Terms and Conditions

Introduction and Acceptance

These Terms and Conditions ("Terms") form a legally binding agreement between you and Truenorth Hub Corporation ("Truenorth Hub," "we," "us," or "our"), a company operating in the province of Newfoundland and Labrador, Canada. These Terms govern your access to and use of the Truenorth Hub website, mobile applications, and related services (collectively, the "Platform"), through which customers order food ("Customers"), restaurants and merchant partners fulfill orders ("Merchants" or "Restaurants"), and independent delivery partners provide delivery services ("Delivery Partners"). Customers, Merchants, and Delivery Partners are each a "User" and collectively "Users."

By creating an account, accessing, or using the Platform in any way, you confirm that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our User Policy (together, the "Agreements"). If you do not agree, you must not access or use the Platform.

These Terms apply generally to all Users. Section 5 applies specifically to Customers, Section 6 to Merchants, and Section 7 to Delivery Partners. Where a conflict exists between the General Terms and a role-specific section, the role-specific section governs for that role.

2. Definitions

"Account" means the registered profile a User creates to access the Platform.

"Order" means a request placed by a Customer through the Platform for food or beverage items from a Merchant, to be fulfilled by that Merchant and, where applicable, delivered by a Delivery Partner.

"Content" means any text, images, menus, ratings, or other material submitted to or displayed on the Platform.

"Fees" means all commissions, service fees, delivery fees, small-order fees, and other charges described in these Terms or communicated through the Platform.

"Proof of Delivery" means the photograph, GPS coordinates, timestamp, and/or electronic confirmation (such as a PIN, signature, or in-app confirmation) generated at the point an Order is marked delivered.

"Applicable Law" means the laws of the Province of Newfoundland and Labrador and the federal laws of Canada applicable therein.

3. Eligibility and Account Registration

To use the Platform you must be at least 18 years of age and capable of forming a binding contract under Applicable Law. By registering, you represent that all information you provide is accurate, current, and complete, and you agree to promptly update your Account if this information changes. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your Account, whether or not authorized by you. You must notify us immediately at [support email] of any unauthorized use of your Account.

We reserve the right to refuse registration, suspend, or terminate any Account, at our sole discretion, where we reasonably believe the information provided is false, the Account is being used fraudulently, or a User has violated these Terms or the User Policy.

4. General Platform Rules (All Users)

4.1 Role of Truenorth Hub

Truenorth Hub operates a technology platform that connects Customers, Merchants, and Delivery Partners. Except where expressly stated otherwise, Truenorth Hub is not a restaurant, food preparer, or common carrier. Truenorth Hub does not itself prepare, own, sell, resell, or deliver food and is not a party to the contract of sale formed between a Customer and a Merchant for the purchase of food. Truenorth Hub facilitates payment collection and, through its Delivery Partner network, facilitates the physical transport of Orders as a service to Merchants and Customers.

4.2 Prohibited Conduct

All Users agree not to, and not to assist a third party to:

Use the Platform for any unlawful, fraudulent, deceptive, or abusive purpose.

Submit false claims, including false claims regarding non-delivery, missing or incorrect items, food quality, or delivery conduct, where such claims are contradicted by Proof of Delivery, order records, or other platform evidence.

Harass, threaten, discriminate against, defame, physically or verbally abuse, or intimidate any other User, Truenorth Hub personnel, or member of the public in connection with use of the Platform.

Manipulate, exploit, or abuse refund, credit, promotional, referral, or dispute processes, including repeated "friendly fraud" chargebacks for legitimately fulfilled Orders.

Circumvent, disable, reverse-engineer, scrape, or interfere with the Platform's security, rate-limiting, or normal operation.

Impersonate any person or entity, or misrepresent an affiliation with any person or entity.

Use the Platform to collect or store personal data about other Users except as strictly necessary to complete an Order.

Solicit a Customer, Merchant, or Delivery Partner introduced through the Platform to transact outside the Platform for the purpose of avoiding Fees, during the term of this Agreement.

A violation of this Section 4.2 may result in warnings, withholding of disputed funds pending investigation, order or Account restrictions, suspension, or termination, in Truenorth Hub's discretion, and may be reported to law enforcement or payment processors where appropriate.

4.3 Evidentiary Weight of Platform Records

Where a dispute arises regarding whether an Order was delivered, delivered correctly, or delivered in good condition, Proof of Delivery, GPS/location data, timestamps, and other records generated by the Platform are presumed accurate and complete unless the User presents clear and specific evidence to the contrary. Truenorth Hub is entitled to rely on such records in resolving disputes, issuing or denying refunds, and making Account decisions, and is not obligated to issue a refund, credit, or replacement based solely on a User's unsupported assertion.

4.4 Communications

By providing a phone number and/or email address, you consent to receive transactional communications (such as order confirmations, delivery updates, and Account notices) from Truenorth Hub by SMS, push notification, and email. You may separately opt in to or out of promotional marketing communications at any time in accordance with Canada's Anti-Spam Legislation (CASL) and as described in our Privacy Policy.

5. Customer Terms

This section applies specifically to Customers placing Orders through the Platform.

5.1 Placing Orders and Contract Formation

When you place an Order, you are making an offer to purchase items from the selected Merchant at the listed price plus applicable Fees and taxes. The contract of sale for the food itself is formed directly between you and the Merchant once the Merchant accepts the Order; Truenorth Hub is not a party to that sale. Truenorth Hub, and where applicable the Delivery Partner, separately provides the transportation/logistics service that brings the Order to you.

Menu availability, pricing, descriptions, and images are provided by Merchants and, while we take reasonable steps to support accuracy, Truenorth Hub does not guarantee that menu content is error-free, current, or that a specific item will be available at the time of ordering. A Merchant may cancel or modify an Order due to unavailability, in which case you will be notified and refunded for the affected item(s).

5.2 Pricing, Fees, and Taxes

Menu prices are set by Merchants and may differ from in-restaurant prices. In addition to the item subtotal, your Order total may include a delivery fee, service fee, small-order fee, applicable HST/GST and other taxes, and any tip you choose to add for your Delivery Partner. All Fees are disclosed prior to checkout. Fees are subject to change, including based on distance, demand, and order volume, but the total price will always be presented for your confirmation before payment is finalized.

5.3 Payment

Payment is processed through our third-party payment processor at the time the Order is placed. You represent that you are authorized to use the payment method provided. If a payment is declined, reversed, or disputed with your card issuer without a valid basis under Section 5.5, Truenorth Hub may suspend your Account, recover the disputed amount plus any chargeback or processing fees imposed on Truenorth Hub, and pursue any other remedy available at law.

5.4 Order Tracking, Delivery Windows, and Non-Guarantee of Timing

Estimated preparation and delivery times shown on the Platform are estimates only and are affected by factors outside Truenorth Hub's control, including Merchant preparation time, weather, road conditions, and traffic, all of which can be significant in Newfoundland and Labrador. Truenorth Hub does not guarantee delivery within any specific time window and is not liable for delays caused by such factors, except as required by Applicable Law.

5.5 Cancellations, Refunds, and Disputes

Because Merchants generally begin preparing food promptly after acceptance, Orders cannot be cancelled by the Customer for a refund once the Merchant has begun preparation, except where the Merchant agrees or as required by Applicable Law. Where an Order arrives materially incomplete, incorrect, damaged, or not in the condition reasonably expected, you may report the issue through the Platform within a reasonable time (no later than 24 hours after delivery) for investigation, with photographs of the item as received wherever possible.

Refunds, credits, or re-deliveries are issued at Truenorth Hub's discretion following review of the available evidence, including Proof of Delivery, photographs submitted by the Customer, GPS data, and the Merchant's and Delivery Partner's account of events. Truenorth Hub reserves the right to decline a refund request, and to limit, restrict, or suspend the Account of any Customer, where the Platform's records show a pattern of claims inconsistent with the evidence, including repeated "item never arrived" or "item missing" claims where Proof of Delivery exists, repeated claims immediately following full or substantial consumption of the Order, or claims that otherwise indicate an attempt to obtain goods or services without payment.

Food Safety vs. Food Quality

A distinction is drawn between food safety complaints and food quality/taste complaints. Food safety issues — food that is undercooked, spoiled, expired, contains a foreign object, or shows clear signs of contamination — are eligible for a refund and are investigated as a priority, and may also be escalated as a Merchant compliance matter under Section 6.3. Food quality or taste complaints — food that was prepared as ordered but that the Customer did not enjoy (seasoning, portion size perception, texture, temperature within normal delivery variance, or similar subjective preferences) — are not eligible for a refund through Truenorth Hub, since Truenorth Hub does not prepare the food and has no way to verify a subjective preference. Customers are encouraged to raise recurring quality concerns about a specific Merchant directly with Truenorth Hub as feedback, separate from a refund request.

Packaging Damage and Spillage in Transit

Where an Order arrives spilled, crushed, leaking, or otherwise physically damaged such that it is not reasonably fit to eat, Truenorth Hub will investigate to determine the likely cause using Proof of Delivery photographs, Customer-submitted photographs, and delivery timing/handling data, and will generally allocate responsibility as follows:

Damage consistent with inadequate packaging for normal transport (e.g., an open-top container, insufficient sealing, no insulation for items that require it) is treated as a Merchant packaging failure under Section 6.3, and any resulting refund is deducted from the Merchant's payout under Section 6.5.

Damage consistent with mishandling during transport (e.g., the item was packaged adequately but photographic or delivery-behaviour evidence indicates dropping, improper carrying, or reckless handling) is treated as a Delivery Partner handling failure under Section 7.3, and any resulting refund may be offset against that Delivery Partner's earnings in accordance with Section 7.4.

Where the cause cannot be reasonably determined from the available evidence, or where the damage is consistent with ordinary, unavoidable conditions of transport (minor jostling, condensation, a lid that has loosened slightly without any resulting spill), Truenorth Hub bears the cost of any refund issued, and neither the Merchant's payout nor the Delivery Partner's earnings will be reduced.

What Is Not Refundable

Except where required by Applicable Law, refunds, credits, or re-deliveries are not available for:

A change of mind after the Merchant has begun preparing the Order.

Personal taste, seasoning, or portion-size preference where the item was prepared and delivered as ordered.

Minor cosmetic packaging issues that do not affect the safety, temperature, or edibility of the food (e.g., a slightly dented container, minor condensation).

An incorrect, incomplete, or inaccessible delivery address provided by the Customer, or the Customer's unavailability to receive the Order within a reasonable wait window, unless the error was caused by the Platform, the Merchant, or the Delivery Partner.

Delay caused by weather, traffic, or other factors addressed in Section 5.4 and Section 14.3.

Refusal of an age-restricted item where age or sobriety could not be verified, as described in Section 5.8.

A complaint submitted after the 24-hour reporting window in this Section, absent exceptional circumstances.

An Order, or the affected item(s), that has already been fully or substantially consumed, except where the complaint is a confirmed food safety issue.

Partial vs. Full Refunds

Where the issue affects only part of the Order (for example, one missing or incorrect item), any refund or credit issued will generally be limited to the value of the affected item(s) and a proportionate share of fees. Where the issue renders the entire Order inedible or unusable (for example, the Order never arrived, or was so damaged as to be unfit to eat), the refund will generally cover the full Order value, including the delivery fee.

Refund Method and Timing

Approved refunds are issued to the Customer's truenorth-hub app’s wallet as a coins/tokens which can be easily used on next purchases, and are typically processed within 5-10 business days, subject to the processing timelines of the Customer's card issuer or bank.

5.6 Allergens, Food Safety, and Special Requests

Food preparation, ingredient sourcing, and allergen handling are the sole responsibility of the Merchant. Truenorth Hub does not prepare food, does not verify ingredient lists or allergen information submitted by Merchants, and makes no representation regarding the presence or absence of allergens, cross-contamination, or dietary suitability of any item. Customers with food allergies or dietary restrictions order at their own risk and are strongly encouraged to contact the Merchant directly before ordering. Special instructions submitted through the Platform are passed to the Merchant on a best-efforts basis but are not guaranteed to be followed.

5.7 Delivery Partner Interaction and Safety

You agree to provide a safe, accurate, and reasonably accessible delivery location, and to treat Delivery Partners with courtesy and respect. You must not request that a Delivery Partner enter an unsafe location, act outside the scope of the delivery service, or engage in any activity inconsistent with the User Policy. Threats, harassment, or physical aggression toward a Delivery Partner will result in immediate Account suspension and may be reported to police.

5.8 Age-Restricted Items

Where the Platform enables ordering of age-restricted items in the future, you represent that you meet the minimum legal age required to purchase such items and agree to provide valid government-issued identification to the Delivery Partner upon request. Delivery of age-restricted items may be refused where age or sobriety cannot be verified, without refund of the delivery fee.

6. Restaurant / Merchant Terms

This section applies specifically to Merchants listing and fulfilling Orders on the Platform.

6.1 Merchant Account and Listing

To become a Merchant, you must complete registration, provide accurate business information (including a valid business or operating licence and any applicable food service permit issued by the relevant Newfoundland and Labrador health authority), and maintain that information as current. You are solely responsible for the accuracy of your menu, item descriptions, pricing, images, allergen and nutritional information, and item availability displayed on the Platform, and for promptly updating this information, including marking items unavailable ('86'ing) in real time.

6.2 Order Acceptance and Fulfillment

You agree to review and accept or reject incoming Orders promptly, and to prepare accepted Orders within the timeframe indicated on the Platform, ready for pickup by the assigned Delivery Partner or for Customer collection, as applicable. Repeated late preparation, unexplained rejection of Orders, or failure to have Orders ready at the confirmed time may affect your visibility ranking on the Platform and, if persistent, may result in temporary or permanent removal from the Platform.

6.3 Food Safety and Regulatory Compliance

You are solely responsible for complying with all Applicable Law governing food safety, preparation, storage, handling, packaging, and labelling, including any requirements of Newfoundland and Labrador's regional health authorities. Truenorth Hub is not responsible for, and disclaims all liability arising from, food quality, contamination, spoilage, mislabelling, or allergen exposure caused by the Merchant's preparation or packaging. You agree to maintain all licences, permits, and insurance required to lawfully operate a food service business in your jurisdiction and to provide proof of same upon request.

You agree to package every Order so that it can reasonably withstand normal transport conditions (motion, minor jostling, and a typical delivery duration for your area), including adequately sealing containers, securing lids, and using insulation or separation appropriate to the item (for example, keeping hot and cold items or wet and dry items separated where needed). Where a refund is issued because an Order arrived spilled, leaking, or damaged and the available evidence indicates the cause was inadequate packaging rather than mishandling in transport, that refund will be deducted from your payout under Section 6.5.

6.4 Commission, Fees, and Payment

Truenorth Hub charges a commission on each Order processed through the Platform, at the rate set out in your Merchant agreement or the Merchant portal (target range 12–15%, subject to plan and promotional terms). Payouts are made on the schedule disclosed in the Merchant portal (typically weekly), by direct deposit to the bank account you designate, less applicable commission, payment processing fees, and any adjustments for verified refunds, chargebacks, or promotional costs attributable to your Orders. You are responsible for collecting, remitting, and reporting all applicable taxes (including HST/GST) on your sales, unless otherwise required by Applicable Law to be collected by Truenorth Hub.

Truenorth Hub may withhold, offset, or delay a payout where there is a good-faith basis to believe an Order was fraudulent, disputed, subject to an unresolved chargeback, or where a pattern of customer complaints or refund claims relating to your listings is under investigation, pending resolution.

6.5 Order Accuracy, Complaints, and Chargebacks

Where a Customer complaint or chargeback relates to an incorrect, missing, defective, or damaged item, and the Platform's evidence (including your own order-preparation records) indicates the cause was within the Merchant's control — including inadequate packaging as described in Section 6.3 — the corresponding refund may be deducted from your payout. You may dispute a deduction by submitting evidence to Truenorth Hub within 14 days; Truenorth Hub's determination, made reasonably and in good faith based on the available evidence, will be final.

6.6 Quality Standards and Delisting

Truenorth Hub may monitor cancellation rates, preparation-time compliance, and verified complaint volume as quality indicators. Where a Merchant's performance falls persistently below platform standards, Truenorth Hub may issue a warning, temporarily deprioritize the listing, place the Merchant on a performance plan, or suspend or terminate the Merchant's Account, with notice where reasonably practicable.

6.7 Intellectual Property Licence

You grant Truenorth Hub a non-exclusive, royalty-free, worldwide licence to use, reproduce, and display your business name, logo, menu content, and photographs for the purpose of operating and marketing the Platform, including your listing page, promotional materials, and search results, for the duration this Agreement is in effect.

6.8 Non-Circumvention

During the term of this Agreement and for 12 months following termination, you agree not to solicit Customers introduced to you through the Platform to place orders directly with you, or through a competing platform, for the purpose of avoiding Truenorth Hub's commission on those Customers' orders, except with respect to Customers who independently visit your premises without reference to a Platform order.

7. Delivery Partner Terms

This section applies specifically to Delivery Partners providing delivery services through the Platform.

7.1 Independent Contractor Relationship

You provide delivery services as an independent contractor and not as an employee, agent, joint venturer, or partner of Truenorth Hub. Nothing in this Agreement is intended to, or shall be interpreted to, create an employment relationship. You retain the right to determine when, whether, and for how long you make yourself available to accept delivery opportunities, to accept or decline any specific delivery opportunity, and to provide delivery services to other platforms or businesses, including competitors, concurrently with your use of the Platform.

You are responsible for your own tools of the trade, including a roadworthy vehicle, bicycle, or other lawful means of transport, a compatible smartphone with data plan, and any licences, permits, vehicle insurance (including any commercial/delivery-use insurance rider required by your insurer), and business registration required by Applicable Law. You are responsible for your own income tax, HST/GST (if applicable), Canada Pension Plan contributions, and other remittances arising from amounts earned through the Platform, and Truenorth Hub will issue tax information slips (e.g., T4A) as required by the Canada Revenue Agency.

7.2 Eligibility, Verification, and Background Checks

To become a Delivery Partner you must be at least 18 years of age, legally entitled to work in Canada, hold any licence or permit required for your mode of transport, and consent to identity verification and a criminal background check conducted by a third-party provider as a condition of activation and periodically thereafter. Truenorth Hub may decline or revoke access based on the results of such checks in accordance with Applicable Law.

7.3 Performing Deliveries

When you accept a delivery opportunity, you agree to collect the Order from the Merchant, transport it directly and without unreasonable delay or deviation to the delivery address provided, and complete Proof of Delivery, including a photograph of the item at the delivery location where the in-app feature is enabled, consistent with the Platform's delivery protocol. You must carry Orders upright and secured, avoid stacking or placing heavy items on top of an Order, and otherwise handle food items with reasonable care to preserve temperature, packaging integrity, and hygiene during transport.

Falsifying Proof of Delivery, marking an Order delivered before it has in fact been delivered, tampering with, consuming, or removing any portion of a Customer's Order, or misrepresenting delivery location data, is strictly prohibited and constitutes grounds for immediate deactivation and forfeiture of the fee for the affected Order, and may be reported to law enforcement.

Where a Customer complaint or refund relates to an Order arriving spilled, crushed, or otherwise damaged, and the available evidence (including Proof of Delivery and Customer-submitted photographs) indicates the packaging was adequate and the likely cause was mishandling during transport rather than a packaging failure attributable to the Merchant under Section 6.3, the value of the resulting refund may be offset against your earnings under Section 7.4. You may dispute an offset by submitting evidence to Truenorth Hub within 14 days, on the same basis described in Section 6.5.

7.4 Payment, Tips, and Earnings (If applicable)

You will be paid the delivery fee applicable to each completed delivery, together with 100% of any Customer tip, on the payout schedule and by the method disclosed in the Delivery Partner portal. Truenorth Hub does not reduce your base pay for a delivery as a result of a Customer tip, and does not use tips to subsidize the per-delivery fee. Fees for a given delivery opportunity are disclosed before you accept it.

7.5 Location Data

While you are online and available to accept deliveries, and during an active delivery, the Platform collects your device's GPS location for the purposes of dispatch, live order tracking shown to the Customer and Merchant, safety, delivery-time calculation, and evidence in the event of a dispute regarding a delivery. Further detail is provided in our Privacy Policy.

7.6 Standards of Conduct

You agree to comply with all traffic and road safety laws, to hold and maintain any vehicle insurance and licensing Applicable Law requires for the mode of transport and use you undertake, to treat Customers, Merchant staff, and the public with courtesy and respect, and not to be under the influence of alcohol or any impairing substance while performing deliveries. You may not subcontract or permit any other individual to perform deliveries under your Account.

7.7 Deactivation and Appeal

Truenorth Hub may temporarily or permanently deactivate a Delivery Partner's access to the Platform for violation of this Agreement or the User Policy, including safety violations, falsified Proof of Delivery, fraud, harassment, or repeated verified customer/merchant complaints supported by platform evidence. Except in cases involving an immediate safety risk, fraud, or a criminal allegation, Truenorth Hub will provide the Delivery Partner with the general reason for deactivation and a reasonable opportunity, through the in-app support channel, to provide context or evidence before a permanent deactivation decision is finalized.

8. Intellectual Property

The Platform, including its software, design, trademarks, logos, and underlying technology, is owned by Truenorth Hub or its licensors and is protected by Canadian and international intellectual property law. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for its intended purpose. You may not copy, modify, distribute, sell, lease, reverse-engineer, or create derivative works based on the Platform.

9. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. TRUENORTH HUB DOES NOT WARRANT THE QUALITY, SAFETY, LEGALITY, OR SUITABILITY OF ANY FOOD ITEM, MERCHANT, OR DELIVERY PARTNER.

Nothing in this Section 9 excludes or limits any warranty, guarantee, or right that cannot lawfully be excluded or limited under Applicable Law, including the Consumer Protection and Business Practices Act (Newfoundland and Labrador). Where such a right applies, this Agreement is deemed varied to the minimum extent necessary to comply with Applicable Law.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUENORTH HUB, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATING TO YOUR USE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TRUENORTH HUB'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY OR TO YOU (AS APPLICABLE) THROUGH THE PLATFORM IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) CAD $100.

This limitation does not apply to liability that cannot be excluded or limited under Applicable Law, including liability for gross negligence, wilful misconduct, or personal injury caused by Truenorth Hub's own acts.

11. Indemnification

You agree to indemnify, defend, and hold harmless Truenorth Hub and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Platform; (b) your violation of this Agreement or Applicable Law; (c) for Merchants, the food you prepare, including any claim relating to food safety, quality, or allergens; (d) for Delivery Partners, your operation of a vehicle or other mode of transport, and any injury or property damage arising from your provision of delivery services; and (e) any content or information you submit to the Platform.

12. Dispute Resolution

12.1 Informal Resolution First

Before commencing a formal claim, you agree to first contact Truenorth Hub Support at [support email/phone] and attempt in good faith to resolve the dispute informally. Most complaints can and should be resolved this way within 30 days.

12.2 Small Claims and Mediation

If a dispute is not resolved informally, either party may bring the claim in the Small Claims Court of Newfoundland and Labrador where the claim falls within that court's monetary jurisdiction. For claims outside Small Claims Court jurisdiction, the parties agree to first attempt resolution through mediation before a single mediator agreed by the parties (or, failing agreement, appointed by the ADR Institute of Canada), conducted in St. John's, Newfoundland and Labrador or remotely, with each party bearing its own costs and Truenorth Hub bearing the mediator's base fee up to CAD $1,000. If mediation does not resolve the dispute within 60 days, either party may proceed to the courts of Newfoundland and Labrador as set out in Section 14.

12.3 Time Limit to Bring Claims

Any claim arising out of or relating to this Agreement must be commenced within one year after the claim arose, or such claim is permanently barred, except where a longer period is mandated by Applicable Law.

13. Term, Suspension, and Termination

This Agreement remains in effect while you maintain an Account. You may close your Account at any time through the Platform or by contacting support. Truenorth Hub may suspend or terminate your Account, or your access to any part of the Platform, immediately and without prior notice where we reasonably believe you have violated this Agreement, the User Policy, or Applicable Law, or where suspension is necessary to protect the safety of Users or the integrity of the Platform. In all other circumstances, Truenorth Hub will provide reasonable notice. Sections 4.3, 8, 9, 10, 11, 12, and 14 survive termination.

14. Governing Law and General Provisions

14.1 Governing Law

This Agreement is governed by the laws of the Province of Newfoundland and Labrador and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. Subject to Section 12, the courts of Newfoundland and Labrador have exclusive jurisdiction over any dispute not resolved through the process described in Section 12.

14.2 Changes to These Terms

We may update these Terms from time to time. Where changes are material, we will provide notice through the Platform or by email at least 14 days before the changes take effect. Continued use of the Platform after the effective date of updated Terms constitutes acceptance. If you do not agree to updated Terms, you must stop using the Platform before they take effect.

14.3 Force Majeure

Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including severe weather, natural disaster, power or internet outages, labour disputes, or governmental action — factors that can materially affect delivery operations in Newfoundland and Labrador.

14.4 Severability

If any provision of this Agreement is found unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be so modified, and the remaining provisions will continue in full force and effect.

14.5 Assignment

You may not assign this Agreement without our prior written consent. Truenorth Hub may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

14.6 Entire Agreement

This Agreement, together with the Privacy Policy and User Policy, constitutes the entire agreement between you and Truenorth Hub regarding its subject matter and supersedes all prior agreements and understandings.

14.7 Contact

Truenorth Hub Corporation