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International Vendor & Services Terms

Last updated: September 2026

These International Vendor & Services Terms govern the commercial relationship between TuBoleto and international brands, manufacturers, distributors and other businesses using TuBoleto’s Canadian market-entry, warehousing, fulfillment, logistics, returns, technology or multichannel commerce services.

These terms are separate from the general terms that may apply to local sellers, advertisers, event organizers or other marketplace participants.

1. Scope of Services

Depending on the services selected, TuBoleto may provide or coordinate services including:

The availability of a service on a TuBoleto website does not mean that the service is automatically included in a vendor’s account. Applicable services will be those agreed through a service order, plan, quotation, pricing schedule or other accepted arrangement.

2. Independent Business Relationship

TuBoleto and Vendor act as independent contractors.

Nothing in these terms creates a partnership, joint venture, fiduciary relationship, franchise, employment relationship, commercial agency or exclusive distribution relationship unless expressly agreed in writing.

Vendor remains responsible for its business, products, commercial decisions, regulatory compliance, taxes and obligations not expressly assumed by TuBoleto.

3. Vendor Information and Verification

Vendor must provide complete, accurate and current information reasonably requested by TuBoleto, including where applicable:

TuBoleto may delay, reject or suspend onboarding where information is incomplete, inconsistent, unverifiable or presents legal, financial, regulatory, operational, fraud or safety risk.

4. Product Approval

TuBoleto may review products before accepting inventory or providing services.

TuBoleto may reject, restrict, quarantine or stop handling products that are illegal, prohibited, recalled, suspected counterfeit, unsafe, improperly labelled, improperly documented, hazardous, expired, incompatible with the facility or subject to special requirements TuBoleto has not agreed to support.

Acceptance of a product by TuBoleto does not constitute government certification, legal advice or a guarantee of compliance with all applicable laws or third-party requirements.

5. Product Responsibility

Vendor represents that it has the lawful right to sell and distribute its products and that the information provided about those products is complete and accurate.

Vendor is responsible for notifying TuBoleto of defects, safety risks, recalls, regulatory investigations, restrictions, intellectual-property claims or other material changes that may affect the sale, storage or fulfillment of a product.

6. Regulatory Compliance

Unless TuBoleto has expressly agreed in writing to perform a specific compliance task, Vendor remains responsible for ensuring that its products may be lawfully imported, distributed and sold in the applicable market.

Requirements may include bilingual labelling, ingredients, nutrition information, allergens, warnings, net quantity, country of origin, licences, permits, importer information, lot information, expiry information, traceability and other product-specific requirements.

7. Recalls, Quarantine and Safety

Vendor must immediately notify TuBoleto of any recall, safety alert, regulatory investigation, stop-sale order, material defect, contamination or comparable issue.

Where a reasonable risk exists, TuBoleto may suspend fulfillment, block inventory, quarantine products, stop listings or sales, preserve records and cooperate with competent authorities.

Unless the issue was caused solely by TuBoleto’s fault, Vendor will be responsible for reasonable costs arising from recall, quarantine, destruction, return or regulatory response involving Vendor’s products.

8. Importer of Record

The international Vendor remains the Importer of Record (IOR) for its products.

TuBoleto does not act as Importer of Record, purchaser, owner for customs purposes, customs broker, responsible consignee or another party legally responsible for importing Vendor’s products. Vendor must not identify TuBoleto in any of those capacities.

Vendor is responsible for maintaining its importer account and applicable registrations; providing complete, accurate and timely information and declarations; and satisfying obligations concerning its products, duties, taxes, permits and other import and compliance requirements.

Using or coordinating a licensed Canadian customs broker does not transfer Vendor’s legal importer responsibilities to the broker or to TuBoleto.

9. Customs Information and Documentation

Vendor must provide accurate and timely information, including where applicable:

TuBoleto may assist in coordinating this process but may reasonably rely on information supplied by Vendor and third parties.

Unless separately engaged through an appropriately qualified professional, TuBoleto does not provide legal, tax or customs-brokerage advice.

10. Duties, Taxes and Government Charges

Vendor is responsible for duties, GST/HST, import taxes, inspections, port storage, demurrage, government fees, penalties and similar amounts associated with importing its products, except where applicable law provides otherwise.

Vendor is responsible for additional costs resulting from false, incomplete or inaccurate information supplied by Vendor.

11. Ownership of Inventory

Unless otherwise agreed in writing, inventory stored by TuBoleto remains the property of Vendor.

Physical receipt of inventory by TuBoleto does not transfer title or ownership to TuBoleto.

12. Inventory Receiving

Inbound shipments must comply with TuBoleto’s current operating requirements, including advance notice, appointments, SKU information, carton or pallet identification and supporting documentation where applicable.

TuBoleto may delay, reject or charge additional fees for unannounced, improperly labelled, damaged, mixed, poorly palletized, unidentified or unexpectedly labour-intensive shipments.

13. Counting and Inspection

The level of inspection depends on the service purchased.

A pallet or carton count does not constitute a unit-level count unless unit-level counting has been expressly requested or included.

Discrepancy, photographic evidence and claims procedures are further addressed in the Warehouse & Inventory Terms.

14. Storage and WMS

TuBoleto may record physical, available, reserved, damaged, held or quarantined inventory through its warehouse management system.

Storage fees may be calculated by pallet, carton, location, volume, unit, period or another method established in the applicable pricing schedule.

15. Warehouse Access

Vendor does not have unrestricted physical access to operational warehouse areas.

Visits, inspections, pickups or third-party access require prior approval and compliance with TuBoleto’s safety and operating procedures.

16. Fulfillment

Where fulfillment services are selected, TuBoleto may receive approved orders from TuBoleto Marketplace, Vendor’s ecommerce system, Amazon, Walmart, eBay, Best Buy, B2B systems, APIs or other approved order sources.

TuBoleto will perform pick, pack and dispatch services according to the applicable service plan and operating requirements.

17. Carriers and Shipping

Unless otherwise agreed, carrier transportation charges are separate from fulfillment fees.

Carrier rates, surcharges, dimensional-weight adjustments, address corrections and other carrier charges may be passed through to Vendor.

TuBoleto does not guarantee third-party carrier delivery times unless a specific carrier guarantee applies to the shipment.

18. Returns

Where returns services are selected, TuBoleto may receive returned products at an approved Canadian return address, identify the order, inspect the item, photograph it, grade its condition and process it according to authorized Vendor instructions.

Returned inventory may be restocked, repacked, relabelled, quarantined, held, returned to Vendor or disposed of according to applicable instructions and rules.

19. Marketplaces and External Channels

Amazon, Walmart, eBay, Best Buy and other marketplaces maintain their own rules and may change policies, fees, technical requirements and account decisions independently of TuBoleto.

TuBoleto does not guarantee approval of a product, listing or marketplace account.

20. Technology and Vendor Dashboard

TuBoleto may provide a Vendor Dashboard, WMS, inventory reports, order information, shipment information, returns information, billing information, integrations and automated tools.

TuBoleto retains rights in its software, platform, processes, systems, templates and technology.

Vendor retains rights in its own commercial information and materials, subject to the rights reasonably required for TuBoleto to perform the authorized services.

21. Account Security and Instructions

Vendor is responsible for keeping authorized-user information current and safeguarding credentials.

TuBoleto may require additional verification before performing sensitive actions including bank-account changes, destruction of inventory, release of high-value inventory, inventory transfers or account-ownership changes.

22. Product Assessment

TuBoleto’s Product Assessment is a commercial research and informational service.

It does not constitute:

The current Product Assessment price is CAD $299 per product, unless otherwise quoted.

The Product Assessment fee is non-refundable and is not credited toward future TuBoleto services unless TuBoleto expressly agrees otherwise in writing.

23. Fees

Vendor must pay all charges applicable to the services selected.

Charges may include receiving, unloading, inspection, storage, labelling, materials, kitting, repacking, fulfillment, shipping, returns, disposal, inventory counts, marketplace commissions, integrations and other services.

The applicable rates are those stated in the current quotation, pricing schedule, service plan or service order.

24. Shipping Charges

Unless otherwise stated in the applicable pricing schedule, carrier transportation costs will be charged based on the applicable carrier charge.

Carrier corrections or adjustments received after shipment may be invoiced after the original shipment date.

25. Taxes

Fees do not include applicable GST, HST or other taxes unless expressly stated otherwise.

26. Invoicing and Non-Payment

Specific payment terms will be established in the applicable service order or commercial plan.

Where undisputed amounts are overdue, TuBoleto may suspend services, reject additional inbound inventory or exercise other remedies permitted under the applicable agreement and law.

Any rights relating to retention of goods, storage liens, abandoned inventory, sale, disposal or similar remedies are subject to specific warehouse terms and applicable law.

27. Insurance

TuBoleto may require certain vendors to maintain commercial general liability, product liability or other insurance appropriate to the product category and services used.

Specific insurance requirements, where applicable, will be communicated in writing.

28. Third-Party Providers

TuBoleto may use carriers, freight forwarders, customs brokers, payment processors, software providers, cloud providers, marketplaces and other third parties to perform or support services.

29. Confidentiality

Each party will reasonably protect non-public commercial, technical, financial and operational information received from the other party and use it only for purposes related to the business relationship.

30. Intellectual Property

Each party retains ownership of intellectual property it owned before the relationship.

Vendor authorizes TuBoleto to use Vendor’s trademarks, product images, descriptions, product data and related materials to the extent reasonably necessary to provide authorized services.

31. Suspension

TuBoleto may suspend services where there is non-payment, fraud, safety risk, recalled inventory, unauthorized dangerous goods, reasonable counterfeit concerns, legal or regulatory non-compliance, unauthorized activity or material breach.

32. Termination and Inventory Removal

When storage services end, Vendor must provide lawful instructions for removal, transfer, return or disposition of remaining inventory within the applicable period.

Storage and other applicable charges may continue while inventory remains in TuBoleto’s custody.

TuBoleto does not automatically acquire ownership of inventory merely because the commercial relationship has ended.

33. Liability Framework

Liability limits, indemnities, insurance treatment, inventory-loss rules and other risk-allocation matters may be governed by additional service orders, warehouse terms or other applicable agreements.

Nothing in these terms is intended to exclude liability that cannot legally be excluded.

34. Force Majeure

Neither party will be responsible for delays reasonably caused by events outside its control, including natural disasters, fire, port or border closures, government action, major carrier disruption, strikes, widespread infrastructure failures or comparable events.

35. Governing Law

Unless otherwise agreed in writing, the commercial relationship is intended to be governed by the laws of Ontario and the applicable federal laws of Canada.

36. Additional Documents

Depending on the services selected, these terms may be supplemented by:

37. Document Priority

Where there is a conflict, a specifically negotiated written service order or agreement may prevail with respect to the particular matter it addresses.

38. Updates

TuBoleto may update these terms to reflect changes in services, operations, technology or legal requirements.

Material changes affecting an existing commercial relationship will be communicated through the applicable contractual mechanism.

Important: These terms form part of TuBoleto’s commercial framework. Certain services may require additional documentation, verification, insurance or agreements before TuBoleto accepts inventory or begins operations.

Limitation of Liability

Except to the extent prohibited by applicable law, TuBoleto will not be liable for indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, lost revenue, lost sales, loss of business opportunity, reputational harm or loss of anticipated savings, even if TuBoleto was advised that such damages were possible.

Except for liability governed by the specific inventory-loss provisions in the Warehouse & Inventory Terms, and except where a limitation is prohibited by law, TuBoleto’s aggregate liability arising from or relating to the affected services will not exceed the fees paid or payable by Vendor to TuBoleto for those affected services during the twelve months immediately preceding the event giving rise to the claim.

The limitations in these Terms do not apply to the extent liability cannot lawfully be limited or excluded, including liability arising from fraud or wilful misconduct. Any treatment of gross negligence, personal injury, statutory liability or other non-excludable matters will be governed by applicable law.

Vendor Indemnification

Vendor will defend, indemnify and hold harmless TuBoleto, its affiliates, directors, officers, employees, contractors and agents from third-party claims, proceedings, losses, damages, penalties, fines, liabilities, costs and reasonable legal expenses to the extent arising from or relating to:

Vendor’s indemnification obligations will be reduced to the extent a covered claim was directly caused by TuBoleto’s negligence, wilful misconduct or material breach.

TuBoleto Indemnification

TuBoleto will defend and indemnify Vendor against third-party claims to the extent directly caused by TuBoleto’s negligence, wilful misconduct or material breach of its obligations, subject to the limitations of liability and other applicable provisions of the agreement.

Indemnification Procedure

A party seeking indemnification must provide reasonably prompt notice of the claim, permit the indemnifying party to control the defence and settlement where appropriate, and provide reasonable cooperation at the indemnifying party’s expense.

No settlement may impose an admission of wrongdoing, non-monetary obligation or continuing liability on the indemnified party without that party’s prior written consent, which will not be unreasonably withheld.

Insurance

Each party must maintain insurance that is commercially reasonable for its activities and risks.

TuBoleto intends to maintain Commercial General Liability insurance with limits of not less than CAD $2,000,000 per occurrence, subject to availability, policy terms, exclusions, deductibles and insurer requirements.

Vendor is responsible for maintaining property, stock, cargo or similar insurance sufficient to protect Vendor’s inventory against loss or damage at replacement value while inventory is in storage or transit, except to the extent otherwise expressly agreed in writing.

Storage of inventory at a TuBoleto facility does not, by itself, mean that the inventory is insured by TuBoleto for its retail, wholesale or replacement value.

TuBoleto may require Vendor to maintain Commercial General Liability, product liability or other insurance appropriate to the nature, value, risk and regulatory profile of Vendor’s products. TuBoleto may require evidence of insurance before accepting or continuing services for higher-risk or regulated products.

Where commercially available and appropriate, Vendor may be required to cause its property or cargo insurer to waive rights of subrogation against TuBoleto, except to the extent such waiver is prohibited, unavailable or inconsistent with the final agreed insurance structure.

Legal Entity and Contracting Party

The TuBoleto entity identified in the applicable service order, quotation, invoice, onboarding document or signed agreement will be the contracting TuBoleto party.

Before a Vendor enters into a final signed Master Services Agreement, the agreement must identify the exact legal name, jurisdiction of organization and business address of the applicable TuBoleto contracting entity.