Who they bind, why they exist, and how they work alongside your Role-Specific Agreement.
These General Terms of Service (these "Terms") constitute an agreement between:
OCSAPP Inc., a corporation federally incorporated under the Canada Business Corporations Act on November 26, 2023 (Corporation No. 1750354-7; Quebec enterprise number (NEQ) 1181584997), with its registered office at 300 Rue Pradier, Laval, Québec H7H 2W9 ("OCSAPP," "we," "us," or "our");
and
You, any individual or entity that accesses or uses ocsapp.ca or any associated application, portal, or service (the "Platform"), in any capacity, including as a visitor, registered account holder, Buyer, Seller, Supplier, Contractor, or Business Client ("you," "your," or a "User").
By accessing or using the Platform in any way, you agree to these Terms.
"Account" means a registered profile through which a User accesses the Platform in one or more roles.
"Content" means any text, image, listing, review, message, or other material appearing on the Platform, whether submitted by OCSAPP, a User, or a third party.
"Role-Specific Agreement" means, as applicable to a given User: the Buyer Terms of Service, the Seller Account Agreement, the Supplier Account Agreement, the Driver Independent Contractor Service Agreement, or the Business Account Agreement, together with their Schedules.
"Returns & Refund Policy" means OCSAPP's published policy governing returns, refunds, and claims across Track A (consumer) and Track B (business-to-business), as published at ocsapp.ca/returns and updated from time to time.
"Portal" means any of the role-specific interfaces through which Users access the Platform, as described in Section 2.
4.1 These Terms apply to every User of the Platform, in every capacity, for matters common to all Users — including account eligibility, acceptable use, intellectual property, general platform availability, and dispute resolution for issues these Terms themselves govern.
4.2 Where you engage with the Platform in a specific capacity — as a Buyer, Seller, Supplier, Contractor, or Business Client — the Role-Specific Agreement applicable to that capacity governs the commercial terms of that relationship, including fees, commission, delivery, insurance, payment timing, and termination of that specific relationship.
4.3 Where a provision of these Terms conflicts with a provision of the Role-Specific Agreement applicable to a User's capacity, on a matter the Role-Specific Agreement expressly addresses, the Role-Specific Agreement governs as to that matter. These Terms govern all other matters not addressed in the Role-Specific Agreement.
4.4 A User may be subject to more than one Role-Specific Agreement at the same time (for example, an individual who both buys through Centrale Marché and delivers through Centrale Livreur). Each Role-Specific Agreement applies independently to the capacity it governs.
Eligibility, acceptable conduct, and what can never be listed on the Platform.
5.1 You must be at least the age of majority in Québec, or hold an account with the consent of a parent or guardian, to create an Account.
5.2 You will provide accurate registration information and keep it current. You are responsible for maintaining the confidentiality of your credentials and for all activity on your Account.
5.3 OCSAPP may require identity, business registration (NEQ), or other verification appropriate to your role before activating or continuing an Account, as further described in the applicable Role-Specific Agreement.
5.4 You will not create more than one Account in the same capacity without OCSAPP's prior written consent, and will not use another person's Account without authorization.
In using the Platform, you will not:
6.1 OCSAPP may investigate suspected violations and take action consistent with Section 18 (Termination and Suspension).
Where your capacity on the Platform permits you to list products (including as a Seller, Supplier, or Business Client distributing your own products), the applicable Role-Specific Agreement sets out the categories of items you may not list — including illegal or regulated items, counterfeit goods, uncertified hazardous materials, and items infringing a third party's intellectual property rights. You agree to comply with those requirements.
Intellectual property, what you submit, how payments flow, and the Platform's beta status.
8.1 OCSAPP and its licensors retain all right, title, and interest in the Platform, including its software, trademarks, trade names, and OCSAPP-authored Content. Nothing in these Terms transfers any such right to a User, except as expressly permitted under the applicable Role-Specific Agreement (for example, a Seller's licence to display the Founding Partner badge).
8.2 Product listings, catalog content, and similar Content submitted by a Seller, Supplier, or Business Client remain that party's property, subject to the licence granted to OCSAPP under the applicable Role-Specific Agreement to display and use that content to operate the Platform.
9.1 Where you submit a review, rating, message, or other Content to the Platform, you grant OCSAPP a non-exclusive, royalty-free licence to display and use that Content for the purpose of operating the Platform, consistent with any additional terms in the applicable Role-Specific Agreement.
9.2 Any suggestion, feedback, or idea you voluntarily provide about the Platform may be used by OCSAPP without restriction or compensation to you.
10.1 These Terms do not set commission rates, subscription fees, delivery fees, or surcharges — those are fixed in the applicable Role-Specific Agreement and the published fee schedules referenced in it.
10.2 Where the Platform processes a payment on your behalf, it does so through OCSAPP's third-party payment processor(s), currently Stripe and/or PayPal. The standard processing fee (2.9% + $0.30 CAD per transaction) is allocated between the parties as described in the applicable Role-Specific Agreement.
10.3 Consistent with Québec's Consumer Protection Act, no processing or transaction surcharge is ever added to a consumer's checkout total as a separate line.
10.4 All prices displayed on the Platform are in Canadian dollars (CAD) unless expressly stated otherwise.
11.1 The Platform is currently offered in beta. Features, pricing, and availability may change, and some functionality described in Platform materials may not yet be fully live in production. OCSAPP will make reasonable efforts to indicate beta status clearly where it is material to a User's decision to transact.
11.2 OCSAPP may modify, suspend, or discontinue any part of the Platform at any time, and is not liable for any resulting unavailability, except as otherwise provided in an applicable Role-Specific Agreement.
The Platform may link to or integrate with third-party services (including payment processors and social media platforms). OCSAPP is not responsible for the content, policies, or practices of any third-party service, and your use of such services is governed by that service's own terms.
13.1 OCSAPP complies with applicable Québec and Canadian privacy law, including the Act respecting the protection of personal information in the private sector (as amended by Law 25) and PIPEDA, as further described in OCSAPP's Privacy Policy (ocsapp.ca/privacy).
13.2 Where an automated determination under the Returns & Refund Policy affects you, the Privacy Policy describes your rights regarding that determination, including the right to an explanation of the factors used and to request human review.
Returns, refunds, and claims on Platform orders are governed by OCSAPP's Returns & Refund Policy (ocsapp.ca/returns), which applies its own Track A (consumer) or Track B (business-to-business) terms depending on how your order was placed. You agree to be bound by that policy as it applies to your orders.
Disclaimers, limits, indemnification, and how everything ends or resolves in a dispute.
Except as expressly stated in these Terms, an applicable Role-Specific Agreement, or as required by applicable law, the Platform is provided "as is" and "as available." OCSAPP does not warrant that the Platform will be uninterrupted or error-free. Nothing in this Section limits any right or remedy a consumer User has under the Consumer Protection Act that cannot be waived by agreement.
16.1 OCSAPP operates the Platform as a marketplace connecting Buyers, Sellers, Suppliers, Contractors, and Business Clients. Except as expressly undertaken in an applicable Role-Specific Agreement, OCSAPP is not responsible for: the quality, safety, or legality of products or services listed by another User; the accuracy of a listing or other User-submitted Content; a User's ability to fulfill, pay for, or complete a transaction; or a dispute between Users arising from their transaction.
16.2 Except in the case of gross negligence or wilful misconduct — for which liability cannot be limited or excluded under Article 1474 of the Civil Code of Québec — OCSAPP's aggregate liability to a User for matters governed by these Terms and not by an applicable Role-Specific Agreement is limited to $500 CAD or the amount, if any, the User paid to OCSAPP directly under these Terms in the twelve (12) months preceding the event giving rise to the claim, whichever is greater.
16.3 This Section does not apply to, limit, or duplicate the liability caps set out in an applicable Role-Specific Agreement for matters that Agreement governs; those caps apply on their own terms.
16.4 Nothing in this Section limits any right or remedy a consumer User has under the Consumer Protection Act that cannot be waived by agreement.
You will indemnify and hold OCSAPP harmless from any third-party claim arising from your breach of these Terms, your violation of applicable law, or Content you submit that infringes a third party's rights, except to the extent such claim arises from OCSAPP's own negligence or wilful misconduct.
18.1 You may close your Account at any time by contacting OCSAPP, subject to any termination terms in an applicable Role-Specific Agreement governing an active commercial relationship.
18.2 OCSAPP may suspend or terminate your Account, or restrict your access to the Platform, for breach of these Terms or an applicable Role-Specific Agreement, including fraudulent activity, abuse of another User, or a pattern of conduct described in Section 6, with notice where reasonably practicable.
18.3 Termination of your Account does not affect obligations or transactions already in progress under an applicable Role-Specific Agreement, which continue to be governed by that Agreement through to completion or resolution.
Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disaster, act of government, labour disruption, or failure of a third-party service provider that the affected party could not reasonably have prevented.
20.1 These Terms are governed by the laws of the Province of Québec and the federal laws of Canada applicable therein, without prejudice to any mandatory consumer protection provision that applies regardless of choice of law.
20.2 If you have a concern, contact OCSAPP support first; most issues are resolved directly. The parties will first attempt to resolve any dispute through good-faith negotiation. If unresolved within thirty (30) days, either party may submit the dispute to the courts of the judicial district of Montréal, Québec, to whose exclusive jurisdiction the parties submit — except where an applicable Role-Specific Agreement provides otherwise for a matter it governs.
This is a contract of adhesion within the meaning of Article 1379 of the Civil Code of Québec. In accordance with the Charter of the French Language, as amended, the Parties confirm that a French version of these Terms has been provided to, and reviewed by, the User, and that the Parties expressly agree that this version [French and/or English, as applicable] governs their relationship.
Entire agreement, amendments, contact information, and how you accept these Terms.
22.1 Entire Agreement. These Terms, together with the applicable Role-Specific Agreement, the Privacy Policy, the Cookie Policy, and the Returns & Refund Policy, constitute the entire agreement between OCSAPP and a User regarding the subject matter of the applicable relationship.
22.2 Amendment. OCSAPP may update these Terms from time to time on reasonable notice. Material changes will be disclosed with reasonable advance notice; continued use of the Platform after a change takes effect constitutes acceptance, except where applicable law requires affirmative consent.
22.3 Severability. If a provision of these Terms is found invalid or unenforceable, the remaining provisions continue in full force.
22.4 Assignment. A User may not assign these Terms without OCSAPP's prior written consent. OCSAPP may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
22.5 Notices. Notices to OCSAPP should be sent to support@ocsapp.ca. Notices to a User will be sent to the contact information on file for that User's Account.
22.6 No Waiver. A party's failure to enforce a provision of these Terms is not a waiver of its right to do so later.
22.7 Independent Relationship. Nothing in these Terms creates an employment, agency, partnership, or joint-venture relationship between OCSAPP and a User by virtue of using the Platform alone. Where a specific relationship (such as an independent contractor relationship) is created, it is governed by the applicable Role-Specific Agreement, not by these Terms.
Questions about these Terms can be directed to:
These Terms do not require a wet-ink or digital signature. You accept these Terms electronically, by checking the acceptance box during account registration, or by using the Platform if you have not previously accepted these Terms through registration. OCSAPP will make a copy of these Terms available in your Account settings at all times.
