1. INFORMATION ABOUT US
1.1. In these terms and conditions, the words “we”, “us”, “our” and similar expressions refer to 2499754 Ontario Limited d.ba. General Assembly, an Ontario corporation, whose head office address is at 331 Adelaide Street West, Toronto, Ontario M5V 1R5.
1.2. This page (together with the documents referred to herein) tells you the terms and conditions upon which we will supply our products (“Products”) to you through our website, www.gapizza.com, (“Site”) via our website subscription service (“Subscription Service”), our web application based take-out service (“Take-Out Service”) and or our third-party delivery service (“Third-Party Delivery Service”) (collectively, the “Services”).
1.4. Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our Products and Services to you.
2. SERVICE AVAILABILITY
2.1 Our Services, including our Site, are only intended for use by people residing in selected parts of Ontario (“Serviced Territory”). We do not accept orders from individuals outside the Serviced Territory at this time.
3. YOUR STATUS
3.1 By placing an order through our Services you warrant that:
3.1.1 You are legally capable of entering into binding contracts;
3.1.2 You are at least 18 years old;
3.1.3 You are resident in the Serviced Territory; and
3.1.4 You are accessing our Services from the Serviced Territory.
4. Account and Orders
4.1 To place an order for our Products through our Site, you will need to first create an account (your “Account”). After placing an order through your Account, your order will constitute an offer to us to buy our Products via the Services, subject to these terms and conditions. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that your order has been accepted (“Confirmation”). We may choose not to accept any orders in our sole discretion. A contract between us and you will only be formed when we send you the Confirmation (“Contract”).
4.2 In some cases, we may use certain third-party providers to make our Products and Services available to you. For example, your purchase of our Products via our Third-Party Delivery Service is governed exclusively by the terms of service of the applicable third-party provider, such as DoorDash. Please review Section 6 hereof (Third-Party Links) for more information regarding our liability as it relates to third-party links on our Site.
5. SUBCRIPTION SERVICE TERMS
5.1 Subscription Plan
5.1.1 When you choose to purchase our Products via our Subscription Service, you agree that we (or a third-party payment processor authorized by us) is authorized to charge your credit card a fee every four (4) weeks based on your plan selection when opening your Account (or when you change your plan selection in your Account) until such time as you cancel your subscription or skip an order. Should you wish to skip an order, change an order or cancel your subscription, you must do so within seventy-two (72) hours prior to your scheduled delivery by managing your subscription settings within your Account, otherwise you will receive the Products originally ordered as scheduled and your credit card will be charged accordingly. We will not charge your credit card for a delivery until after the 72-hour cancellation or change deadline for such delivery, with the exception of your first delivery which may occur immediately following your initial subscription.
5.1.2 You may cancel your Account or your subscription at any time by managing your subscription settings in your Account or emailing email@example.com and stating that you wish to cancel your Account and/or subscription and providing your full name and registered email address. We also reserve the right to suspend your Account or subscription if you are in breach of these terms and conditions or for any other reason in our sole discretion.
5.2.1 We generally use third party services for shipping and therefore delivery of all Products via our Subscription Service 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. We are 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.
5.2.2 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. 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 to you as soon as reasonably practicable thereafter. We are not responsible for the cost of any compromised or failed deliveries caused by events beyond our control; however, we reserve the right to refund you for all or part of any such compromised or failed deliveries as we see fit. 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.
5.2.3 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 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.
5.2.4 You are responsible for inspecting all Products received for any damage or other issues upon their delivery to you. Should there be any issues with the Products upon their delivery to you, please let us know and we will handle the matter in accordance with our Refund Policy set forth in Section 5.3 below.
5.2.5 Our boxes are temperature controlled and keep our Products cold for up to four (4) hours after delivery. 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 account. You are responsible for all Product degradation as a result of any events (including the passage of time) after the delivery of the Products. Please keep in mind season and temperatures in your area at the time of delivery and plan deliveries and storage accordingly.
5.3 Refund Policy
5.3.1 If you are dissatisfied with any Product you receive via our Subscription Service, please contact us at firstname.lastname@example.org within forty-eight (48) hours of receiving your order. We may, in our sole discretion, provide you with a credit to your Account for the equivalent value of the Products you are not satisfied with to be automatically applied to future purchases made by way of your Account or otherwise applied to your subscription, as applicable. We may require you 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. 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 email@example.com.
5.3.2 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.
5.3.3 Credits only remain available if you maintain both an active Account and an active subscription. Cancelling your subscription or Account will result in the cancellation of your credits. You may only redeem credits after they are applied to your Account. Any decision made by us regarding a dispute as to your credit balance is final.
6. THIRD-PARTY LINKS
6.1 Certain content, products and services available via our Services may include materials from third-parties. Third-party links on our Site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
7. OPTIONAL TOOLS
7.1 We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through our Site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). We may also, in the future, offer new services and/or features through our Site (including, the release of new tools and resources). Such new features and/or services shall also be subject to these terms and conditions.
8. VOUCHERS AND GIFT CARDS
8.1 We may offer gift cards, discount promotions and other types of vouchers (collectively “Vouchers”) which are required to be activated by online application in order for the holder of the Voucher (“Holder”) to receive delivery of Products through the Services. If paid for, the Voucher is deemed to have been sold at the time of payment for it. All of these terms and conditions shall become applicable as between us and the Holder upon the earlier of (a) payment for the Voucher, if applicable; and (b) when the Holder redeems the Voucher.
8.2 A Voucher may only be used once by its Holder and may not be copied, reproduced, distributed or published either directly or indirectly in any form or stored in a data retrieval system without our prior written approval.
8.3 We reserve the right to withdraw or deactivate any Voucher (other than a paid-up gift card) for any reason at any time.
8.4 To use your Voucher you will be required to enter its unique code at the online checkout and use of such code will be deemed to confirm your agreement to these terms and conditions and any special conditions attached to the Voucher.
8.5 Any discounts attached to Vouchers apply to the price of the Products ordered only and not to delivery charges, if any, which will be chargeable at normal rates, unless stated otherwise. Discounts do not apply to any separate add-on charges or premium charges made through your Account.
9. PRICE AND PAYMENT
9.1 The price of the Products and our delivery charges, if any, will be as quoted on our Site from time to time, except in cases of obvious error. We are not responsible for pricing, typographical or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.
9.2 Product prices shown are exclusive of applicable taxes. Sales taxes, where applicable, will be added to your order total for Products purchased and/or applicable delivery services fees, based on your order 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.
9.3 Product prices and delivery charges, if any, are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Confirmation.
9.4 Payment for all Products and Services must be made by credit card. We reserve the right to change the payment methods we accept at any time.
9.5 You represent and warrant that (i) the payment information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for your purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.
9.6 Please consult your Account and details provided in your order at final checkout for more information on the pricing and features of our different Services and applicable taxes. You acknowledge being bound by the terms and conditions of the Services, including Subscription Services plan you have selected.
10. LIMITED WARRANTY AND DISCLAIMER
10.1 We warrant to you that any Product purchased from us through our Services will, on delivery, conform with its description, be of satisfactory quality, and be reasonably fit for all the purposes for which products of that kind are commonly supplied.
10.2 Our responsibility for defective Products is limited to replacement or refund. Our responsibility for defective Services is limited to re-performance or refund.
10.3 THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY, AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT OR SERVICE THAT YOU HAVE PURCHASED FROM US, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT.
11. OUR LIABILITY
11.1 If we fail to comply with these terms and conditions we shall only be liable to you for, at most, the purchase price of the Products.
11.2 Nothing in these terms and conditions excludes or limits our liability for any matter for which it would be illegal for us to exclude or attempt to exclude our liability.
11.3 You agree to defend, indemnify and hold harmless us, our affiliates and licensors and their respective affiliates, and each of their directors, officers, agents, contractors, partners, representatives and employees, from and against any loss, liability, threatened or actual claim, demand, damages, costs and expenses, including reasonable legal fees, arising out of or in connection with your breach of these terms and conditions or your violation of any law or the rights of any third party with respect to the Site, the Products or the Services. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you here-under, and you shall cooperate as fully as reasonably required by us.
12. WRITTEN COMMUNICATIONS
12.1 Applicable laws require that some of the information or communications we send to you should be in writing. When using our Site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our Site in our sole discretion. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
12.2 By submitting your email to us you are indicating an interest in our Products and Services and may receive email marketing communications. You also agree to receive SMS status on the delivery of your orders.
13. SMS/MMS Mobile Message Marketing Program
13.1 You may opt into to receiving SMS/MMS mobile messages from us concerning the marketing and sale of our Products and Services (the “Program”) by affirmatively opting into the Program, such as through online or application-based enrollment forms. Regardless of the opt-in method you utilized to join the Program, you agree that this Section 13 applies to your participation in the Program. By participating in the Program, you agree to receive autodialed or pre-recorded marketing mobile messages at the phone number associated with your opt-in. While you consent to receive messages sent using an auto dialer, the foregoing shall not be interpreted to suggest or imply that any or all of our mobile messages are sent using an automatic telephone dialing system. The Program involves recurring mobile messages, and additional mobile messages may be sent periodically based on your interaction with us. Message and data rates may apply.
13.2 If you do not wish to continue participating in the Program or no longer agree to the terms of this Section 13, you agree to reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any mobile message from us in order to opt out of the Program. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out.
13.3 If at any time you intend to stop using the mobile telephone number that has been used to subscribe to the Program, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the opt out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that your agreement to do so is a material part of these terms and conditions. You further agree that, if you discontinue the use of your mobile telephone number without notifying us of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by us, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number. This duty and agreement shall survive any cancellation or termination of your agreement to participate in the Programs.
13.4 YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.
13.5 For support regarding the Program, text “HELP” to the number you received messages from or email us at firstname.lastname@example.org.
14.1 All notices given by you to us must be given to us at email@example.com. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in Section 12 above. Notice will be deemed received and properly served immediately when posted on our Site, 24 hours after an e-mail is sent, or on the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
15. INTELLECTUAL PROPERTY RIGHTS
15.1 We are the owner or the licensee of all intellectual property rights in our Site, Products and Services whether registered or unregistered, and in the material published on it. These works are protected by copyright laws and all such rights are reserved.
15.2 You must not use any part of our copyright materials for commercial purposes without first obtaining a license to do so from us and our licensors.
15.3 If you post comments or reviews on the Products or Services to any website, blog or social media network (“Commentary”) you must ensure that such Commentary represents your fairly-held opinions. By subscribing to the Services you irrevocably authorize us to quote from or repost your Commentary on our Site and in any advertising or social media outlets that we may create or contribute to.
16.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.
16.2 A waiver by us of any default will not constitute a waiver of any subsequent default.
16.3 No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with Section 12 above.
17.1 If any of these terms and conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
18. ENTIRE AGREEMENT
18.1 These terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any Contract.
18.2 We each acknowledge that, in entering into a Contract, neither of us relies on any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or the documents referred to in them.
18.3 Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract.
18.4 Nothing in this Section limits or excludes any liability for fraud
19. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
19.1 We have the right to revise and amend these terms and conditions from time to time without notice to you for any reason including to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.
19.2 You will be subject to the policies and terms and conditions in force at the time that you order Products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you notice of regarding the change).
20. LAW AND JURISDICTION
20.1 Contracts for the purchase of Products from us and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by Ontario law and the federal laws of Canada applicable therein. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of Ontario. You expressly agree to submit to the exclusive personal jurisdiction of the courts of Ontario.