UPSO Merchant Agreement

This Agreement includes Schedule 1 (Commercial terms), Schedule 2 (Operating standards), Schedule 3 (Customer data), Schedule 4 (Ontario alcohol addendum, which is not activated) and Schedule 5 (Acceptance record). Each order you accept becomes part of the Agreement for that order.

If documents disagree, the order is: the law that cannot be contracted out of, then an activated product schedule for that product, then Schedule 1, then this main text. Nothing in this Agreement takes away a right you have under Ontario or Canadian law.

Your customers are bound by the UPSO Terms of Service, which are the contract between UPSO and the people who buy through the platform. The UPSO Privacy Policy explains how UPSO handles personal information.

You must be a lawfully operating business or sole proprietor in Ontario, and the person accepting must be at least 18, able to enter a binding contract and authorized to bind the business. One merchant account per business; a personal login is never lent or shared.

Before a location goes live you upload the documents UPSO lists at onboarding for your business type. Today there are 5: government photo ID of the owner or authorized representative, commercial liability insurance (general liability with products and food liability), a food handler certificate, your most recent public health inspection report, and your municipal business licence. UPSO reviews them, may ask for updated evidence at any time, and may keep a location off until it is reasonably satisfied.

You will keep your information accurate and current: legal and business names, owner and contact details, store address and branches, payout account, tax registration, licences, permits, inspections and insurance. Tell us before a change of ownership or control, and promptly about any suspension, expiry, charge, closure, failed inspection, recall or investigation that could affect orders, customers or the platform.

A completed review, an activated location, a badge or a rating is not an endorsement, a certification, a guarantee of orders or a statement that you comply with the law. That responsibility stays yours.

You are responsible for everyone who uses your merchant account. Give access only to people who need it, remove it when they leave, and tell us without delay if you suspect a compromise.

You are the seller and supplier of everything you list. You prepare, package and supply it and you are responsible for its quality, safety, legality, description and fitness for sale. UPSO provides the marketplace, the ordering technology, customer payment collection, customer support tools and courier delivery arranged with independent couriers. UPSO does not prepare or sell your products and is not a party to your sale to the customer, except that UPSO collects payment as your limited payment collection agent (section 9).

You appoint UPSO on a non-exclusive basis. You may sell anywhere else, including on other platforms. UPSO does not guarantee any number of orders, any search position, any delivery time, uninterrupted access or any revenue.

You decide when your store is open on UPSO, what lawful products to offer and whether to accept an order, subject to keeping your hours and availability accurate. You may pause your store at any time.

We are independent businesses. Nothing here makes either of us the other's partner, joint venturer, franchisor, franchisee, agent (beyond payment collection), employer or employee. Neither of us may make promises in the other's name.

You control your catalogue and are responsible for keeping it accurate, current, lawful and not misleading: names, descriptions, sizes, quantities, availability, ingredients where you give them, allergens, dietary claims, preparation times, age restrictions, deposits and environmental fees.

You will not list recalled, unsafe, counterfeit, stolen, adulterated, expired, prohibited or unlawfully obtained products. Restricted products (section 7) may be listed only after UPSO has activated that category for your location in writing.

You set your own item prices. The price you show is the price you honour on an accepted order, unless the law requires cancellation or a genuine safety issue arises. UPSO sets and separately shows its own customer-side fees (service fee, small-order fee, delivery fee) and is responsible for disclosing them; they are never part of your price.

You authorize UPSO to format, resize, categorize, translate for accessibility and display your content without changing its meaning, to correct obvious formatting errors, and to remove content that appears unlawful, unsafe, inaccurate or infringing while the issue is assessed.

If an item in an accepted order is unavailable, mark it and reject the item or the order through your portal so the customer is told and refunded for it. Do not substitute an item without the customer's agreement recorded through the platform, and never substitute in a way that touches a disclosed allergen concern.

An order reaches you in your merchant portal or the vendor app. Accept it, decline it, or adjust the preparation time promptly. Keep your hours, item availability and capacity settings current so that you are not shown as open when you cannot fulfil.

Prepare each order exactly as accepted. Use packaging that suits the food, the temperature and the trip, seal it so that tampering is apparent, label each customer's order separately, include any required receipt or notice, and have it ready at the time you confirmed. Do not add samples, marketing material or anything that could create an undisclosed charge or contradict a disclosed allergen concern.

For delivery orders, check the order number with the courier at handoff and hand over only what the order needs. Responsibility for the package passes to the courier at the recorded handoff; you remain responsible for anything wrong with the order at that moment. For pickup orders, check the order number with the customer.

Record rejected, cancelled, unavailable, late, incomplete and remade orders in your portal. UPSO uses those records, its own records and the courier's records to work out whether a problem was caused by the merchant, the courier, the platform or the customer.

Do not ask a customer or courier to complete an order outside UPSO, to pay an amount that was not shown, to use a different payment method, or to give up a right the law gives them.

If you prepare, handle, store or sell food, you will comply with the Health Protection and Promotion Act, Ontario Regulation 493/17 (Food Premises), federal food and labelling law, municipal requirements and the directions of your public health unit. You will operate only from premises permitted for what you do. A home-based or shared-kitchen business must hold every public health, zoning, building, fire and municipal approval it needs before activation, and UPSO may ask for evidence.

You will keep the controls your products need: sanitation, pest control, illness exclusion, handwashing, cross-contamination, cold chain, hot holding, cooling, reheating, traceability and staff training, and you will have a trained food handler present whenever the law requires one.

You alone are responsible for the ingredient, allergen, gluten, sulphite, dietary and cross-contact information you provide. Use specific and consistent names, update the information before a recipe or supplier change takes effect, and never claim an item is free of an allergen unless that is true and lawful to say.

A note from a customer is not a substitute for your allergen controls. If you cannot safely meet a disclosed request, reject the affected item or order and tell the customer through the platform.

Keep the supplier, ingredient, lot, preparation and distribution records the law requires, and enough to support a prompt safety investigation or recall.

You will not offer alcohol, cannabis, tobacco, vaping products, controlled substances, lottery products, weapons or any other regulated product on UPSO unless UPSO has activated that category for your location in writing and the schedule for it is in force. Alcohol is not activated on UPSO today: Schedule 4 describes the conditions that would apply if it ever is, and until then alcohol may not be listed, bundled, substituted or delivered.

A category appearing in the platform, or a product being uploadable, is not activation.

UPSO's commission is 10% of the full price of the items in each order, before tax and before any discount, unless your merchant portal shows a different rate agreed with UPSO in writing. Customer tips, delivery fees and UPSO's own customer-side fees are never in the commission base.

• Example: a customer orders CA$50 of food. UPSO's commission is CA$5 and you are paid CA$45. The customer separately pays HST, the delivery fee and UPSO's service fee; none of those touch your CA$45.
• A promotion you fund (a discount you asked UPSO to run on your store) comes out of your share after the commission. A discount UPSO funds, and any customer reward points, are UPSO's cost and do not reduce your share.
• There is no payment-processing charge, subscription, listing, setup or equipment fee. UPSO supplies no equipment; you use your own devices and printer. A promotion costs you only what you agreed to when you asked for it.

UPSO may change the commission or introduce a fee only as a material change under section 24: written notice, a new version of this Agreement, and your right to end the Agreement before it applies.

You appoint UPSO as your limited payment collection agent to collect the customer's payment for your products through UPSO's payment processor, Stripe. A customer's payment to UPSO settles their debt to you for that order to the extent of the amount actually received, subject to lawful refunds, reversals and chargebacks. Because of this, you may not seek payment for a UPSO order from the customer directly.

You must hold a Stripe connected account in good standing through UPSO to be paid. Your share of each order is sent to it when the order closes: it has been delivered or picked up, the customer's payment has been captured, and no refund or chargeback is open on it. An order that has been refunded or disputed, or where money has not actually been collected, does not pay out until a person at UPSO has reviewed it.

Every order's breakdown (item total, commission, any promotion, adjustments, your payout) is shown in your merchant portal. If you believe a figure is wrong, tell us within 30 days of the order closing with the order number and what you think it should be; we will look at the evidence in good faith and correct genuine errors. That period does not shorten a claim the law does not let us shorten.

UPSO may hold a payout, or part of one, that is reasonably connected to suspected fraud, a disputed payout account, a chargeback, a legal hold, a court or regulator order, missing information the law requires for tax reporting, or a material breach of this Agreement. We will tell you the reason where the law allows and release undisputed amounts when the reason ends.

Keep your payout details accurate. UPSO is not responsible for a payment sent to an account you told us to use.

UPSO's checkout adds HST at the Ontario rate (13%) to every taxable item you sell, on top of your item price. UPSO collects that tax with the customer's payment and accounts for it; the tax is not part of your payout and you must not charge or remit it a second time for a UPSO order.

If you are registered for GST/HST, you will give UPSO your registration number and, when asked, sign the joint election that lets UPSO account for the tax on your platform sales as your billing agent. If you are not registered, you confirm that you are a small supplier or otherwise not required to register, and you will tell us before your first order if that changes. UPSO will confirm the tax treatment of your sales with you before your store takes its first order and may adjust it, with notice, where the law or its advisers require.

You are responsible for every other tax that arises from your business: your income tax, tax on anything you sell outside UPSO, payroll and employment remittances, and any deposit, levy or environmental fee on your products. UPSO is responsible for tax on UPSO's own fees.

UPSO is a reporting platform operator under Part XX of the Income Tax Act (the Reporting Rules for Digital Platform Operators). UPSO will collect your legal name, address, business number or other tax identifier and payout account details, and will report your platform sales to the Canada Revenue Agency each year as that law requires. You will provide that information accurately and keep it current.

A tip a customer adds to a delivery order is for the courier and is passed to the courier in full. UPSO does not take any part of a tip, and neither may you. UPSO does not collect tips for merchants today; if that changes, the same rule will apply to your staff.

The cancellation and refund rules a customer sees before they pay are UPSO's, and UPSO applies them subject to the customer's rights under Ontario consumer protection law. UPSO may refund, credit or adjust an order where the law requires it, where you authorize it, or where the order record reasonably supports it.

If a customer cancels an order you have already accepted and started, UPSO may charge the customer a cancellation fee (today CA$10) once its cancellation review confirms the order was in progress. That fee is shared 60% to the courier who was already on the way and 40% to you; when no courier was assigned, UPSO's review decides the split from the order record. UPSO may set a different fee or split for an area or for your store with notice in your portal.

• You bear an adjustment caused by an unavailable item, an inaccurate listing, an unauthorized substitution, a food-safety issue, a quality defect, a missing or wrong item, a late preparation, or an unlawful refusal. It is deducted from your share of that order or, if the order has already paid out, from a later payout.
• UPSO bears an adjustment caused solely by a platform error, or by a courier after the recorded handoff, except to the extent your packaging, delay, product defect or inaccurate information contributed.
• A customer-caused loss, or one caused by an event outside both our control, is allocated by UPSO's review from the order record, with the aim that the party best placed to prevent or insure the loss carries it. Neither of us is charged twice for the same loss.

You will see every deduction on the order in your portal, with the reason. You may challenge one within 30 days by replying with your evidence (photos, timestamps, packaging), and we will review it in good faith.

A chargeback is a customer disputing a charge with their card issuer. UPSO answers chargebacks with the order record and may need your records to do so; provide them promptly. A chargeback that is lost because of a cause listed as yours above is deducted from your share.

Keep a staffed way to reach you during your opening hours for urgent order issues, and answer questions about ingredients, allergens, preparation and quality promptly. UPSO runs customer support for the platform and will route order questions to you where you are the right party.

Tell UPSO immediately about suspected contamination, tampering, foodborne illness, a serious allergic reaction, an injury, contact from a regulator, a product recall or any other event that may put customers at risk. That notice does not replace your own duty to contact emergency services, public health, a regulator, your insurer or the affected people.

UPSO may immediately stop affected listings or locations, preserve records, notify people who may be affected and cooperate with regulators. We will coordinate public statements with you where practical, but neither of us may delay a legally required warning.

You will carry out recalls and corrective action for your products at your cost where the cause lies with you, your products, your premises, your people or your suppliers. UPSO will give reasonable platform help and may charge you the documented extraordinary cost of a recall caused by your breach.

UPSO shows you only what you need to prepare and hand off an order: the order number, the customer's first name, the items and any notes, and for a delivery the handoff details a courier needs. Customers' phone numbers are never shown to you; messages and calls go through the platform. Schedule 3 sets out how you handle what you do receive.

Each of us is independently responsible for the personal information we collect and control and will comply with the Personal Information Protection and Electronic Documents Act (PIPEDA) where it applies and with our own published privacy notices.

You may use customer information received through UPSO only to fulfil the order, give support on it, prevent fraud, meet a legal duty or resolve a dispute. You will not sell it, add it to a marketing list or customer profile, contact the customer outside the platform, or use it for advertising. A completed order is not consent to marketing messages; Canada's Anti-Spam Legislation applies to any message you send.

Tell UPSO without undue delay, and in any case within 72 hours of becoming aware, if customer information or your UPSO account is accessed, used, lost or disclosed without authorization. Give us the facts you have, keep the evidence, and work with us on containment and any notice the law requires. Neither of us will notify people in the other's name without authority unless the law requires it.

UPSO never gives you full payment card details, and you will not ask customers for them.

You keep what you own. You confirm you own or may use your menus, photos, descriptions, marks and other content, and you grant UPSO a non-exclusive, royalty-free licence for the term of this Agreement to host, reproduce, format, display and distribute it to operate, market and improve the platform and your presence on it. UPSO may name you and show your marks to say that you are available on UPSO and in truthful platform marketing; a campaign that features you beyond that needs your agreement.

UPSO grants you a limited, revocable, non-transferable right to use the merchant portal and vendor app for this Agreement. You will not copy, reverse engineer, scrape, interfere with or misuse the platform except where the law protects the activity.

If someone makes a credible intellectual-property complaint about your content or products, UPSO may remove the disputed content while it is assessed and will give you a reasonable chance to respond unless the law or safety requires otherwise.

Customer reviews belong to the customers who wrote them, subject to platform rules. You may respond through the tools provided but may not buy, coerce, fabricate, suppress or retaliate over a review. You may report a review you reasonably believe is unlawful, fraudulent or unrelated to your store.

UPSO orders search and discovery using factors such as relevance, distance, availability, opening hours, service performance, customer preference, safety and, where used, paid placement identified as such. UPSO keeps a merchant standing score built from completed orders, ratings, order accuracy, on-time readiness and recorded flags. Only its positive badges are shown to customers; a low score is a private conversation with you, and UPSO does not switch a store off by a counter (section 20). You may dispute a material error in a metric.

A promotion you fund runs only when you have asked for it and agreed its offer, duration, funding and any cap. UPSO will never enrol you in a paid promotion or placement through silence or a pre-selected control. UPSO may run its own promotions at its own cost at any time.

You alone are responsible for your employees, contractors and agents: hiring, supervision, pay, deductions and remittances, workplace safety, training and compliance. Nothing here makes your people employees of UPSO.

Couriers arranged through UPSO are independent providers, not your employees or agents, and collecting an order does not make them so. You may give a courier lawful, site-specific pickup and safety instructions, but you will not direct their route, schedule or work beyond the accepted order.

Neither of us will agree with another business to fix wages or working conditions or to refrain from hiring each other's people.

For the term of this Agreement you will maintain insurance suitable for your activities, including commercial general liability with products and completed-operations (food liability) coverage, workplace coverage required by law, and property or business-interruption coverage as appropriate. Your certificate of insurance is one of the onboarding documents; keep it current and send an updated one on request or when your policy changes.

UPSO may set minimum limits by business type with notice under section 24. Insurance does not limit your liability or move any responsibility to UPSO.

Keep the records that support your licences, inspections, tax treatment, prices, orders, ingredients, allergens, training, temperature controls, complaints, refunds and recalls for the periods the law requires (the Canada Revenue Agency requires 6 years for business records).

On reasonable notice UPSO may ask for records narrowly related to your compliance with this Agreement; an urgent safety, fraud or regulator matter may justify immediate production. UPSO will protect non-public records and use them only for compliance, safety, dispute or legal purposes. UPSO may also carry out a remote or on-site review during reasonable hours where a documented concern makes that proportionate. A review does not make UPSO responsible for your premises or your compliance.

Each of us will cooperate with lawful requests from regulators, courts and law enforcement. If one of us receives a request for the other's confidential information, it will, where lawful, tell the other before disclosing and will disclose only what is required.

This Agreement runs until one of us ends it. Either of us may end it for any reason on 30 days' written notice.

UPSO may immediately restrict an item, an order, a location, a payout or your account to deal with an urgent safety risk, suspected fraud, compromised credentials, an unlawful product, an expired licence, permit, inspection or insurance, a regulator direction, a sanctions concern or a material threat to the platform. UPSO will tell you the reason and the review route unless the law forbids it or doing so would compromise an investigation.

A flag from a customer, a courier or the system does not by itself suspend your store. Repeated flags bring a person at UPSO to look, and that person talks to you before anything other than an urgent hold is applied.

Either of us may end this Agreement for a material breach that is not fixed within 10 days of written notice, or immediately if the breach cannot be fixed, involves fraud or wilful misconduct, creates a serious safety risk, or keeps recurring after notice.

You may ask for a review of a suspension, hold or termination within 14 days and submit evidence. Where practical, someone not solely responsible for the original decision will look at it. This does not limit any urgent court or statutory remedy.

When the Agreement ends you will stop using the platform, complete or safely cancel accepted orders as directed, and keep your obligations for orders already placed. UPSO will pay undisputed amounts after authorized deductions. The sections on payment, taxes, data, content, confidentiality, indemnities, limits of liability, disputes, records and interpretation survive as far as needed.

Each of us promises that it is lawfully operating, has authority to enter this Agreement, and will comply with the law in performing it. You promise that your information is accurate; your premises and products are lawfully operated and supplied; you own or may use your content; and your products, packaging, descriptions and practices do not infringe anyone's rights or create an unreasonable safety risk. UPSO promises to provide the platform with reasonable care and skill and to comply with the law that applies to UPSO's own role.

Apart from the express promises in this Agreement and rights that cannot be excluded, neither of us gives any implied warranty. The platform may be unavailable for maintenance, security, network failure or events outside reasonable control.

You will defend and indemnify UPSO and its personnel against third-party claims, regulatory proceedings, fines, losses and reasonable legal costs to the extent caused by your products or content; your premises or people; food safety, allergen, labelling or regulated-product non-compliance; your tax duties; your misuse of customer information; or your breach, negligence, fraud or wilful misconduct. UPSO will defend and indemnify you and your personnel to the extent a claim is caused by the platform's infringement of a Canadian intellectual-property right, UPSO's misuse of personal information it controls, or UPSO's breach, negligence, fraud or wilful misconduct. The indemnified party will give prompt notice, reasonable cooperation at the indemnifying party's expense and control of the defence; a delay reduces the obligation only to the extent it causes real prejudice; no settlement may admit fault by, or impose a non-monetary duty on, the indemnified party without its consent, not to be unreasonably withheld. Each party's responsibility is reduced to the extent the other, or a third party, caused the loss or failed to mitigate it.

Neither of us is liable to the other for indirect, incidental, special, exemplary or punitive damages, or for lost profit, revenue, goodwill or data, even if told they were possible. Subject to the next sentence, each party's total liability under this Agreement is limited to the commission paid or payable to UPSO for your locations in the 6 months before the event that gave rise to the first claim. These limits do not apply to payment obligations; fraud or wilful misconduct; death or personal injury caused by negligence; breach of confidentiality; privacy or data-security liability; intellectual-property infringement; the indemnities above; your product, food-safety, allergen or regulated-product liability; or any liability the law does not let us limit.

Confidential information is non-public business, technical, security, financial and customer information either of us discloses in connection with this Agreement. It excludes information lawfully known without restriction, independently developed, public without breach or lawfully received from someone else. The receiving party will use it only for this Agreement, protect it with reasonable care, and share it only with people and advisers who need it and are bound to protect it. A legally compelled disclosure is allowed if the receiving party, where lawful, gives prompt notice and reasonable help to seek protection. On request or when the Agreement ends, it will return or securely destroy what it holds, apart from legally required or securely archived copies.

If we disagree, one of us writes to the other describing the dispute and the outcome it wants. Operational contacts on each side then try in good faith to resolve it for 15 days, and if that fails a decision-maker on each side tries for another 15 days. Either of us may suggest mediation in Ontario; mediation is voluntary. Either of us may seek urgent injunctive or protective relief at any time.

This Agreement is governed by the laws of Ontario and the federal laws of Canada that apply there. We each submit to the courts of Ontario, and where possible to a court sitting in Kingston, subject to any court's mandatory jurisdiction.

This Agreement has no mandatory arbitration clause and no class-proceeding waiver. Nothing in it stops you from complaining to a regulator or waives a right that cannot lawfully be waived.

Notices to you go to the email on your merchant account or your merchant portal. Notices to UPSO go to [email protected]. Day-to-day merchant support is at [email protected] and privacy matters at [email protected]. A notice is received when the system records delivery, except that a termination or legal notice sent after 5 p.m. Eastern is received the next business day.

Changes. UPSO may update operational instructions and non-material wording through your portal with notice. A material change (to fees, payouts, tax treatment, risk allocation, data rights, ending the Agreement or your liability) takes effect no sooner than 30 days after UPSO tells you by email or in your portal, is issued as a new version of this Agreement, and you may end the Agreement before it takes effect without penalty. A change the law, a regulator, fraud prevention or a serious safety or security risk requires immediately may take effect sooner, with notice as soon as reasonably practicable.

You may not assign this Agreement without UPSO's written consent, which will not be unreasonably withheld where the buyer of your business is qualified and takes on all obligations. UPSO may assign it as part of a merger, financing, reorganization or sale of substantially all of its relevant assets, with notice and without reducing your rights.

Neither of us is liable for delay caused by an event beyond its reasonable control, but that does not excuse payment already due or any duty about food safety, privacy, recalls, emergency notice or reasonable mitigation.

If a provision is unenforceable it is narrowed only as far as necessary and the rest stays in force. A waiver must be explicit and applies only to the instance stated. This Agreement, with its schedules, is the entire agreement about its subject and replaces any earlier merchant terms; your purchase-order terms do not amend it. Headings are for convenience; "including" means including without limitation; a reference to a law includes its amendments and successors. This Agreement is in English; a French translation may be provided for convenience and the English text governs.

These are the commercial variables the main text refers to, as they stand on the date above. Where your merchant portal shows a different figure agreed with UPSO in writing for your store, the portal figure applies to that item.

UPSO

UPSO Technologies Inc., Kingston, Ontario, Canada. Legal notices: [email protected]. Merchant support: [email protected].

Merchant

The business named in your UPSO merchant account: business name, legal name where given, owner or authorized representative, store address and any branches.

Activated locations

Your store address, plus each branch you add, once UPSO has reviewed the documents for it.

Effective date

The moment you accept this Agreement at sign-up.

Service model

Customer orders through the UPSO website and app; UPSO Courier delivery, or customer pickup at your store. UPSO does not support merchant self-delivery.

Documents before activation

Government photo ID; commercial liability insurance (general liability with products and food liability); food handler certificate; latest public health inspection report; municipal business licence. The list for your business type is shown at onboarding.

Commission

10% of the full item price of each order, before tax and before any discount. Not in the base: tips, delivery fees, UPSO's customer-side service and small-order fees, HST.

Promotions

A discount you fund is deducted from your share after commission. UPSO-funded discounts and customer reward points are UPSO's cost. Each promotion you fund is agreed before it runs.

Other charges

None. No payment-processing charge, subscription, listing, setup or equipment fee. UPSO supplies no equipment.

Payouts

Per order, to your Stripe connected account, when the order closes: delivered or picked up, payment captured, no refund or chargeback open. Held orders are reviewed by a person.

Statements

Every order's breakdown is in your merchant portal. Dispute period: 30 days from the order closing.

HST

13% on taxable items, added at checkout, collected and accounted for by UPSO. Not part of your payout. Registrants sign the billing-agent election when asked; non-registrants confirm small-supplier status.

Cancellation fee

CA$10 charged to a customer who cancels an accepted order already in progress, confirmed by UPSO's cancellation review; 60% to the courier already on the way, 40% to you.

Adjustments

Merchant-caused: deducted from your share. Platform- or courier-caused after handoff: UPSO's cost. Customer-caused or force majeure: allocated by UPSO's review from the order record. Every deduction shows on the order with its reason.

Insurance

Commercial general liability including products and completed-operations coverage; certificate uploaded at onboarding and kept current. Minimum limits: none set today; may be set by business type with notice.

Notice periods

Ending for convenience: 30 days. Fixing a breach: 10 days. Asking for a review of a hold or suspension: 14 days. Material change to this Agreement: 30 days.

Liability cap

The commission paid or payable for your locations in the 6 months before the first claim, with the exceptions in section 21.

The everyday standards behind sections 4, 5 and 13. They describe how the portal and the courier handoff are meant to be used.

How you handle the customer information the platform shows you (section 14).

Alcohol is not activated on UPSO. This Schedule applies only if UPSO activates alcohol in writing for a specific location after legal and licensing review. Until then alcohol may not be listed, bundled, substituted or delivered.

When you accept this Agreement, UPSO records the following and keeps it with your merchant file. You can ask for a copy of the exact version you accepted at any time.

Agreement version

1.0, effective September 25, 2026

Who accepted

Your merchant account (business name, owner name and email) and the person who ticked the box, who confirms they may bind the business

How

An unticked box you ticked yourself at sign-up, beside links to this full text, the Terms of Service and the Privacy Policy

When

The exact time of acceptance (UTC), shown to you in local time

Evidence

The address your device connected from, the sign-up form you accepted on (website or vendor app), the version number and a fingerprint of the exact wording

Copy

This page, at upso.ca/legal/merchant-agreement, which you can print or save as PDF

Later changes

A new version with 30 days' written notice; you may end the Agreement before it applies

Acceptance text: "I have authority to bind this business. I have read and agree to the UPSO Merchant Agreement, including its Commercial terms, and to the UPSO Terms of Service and Privacy Policy."