 Non-Disclosure: The Independent Vendor shall not, during the term of this Agreement and thereafter, disclose or use for any purpose other than performing its obligations under this Agreement any confidential or proprietary information of Baqers, including but not limited to customer lists, pricing, financial information, recipes or product specifications (if provided by Baqers), marketing plans, trade secrets and personal information.

10.2 Permitted Use: The Independent Vendor may use confidential information only to the extent necessary to fulfil orders and provide Services in accordance with this Agreement and subject to any restrictions provided by Baqers.

10.3 Safeguards: The Independent Vendor shall protect confidential information by applying appropriate organisational, technical and administrative safeguards to prevent unauthorised use, disclosure or access.

10.4 Return or Destruction: Upon termination or at Baqers’ request, the Independent Vendor shall promptly return or securely destroy all confidential materials and certify in writing to Baqers that such return or destruction has occurred, except to the extent retention of copies is required by law in which case the Vendor shall continue to protect the confidentiality of such retained information.

10.5 Exceptions: The obligations in this Section do not apply to information which:

• is or becomes publicly known through no fault of the Vendor;
• was known to the Vendor prior to disclosure by Baqers without an obligation of confidentiality;
• becomes lawfully available to the Vendor from a third party who is not under an obligation of confidentiality; or
• is required to be disclosed by law, court order, or regulatory authority, provided the Vendor gives Baqers prompt written notice of such requirement and cooperates with Baqers in seeking an appropriate protective order or other remedy.

10.6 Survival: The confidentiality obligations in this Section survive termination or expiry of this Agreement for a period of five (5) years, or for the maximum period permitted by applicable law if longer.

11. Termination

11.1 Termination for Cause: Either party may terminate this Agreement for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice specifying the breach, provided that such breach is capable of cure. Termination for cause is without prejudice to any other rights or remedies the non-defaulting party may have.

11.2 Termination for Convenience: Either party may terminate this Agreement without cause by providing sixty (60) days’ prior written notice to the other party, unless a different notice period is specified in a separate written agreement between the parties.

11.3 Consequences of Termination: Upon termination:

• the Independent Vendor shall immediately cease using Baqers’ trademarks and any proprietary materials;
• the Vendor shall complete all accepted orders that are practicable to complete prior to the termination date, unless Baqers directs otherwise;
• Baqers shall pay the Vendor for accepted and completed orders in accordance with the payment terms, subject to any set-offs for refunds, chargebacks, claims, indemnification obligations or other amounts owed by the Vendor to Baqers; and
• each party shall return or destroy the other party’s confidential information in accordance with Section 10.

11.4 Return of Baqers Property: The Independent Vendor shall promptly return all Baqers’ property, materials, manuals, promotional items, confidential information and data in its possession or control.

11.5 Post-Termination Restrictions: For two (2) years following termination or expiry of this Agreement, the Independent Vendor shall not, within Baqers’ reasonably defined business territory:

• directly or indirectly compete with Baqers by offering a cake gifting platform or similar service to Baqers’ customers; or
• solicit Baqers’ customers with the intent to provide substantially similar services outside the Platform.

The parties acknowledge that the enforceability of non-compete and non-solicit restrictions varies by province; these restrictions shall be interpreted and, if necessary, narrowed to conform with applicable provincial law to the extent required to be enforceable.

11.6 Surviving Provisions: Provisions of this Agreement that by their nature should survive termination (including but not limited to Sections 1.5, 8, 9, 10, 11.3, and 12) shall survive the expiration or termination of this Agreement.

12. Governing Law, Jurisdiction And Dispute Resolution

12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, unless the parties agree in writing to another Canadian province or territory.

12.2 Jurisdiction: Subject to the dispute resolution steps below, the parties attorn to the exclusive jurisdiction of the courts of the Province of Ontario sitting in the City of Toronto for any dispute not resolved by mediation or arbitration, and waive any objection based on forum non conveniens.

12.3 Dispute Resolution Procedure: The parties agree to the following staged process:

• Negotiation: Attempt in good faith to resolve disputes by written notice and negotiation within fourteen (14) days of such notice.
• Mediation: If unresolved, attempt mediation with a mutually agreed mediator or one appointed by the ADR Institute of Canada in Toronto. Costs shared equally unless agreed otherwise.
• Arbitration/Court: If mediation fails within thirty (30) days, either party may elect arbitration under the Arbitration Act, 1991 (Ontario) or commence court proceedings. The arbitration shall be in Toronto, conducted in English (or French if agreed), and the award shall be final and binding. Either party may seek interlocutory, injunctive or equitable relief in court at any time.

12.4 Costs: Each party bears its own costs for negotiation and mediation. Arbitration costs may be allocated by the arbitrator as permitted by law.

12.5 Severability And Entire Agreement: If any provision is invalid or unenforceable, the remainder remains in effect. This Agreement constitutes the entire agreement and supersedes prior agreements. Amendments must be in writing and signed by both parties.

13. Notices And Contact Information

13.1 Notices: All notices must be in writing and delivered personally, by courier, registered mail, or email to the addresses in the Vendor’s account on the Platform and to Baqers at:
Email (privacy & DPO contact): nmajekodunmi@baqers.com

Email notices are deemed received on the same business day if sent before 5:00 p.m. local time, otherwise the next business day. Parties may change their notice address by written notice in accordance with this section.

13.2 Data Protection Contact: Questions about data protection, privacy breaches, or data subject requests may be directed to Baqers’ Data Protection Officer (DPO) at the email above.

14. Miscellaneous

14.1 Language And Quebec Specific Requirements: Where products or services are offered to Quebec residents, the parties must comply with provincial requirements, including Quebec’s Act respecting the protection of personal information in the private sector (commonly referred to as Law 25), and the Charter of the French Language with respect to the provision of consumer contracts in French when required. Baqers and the Independent Vendor shall ensure that a French language version of consumer-facing documents and notices is provided where legally required. Law 25 imposes specific obligations concerning governance, DPIAs, privacy officers, breach reporting and data subject rights for processing of personal information of Quebec residents.

14.2 Data Protection And Privacy By Design: The Independent Vendor shall implement appropriate technical and organizational measures (including encryption, access controls and minimization) to safeguard personal information, and shall undertake privacy-by-design measures and DPIAs where processing is likely to result in a high risk to individuals. The Vendor shall notify Baqers promptly of any incident involving personal information and shall cooperate fully in investigations and remediation.

14.3 Publicity: The Independent Vendor consents to Baqers identifying the Vendor as a participating Vendor on the Platform and in Baqers’ promotional materials, unless the Vendor provides written notice objecting to such use.

14.4 Third-Party Services: Where the Vendor engages third-party delivery providers, payment service providers, suppliers or subcontractors, the Vendor shall ensure such third parties comply with the terms of this Agreement to the same extent as the Vendor and shall remain fully responsible for any acts or omissions of such third parties.

14.5 Records Retention: The Independent Vendor shall maintain and retain all records, receipts and documents necessary to demonstrate compliance with this Agreement and applicable laws for the retention period required by law or as reasonably requested by Baqers.

14.6 Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused by a Force Majeure Event (defined as acts of God, fire, flood, storm, earthquake, pandemic, labour strike, war, insurrection, acts of government, electrical or telecommunications failure or other events beyond the reasonable control of the affected party). The affected party shall give prompt notice and use reasonable efforts to mitigate the effects of the Force Majeure Event.

14.7 Assignment: The Independent Vendor shall not assign or transfer this Agreement or any rights or obligations hereunder without Baqers’ prior written consent, except to an affiliate or in connection with a sale of substantially all of the Vendor’s assets or business. Baqers may assign or transfer this Agreement, in whole or in part, without the Vendor’s consent in connection with a merger or sale of assets or in connection with financing.

14.8 Relationship With Other Agreements: These T&C may be supplemented by additional vendor schedules, operational or onboarding documents, price schedules, platform policies or country-specific addenda agreed in writing between the parties. In the event of any conflict between such documents and these T&C, the written agreement between the parties specifically governing that matter shall prevail to the extent of the inconsistency.

15. Signatures

By accepting these Terms and Conditions on the Platform or by signing below, the parties acknowledge that they have read, understood and agree to be bound by these T&C.

For Baqers Canada:
Name: _______________________________
Title: _______________________________
Signature: ____________________________
Date: _______________________________

Independent Vendor (Name / Business):
Legal Name: __________________________
Operating As (if applicable): _______________
Authorized Signatory: ___________________
Title: _______________________________
Signature: ____________________________
Date: _______________________________