CONSCIOUS CORPORATE COLLECTIVE, INC. CLIENT TERMS OF SERVICE

Last Updated: February 20, 2024

  1. Overview

Thank you for your interest in becoming a Client on the Conscious Corporate Collective, Inc. (“CC”) online marketplace, accessible through its websites (collectively, the “Site”) and mobile applications (collectively, the “Application”) (together, the “Services”). Throughout these Client Terms of Service (“Client Terms”), the terms “CC,” “us,” and/or “we” refer to Conscious Corporate Collective, Inc. The terms “you” and/or “your” refer to you as a user of the Services as a Client. These Terms, along with CC’s Terms of Service (the “General Terms) and Privacy Policy, govern your purchase of goods as a Client through the Services. These Client Terms reference and link to various CC policies that provide additional details regarding the Services, and such policies are incorporated herein by reference and are to be treated as part of these Client Terms. You hereby acknowledge and agree to terms and conditions set forth below. Capitalized terms used herein but not defined shall have the meanings given to them in the General Terms. Throughout these Client Terms, the word “include” or “including” means “including, but not limited to”.

IF YOU BECOME A SUBSCRIBER TO ONE OF OUR PAID MEMBERSHIPS AND PAY BY CREDIT CARD, YOUR SUBSCRIPTION SERVICE WILL AUTOMATICALLY RENEW PURSUANT TO THE TERMS SET FORTH BELOW.

  1. Key Definitions
  • “Vendor” means a seller who offers to sell and/or sells its goods to Clients through the Services for corporate gifting.
  • “Client” means a buyer who purchases goods through the Services for the purpose of corporate gifting.
  1. Account Registration – Retail Account

Client Account. To purchase goods through the Services as a Client, you must register, create a Client account and be approved by CC (“Client Account”), as further set forth in the Overall Terms. We reserve the right to deactivate your account if we find that you are in breach of these Client Terms, including in the event that you are selling products in non-CC approved locations or on other platforms other than CC (as further set forth in these Client Terms).

Qualifications. To qualify for a Client Account, Clients must be a registered business in Canada or the United States. You must also have, and upon request provide, proof of authorization from the business to be able to procure corporate gifts and Vendor merchandise. You also agree that any extension of payment terms will be used solely for business and commercial purposes.

  1. Product and Content Compliance

You acknowledge and agree that CC is not required to determine whether the products sold on the Services, or any Content related thereto: (i) abide by CC’s Product Guidelines and/or are not prohibited under CC’s Product Guidelines; (ii) comply with all laws, rules and regulations, including but not limited to, safety, labeling, testing, warning, import/export, and/or other consumer protection law requirements; (iii) do not infringe upon the intellectual property, publicity or other rights of others; (iv) do not contain false, inaccurate or misleading information; (iv) are allowed to be sold from the Vendor’s jurisdiction and/or into your jurisdiction; and/or (v) are allowed to be sold by you from your jurisdiction into your customer’s jurisdiction. You agree to conduct the necessary due diligence for compliance and suitability of Vendors and their products. You hereby release CC from any liability with respect thereto, and agree to indemnify, defend and hold CC harmless for any claims as set forth in the Indemnification section below.

  1. Orders
  • Order Minimums. Vendors may specify a minimum dollar amount or item quantity a Client must spend before a Vendor is willing to sell to a Client (an “Order Minimum”). This amount is set by each Vendor and may vary between Vendors. Vendors have the option to set a different Order Minimum for first orders and reorders you place with them.
  • Right to Refuse. You acknowledge and agree that Vendors and/or CC may refuse to complete your purchase for any reason.
  • Inventory. CC will encourage Vendors to have sufficient inventory to sell goods to Clients. However, you acknowledge and agree that CC does not guarantee a Vendor's inventory or that there will be enough product to sell to you.
  • Testers and Samples. Vendors may sell testers. You may add only one tester per product SKU to any full order. Samples are currently not made available by a Vendor. Please note that in the event you purchase testers, they are non-returnable and non-refundable.
  • No Circumvention. You acknowledge and agree that you will place all orders for a Vendor's product through the Services for any Vendor that you are first introduced to through the Services. You acknowledge and agree that you will not influence Vendors, or otherwise circumvent CC’s process or the Services, by transacting orders with Vendors you were introduced to through the Services outside of the Services. Failure to comply with this provision may result in temporary suspension or permanent termination of your Client Account and your ability to purchase products on CC in the future.
  • Shipping. You agree to provide valid shipping addresses to receive the products that you order through the Services. 
  • Taxes. You acknowledge and agree that you are solely responsible for the collection and remittance of any taxes, including sales taxes, as well as any other payments or filings required under applicable law. You hereby release CC with respect thereto, and agree to indemnify, defend and hold CC harmless against any and all such taxes, contributions, penalties and/or interest.
  1. Payment
  • Payment Methods. To make a purchase, you must link an approved payment method (such as a credit card) with your Client Account. Approved payment methods may vary by region, including by cheque, wire transfer and Interac e-transfer. By submitting payment details in conjunction with registering for a Client Account and/or purchasing goods, you agree to pay for the goods purchased, and any applicable taxes and other fees that may accrue, and you authorize CC and/or its affiliates to charge the payment method with the information you have supplied to CC, and/or to credit that payment method to make any adjustments if necessary. CC reserves the right to correct any errors in pricing. We will charge your default payment method on file in your Client Account. If it fails, we reserve the right to charge any other payment method you have included in your Client Account.
  • Payment Processors. CC uses third-party service providers for credit card payment processing, fraud alerts, payment processing and disbursement of funds to Vendors. You acknowledge and agree that CC may share information about you with those payment processors in order to complete the transaction.
  • Payment Terms. There are 2 ways to Order from CC which determines payment terms. 
    • Direct marketplace Orders by Covet Club Members. All online orders placed by Members are charged upon order placement to the default payment method (Credit Card) on file.
    • Custom Project Orders. Detailed proposal contracts are extended to Clients for our Gift Fulfillment Service which includes product sourcing, branding, styling, fulfillment and shipping of corporate gift campaigns. 50% deposit is due upon signature of the order with the balance invoiced and due within 30 days of successful completion of the project.
  • Failure to Make Payment. You acknowledge and agree that if you fail to make timely payment for any goods you ordered through the Services, CC may, at its option and without notice to you, demand immediate payment of all outstanding invoices, cancel or suspend orders, suspend or revoke your credit terms, offset monies that may be owed to you, assess late payment penalties at the highest rate allowed by law and/or temporarily suspend or permanently terminate your Client Account. CC reserves the right to turn your account over to a collection agency or seek any other legal or equitable remedies available to collect any outstanding debt. You acknowledge and agree that if any payment becomes 60 days past due, CC may at its option automatically enroll you into a 3 month payment plan, and you hereby agree to pay the total amount due in equal weekly installments over such 3 month period. CC reserves the right to apply a fee for this service. 
  1. Shipping Costs and Lead Times
  • Shipping Costs. Unless CC has authorized free shipping, you are responsible for and agree to pay for all shipping costs displayed on your invoice as well as any customs and/or duties on international orders. Shipping costs will be included in your invoice. Shipping costs will vary depending on the weight of the package and where the package is being shipped to and from.
  • Lead Times. You acknowledge that lead times vary on how long it takes for a Vendor to ship a product. Average lead times are displayed on the Vendor's page and/or when the product is in your cart. If any order takes longer than 2 weeks to ship, your invoice due date and return window (if applicable) are extended by the delayed weeks. Once the Vendor accepts the order, the expected ship date will be updated in your Client Account. You will receive a notice once the product has shipped, giving you a tracking number and letting you know the cost of shipping. This information is also available in your Client Account.
  1. Returns, Refunds, Cancellations
  • Returns. CC offers free returns on qualifying orders placed with any Vendor. From the date the order is placed, you have the same number of days to return the product for a full refund as you have to pay the invoice (“Return Eligibility Period”). When goods are returned to CC by a Client, CC may at its option redistribute those products through its various redistribution channels. To qualify for free returns and prevent future charges, you must adhere to CC return policies as outlined in our Returns, Refunds and Cancellations Policy. You acknowledge and agree that any orders from a Vendor not covered in CC’s Return Policy are not eligible for return, except under certain limited circumstances described therein. Although CC agrees to pay free shipping on returned items that qualify, you acknowledge and agree that you pay for all shipping costs to your retail store. Those shipping costs are non-refundable, even if you later return those items for free under this Section.
  • Refunds and cancellations. If you receive a product that is damaged, the shipment includes missing items or you do not receive the product by the expected ship date, you must report the issue within 14 days of receiving the product as outlined in our Returns, Refunds and Cancellations Policy. You agree that if you do not timely report the issue, the product shall be deemed delivered and satisfactory.
  • No Consignment. The right to return goods as set out in this Section 8 does not create a consignment sale arrangement.

CC reserves the right to accept or reject any missing or damaged report filed by a Client in its sole reasonable discretion, including in the event CC suspects any fraudulent activity. CC’s decision whether to accept a damaged or missing claim shall be final.

  1. Communication

Clients and Vendors are currently connected only through CC employees. A messaging service is on the product roadmap. When such service exists, you agree to use CC Messenger only for legitimate business purposes, such as asking questions about a Vendor’s products, the status of an order or to resolve business issues. You agree to not abuse CC Messenger, to use it only as is reasonably necessary and to not use it for the purpose of harassment or other improper purposes. If you are not able to get answers to your questions or resolve issues, you may also contact CC directly.

  1. Product Content

Limited License. CC displays various Content related to the products, including photographs, product descriptions, Vendor stories and any other related content for sale on its Services. You are granted a limited, revocable license to use Content related to a product that you purchase on the Services on your own company’s website for the sole purpose of reselling that same product. Notwithstanding the foregoing, you agree that you will not use any such Content in any ad or media campaign, including postings, emails, ads or any other communication on Facebook, Instagram or Google, among others, without the express written consent from the owner of that Content.

You acknowledge and agree that you are merely a licensee of the Content and that you do not own, and will not claim any ownership rights in, the Content. You further acknowledge and agree that CC is not responsible, nor shall CC be held liable, for any Content, and CC makes no representation or warranty that the Content does not infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain libelous or otherwise unlawful, abusive, harassing or obscene material, or result in the violation of any applicable law or regulation.

Ads and Sponsored Product Listings. You acknowledge and agree that the Services may display advertisements that are sponsored by CC or by third parties, including Vendors. Such advertisements do not constitute an endorsement by CC of the Vendor or product(s) displayed therein. CC uses commercially reasonable efforts to identify advertisements, including sponsored product listings or sponsored search results, where displayed on the Services to the extent required to comply with applicable law. CC shall have no responsibility or liability with respect to an action or omission that you make based on advertisements displayed through the Services.

  1. Covet Club

The Covet Club terms and conditions apply to Clients who are Covet Club members. 

  1. Disputes

For any disputes regarding an order or product from a Vendor, you agree to try to informally resolve the dispute directly with the Vendor using CC Messenger. If you are not able to resolve the dispute, you may contact CC to help resolve the issue. You agree that CC has no duty or obligation to resolve any issue you have with a Vendor, and you hereby release CC from any and all liability relating to any dispute you have with a Vendor.

  1. Indemnity

You agree to defend, indemnify, and hold CC, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Client Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services.

  1. Termination

If you breach any of these Client Terms, CC will have the right to temporarily suspend or permanently terminate your Client Account, these Client Terms and/or the General Terms in its sole discretion and without prior notice to you. CC reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event CC terminates these Client Terms, your Client Account and/or the General Terms due to your breach, you will remain liable for all amounts due hereunder.

You may terminate your relationship with CC at any time by contacting us or as otherwise indicated in your Client Account portal. CC will close your Client Account once there has been an accounting of all monies due and owing.