Terms of Service

Best Webby provides software for running a commerce business: storefronts, point of sale, inventory, orders and related operations. We provide the software. We do not sell your products, we do not take title to them, and we do not act as your agent in any sale you make.

You connect your own payment gateway. Customer payments are made directly to you and are never held, intermediated or disbursed by Best Webby. You are the merchant of record for every sale you make. Fees, chargebacks, refunds and any resulting liability are yours.

Separately from your sales, you pay us for the platform. We take no percentage of what you sell.

Setup fee. Before we activate your account, you pay a one-time setup fee plus any tax that applies. It is US$999 if you sign up yourself. If you sign up through our sales team, it is the amount in the quote we approved for you. Once your account is activated, the setup fee is not refundable, except where the law requires a refund.

Monthly fee, paid after each month. Your billing months start on the day your account is activated. Each one ends on the same day of the next month, or on the last day of that month if it has no such day (for example 31 January, then 28 February, then 31 March).

At the end of each month we issue an invoice for that month and send a payment link to your billing email. Payment is due by 11:59 pm Toronto time on the 15th day after we issue the invoice. Every month you use is invoiced, including your first. We do not charge for time when your account was disabled under clause 13 or closed under clause 14. Invoices are issued by Joorus Inc. in the currency of your price and include any tax that applies.

Your price. If you signed up yourself, your price is our published price for your plan on the day you signed up. If we agreed a price with you in writing, for example in an approved quote, that agreed price applies, and changes to our published prices do not change it. A discount appears on your invoice as its own line against the list price. If a discount is for a set number of months, the list price applies from the month after those months.

Automatic payment (optional). You can choose to save a card with our payment processor. We never see or store your full card number. If you do, we charge that card for each invoice when we issue it, and we email you the amount at least 3 days before. If the charge fails, or the amount would differ from what we emailed, you pay using the payment link within the same time. You can turn automatic payment off or remove your card at any time in Billing.

Accounts billed by subscription. If your account is paid through a card subscription with our payment processor rather than by the monthly invoices above, it is billed on that subscription's schedule instead: your fee is charged in advance for each billing period, and the setup fee is charged with the first payment and is not refundable once your account is activated, except where the law requires a refund. If you later move to monthly invoicing, the paragraphs above apply from then. In the price-change commitments below, a billing month means the subscription's billing period.

Changes to your price. Where a change increases what you pay:

• we will give you at least one month's written notice, counted from the day we send it;
• it takes effect at the start of your first billing month that begins after the notice period, never partway through a month;
• increases will not add up to more than 10% of your fee in any twelve-month period;
• you may close your account at any time before it takes effect, without penalty, and pay only for the time you used at your current price.

A reduction applies from your next invoice and needs no notice. We will not raise a price we agreed with you in writing beyond the limit above unless you accept a new quote in writing.

You are responsible for the security of your credentials and for everything done under your account, including by your staff. Tell us promptly if you believe an account has been compromised.

You keep ownership of everything you upload. You grant us only the licence needed to host, process and display it in order to operate the platform for you. Where we process personal data on your behalf, we do so as your processor under the data processing terms.

You decide what you sell, to whom, and in which markets. You are responsible for the legality, safety, labelling, licensing and description of everything you list, in every country you sell into and every country your customers are in.

We screen listings and may hold or remove one, as described in the acceptable use policy and the platform governance policy. Screening is a safeguard for the platform. It is not a legal review of your products, it does not make us the seller, and the fact that a listing passed screening is not our confirmation that it is lawful for you to sell.

You will defend and indemnify Best Webby against claims, penalties, fines and reasonable costs arising from:

1. products you list or sell, including their safety, legality, labelling and intellectual property;
2. your relationship with your own customers, including their statutory rights;
3. your breach of this agreement or the acceptable use policy; and
4. your breach of law, licensing or regulatory obligations in any market you sell into.

We will tell you promptly of any such claim and will not settle it without your agreement, which you will not unreasonably withhold.

The platform is provided "as is" and "as available". We work to keep it running, we monitor it continuously, and we publish live component status. To the fullest extent the law allows, we give no warranty, condition, representation or guarantee of any kind about the platform, whether express or implied by statute, custom or otherwise, including any of merchantable quality, fitness for a particular purpose, accuracy, availability, durability, title or non-infringement, and any arising from a course of dealing or usage of trade.

In particular, we do not warrant that the platform or any feature of it will be uninterrupted, timely, error-free, or free of defects or vulnerabilities; that it will work with any particular device, browser or service; that any defect will be corrected; that data will not be lost, delayed or corrupted; or that the platform will produce any particular sales result, search ranking, delivery rate, conversion rate or business outcome.

The platform runs on networks, infrastructure, software and services operated by others (clauses 9 and 10). Their limits, failures and changes can affect how the platform performs, how it works and how secure it is, and they are outside our control.

Where the law does not allow a warranty or condition to be excluded, it applies only to the minimum extent the law requires, and our liability for breaching it is limited as clause 15 allows.

Neither party is liable for a failure or delay caused by something outside its reasonable control. That includes, without limitation: failures of the internet, hosting, power, DNS or certificate authorities; outages or policy changes at a third party the platform depends on; failures of telecommunications carriers, messaging networks, payment networks or card schemes; a defect or vulnerability in third-party software, hardware or services that the affected party could not reasonably have prevented; cyber attack, including denial of service; malicious acts of third parties; act of government, sanction, embargo, court order or change of law; war, civil unrest or terrorism; epidemic; fire, flood, earthquake or severe weather; and labour action beyond that party's own workforce.

Affected obligations are suspended while the event continues. The affected party will tell the other as soon as it reasonably can and will work to limit the effect. If such an event materially prevents performance for more than thirty consecutive days, either party may end this agreement without liability for the suspension itself.

The platform connects to services you choose — payment gateways, carriers, marketplaces, messaging and email providers, tax and accounting tools. We do not control them. Their outage, error, pricing change, policy change or withdrawal is not a breach of this agreement by us, and your relationship with them is governed by your agreement with them.

The platform also runs on providers we choose, such as hosting, email, messaging, telephony and artificial intelligence services. They are listed at bestwebby.com/security#sub-processors. We choose them with care, but we do not control them, and their outage, error, change or withdrawal is an event outside our control under clause 9. This does not reduce our responsibility to you, under the data processing agreement, for how they protect personal data.

We maintain security measures appropriate to the risk, described in the data processing agreement and the platform governance policy, and we take our obligations as your processor seriously. No system connected to the internet is perfectly secure. We do not warrant that the platform, or any data on it, will never be accessed, altered, disclosed or lost without authorisation. You are responsible for the security of your own devices, networks, credentials and staff (clause 4).

Nothing in clauses 8, 9, 10 or this clause limits the data protection obligations that the law and the data processing agreement place on us, or excuses our own negligence. Those duties stand. Our liability for a breach of them is subject to clause 15, except where the law does not allow it to be limited.

We take regular backups and check that they are being produced. We do not warrant that a backup will be complete, or that any particular data can be restored from one. You can export your data at any time while your account exists, including while it is disabled under clause 13. Keep your own copy of anything you cannot afford to lose. We do not guarantee recovery of data you deleted yourself. Data deleted under clause 13 or 14 cannot be recovered; remaining copies in our backups are overwritten in our normal backup cycle. Our liability for data loss is subject to clause 15.

Suspension for risk. We may suspend an account that we reasonably believe is being used unlawfully, or that puts the platform or other merchants at risk. Where we can do so safely, we will tell you why and give you a chance to put it right. A suspension under this paragraph does not delete your data.

Suspension of an account billed by subscription. If your account is billed by subscription under clause 3 and a payment on it fails and is still unpaid 7 days later, we may suspend your account until it is paid. That suspension does not delete your data. If the subscription then ends unpaid, we keep your data for 90 days so your account can be restored, then delete it.

Disabling for non-payment. We send reminders to your billing email, and by text message or WhatsApp if you gave us a mobile number. If an invoice is still unpaid at the end of the 15th day (Toronto time) after we actually sent you its payment link, we will disable your account. While your account is disabled:

• your storefronts show that the store is temporarily unavailable, with the public contact details you gave us, and cannot take new orders;
• your mailboxes, automations, scheduled messages, integrations, webhooks and API access stop;
• you can still sign in to view and pay your invoices and to export your data.

If you pay everything that is overdue at any time before your account is deleted, your account is turned back on automatically, usually within minutes. If a payment you made is later reversed through your bank or card issuer, that amount is unpaid again. We will send you a new payment link, and the same 15 days apply.

Deletion for non-payment. If your account stays disabled for 30 days, we will permanently delete it and everything in it, including stores, products, orders, customer records, content, files, domain settings and mailboxes. We will warn you at least 14, 7 and 2 days before, and we will not delete your account until we have sent each of those warnings. Deleted data cannot be recovered. We keep the invoices, payment records, and records of your acceptance of these terms and of the notices we sent you, as the law requires or as we need to show what happened. Any payment that reaches us after deletion has started is refunded. Deleting your account does not cancel what you owe for time you used.

You may close your account at any time, except while it is disabled for non-payment under clause 13. You can export your data before you close it. When you close it, we send a final invoice for the part of the current billing month up to the moment you closed. We keep your data for 90 days in case you change your mind, then delete it. If you restore your account within those 90 days, billing resumes from the moment you restore it, and the time it was closed is not charged. We may end this agreement on reasonable notice, or immediately where clause 13 applies. If we delete an account for non-payment under clause 13, this agreement ends on the day of deletion.

Nothing in this agreement limits liability that cannot lawfully be limited, including for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that applicable law says may not be excluded. Your statutory rights are unaffected.

Subject to that, and whether a claim is made in contract, in tort (including negligence), under statute or otherwise:

• neither party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, sales, business, goodwill, reputation, data or anticipated savings, or for the cost of substitute services, even if the loss was foreseeable or that party was told it was possible; and
• our total aggregate liability for all claims arising in any twelve-month period is limited to the fees you paid us in that period.

The exclusions in this clause do not apply to your indemnity under clause 7, or to fees you owe us.

We may revise these terms. A revision is dated, given its own version, and shown to you for acceptance before you continue to use the platform. Your existing acceptance is never altered retroactively.

This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, and the courts of Ontario have non-exclusive jurisdiction. This does not deprive you of the protection of mandatory consumer or local law in your own country where such law applies.

Many features produce information or suggestions for you, for example tax calculations, draft store policies and legal pages, compliance checks such as calling hours, do-not-call lists and consent records, product screening, fraud and risk signals, translations, exchange rates, shipping and carbon estimates, analytics, and text, images or other content generated with artificial intelligence.

These are tools to help you run your business. They are not legal, tax, accounting, regulatory or other professional advice, and they can be incomplete, out of date or wrong. Content generated with artificial intelligence can be inaccurate, and can resemble content that belongs to someone else. Check anything before you rely on it, and take professional advice where you need it. You decide what you publish, charge, collect, send and call, and you remain responsible for complying with the law when you do.

We may offer features marked as beta, preview, early access or similar. They may be incomplete, may not work as described, and may change or be withdrawn at any time. Clause 8 applies to them in full. We also improve and change the platform over time, and may change or remove features.

Any claim against Best Webby arising out of or relating to this agreement or the platform must be started within one year after the day on which the claim was discovered, within the meaning of the Limitations Act, 2002 (Ontario). This is a business agreement, and this clause varies the limitation period as section 22 of that Act permits. Where the law does not allow that variation, the shortest period the law allows applies.

This agreement, together with the acceptable use policy, the data processing agreement and any quote we have approved for you, is the whole agreement between us about the platform, and replaces anything said or written before it. Our website, marketing materials, demonstrations, documentation and conversations with our team describe the platform, but they are not promises and are not part of this agreement unless they are written into it. You confirm you have not relied on anything that is not in it.

If any part of this agreement is found to be unenforceable, it is enforced to the extent the law allows, and the rest of the agreement stays in effect. If we do not enforce a right straight away, we have not given it up.

These terms work together with the Acceptable Use Policy and the Data Processing Agreement, which every merchant accepts at signup, and with our Privacy Policy. The binding copy of these terms is the version shown to you when you accept it, which you can read at any time as the Merchant Terms of Service in your dashboard. If this page and the Merchant Terms of Service differ, the Merchant Terms of Service govern.

Questions about these Terms should be directed to us through our contact form.