Terms of Service

These Terms of Service ("Terms") govern your access to and use of the GWS platform operated by 17311800 Canada Inc. ("GWS," "we," "us," or "our"), accessible at gwsconnect24.com. By registering for an account or using our platform, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the platform.

1. Acceptance of Terms

By accessing, browsing, or using the GWS platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, our Privacy Policy, and our Cookie Policy. These Terms constitute a legally binding agreement between you and 17311800 Canada Inc. We reserve the right to modify these Terms at any time. Continued use of the platform after changes are posted constitutes acceptance of the updated Terms. It is your responsibility to review these Terms periodically.

2. Eligibility

The GWS platform is a business-to-business (B2B) wholesale marketplace intended exclusively for use by registered businesses. By using our platform, you represent and warrant that:

• You are a duly organized and validly existing business entity in your jurisdiction of incorporation or registration.
• You have the legal authority to enter into these Terms on behalf of your business.
• Your business holds all necessary licenses, permits, and registrations required to operate in your industry and jurisdiction.
• You will provide accurate and complete information during the verification process and maintain the accuracy of such information.
• You are at least 18 years of age and legally authorized to bind your business to contractual obligations.

GWS reserves the right to verify all business credentials and may deny or revoke access to any applicant or member that fails to meet our verification standards. Our verification process may include review of business registration documents, trade references, financial standing, and operational history.

3. Account Registration

To access the GWS platform, you must create an account and complete our verification process. You agree to:

• Provide accurate, current, and complete information during registration and keep it updated.
• Maintain the confidentiality of your account credentials and accept responsibility for all activities under your account.
• Notify us immediately of any unauthorized use of your account or any security breach.
• Not share, transfer, or sell your account to any other party without our prior written consent.
• Not create multiple accounts for the same business entity without our approval.

We reserve the right to suspend or terminate accounts that provide false information, violate these Terms, or fail to complete the verification process within a reasonable timeframe.

4. Platform Services

GWS operates a member-gated wholesale marketplace that connects verified suppliers with pre-qualified buyers. Our platform provides the following services:

• Verified Sourcing and Transaction Brokerage: We facilitate connections between verified suppliers and buyers, brokering wholesale transactions for closeout merchandise, overstock inventory, and bulk goods.
• GWSConnect24 (MerchantConnect): Our commerce orchestration platform provides end-to-end order lifecycle management, including order processing, inventory management, and managed logistics.
• Managed Logistics: We coordinate shipping and delivery services through our network of logistics partners, providing competitive rates and streamlined fulfillment.
• Multi-Channel Integration: Tools for listing and managing products across multiple online marketplaces.

GWS acts as a brokerage intermediary and does not itself manufacture, own, or hold title to the goods transacted on the platform unless expressly stated. We are not a party to the sale agreement between buyers and suppliers, though we facilitate and secure transactions through our escrow and payment protection systems.

5. Ordering and Payments

All transactions on the GWS platform are subject to the following terms:

• Order Placement: Buyers may place orders for products listed on the platform. All orders are subject to supplier confirmation and product availability. Prices listed are wholesale prices and may be subject to minimum order quantities.
• Escrow Payment Protection: To ensure transaction security, payments are processed through our secure escrow system. Buyer funds are held in escrow until delivery is confirmed and any inspection period has passed. This protects both buyers and suppliers from fraud and non-performance.
• Platform Fees: GWS charges transaction brokerage fees, which may include a buyer commission (8-15% of transaction value) and a supplier commission (5-10% of transaction value). Applicable fees will be clearly disclosed before order confirmation.
• Payment Methods: We accept payments via wire transfer, ACH, certified cheque, and approved credit facilities. All payments must be made in the currency specified at the time of the transaction.
• Invoicing and Taxes: Applicable taxes (including GST/HST, sales tax, or import duties) are the responsibility of the respective buyer or supplier as determined by applicable law. GWS will provide invoices for all platform fees charged.

6. Shipping and Delivery

Shipping and delivery terms for each transaction are as follows:

• Shipping costs are calculated based on the size, weight, and destination of the order and are disclosed to the buyer prior to order confirmation.
• GWS coordinates logistics through our network of vetted shipping partners. Managed logistics services include a cost-plus fee structure.
• Estimated delivery timelines are provided in good faith but are not guaranteed. GWS is not liable for delays caused by carriers, customs, weather, or other circumstances beyond our control.
• Risk of loss for goods passes to the buyer upon delivery to the carrier unless otherwise agreed upon in writing.
• Buyers are responsible for inspecting goods upon receipt and reporting any damage or discrepancies within the timeframe specified in the order terms.

7. Returns and Disputes

Given the wholesale nature of transactions on our platform, the following return and dispute policies apply:

• Inspection Period: Buyers have a designated inspection period (as specified in the order terms) to inspect received goods and report any issues regarding quality, quantity, or condition.
• Dispute Resolution: In the event of a dispute between a buyer and supplier, GWS will act as a neutral mediator. Both parties agree to participate in good faith in the dispute resolution process before pursuing any legal remedies.
• Returns: Returns are handled on a case-by-case basis and are subject to the specific terms agreed upon in the transaction. Closeout and liquidation merchandise may be sold on an "as-is" basis with limited or no return eligibility.
• Refunds: Approved refunds will be processed through the original payment method. Refund timelines depend on the payment method and financial institutions involved.
• Escrow Release: Escrow funds will be released to the supplier once the buyer confirms satisfactory receipt of goods or the inspection period expires without a filed dispute.

8. Intellectual Property

All content, features, functionality, trademarks, logos, and intellectual property on the GWS platform are owned by or licensed to 17311800 Canada Inc. and are protected by Canadian and international intellectual property laws. You may not:

• Copy, reproduce, distribute, or create derivative works from any platform content without our express written consent.
• Use our trademarks, service marks, or branding in any manner that suggests endorsement or affiliation without authorization.
• Reverse engineer, decompile, or disassemble any software or technology used in the platform.
• Scrape, crawl, or use automated tools to extract data from the platform without our prior written consent.

By submitting content to the platform (including product listings, images, and descriptions), you grant GWS a non-exclusive, worldwide, royalty-free license to use, display, and distribute such content in connection with the operation of the platform.

9. User Conduct

As a member of the GWS platform, you agree to conduct yourself professionally and in compliance with all applicable laws. You shall not:

• Use the platform for any illegal, fraudulent, or unauthorized purpose.
• List or sell counterfeit, stolen, prohibited, or restricted goods.
• Misrepresent product quality, quantity, condition, or origin.
• Engage in price manipulation, shill bidding, or other deceptive practices.
• Circumvent the platform to conduct direct transactions with other members to avoid platform fees.
• Harass, threaten, or abuse other platform members or GWS staff.
• Attempt to gain unauthorized access to other accounts, systems, or data.
• Introduce viruses, malware, or other harmful code to the platform.
• Violate any applicable local, provincial, national, or international law or regulation.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

• GWS provides the platform on an "as is" and "as available" basis without warranties of any kind, whether express, implied, or statutory.
• We do not guarantee the quality, safety, legality, or authenticity of goods listed by suppliers on the platform.
• GWS shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the platform or any transaction conducted through it.
• Our total liability to you for any claim arising from or related to these Terms or the platform shall not exceed the total fees paid by you to GWS in the twelve (12) months preceding the claim.
• We are not liable for any loss or damage arising from the actions or omissions of third parties, including suppliers, buyers, shipping carriers, or payment processors.

11. Indemnification

You agree to indemnify, defend, and hold harmless 17311800 Canada Inc., its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• Your use of the platform or violation of these Terms.
• Any transaction you conduct through the platform.
• Your violation of any applicable law, regulation, or third-party rights.
• Any content or information you submit to the platform.
• Any dispute between you and another platform member.

12. Termination

Either party may terminate the account relationship as follows:

• By You: You may close your account at any time by contacting us. Account closure does not release you from obligations related to pending transactions or outstanding fees.
• By GWS: We may suspend or terminate your account immediately and without prior notice if you breach these Terms, engage in fraudulent activity, fail to maintain verification requirements, or for any other reason at our sole discretion.
• Effect of Termination: Upon termination, your access to the platform will be revoked. Any pending transactions will be handled in accordance with our dispute resolution procedures. Provisions of these Terms that by their nature should survive termination will remain in effect, including but not limited to intellectual property rights, limitation of liability, indemnification, and governing law.

13. Governing Law

These Terms of Service 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 regard to conflict of law principles. Any dispute arising from or relating to these Terms or the use of the platform shall be subject to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada. You irrevocably consent to the jurisdiction and venue of such courts.

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

14. Contact Us

If you have any questions or concerns about these Terms of Service, please contact us at: