Effective Date: May 28th 2025
Jurisdiction: Ontario, Canada
These Merchant Terms of Service (“Merchant Terms”) govern the relationship between Clever Few Corp., an Ontario corporation doing business as Parcelify (“Parcelify,” “we,” “us,” or “our”) and merchants who integrate and offer the Parcelify Protect service to their customers (“Merchant,” “you,” or “your”).
By enabling Parcelify Protect within your e-commerce platform, or by otherwise making Parcelify Protect available to your customers, you agree to be bound by these Merchant Terms.
Parcelify Protect is a post-purchase protection service that provides your customers with:
Parcelify Protect appears as an optional protected shipping rate during your customers’ checkout process.
You agree to implement Parcelify Protect according to our current technical specifications and integration guidelines. We will provide necessary documentation, APIs, and reasonable technical support to assist with your integration.
You must present Parcelify Protect as an optional shipping protection service to your customers during checkout. The service must be clearly labeled and include a brief description of benefits.
You acknowledge that customers who select Parcelify Protect will be subject to the Parcelify Protect Customer Terms of Service. You agree not to misrepresent these terms to your customers.
Parcelify Protect is priced as follows:
This pricing will be automatically calculated and presented to your customers as part of protected shipping rate options at checkout.
As part of our partnership:
Parcelify presents the Parcelify Protect fee as part of your checkout shipping rates. You are responsible for collecting payment from the customer and remitting Parcelify Protect fees in accordance with invoicing.
Parcelify will generate invoices on a biweekly basis for all Parcelify Protect fees collected in the previous period, less your 5% revenue share and approved claim amounts. Payment terms are net 7 days from invoice date.
All fees are exclusive of applicable taxes. Each party is responsible for its own tax obligations.
Parcelify will:
For approved claims, Parcelify will reimburse you for:
Reimbursements will be processed within 15 days of claim approval and may be:
For approved Parcelify Protect claims, you agree to:
You agree to provide accurate and complete order information to Parcelify, including but not limited to:
You agree to coordinate with Parcelify on customer support inquiries related to Parcelify Protect claims. This includes:
You remain solely responsible for the fulfillment of customer orders, including:
Parcel insurance for orders protected by Parcelify Protect is provided by Shipsurance, an independent third-party insurance provider. By accepting these Merchant Terms and enabling Parcelify Protect, you expressly agree to be bound by Shipsurance’s terms and conditions, which can be found at www.shipsurance.com/parcelify/terms.
You acknowledge that:
As the merchant, you are solely responsible for:
When a customer reports a delivery issue for a Parcelify Protect order, you must:
You agree to maintain and provide accurate records including:
When Shipsurance approves a claim:
If Shipsurance denies a claim:
Parcelify will provide:
You acknowledge that:
You agree to maintain the following performance standards:
Parcelify reserves the right to:
Parcelify expressly disclaims responsibility for:
You acknowledge and agree that:
You acknowledge that Shipsurance coverage may exclude or limit:
Full exclusions and limitations are detailed in Shipsurance’s policy terms, which you are responsible for understanding and communicating to customers as appropriate.
Parcelify will provide reasonable technical support to assist with integration, troubleshooting, and ongoing maintenance of the Parcelify Protect service.
Parcelify will provide you with regular reports detailing:
These Merchant Terms commence on the date you enable Parcelify Protect and continue until terminated by either party.
Either party may terminate these Merchant Terms at any time for any reason. Termination is effective immediately upon:
No advance notice period is required by either party for termination.
Either party may terminate these Merchant Terms immediately if the other party:
Upon termination:
Each party represents and warrants that:
You represent and warrant that:
Parcelify represents and warrants that:
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE MERCHANT TERMS SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU TO PARCELIFY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations in Sections 9.1 and 9.2 shall not apply to:
You agree to indemnify, defend, and hold harmless Parcelify and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys’ fees) arising out of or related to:
Parcelify agrees to indemnify, defend, and hold harmless you and your officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys’ fees) arising out of or related to:
The indemnified party shall: (i) promptly notify the indemnifying party of the claim; (ii) give the indemnifying party reasonable assistance in defending the claim; and (iii) give the indemnifying party sole control over the defense and settlement of the claim, provided that the indemnifying party shall not settle any claim without the indemnified party’s prior written consent if such settlement attributes liability to or requires any admission or action by the indemnified party.
“Confidential Information” means all non-public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be considered confidential. Confidential Information includes, but is not limited to, business plans, financial information, customer data, pricing strategies, and proprietary technology.
Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received by the receiving party from a third party without confidentiality obligations; or (iv) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.
Each party agrees to: (i) use the other party’s Confidential Information solely for the purposes of fulfilling its obligations under these Merchant Terms; (ii) protect the confidentiality of the other party’s Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (iii) not disclose the other party’s Confidential Information to any third party without the other party’s prior written consent, except as required by law.
If either party is required by law to disclose the other party’s Confidential Information, it shall, to the extent legally permitted: (i) promptly notify the other party; (ii) cooperate with the other party’s efforts to limit or contest such disclosure; and (iii) limit the disclosure to only that information which is legally required to be disclosed.
Each party agrees to comply with all applicable data protection and privacy laws. To the extent either party processes personal data on behalf of the other, the parties shall enter into a separate data processing agreement if required by applicable law.
You authorize Parcelify to collect, use, and process customer data solely for the purpose of providing and improving Parcelify Protect services. Parcelify shall not use customer data for any other purpose without your explicit consent.
You own all customer data collected through your e-commerce platform. Parcelify owns all data generated through the provision of Parcelify Protect services, including claims data, analytics, and aggregate statistics.
Both parties agree to implement and maintain appropriate technical and organizational measures to protect customer data against unauthorized or unlawful processing, accidental loss, destruction, or damage.
The relationship between the parties is that of independent contractors. Nothing in these Merchant Terms creates any agency, partnership, joint venture, or other form of joint enterprise between the parties.
All notices must be in writing and will be deemed given when: (i) delivered personally; (ii) sent by confirmed email; (iii) sent by commercial overnight courier; or (iv) sent by registered or certified mail to the address specified during account registration or to such other address as the party may designate.
Neither party may assign these Merchant Terms without the prior written consent of the other party, except that either party may assign these Merchant Terms without consent to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any assignment in violation of this section shall be void.
Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, terrorism, riots, or war.
These Merchant Terms constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
Parcelify may modify these Merchant Terms by providing at least thirty (30) days’ prior notice. Your continued use of Parcelify Protect after the effective date of any modification constitutes your acceptance of the modified terms.
No failure or delay by either party in exercising any right under these Merchant Terms shall constitute a waiver of that right.
If any provision of these Merchant Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.
These Merchant Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any principles of conflicts of law.
Any dispute arising from or relating to these Merchant Terms shall be finally settled by binding arbitration administered by the ADR Institute of Canada (ADRIC) in accordance with its arbitration rules. The place of arbitration shall be Toronto, Ontario. The language of arbitration shall be English. Judgment on any award may be entered in any court having jurisdiction.
Clever Few Corp. – Parcelify
📧 protect@cleverfew.co
📍 Parcelify, 33 Main St W, Grimsby, ON L3M 1R3
By enabling Parcelify Protect, you acknowledge that you have read, understood, and agree to these Merchant Terms.