Supplier Participation and Fulfilment Agreement

1. Agreement and Acceptance

This Supplier Participation and Fulfilment Agreement (“Agreement”) is between TradeDash Inc., operating as TradeDash (“TradeDash,” “we,” “us,” or “our”) and the business or organization accepting this Agreement (“Supplier,” “you,” or “your”).

By submitting a Supplier application, selecting an electronic acceptance box, accessing a Supplier account, listing products, accepting an order, or otherwise participating in the TradeDash marketplace, the Supplier agrees to this Agreement, the TradeDash Terms of Service, Privacy Policy, fee schedule, and any operating policies made available through the Supplier dashboard.

The individual accepting this Agreement represents that they are authorized to bind the Supplier.

2. Supplier Eligibility and Business Information

The Supplier must:

• be legally authorized to operate and sell the listed products;
• provide accurate legal and operating names, addresses, contact details, tax information, and business registration information;
• maintain all licences, permits, registrations, approvals, and insurance required for its business and products;
• promptly update information that becomes inaccurate or incomplete; and
• cooperate with reasonable identity, business, banking, insurance, safety, and compliance verification.

TradeDash may approve, decline, restrict, suspend, or request additional information regarding an application at its discretion, subject to applicable law.

3. Account Security and Authorized Users

The Supplier is responsible for:

• designating one or more authorized account administrators;
• ensuring that only authorized personnel access the Supplier account;
• keeping passwords, verification codes, devices, and credentials secure;
• removing access promptly when an employee or contractor no longer requires it;
• training personnel who receive, prepare, release, load, or deliver TradeDash orders; and
• promptly reporting suspected unauthorized access or account compromise.

The Supplier is responsible for activity conducted through its account unless unauthorized access has been reported promptly and the Supplier has taken reasonable steps to secure the account.

4. Business Hours and App Availability

The Supplier must keep its TradeDash business hours, holiday hours, closures, order cut-off times, and fulfilment availability accurate.

During all posted TradeDash business hours, the Supplier must:

• keep the TradeDash Supplier app or dashboard open, available, and signed in on an approved tablet, computer, or mobile device;
• keep push notifications, audible alerts, or equivalent order notifications enabled;
• maintain a working internet connection and sufficiently charged device;
• place the device where responsible staff can readily see and hear incoming orders;
• regularly check the order queue even when no notification has been noticed; and
• notify TradeDash promptly of a technical issue that may delay or prevent fulfilment.

The Supplier must mark itself unavailable or temporarily pause orders whenever it cannot reliably receive, confirm, prepare, or release orders.

5. Order Monitoring, Confirmation, and Communication

The Supplier must review each incoming order promptly and, unless a different period is displayed in the Supplier app, accept or reject it within 10 minutes during posted business hours.

Before accepting an order, the Supplier must reasonably verify:

• inventory availability;
• current price and unit of sale;
• the ability to prepare the order within the displayed preparation time;
• the selected fulfilment method;
• any product, vehicle, loading, access, or safety requirements; and
• any customer-approved substitutions or special instructions.

The Supplier must use the TradeDash status controls accurately and must not mark an order as accepted, ready, picked up, or completed before the corresponding event has actually occurred.

6. Product Listings, Inventory, and Availability

The Supplier must maintain accurate and current information for every listing, including:

• product name, description, brand, model, SKU, specifications, and unit of measure;
• images that fairly represent the product;
• price, regular price, sale price, deposits, core charges, environmental fees, and other mandatory charges;
• inventory quantity and availability;
• dimensions, weight, bundle size, handling restrictions, and vehicle requirements where relevant;
• warranty, return, hazardous-material, storage, or installation information where relevant; and
• whether the product is eligible for Supplier Delivery, TradeDash Delivery, Customer Pickup, or any combination of those methods.

The Supplier must promptly correct inaccurate listings and pause products that cannot be supplied as represented.

7. Pricing, Fees, Taxes, and Receipts

The Supplier is responsible for the accuracy of its prices and mandatory product charges. The Supplier must not increase a product price after accepting an order unless the customer expressly approves the change through an authorized TradeDash process.

The Supplier is responsible for its own tax registrations, filings, remittances, and records except to the extent TradeDash expressly agrees in writing to collect or remit a particular amount on the Supplier’s behalf.

The Supplier must not require a customer or TradeDash driver to pay an undisclosed fee at pickup or delivery.

8. Order Preparation Standards

The Supplier must:

• begin preparing an accepted order without unreasonable delay;
• meet the preparation time shown or confirmed in TradeDash;
• pick the correct products, quantities, grades, dimensions, and units;
• inspect products for obvious damage, contamination, or defects before release;
• package, bundle, label, and secure products appropriately for the selected fulfilment method;
• keep completed orders separated and identifiable;
• include required documentation, safety information, receipts, or manufacturer materials; and
• mark the order ready only when the complete order can be released without avoidable delay.

9. Supplier Delivery Requirements

These requirements apply whenever the Supplier selects or accepts responsibility for delivery using its own drivers, employees, contractors, or vehicles.

The Supplier must:

• use properly licensed, trained, and authorized drivers;
• use safe, suitable, maintained, registered, and insured vehicles;
• ensure the selected vehicle is appropriate for the product’s weight, dimensions, loading method, and securement needs;
• deliver within the promised window or communicate a delay immediately through TradeDash;
• keep the TradeDash app signed in and order tracking or status updates active where required;
• follow customer access instructions that are lawful, safe, and reasonably practicable;
• obtain required delivery confirmation, photographs, signatures, names, PINs, or other proof of delivery;
• avoid leaving materials unattended unless expressly authorized;
• report collisions, injuries, property damage, product loss, theft, or delivery disputes promptly; and
• comply with applicable traffic, workplace, load-securement, transportation, dangerous-goods, and occupational health and safety requirements.

A Supplier must not accept Supplier Delivery orders when it lacks a suitable driver, vehicle, capacity, insurance, or ability to meet the delivery commitment.

10. TradeDash Delivery Requirements

These requirements apply when TradeDash or a TradeDash-authorized Delivery Provider collects the order from the Supplier.

The Supplier must:

• keep an approved tablet, computer, or mobile device available and signed in during posted business hours;
• confirm or reject incoming orders promptly;
• provide an accurate preparation time and update TradeDash immediately if that time changes;
• have the complete order ready at the designated pickup area by the confirmed pickup time;
• verify the order number, pickup code, driver identity, or other release credential required by TradeDash;
• release the order only to the correct authorized Delivery Provider;
• assist with loading to the extent stated in the listing or Supplier profile;
• disclose weight, dimensions, forklift needs, loading restrictions, dangerous goods, or special vehicle requirements before acceptance;
• avoid unreasonable driver wait times;
• confirm pickup in the TradeDash system immediately when the order is released; and
• retain the order securely until collected or otherwise instructed by TradeDash.

TradeDash may charge or deduct waiting-time, failed-pickup, redelivery, cancellation, or other operational fees where the Supplier’s inaccurate information, delay, closure, missing product, or failure to release the order causes additional cost.

11. Customer Pickup Requirements

The Supplier must:

• keep an approved device available and signed in during posted pickup hours;
• confirm incoming pickup orders promptly;
• provide an accurate ready time;
• keep the order secure and clearly identified until collection;
• verify the customer’s order number, pickup code, identification, or authorized representative where required;
• release the order only to the correct customer or authorized representative;
• provide a reasonably safe and clearly communicated pickup location;
• assist with loading only to the extent stated in the listing, Supplier profile, or applicable law;
• confirm pickup immediately in TradeDash; and
• follow the applicable abandoned-order or uncollected-order procedure.

12. Substitutions, Quantity Changes, and Partial Orders

The Supplier must not substitute a product, brand, size, grade, quantity, or unit without the customer’s express approval through TradeDash, unless the customer has provided standing substitution instructions.

A substitution must be accurately described and priced. The Supplier must not provide a lower-value or materially different product while charging for the originally ordered item.

13. Cancellations, Rejections, and Unavailable Items

A Supplier must reject or cancel an order only for a legitimate reason and must select or provide an accurate explanation. Legitimate reasons may include confirmed inventory unavailability, unsafe fulfilment, an obvious listing error, closure, inability to meet the delivery commitment, suspected fraud, or legal restrictions.

Repeated avoidable cancellations, unexplained rejections, or acceptance of orders the Supplier cannot fulfil may result in reduced visibility, temporary pausing, fees, suspension, or termination.

14. Returns, Refunds, Defects, and Order Disputes

The Supplier must:

• publish and honour an accurate return and warranty policy consistent with applicable law;
• cooperate promptly with TradeDash investigations of missing, damaged, incorrect, defective, or misrepresented products;
• provide records, photographs, receipts, serial numbers, and employee statements reasonably requested;
• accept responsibility for refunds, replacements, credits, redelivery, or other costs caused by the Supplier’s error, product defect, inaccurate listing, improper packaging, or failure to fulfil; and
• not direct customers away from TradeDash to avoid the platform’s dispute process.

15. Product Quality, Legality, and Regulatory Compliance

The Supplier must not list or supply:

• counterfeit, stolen, recalled, prohibited, illegally imported, or unlawfully sold products;
• products that are materially damaged, expired, contaminated, unsafe, or unfit for the represented purpose;
• products lacking required labels, certifications, warnings, instructions, or safety documentation;
• hazardous, controlled, regulated, or age-restricted products unless expressly authorized by TradeDash and lawfully handled; or
• products that infringe intellectual-property or other third-party rights.

The Supplier must promptly notify TradeDash of a recall, stop-sale notice, safety concern, legal restriction, or known material defect affecting a listed product.

16. Packaging, Loading, Site Safety, and Hazard Disclosure

The Supplier must:

• package and secure products to withstand ordinary handling and transport;
• use pallets, straps, wrap, containers, edge protection, labels, and other securement appropriate to the materials;
• provide accurate weight and dimension information;
• identify sharp, fragile, unstable, hazardous, oversized, temperature-sensitive, or otherwise restricted products;
• maintain a reasonably safe loading and pickup area;
• operate forklifts, loaders, cranes, and other equipment only through qualified personnel;
• not overload or direct the overloading of any vehicle;
• refuse an unsafe loading or transport arrangement; and
• report a safety incident promptly.

17. Customer Service and Professional Conduct

Supplier personnel must communicate professionally and respectfully with customers, TradeDash staff, and Delivery Providers. Harassment, discrimination, threats, abuse, retaliation, or unsafe conduct is prohibited.

The Supplier must respond promptly to order-related inquiries and cooperate in good faith to resolve problems. The Supplier must not ask customers to cancel and reorder outside TradeDash or otherwise circumvent TradeDash fees, records, protections, or payment processes.

18. Privacy, Customer Information, and Confidentiality

The Supplier may use customer, driver, order, delivery, and contact information only as reasonably necessary to fulfil the applicable order, provide support, comply with law, or perform another purpose expressly authorized by TradeDash or the individual.

The Supplier must:

• protect personal information with reasonable administrative, technical, and physical safeguards;
• limit access to personnel who need the information;
• not sell, rent, disclose, copy, scrape, or use the information for unrelated marketing;
• not contact a customer outside TradeDash except where reasonably necessary for the active order or otherwise authorized;
• retain information only as long as reasonably necessary or legally required;
• promptly notify TradeDash of suspected loss, misuse, unauthorized access, or disclosure; and
• comply with the TradeDash Privacy Policy and applicable privacy law.

Non-public TradeDash pricing, software, operations, reports, customer data, security information, and business information must be treated as confidential.

19. Records, Cooperation, and Audits

The Supplier must maintain accurate records reasonably necessary to verify orders, prices, taxes, inventory, preparation, pickup, delivery, returns, refunds, safety, insurance, licences, and compliance.

On reasonable request, the Supplier must provide relevant records and cooperate with TradeDash regarding a complaint, chargeback, fraud review, safety incident, insurance claim, legal request, or compliance investigation.

20. Performance and Service Standards

TradeDash may monitor:

• order acknowledgement time;
• acceptance, rejection, and cancellation rates;
• preparation accuracy and readiness time;
• driver and customer wait time;
• inventory and pricing accuracy;
• missing, incorrect, damaged, or substituted items;
• on-time pickup and delivery performance;
• customer complaints, ratings, refunds, and chargebacks;
• app availability and response during posted hours; and
• compliance with safety and operational requirements.

TradeDash may provide warnings, corrective-action requirements, training, order limits, reduced visibility, temporary pauses, suspension, or termination where performance falls below reasonable standards.

21. Payments, Deductions, Adjustments, and Set-Off

Supplier payouts are subject to the applicable fee schedule, payment-processing terms, reserves, refunds, credits, chargebacks, taxes, adjustments, and other amounts properly owed under this Agreement.

To the extent permitted by law and the applicable payment arrangement, TradeDash may deduct or set off amounts arising from Supplier-caused refunds, incorrect items, missing products, avoidable cancellations, driver waiting time, failed pickups, redelivery, chargebacks, fraud, damage, or other Supplier obligations.

The Supplier must review payout reports and report a suspected error within the period stated in the Supplier dashboard or fee schedule.

22. Insurance, Licences, and Legal Compliance

The Supplier must maintain insurance reasonably appropriate for its operations and the fulfilment methods it offers, including commercial general liability and, where the Supplier performs delivery, appropriate commercial automobile and cargo coverage.

The Supplier must maintain required workplace coverage, licences, permits, vehicle registrations, driver qualifications, safety certifications, and other approvals. Evidence must be provided upon reasonable request.

23. Independent Businesses

The Supplier operates an independent business. Nothing in this Agreement creates an employment, partnership, franchise, agency, joint-venture, fiduciary, or exclusive relationship between TradeDash and the Supplier.

The Supplier controls its own personnel, facilities, inventory, operations, employment obligations, taxes, equipment, and, where applicable, delivery activities, subject to the requirements necessary to participate in TradeDash.

24. Prohibited Conduct

The Supplier must not:

• manipulate orders, prices, inventory, ratings, fees, search results, or promotions;
• create false accounts, transactions, reviews, or delivery records;
• misrepresent fulfilment status or proof of delivery;
• circumvent TradeDash payments, fees, communications, or customer protections;
• use customer or driver information for unrelated solicitation;
• discriminate against or harass any person;
• interfere with TradeDash software, security, data, or operations;
• share credentials with unauthorized persons;
• offer or accept improper payments, kickbacks, or bribes; or
• engage in fraudulent, deceptive, unlawful, unsafe, or abusive conduct.

25. Pausing, Suspension, and Termination

TradeDash may pause listings, limit orders, hold payouts where legally permitted, suspend access, or terminate participation for reasons including:

• material or repeated breach of this Agreement;
• unsafe, illegal, fraudulent, deceptive, or abusive conduct;
• failure to maintain required insurance, licences, or business authority;
• materially inaccurate listings, inventory, pricing, or fulfilment information;
• repeated missed, late, incomplete, or cancelled orders;
• failure to monitor or confirm orders during posted hours;
• excessive customer, driver, payment, or safety complaints;
• failure to cooperate with an investigation or corrective-action plan;
• security or privacy risk; or
• risk to customers, drivers, TradeDash, or the public.

The Supplier may stop offering new orders through the dashboard, but remains responsible for accepted orders, returns, refunds, disputes, records, confidentiality, and amounts arising before termination.

26. Supplier Responsibility and Indemnity

The Supplier is responsible for its products, listings, personnel, facilities, packaging, loading, fulfilment, Supplier Delivery operations, legal compliance, taxes, and breaches of this Agreement.

To the fullest extent permitted by law, the Supplier will indemnify and hold harmless TradeDash and its affiliates, officers, directors, employees, contractors, and agents from third-party claims, losses, damages, liabilities, penalties, fines, costs, and reasonable legal fees arising from or relating to:

• the Supplier’s products, listings, acts, omissions, or operations;
• injury, death, property damage, product damage, or delivery incidents caused by the Supplier;
• the Supplier’s breach of this Agreement or applicable law;
• infringement or misappropriation of third-party rights;
• tax, employment, contractor, licensing, insurance, or regulatory obligations of the Supplier; or
• unauthorized use or disclosure of personal or confidential information by the Supplier.

27. Changes to This Agreement

TradeDash may update this Agreement to reflect changes to the marketplace, fulfilment methods, technology, fees, safety requirements, business practices, or law.

The revised Agreement will be posted with a new effective date. Where a change is material, TradeDash may provide additional notice and require renewed electronic acceptance before the Supplier can continue accepting orders.

28. General Terms

28.1 Entire agreement

This Agreement, together with documents incorporated by reference, forms the agreement governing the Supplier’s participation in TradeDash.

28.2 Order of precedence

A written Supplier-specific agreement signed by TradeDash prevails over this Agreement to the extent of an express conflict. Otherwise, this Agreement prevails over informal guidance.

28.3 Assignment

The Supplier may not assign or transfer this Agreement or its Supplier account without TradeDash’s prior written consent. TradeDash may assign this Agreement in connection with a financing, reorganization, merger, sale, or transfer of its business.

28.4 Severability

If a provision is found unenforceable, it will be limited or removed only to the minimum extent necessary, and the remaining provisions will continue in effect.

28.5 No waiver

A failure to enforce a provision is not a waiver of that provision or any other right.

28.6 Governing law

This Agreement is governed by the laws of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law principles.

28.7 Electronic communications and acceptance

The Supplier agrees to receive this Agreement, notices, records, and operational communications electronically. Electronic acceptance, account records, timestamps, IP information, and related system records may be used to evidence acceptance and activity.

29. Contact TradeDash

Contact TradeDash regarding this Agreement, an operational issue, a safety concern, or a Supplier compliance question.