ANDEROS PLATFORM: Indicates the functional and organizational structure organized by ANDEROS which
will allow putting in place the Buyer and Sellers agreement.
PRODUCTS: The products likely to be included in the ANDEROS platform Buyer and Sellers agreement.
Unauthorized products pursuant to legislative, regulatory or contractual provisions
(These include products that would constitute counterfeit goods, dangerous or illegal
substances, counterfeit currency, pornographic content, firearms, explosives, products
of the human body, etc)
SELLER OR PROFESSIONAL SELLER: A professional member making a sales offer on an ANDEROS platform product.
BUYER: A member having indicated their acceptance of the offer to a Seller.
PRICE: The price proposed by the Seller for its product sale proposition. The price is the base
for ANDEROS commission.
COMMISSION: Remuneration received by ANDEROS in respect to the use of the platform.
TOTAL PRICE: The total price from the proceeds payable by the Buyer, consisting of, in addition to
the sale price of the product, the defined lump sum shipping costs.
relationship between the professional Seller and ANDEROS.
platform in relation to the agreement.
03 ANDEROS OBLIGATIONS
3.1 – ANDEROS is any reseller in the context of the agreement and is not, except as detailed, in possession of the said products.
3.2 – ANDEROS makes no guarantees, to the Buyer, with regards to the product being sold. Similarly, ANDEROS cannot guarantee the Seller that the product will not be returned or that the sale will not be cancelled by the Buyer.
04 OBLIGATIONS OF THE SELLER
4.1 – COMMERCIAL ACTIVITY OF THE SELLER
The Seller is expressly informed that ANDEROS places great importance on ensuring a smooth transaction of the purchases
made by its users from the stakeholder’s vendors on the ANDEROS platform. In particular, ANDEROS means that orders
placed on the platform by vendors result in a satisfactory experience for the Buyer.
Being aware of these important requirements, the Seller agrees, in general, to use the tools at their disposal to fulfill their
orders and to deal with any questions or complaints promptly and professionally.
They are obligated, by this agreement, to:
- Show, at all times, professionalism and courtesy in any and all dealing with buyers and sellers;
- Comply with all legislation administred by ANDEROS, including resale at a loss or regarding fiscal or social obligations;
- Respect the business ethics related to their business;
- Respect the return policy of ANDEROS, allowing returns and exchanges up to thirty days after reception of the products by buyers.
4.2 – SALES OFFERS AND ORDER PROCESSING
4.2.1 –SALE OFFERS
The Seller undertakes that any offer of a product corresponds to the material good of which they have full and whole
possession of and has the capacity to sell it and is available immediately.
Therefore, any intangible property such as, for example, a domain name, a hyperlink, an account associated with the on-line
gaming world, a debt or a share in a company is not subject to be offered for sale.
The Seller undertakes to describe the product offered for sale according to specific criteria. The description of the product
must correspond to its actual characteristics. The Seller will, at minimum, mention: the name of the product, the essential
characteristics of the product, the price of the transaction and, where appropriate, the product code. The Seller keeps up to
date information on the existence and availability of the products for sale on the site and ensures, in any event, a greater that
95% rate of confirmation of the orders placed by purchasers on a rolling average.
The Seller is solely responsible for the proper execution of the obligation to inform Buyers of he essential characteristics of
the product and, where appropriate, the assessment of freight charges. They are solely responsible for the description of the
products it offers for sale. It protects ANDEROS from any claim relating to the content and the form of the aforementioned
description. The Seller accepts to perform all validations and audits and shall provide all necessary information so that
the description and the elements of the offer are realistic and do not mislead the purchaser. In the event of an error in the
description, elements of the offer or in the shipping, the vendor will assume the additional potential cost and no claim on
their part will be admissible for this, both to the purchaser and ANDEROS.
4.2.2 – CONDITIONS FOR OFFER SUBMISSIONS
The Seller presents its offer in the strict framework of legislation and regulations in force, and in particular that relative to
the ban on the unfair, misleading or aggressive commercial practices relating to the legal and commercial guarantees and
the marketing of regulated products which they declare to know.
The Seller complies with market best practices and standards regarding the presentation of its offer. All products are
displayed flat or on a model through a photograph with a white, uniform background.
The Seller must communicate with ANDEROS, immediately and at the first request, any holder’s authorization of intellectual
property rights for which could be required for the marketing of its products on the platform.
4.2.3 – ORDER PROCESSING
The Seller confirms orders within 72 hours, any order not confirmed in this time frame will be automatically considered as
cancelled. Within this framework, the Seller will check their email on a daily basis in order to process the order received or
made on the ANDEROS platform.
Upon receipt of an email informing them of the sale and/or the order, the Seller immediately removes the ordered items from
stock. They will then proceed to dispatch the order, within 72 hours (or less than 72 hours if specified within the order), to the
confirmed address and in the manner that has been communicated by the platform.
Under the terms and deadlines indicated by the latter, the Seller provides ANDEROS, information concerning the status,
shipping and appropriate follow-up of the order, this information can be freely communicated to the buyers by ANDEROS.
As soon as possible, and no later than at the time of shipping, the Sellers must communicate to ANDEROS the tracking
number of the parcel via the order follow up.
The Seller shall not divert, for the benefit of a third party, the Buyers recruited through the ANDEROS platform. It is expressly
forbidden to add any documentation promoting any other website than ANDEROS.
05 FINANCIAL CONDITIONS
5.1 – PAYMENTS FOR SALES AND ANDEROS COMMISSION
ANDEROS reimburses the Seller after each confirmed sale, i.e. for which the Buyer has confirmed the receipt of the correct
product, the selling price agreed minus the commission between the seller and Anderos on the final sale price and more generally, any sum owed by the
Seller to ANDEROS in accordance with the contract.
Payments for confirmed sales will occur by bank transfer on the 20th of the current month. Payment for sales that the Buyer
has not confirmed as being the correct product, are paid on the 20th of the following month.
06 RESPONSIBILITIES AND GUARANTEES
The Seller guarantees ANDEROS against all complaints, claims or actions on the part of any person having cause, foundation
or basis on the activity of the Seller. According to Canadian laws, this includes the disputes or actions based on the consumer
law, intellectual property, banking regulations, and any other basis whatsoever. The Seller undertakes to support the
payment of all monies including any possible sentences, non-conclusive convictions, legal fees including lawyer fees due.
event of force majeure.
07 SERVICE LEVEL
ANDEROS makes every effort to have the servers operational 24 hours a day, 7 days a week, except during periods of
operational maintenance updates and barring any unforeseen circumstances.
The servers may be interrupted to allow time for maintenance work. This, whenever possible, will be done when there is the
least amount of usage.
After having given reasonable notice to the Sellers, ANDEROS may proceed to complete cases related to technical reasons
such as the hardware replacement, system extension or system modification.
The Seller acknowledges that networks having uneven transmission capacities and clean usage policies cannot be
guaranteed to properly function. The Seller thus agrees to support within the reasonable limits of the diligence of ANDEROS,
risks of imperfection or unavailability of the services (examples: accessibility of the content, pages, email deliverability, etc.)
08 PROTECTION OF PERSONAL DATA
Each party undertakes to comply with the provisions in accordance with article 29 on computing and liberties amended
PIPEDA or other national legislation on privacy, including formalities entrusted to them and the member information. Each
party shall take all appropriate measures to ensure the protection, integrity and confidentiality of the personal data held
by it about its customers. The Seller is committed to take all appropriate precautions to maintain the security, integrity and
confidentiality of any and all personal data that is collected on the ANDEROS platform.
In accordance with article 29 of PIPEDA, Buyers have a right to access, of modification, rectification and opposition of the
data concerning them. Especially when there are consecutive reviews, these powers are exercisable.
According to the article 29 of the PIPEDA, the Buyers hold a right to access, of modification, correction and opposition of the
data concerning them. In particular when they are the result of prospecting, these are exercisable privileges with the Seller
being responsible for the treatment. In the event of receipt of any request for exercise of one of the aforementioned rights
by a Buyer, the Seller consequently undertakes to inform, without delay, ANDEROS which will, in its capacity as technical
subcontractor, see to the processing of the request. In particular, in case of the receipt by the Seller, of a right of opposition,
ANDEROS will, without delay, transmit by way of the Seller, the full coordinates of the Buyer.
09 SUSPENSION – TERMINATION
9.1 – SUSPENSION AND TERMINATION OF THE SELLER
The Seller must remedy any breach of its contractual obligations and any problem affecting their account(s) of which they
will be notified and given a deadline to them, and within the deadline set on a case by case basis by ANDEROS. Depending
on the severity or the repetition of the violation of the contractual obligations of the Seller or the problem affecting their
account(s), for example an obvious mistake of price in its offerings, a succession of claims or cancellations of orders, or a rate
of cancellation of orders equal or higher than 5% of all the orders of members in a rolling month, ANDEROS may suspend the
Sellers account(s) and any associated as well as its access to the platform, and without prior notice until the resolution of the
In the event of a serious breach and/or repeated violations by the Seller or serious and/or repeated problems affecting their
account, ANDEROS reserves the right to terminate, without notice, the contract and prohibit the Seller from accessing the
platform, remove their offerings and cancel their current sales.
Any fraudulent or illicit behaviour and any offer in the sale or the sale of forbidden products are understood, in particular, as
a violation or serious problem in context of the previous paragraph (including counterfeit products, illegal and dangerous
substances, counterfeit currency, pornography, firearms, explosives, products of the human body, etc.).
Following a suspension or termination under the conditions set out in the preceding paragraphs, the Seller will remain
responsible for all payments due.
The Seller may claim no compensation of expenses for the distribution and promotion of these items.
9.2 – AMICABLE TERMINATION
The contract is an indefinite contract. As such, it is cancellable at any time by ANDEROS or the Seller without reason. If the
Seller wishes to cancel the contract, they should do so by sending a registered letter to:
400 Laurier West Ave., Suite 507
Montreal, QC H2V 2K7
The termination of the contract by the Seller shall take effect at the end of the month during which ANDEROS has been
notified, subject to this notification being received before the 20th of the month and that date is not a Saturday or a Sunday,
or a public holiday or non-working day. If the notice of termination is not received under these deadlines, it will take effect at the end of the month following that during which the notification has been received by ANDEROS.
The termination of the contract by ANDEROS will take effect at the end of the 2nd month following that during which the
notification has been received by the Seller.
9.3 – TERMINATION AND CLOSURE OF THE SELLERS ACCOUNT
In order to ensure the proper execution of the obligations of which they would be debtor to the Buyers, the Seller agrees that
termination of their account occurs subsequent to the effective date of the termination of the contract.
10 GENERAL AGREEMENTS
10.1 – MUTUAL AGREEMENT OF INDEPENDENCE
ANDEROS and the Seller declare and recognize that they are and remain, for the duration of the contract, business partners
and independent professionals, ensuring each, the risk of their own activity.
10.2 – SUBJECT TO THE RIGHTS OF ANDEROS’ INTELLECTUAL PROPERTY
The Seller acknowledges that intellectual property rights, whatever their nature, as well as the know-how used by ANDEROS
in the context of the contract, will remain the sole property of ANDEROS. This stipulation prevents, in no respect, the
complete use by the Seller of the services proposed by ANDEROS.
Any commercial use by the Seller of the representational, semi-representational and name-specific brands of ANDEROS is
forbidden, except with prior, express and written authorization of ANDEROS.
10.2.1 – ON-LINE CONTENT BY THE SELLER
The Seller guarantees that the signals, writings, images, sounds or messages of any nature they post on the ANDEROS
platform (including any content relating to the sale of a product, text, graphics, logos, names, trademarks, designations,
tabs, features, data, photographs, and any other element) comply with laws and regulations in place.
Subject to compliance with the legal and regulatory provisions in place, online content by the Seller remains their exclusive
property, as it would be protected under intellectual property law.
By making content accessible on the platform, the Seller accepts that ANDEROS and all Internet users have, for free, the
faculty to consult and/or to share this content on or from the ANDEROS platform, and during the duration of the storage of
the content on the platform.
Notwithstanding foregoing, the Seller can specify any information which they will consider useful during the drafting of the
In addition, the Seller authorizes ANDEROS to reproduce and represent this content, and adapt the format if necessary,
within the framework of the features allowing making the ANDEROS platform accessible via Internet and/or other electronic
ANDEROS reserves the right to modify and/or remove any content, or take any measure to stop the confusion that would be
caused by bringing its online publishing (account suspension, account withdrawal and/or elimination of any offer).
10.3 – NON-DEFAMATION
The Seller is formally prohibited to damage or disparage, in any way, ANDEROS, its brand, its products and services and is
bound by confidentiality.
10.4 – NON-RENUNCIATION
The fact that ANDEROS does not ask the Seller for the execution of one or more of the obligations stipulated in the contract
cannot be construed as a waiver for ANDEROS to avail themselves for future obligations.
10.5 – MODIFICATIONS
ANDEROS has the right to modify the terms and conditions of use according to the evolution of its offer and the market. Any
changes will take effect immediately for online offers upon their notification to the Seller by any means chosen by ANDEROS.
They will not apply for current transactions at the time of their coming into effect.
10.6 – ACCURACY OF THE SELLERS INFORMATION
The Seller commits to provide and keep all account information current and up-to-date.This includes name, corporate name,
legal form, registration number, electronic and mail addresses telephone and banking information.
10.7 – PROOF OF AGREEMENT
The Seller recognizes that electronic media are at least beginnings of evidence in writing. In case of dispute, the electronic
documents produced by ANDEROS will prevail over those produced by the Seller, unless the latter only demonstrates the
absence of reliability or authenticity of the documents produced by ANDEROS.
10.8 – NOTIFICATIONS
Any notification by letter with request for acknowledgement of receipt will be deemed to have been received by the receiving
party at the day of the date shown on the acknowledgement of receipt or the notice. In the case where this date does not
correspond to that of a business day, the date of receipt will be that of the first following working day. Saturdays will be
presumed not to be working days. Outside this assumption, it will be applicable to the recipient of the notification to prove,
by objective elements and prior to the notification, that the day of receipt of the notification was not a business day.
The text of this document should be written in either English or French and should be clear and unambiguous.
10.9 – APPLICABLE LAW AND DISPUTE SETTLEMENT
The contract is governed Canadian law regardless of the Seller’s nationality and/or if the contract would run wholly, or in
With the exception of the appeal of the Seller, by ANDEROS, any dispute arising out of the conclusion, interpretation, execution
or termination of the contract will be subject exclusively to Canadian laws.