Terms and Conditions for Distributors

Effective Date: August 27th 2024

These Terms and Conditions ("Terms") govern your participation as a distributor on the Synapsell platform. By registering and listing your products on Synapsell, you agree to be bound by these Terms. Please read them carefully. If you do not agree to these Terms, please refrain from using our platform as a distributor.

1. Definitions

• "Synapsell" refers to our company, the operator of this healthcare marketplace, and the services provided through our platform.
• "Distributor" refers to any Canadian-approved seller that lists healthcare products on Synapsell.
• "Customer" refers to any regulated health professional or organization that purchases products through Synapsell.
• "Products" refer to any goods listed for sale by approved distributors, including pharmaceuticals, natural health products, medical devices, and other regulated healthcare products.

2. Eligibility

To become a distributor on Synapsell, you must:

• Be a Canadian-approved distributor, holding valid licenses and regulatory approval for the sale and distribution of pharmaceuticals, natural health products, medical devices, or other regulated healthcare products.
• Provide accurate and up-to-date documentation, including licenses, permits, and certifications required under Canadian law.
• Agree to undergo Synapsell’s validation process, which may include periodic reviews to ensure compliance with regulatory standards.

3. Account Registration and Security

• You must create a distributor account on Synapsell to list products and conduct transactions. When registering, you agree to provide accurate, complete, and current information, including proof of licensure and compliance with regulatory requirements.
• You are responsible for maintaining the confidentiality of your account information, including your login credentials. Synapsell is not liable for unauthorized access to your account resulting from your failure to maintain security.
• You agree to notify us immediately of any unauthorized access to your account or any other breach of security.

4. Product Listings and Compliance

• Distributors are responsible for ensuring that all product listings on Synapsell comply with Canadian regulatory standards, including providing accurate descriptions, pricing, and availability.
• Products listed on Synapsell must be legal for sale in Canada and adhere to all relevant regulatory and industry standards, including labeling, packaging, and safety requirements.
• Synapsell reserves the right to remove any product listing that violates applicable laws, regulations, or these Terms without prior notice.

5. Product Quality and Safety

• You are solely responsible for the quality, safety, and authenticity of the products you list on Synapsell. By listing products, you represent and warrant that they meet all applicable Canadian safety standards, are free from defects, and are safe for their intended use.
• You agree to immediately notify Synapsell and your customers of any recalls, defects, or safety issues related to your products and take appropriate action to address these concerns in accordance with regulatory requirements.

6. Orders and Fulfillment

• As a distributor, you are responsible for fulfilling orders placed by customers in a timely and accurate manner. You must ensure that products are shipped to verified healthcare addresses in compliance with Canadian laws.
• Shipping costs, delivery times, and methods must be clearly outlined in your product listings. You are responsible for any delays, errors, or issues related to the fulfillment of customer orders.
• If a product becomes unavailable or cannot be fulfilled, you must promptly inform the customer and Synapsell and provide options for cancellation or alternative products.

7. Pricing and Payment

• Distributors set their own prices for products listed on Synapsell. All prices must be transparent and include any applicable taxes or fees.
• Synapsell collects payments from customers on behalf of distributors. After the deduction of any applicable fees or commissions, Synapsell will remit payments to distributors in accordance with the payment schedule outlined in the platform's payment policy.
• Synapsell reserves the right to withhold or delay payments in cases where there are disputes, complaints, or violations of these Terms.

8. Returns and Refunds

• Each distributor is responsible for establishing their own return, exchange, and refund policies, which must be clearly communicated in product listings. You agree to comply with your stated policies and applicable Canadian consumer protection laws.
• In the event of a dispute regarding a return or refund, Synapsell will facilitate communication between the distributor and the customer. However, Synapsell is not liable for resolving disputes or enforcing return policies.

9. Distributor Conduct

• Distributors must conduct business on Synapsell with integrity, professionalism, and transparency. You agree not to engage in any fraudulent, deceptive, or unethical practices while using the platform.
• You shall not manipulate product reviews, engage in false advertising, or misrepresent the nature of your products.
• Any violation of these standards may result in the suspension or termination of your account, removal of product listings, and potential legal action.

10. Intellectual Property

• You retain ownership of any intellectual property related to your products, including trademarks, logos, and product descriptions. However, by listing your products on Synapsell, you grant us a non-exclusive, royalty-free license to use your intellectual property for the purposes of promoting and marketing your products on the platform.
• Synapsell retains ownership of all platform-related intellectual property, including the website, software, and branding. You may not use Synapsell’s intellectual property without prior written consent.

11. Limitation of Liability

• Synapsell is an intermediary platform that facilitates transactions between distributors and customers. We do not assume liability for any damages, losses, or claims arising from your use of the platform or the sale of your products.
• To the fullest extent permitted by law, Synapsell disclaims all warranties, express or implied, including but not limited to merchantability, fitness for a particular purpose, and non-infringement.
• Synapsell’s total liability for any claim arising from your use of the platform shall not exceed the amount paid by you to Synapsell in the preceding six months.

12. Indemnification

You agree to indemnify and hold harmless Synapsell, its officers, directors, employees, and affiliates from any claims, liabilities, damages, and expenses (including legal fees) arising out of your breach of these Terms, your violation of applicable laws, or your conduct on the platform.

13. Termination

• Synapsell reserves the right to suspend or terminate your account if you violate these Terms, engage in fraudulent or unlawful activities, or fail to comply with regulatory requirements.
• Upon termination, all outstanding orders must be fulfilled, and all pending payments will be processed in accordance with Synapsell’s payment policy.

14. Governing Law

These Terms and any disputes arising out of your use of Synapsell shall be governed by and construed in accordance with the laws of [Insert Province/Territory], without regard to its conflict of laws principles.

15. Changes to Terms

Synapsell reserves the right to modify these Terms at any time. When changes are made, we will update the "Effective Date" and notify you of significant changes. Continued use of the platform constitutes acceptance of the revised Terms.

16. Contact Information

If you have any questions or concerns regarding these Terms, please contact us at:

Synapsell Support Team

Email: info@synapsell.com
Phone:  289-312-1599

Address: 6465 Kitimat Rd, Mississauga, ON