Purchase terms and conditions

This agreement (the "Agreement") is a contract between you ("you") and Goodfood Market Corp. ("Goodfood", "us", "we", "our" or the "Company") concerning the conditions associated with the ordering and receiving of meal kits (consisting of ingredients and recipes) and grocery products, including ready-to-eat meals, through weekly or monthly subscription plans (the "Products", the "Meal Delivery Service", as applicable), made available through your use of the website "makegoodfood.ca", any subdomain and any other platform (including any mobile applications) in relation thereto (the "Website" and together with the Products, the Meal Delivery Service, the "Service" or "Services").

The purpose of the Service is to provide you with (1) meal kits which include ingredients and instructions to prepare a variety of recipes, which may change from week to week as per your weekly subscription plan or your preferred selection; (2) ready-to-eat meals you may have selected, which selection may vary from week to week; and/or (3) grocery products you may have selected, which selection may vary from week to week (and which can be ordered with or without a monthly subscription plan). Please read all of the following terms and conditions carefully before using the Service.

By accessing the Website, using the Service or selecting “I Agree” upon creating your Goodfood Account (as defined below), you agree to all the terms and conditions stated in the Agreement. If, at any time, you do not or cannot agree to the terms of the Agreement, you must cease using the Service by cancelling your subscription (or modify your ordering plan or preference) in the manner described herein. You also agree to receive (1) promotional information regarding the Services; and (2) SMS status on the delivery of your orders.

The term “Residents of Québec” refers to residents of the province of Québec who enter into a contract to which the Consumer Protection Act (Québec) applies.

Eligibility for use of the Services and Placing an Order
The Services are not targeted toward or intended for use by anyone under the age of 18. By using the Services, you represent and warrant that you (a) are 18 years of age or older, (b) have not been previously suspended or removed from the Services, or engaged in any activity that could result in suspension or removal from the Services, (c) do not have more than one account to use the Services (a “Goodfood Account”), and (d) have full power and authority to enter into the Agreement and in so doing will not violate any other agreement to which you are a party.

We continually test new features, functionalities, services, user interfaces and products that we are considering incorporating into the Service. We reserve the right to include or exclude you from these tests without notice.

Terms of Sale, Subscription Plans
The Services are offered by way of weekly subscription plans for Meal Delivery Services (“Weekly Subscription Plan”). The various options available are set out below.

You have the ability to build a grocery basket by selecting from a variety of Products and Services. As a result, various fees will apply as described in the table found in the Pricing and Fees section below.

Meal Delivery Service
When you select the Weekly Subscription Plan, you agree that Goodfood (or a third party payment processor authorized by Goodfood) is authorized to charge your credit card for: (1) a minimum weekly fee (based on your meal selection preference when opening your Goodfood account); and (2) a Frozen Fee (as detailed in the table below), if applicable, (3) a Small Order Fee if you elect to purchase less than $50 on any given week, and/or (4) additional Product or Meal Delivery Service that may be added to your order. You also agree that we are authorized to charge your credit card until such time that your subscription is cancelled by you. Should you wish to “skip” a week or cancel your subscription, you must provide us notice on or before:

• Wednesday before midnight – if your delivery is scheduled on Monday, Tuesday, Wednesday or Sunday of the following week;
• Saturday before midnight – if your delivery is scheduled on Monday, Tuesday, Wednesday or Sunday of the following week,

otherwise you will receive the Meal Delivery Service as scheduled and your credit card will be charged accordingly.

You acknowledge and agree that the amount you will be charged per week may change if you modify your basket selection, benefit from a promotion, special offer or the application of credits, or if there are other changes to prices, applicable taxes or other fees to be added based on your selection.

Please note that if you modify your Weekly Subscription Plan type, any upcoming weeks you have previously skipped will be automatically unskipped.

You also acknowledge that you may be charged Frozen Fees of $4.99 for frozen items ordered (if the total value of the frozen items purchased is less than $30/order). This fee is automatically waived if the total value of the frozen items purchased exceeds $30/order.

You also acknowledge that you may be charged a Small Order Fee of $9.99 if the items you select in any given week total $49.99 or less. This fee is automatically waived if the total value of the basket is equal to or greater than $50.

Pricing & Fees
All prices shown are in Canadian dollars. Prices are inclusive of all applicable taxes (including Federal and Provincial goods and services, sales or other taxes on consumption or services).

Sales taxes, where applicable, are included in the price of Products purchased and/or applicable Delivery or Frozen Fees, based on your Plan and your province of residence. The final amount charged to you (inclusive of all taxes) will be detailed at the checkout page of your order.

The total price of your order, at checkout, may include GST/HST, where applicable, at the rate applicable when placing your order and based on your province of residence.

We accept no liability to complete any transaction which cannot be cleared by our payment processor, including but not limited to insufficient credit limit on your credit card. If such a situation should occur, you will receive an error message and the transaction will be denied and cancelled. In addition, we may suspend your Goodfood Account and/or contact you for an alternate valid credit card. Any suspension does not relieve you from your obligation to pay any fees owed to us.

Please consult your Goodfood Account and details provided in your order at final checkout page of your order for more information on the pricing, for each order. You acknowledge being bound by the terms and conditions of the Plan you have selected, including all fees in connection thereto. Details of fees for each available Plan are described in the table below:

Return Policy
If you are dissatisfied with any Product or ingredient you receive in your kits, please contact us at chef@makegoodfood.ca within five (5) days of receiving your order. We will provide a Credit (as defined below) to your Goodfood Account for the equivalent value of the Products you are not satisfied with. We may require you either (i) return the item you are dissatisfied with, at your cost, unless otherwise agreed to with Goodfood; (ii) keep the item and/or (iii) provide photographic documentation of the item you are dissatisfied with. You are responsible for inspecting items upon their delivery for any damage or other issues including but not limited to the freshness of the Products you receive. Ingredients should be delivered to you in a cool and refrigerated condition, below 4°C. Although unlikely, if you have any reason to believe that a Product in your delivery is not suitable for consumption, please contact us immediately at chef@makegoodfood.ca.

Delivery
We do not currently deliver Products or provide Meal Delivery Services to every region in Canada. You can find out if we ship to your area by signing up and you will be notified once we start shipping to your specified address.

Goodfood generally uses third party services for shipping and therefore all Products purchased are made pursuant to a shipping contract whereby the title to and the risk of loss of such products passes to you upon delivery of the Products to you. Following the delivery, the condition and consumption of the Products are at your own risk, and you are solely responsible for the proper and safe washing, handling, preparation, storage, cooking, use and consumption of the Products. Goodfood is not responsible or liable for any action(s) or inaction(s) of such third parties and/or its agents and shall not be liable for any delay or loss of any kind, which occurs while a shipment is in custody or control of a third party.

Shipping times and dates are estimates and actual delivery times may vary due to weather conditions and other factors, some of which may be outside of our control (“Force Majeure”). If there are events beyond our control that interfere with our ability to deliver the Products to you on your scheduled delivery day, we will attempt to deliver your Products the following day. In the event that we remain unable to deliver your Products on the day which follows your originally scheduled delivery day, we will issue you a credit for the purchase price of that order. Notwithstanding the foregoing, you are responsible for the total value of your order if we are unable to complete the delivery at your confirmed address at the specified day due to reasons caused by you.

We consider the Products delivered when the third-party courier service arrives, and surrenders custody of the Products in accordance with the delivery instructions you have specified in your Goodfood Account. We will presume that any individual present at the location specified in the delivery instructions is authorized to receive the delivery on your behalf. If there is no one present at the address specified in the delivery instructions we will leave the package unattended at the address you have specified. You are responsible for ensuring the completeness of the delivery instructions provided to us.

You are responsible for inspecting all Products received for any damage or other issues upon their delivery to you. You are responsible for determining the freshness of the Products you receive. You should use a thermometer to confirm that the internal temperature of any meat, poultry, fish, seafood or other perishable ingredients are in cool and refrigerated condition below 4°C. Should the Products not be fresh upon their delivery to you, please let us know and we will handle the matter in accordance with our return policy.

If your order is delivered in boxes, those include insulated liners and iced gel packs that keep your ingredients cool and fresh for up to 24 hours after delivery. However, you are responsible for the Products as of the moment when the courier gives up custody of the Products in accordance with the instructions in your Goodfood Account. You are responsible for a Product degradation as a result of any events (including the passage of time) after the delivery of the Products. Please keep in mind the season and temperatures in your area at the time of delivery and plan deliveries and storage accordingly. You are responsible for the Products as of the moment the courier delivers the Products to the address indicated on your order. Please make sure there is someone to attend to the deliveries and store the Product accordingly, upon delivery.

Upon reception and following inspection of any delivered Products, you must immediately refrigerate all perishable items and are responsible for following refrigeration, food safety, safe food handling instructions and food consumption recommendations from the Ministry of Agriculture, Fisheries and Food of Québec (MAPAQ) (or in Ontario, Ministry of Agriculture, Food and Rural Affairs, OMAFRA) & Canadian Food Inspection Agency (CFIA) to reduce risks of foodborne illnesses including such recommendation for at-risk groups (i.e., pregnant women, young children, elderly and individuals with compromised immune systems). You should use a food thermometer to ensure that all meat, poultry, fish, seafood and other applicable items are cooked at recommended internal temperatures.

We may from time-to-time designate certain locations as “pick-up points” where you can collect the Products. Should you choose to receive your Products at a pick-up point, we will consider the Products delivered when they are made available to you for pick-up at the specified pick-up point. You are responsible for collecting your Products within the timeframe specified in your shipping confirmation.

Please note that Goodfood does not make deliveries on Christmas, Boxing Day and New Years. Any orders placed which, according to the above delivery schedule, would fall on any of those days will be postponed to the next day.

Special Offers
We may occasionally offer new or existing customers a promotional offer in connection with their use or potential use of the Services or the purchase of Products (each a “Special Offer”). The terms of a Special Offer shall be contained or otherwise transmitted therewith and otherwise governed accordingly. From time-to-time, a Special Offer may consist of a promotion for a free meal(s) upon the opening of a Goodfood Account or re-subscribing to a Subscription (a "Free Meal Special Offer").

Should you take advantage of a Free Meal Special Offer, and such Free Meal Special Offer ends, you acknowledge and agree that we (or our third-party payment processor) will begin billing your designated payment method on a recurring basis for your Weekly Subscription Plan (including any applicable taxes) for as long as your Weekly Subscription Plan continues, unless you cancel your Weekly Subscription Plan prior to the end of the Free Meal Special Offer. Instructions for cancelling your Weekly Subscription Plan are described herein. Please note that you may not receive a notice from us that your Free Meal Special Offer has ended or that the fully paid portion of your Weekly Subscription Plan has begun.

Account Credits
As a result of certain situations, we may issue you credits of a promotional value that will be automatically applied to future purchases made by way of your Goodfood Account or otherwise applied to your Subscription, as applicable (the “Credits”). Credits are promotional in nature, are not transferable, may only be redeemed as instructed by us and are not exchangeable for cash or other property.

Credits only remain available if you maintain an active Goodfood Account. Cancelling your Goodfood Account will result in the cancellation of your Credits. You may only redeem Credits after they are applied to your Goodfood Account. Except for residents in Quebec, any decision made by us regarding a dispute as to your Credit balance is final.

Prepaid cards and gifts cards (collectively, “Prepaid Cards”)
You may acquire Prepaid Cards to be used for the purposes of purchasing any of the Products or Services, only at www.makegoodfood.ca

You may contact Member Happiness at chef@makegoodfood.ca at any time to find out the remaining balance on your Prepaid Card.

You are not entitled to any interest on the balances on the Prepaid Card. Prepaid Cards are not reloadable. We are not responsible if your Prepaid Card is lost or stolen. Prepaid Cards are non-refundable and non-cancelable, even if you have lost your Prepaid Card.

Unless otherwise specified, Prepaid Cards will be sent to you via email.

Termination
You may cancel your Goodfood Account or any of your subscription plan (weekly or monthly) at any time by contacting our Member Happiness team either via our live chat, by email (chef@makegoodfood.ca) (Monday to Friday from 8:00 AM to 10:00 PM EST or Saturday & Sunday from 9:00 AM to 8:00 PM EST). The Company also reserves the right to suspend or end the Service if you in breach of the Agreement, or for any other reasons deemed serious.

Disclaimer of Warranty and Limitation of Liability
EXCEPT FOR RESIDENTS OF QUÉBEC, TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, COMPANY’ WARRANTIES AND REMEDIES (IF ANY) EXPRESSLY SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTE, CUSTOM, ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING, BUT NOT LIMITED, TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, AVAILABILITY, PERFORMANCE, COMPATIBILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION AND NONINFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

EXCEPT FOR RESIDENTS OF QUÉBEC, TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY AND ITS SUPPLIERS OR LICENSORS HAVE ANY LIABILITY, WHETHER BASED IN CONTRACT, DELICT OR TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY, FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF, OR UNAUTHORIZED ACCESS TO, OR DISCLOSURE OF INFORMATION OR DATA OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THE SERVICE, WHETHER FORESEEABLE OR NOT, AND EVEN IF COMPANY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT COMPANY IS FOUND LIABLE TO PAY YOU ANY DAMAGES, COMPANY’S TOTAL CUMULATIVE LIABILITY TO YOU UNDER THE AGREEMENT SHALL NOT EXCEED $100. THE ABOVE LIMITATIONS OF LIABILITY WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN SHALL FAIL ITS ESSENTIAL PURPOSE.

Indemnification
You agree to defend, indemnify, and hold Goodfood harmless, its officers, directors, affiliates, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Service as well as the Goodfood Account in relation therewith.

Amendments
Goodfood may amend the Agreement or any section of the Agreement, in whole or in part, by sending you a notice 30 days prior to the entry into force of such amendments. Each such notice will (i) set out the new section only, or an amended section along with the section as it read formerly; (ii) set out the date the amendment comes into force; and (iii) if the amendment entails an increase in your obligations or a reduction in Goodfood’s obligations, give you the right to refuse any amendment and terminate the Agreement without cost, penalty or cancellation indemnity by sending Goodfood a notice to that effect no later than 30 days after the amendment comes into force. In order to send such a notice, click on the “I Do Not Agree” when the amendment is communicated to you. Refusing an amendment entails the termination of the Agreement, the automatic deactivation of your Goodfood Account, the automatic expiration of all your Credits and denial of access to the Service.

General Provisions
The Agreement is governed by and construed by the laws of the Province of Québec, Canada and the laws of Canada applicable therein. Parties hereby irrevocably submit and attorn to the jurisdiction of the Courts of the district of Montreal, Province of Québec.

The Agreement is the entire and exclusive agreement between Goodfood and you regarding the Service, and the Agreement supersedes and replaces any prior agreements between Goodfood and you regarding the Service. Except that the Agreement may be supplemented by the terms of any Special Offer we may make to you.

You shall not assign or otherwise transfer the Agreement or any of its rights or obligations hereunder to any third party without our prior written consent which consent is within our sole discretion. No assignment or delegation by you shall relieve or release you from any of its obligations under the Agreement. Subject to the foregoing, the Agreement shall be binding upon, inure to the benefit of, and be enforceable by each of the Parties and their respective successors and assigns. Goodfood shall be allowed to assign the Agreement to any third party without requiring your consent.

Nothing in the Agreement shall constitute a partnership or joint venture between you and the Company.

If a particular provision of the Agreement is held to be invalid by a court of competent jurisdiction, the provision shall be deemed severed from the Agreement and shall not affect the validity of the Agreement as a whole.

The Parties have expressly requested that the Agreement be drawn up in English and that all modifications thereof can be made in this language.

Contact
If you have any concern, question or complaint regarding the Agreement, please contact us at: Goodfood Market Corp. 4600 rue Hickmore Montréal, Québec H4T 1K2 Canada (Mon-Fri 8am-10pm, Sat-Sun 9am-8pm) chef@makegoodfood.ca

Effective as of February 21, 2023.