Merchant Terms

1. Payments happen at the store; taxes are yours

1.1 Candyll never processes the customer's payment. Candyll is a discovery and group-unlock platform only. Every underlying purchase is paid by the customer directly to you, normally in person at your store at the point of sale (pay-at-store), using your own point-of-sale system and your own accepted payment methods. Candyll does not collect, hold, route, escrow, settle, refund, charge back, or remit any customer payment for your goods or services, does not process customer payments through Stripe or any other processor, and does not act as your payment agent, payment collector, settlement provider, or Merchant of Record for those sales. You are the seller; Candyll is not the seller and is not the Merchant of Record.

1.2 You are solely responsible for all sales taxes. Because the sale is between you and the customer and is paid at your store, you alone are responsible for determining, calculating, charging, collecting, reporting, and remitting every applicable tax on that sale — including GST/HST and BC PST — according to your own industry, the specific product or service you sell, and your business location. You decide whether a given item is taxable and at what rate; you configure any tax rates, tax categories, and tax rules in your own POS or till. Any tax entry, tax rate, exemption, or tax configuration in your POS system is your sole responsibility, not Candyll's. Candyll does not calculate, set, verify, or collect any tax on your in-store sales, does not tell you a rate to charge, and does not collect or remit any customer-transaction tax (including GST/HST or BC PST) on your behalf or as a marketplace facilitator. The only price shown on the Platform is the Candyll Group Price (once locked, the Final Locked Price), and it is a pre-tax amount only.

1.3 You issue the receipt, and you handle refunds, exchanges, and product/service issues. As the seller, you issue the customer's receipt and any tax invoice or tax documentation the law requires, and you handle all refunds, exchanges, and any product or service issue for the in-store sale directly with the customer. Candyll issues no purchase receipt and refunds no customer purchase (Section 8).

1.4 Candyll's own fees are a separate matter. Nothing in this Section concerns Candyll's own charges to you (for example, any future subscription, promotional, campaign, or listing fee). During Candyll's early launch there are no such fees (Section 9). Tax on Candyll's own fees to you, if and when those fees begin, is dealt with in Section 10 and is entirely separate from the tax on your sales to customers.

2. Who these Merchant Terms are for; how you accept them

2.1 These Merchant Terms are a business-to-business agreement between Boryne Labs Ltd. (operating as 'Candyll') ("Candyll", "we", "us") and the business that lists offers on the Candyll website (candyll.com) and Candyll mobile app (together, the "Platform"). In this document, "you" and "Merchant" mean that business, including its owner and anyone acting with its authority.

2.2 You accept these Merchant Terms when you create a Merchant account, click to accept them during onboarding, or continue to list Deals after we give you notice of them. The individual who accepts confirms that they have authority to bind the Merchant business.

2.3 These Merchant Terms apply together with the Candyll Terms of Service, Deal Pass Terms, Slot Booking Terms, Privacy Policy, Cancellation, Redemption & Refund Policy, Review & User Content Policy, and Platform Access & Suspension Policy. Section 20 explains which document wins if they conflict.

2.4 Onboarding attestations. As part of onboarding, and as an ongoing representation you repeat each time you publish or activate a Deal, you attest that: (a) you hold all licences and permits required for your business and for everything your Deals offer; (b) you are legally and professionally qualified to provide each service you list; (c) you will immediately notify Candyll of any suspension, expiry, cancellation, recall, health order, or regulatory restriction affecting them (Section 5.2A); (d) you will not publish an unlawful, unauthorized, or unqualified Deal; (e) you accept that Candyll may suppress a Deal or temporarily restrict affected functionality while it reviews a concern; and (f) you accept that material enforcement is taken for a recorded reason and with human review. These attestations are made by the individual with authority to bind your business, are recorded with the version of these Merchant Terms then in force, and are relied on by Candyll; each remains true for as long as you list on the Platform.

2.5 Your legal identity, your authorized signatory, and the information you give Candyll. Every Merchant — not only Merchants in categories that require licence verification — must complete legal-identity onboarding before publishing its first Deal, and must keep that information current for as long as it lists on the Platform.

(a) What you must provide. Complete, accurate, and current legal, identity, registration, licence, and tax information, including: your legal entity or individual-proprietor name; your trade or operating name; your entity type; your registered or principal business address; your service and store addresses; an official notice contact; the name, title, and authority of the individual authorized to bind your business; incorporation, registration, partnership, or proprietorship evidence where applicable; your Business Number and any applicable tax registrations (Section 10.3); the licences and permits that apply to your business and to everything your Deals offer, with their effective and expiry dates (Sections 5.2 and 5.2B); and your acceptance record for these Merchant Terms. Placeholder, abbreviated, or invented legal names are not acceptable.

(b) Keeping it accurate. You must promptly update any information you have given Candyll — identity, registration, signatory, address, notice contact, licence, or tax information — as soon as it becomes inaccurate, incomplete, or out of date. This duty is continuous and is in addition to the immediate notice duty for licence and regulatory changes in Section 5.2A.

(c) You authorize Candyll to verify. You authorize Candyll to verify the information you submit through lawful sources — including corporate and business registries, licensing and issuing authorities, tax-authority verification services, other public records, and any evidence you supply — and to record the submitted value, the verified value, the verification method, the reviewer, the review date, the evidence reference, any expiry date, any rejection reason, and the change history. Verification is a platform control only: it is not advice, not an approval of your business, and not a warranty to anyone that you are compliant, and it does not reduce your responsibility under these Merchant Terms.

(d) Publication gates. Publication is gated automatically. The Platform refuses to publish or activate a Deal while: a required legal-identity field is missing, unverified where verification is required, expired, or internally inconsistent; the category is closed to publication (Sections 5.2C and 5.10); a licence verification required for the category is missing, incomplete, expired, or suspended (Section 5.2B); your onboarding attestations are not current (Section 2.4); a claim that requires evidence has no valid evidence on file (Section 5.13); or a required Regular Price Pledge is missing (Section 5.5A). These are automatic controls, applied for a recorded reason, and material enforcement carries human review (Section 16.1).

(e) Changes of legal name, entity, ownership, or address. A material change to your legal name or legal entity triggers re-verification and may block new publication until re-verification is complete. Bookings, Deal Passes, and contracts already confirmed keep the snapshot recorded under the identity in force when they were confirmed (Section 7.8); re-verification never rewrites a prior Customer contract record. You must also notify Candyll immediately at merchantsupport@candyll.com of any regulatory investigation, order, suspension, cancellation, or enforcement action affecting you, and of any change of business address or of ownership or control (Section 5.2A).

(f) What is shown publicly. Candyll publishes only what is needed to identify you honestly: your operating name, your legal name where a contract disclosure requires it, the Deal location, a support route, and any licence number required for a regulated category. Verification documents, an address held only as registered-office evidence, personal identifiers, and internal review notes are restricted to authorized Candyll administrators.

3. Definitions

Capitalized terms below are used throughout this document.

• Candyll / Platform / we — Boryne Labs Ltd. (operating as 'Candyll'), operator of the candyll.com website and the Candyll mobile app, whose mailing address is 604-7769 Park Crescent, Burnaby, BC V3N 0J7, Canada.
• Customer — an individual with a Candyll account who browses Deals, Pledges to Deals, or buys from you at your store.
• Merchant — the business listed on the Platform that offers Deals and is the sole seller of the goods or services in every underlying sale.
• Merchant Staff — an individual granted manager or staff access to a Merchant's account under the Merchant's authority; owner-only functions remain owner-only (Section 12).
• Deal — an offer you list on the Platform. Every Deal is a Group Deal or a Slot Booking Deal.
• Group Deal — a Deal whose group price depends on how many Customers commit by a stated deadline.
• Slot Booking Deal — an appointment-based Deal for a specific time slot.
• Pledge — a Customer's free, non-binding expression of interest in a Group Deal. A Pledge is not a payment, is not a purchase, and creates no payment obligation; the Customer's card is never saved or charged, because Candyll processes no customer payment.
• Final Confirmation — the step, before a Deal locks, at which a Customer who has Pledged actively confirms they still intend to visit. Only Customers who complete Final Confirmation count toward the final group price. A Final Confirmation is not a guaranteed sale.
• Final Confirmed Participant — a Customer who has completed Final Confirmation and is counted toward the Final Locked Price for a Deal.
• Final Locked Price — the group price that becomes fixed at the moment a Deal locks, determined by the number of Final Confirmed Participants at lock (not by how many Customers actually visit). See Section 6.
• Deal Pass — the eligibility credential Candyll issues to an eligible Customer only after a Deal's Final Locked Price is set. A Deal Pass is proof of eligibility and of the Final Locked Price only. It is not money, a payment method, prepaid or stored value, store credit, a gift card, a coupon balance, a wallet, or a guarantee of payment; it has no monetary value and holds no funds. (See the Deal Pass Terms.)
• Redemption — the in-store verification, through the method the Platform provides, that a Customer holds a valid, unredeemed Deal Pass at the point of sale. Redemption is an eligibility check only; it moves no money.
• pay-at-store — the model in which the Customer buys from you and pays you directly at your store, using your own payment methods, with no payment passing through Candyll.

4. Your relationship with Candyll

4.1 You are the seller (the sale is Customer↔Merchant). You are the sole seller and Merchant of Record for every Deal you list and every resulting sale. The purchase contract for each sale is between you and the Customer directly. You — not Candyll — are responsible for the goods and services you sell, including their quality, safety, accuracy, legality, pricing, and fulfilment.

4.2 Candyll is a coordination platform, not a seller and not a payment provider. Candyll provides software that lets Customers discover your Deals, Pledge to them, complete Final Confirmation, and receive a Deal Pass when a Deal locks, and that lets you verify eligibility and Redemption at your store. Candyll's role in the transaction is limited to Deal eligibility and Redemption verification. Candyll does not make, prepare, store, deliver, or perform anything you sell, does not take title to your goods, does not process customer payments, does not hold or receive your sales proceeds, and is not your employer, employee, partner, franchisor, joint venturer, payment agent, or Merchant of Record. You operate an independent business.

4.3 The customer pays you directly; Candyll holds no funds. When a Customer redeems a Deal Pass, the Customer buys from you and pays you directly at your store. Candyll does not receive, hold, or transmit any part of that payment, and Candyll does not owe you any payout or settlement, because no customer funds ever flow through Candyll.

4.4 Nothing in these Merchant Terms transfers any of your legal duties as a seller to Candyll, and nothing makes Candyll a guarantor of your Deals or of any Customer's visit or purchase.

4.5 Candyll's own legal obligations are not disclaimed. Equally, nothing in these Merchant Terms transfers your obligations to Candyll's detriment or excludes any obligation that applicable law imposes directly on Candyll for Candyll's own conduct — including Candyll's obligations under privacy law for the personal information Candyll handles, under the federal Competition Act for representations Candyll itself makes on the Platform, under Canada's Anti-Spam Legislation for messages Candyll sends, and under any accessibility law that applies to Candyll. Where the law imposes a non-waivable obligation on Candyll directly, that obligation prevails (this mirrors the Terms of Service).

5. Listings and Deal content

5.1 Accuracy. Everything in your listings must be accurate, complete, and not misleading, including descriptions, photos, prices, price tiers, portion sizes, durations, capacities, availability, store addresses, visit or pickup windows, redemption conditions, and appointment details. You must promptly correct any listing that becomes inaccurate. You further warrant that the goods and services you list are genuine and non-infringing — not counterfeit, pirated, or otherwise in breach of another party's trademark, copyright, or other rights — and if you discover that anything you have listed or sold is counterfeit or infringing, you must immediately stop offering it and notify Candyll at merchantsupport@candyll.com.

5.2 Licences and legal compliance. You represent and warrant, on an ongoing basis, that you hold and will maintain every licence, permit, registration, certification, inspection, approval, and insurance required to operate your business and to sell what your Deals offer. Depending on your category, this includes (for example) municipal business licences, food premises permits and health authority approvals for food businesses, and professional or trade certifications for personal services. You must comply with all laws that apply to your business and your Deals, including consumer protection, food safety, packaging and labelling, occupational and professional regulation, privacy, anti-spam, and competition/advertising law.

5.2A Immediate notice if a licence or approval changes. You must notify Candyll immediately, at merchantsupport@candyll.com, if any licence, permit, registration, certification, inspection, approval, or legally required insurance covering your business or anything your Deals offer is suspended, expires, is cancelled, is not renewed, or becomes subject to a recall, health order, closure order, condition, or other regulatory restriction — and likewise if you become subject to a regulatory investigation, prosecution, or enforcement action that affects your ability to provide what you have listed. Until the matter is resolved you must stop publishing and stop offering every affected Deal. Candyll may unpublish, suppress, or pause an affected Deal, decline new listings in the affected category, or temporarily restrict affected functionality on your account while it reviews the matter; material enforcement is taken for a recorded reason and with human review, under the Platform Access & Suspension Policy. Failing to give this notice is a material breach of these Merchant Terms.

5.2B Category-aware licence verification (including Travel Agency). Candyll operates category-aware verification. Verification under this Section is necessary but never sufficient: where a category is closed to publication — as Travel currently is (Section 5.2C) — completing verification does not entitle you to publish in it. For categories Candyll designates as requiring licence verification — currently including the Travel Agency category — you must submit the applicable business and licence information before you may publish or activate a Deal in that category: the licence type, the licence number, the issuing authority, the legal name of the licence holder, and the expiry date where one applies, with supporting evidence where Candyll requests it. Candyll records the licence details together with the verification status, the verification date, and the reviewer, and compares the licence holder against your Merchant legal name; any difference is recorded and considered by the reviewer. Until verification is complete, a Deal in that category cannot be published or activated — the Platform refuses the attempt — and this applies both to a Deal you list in a verified-category and to any Deal listed by a business whose own category requires verification. If a verification expires, is suspended, or cannot be verified, the Platform marks it accordingly, affected live Deals are hidden, and you cannot activate a Deal in that category again until a valid verification is restored; an Admin may also suspend a verification already granted. Verification and enforcement steps are recorded and auditable. Candyll's verification is a platform control only: it is not advice, not an approval of your business, and not a warranty to anyone that you are compliant, and it does not reduce your responsibility under Sections 5.2 and 5.2A.

5.2C Travel is closed to publication. The Travel category is currently closed. No Merchant may publish or activate a travel Deal, the Platform refuses the attempt, and no unverified travel Deal can appear publicly — whatever licences you hold. The category stays closed until two separate questions are resolved in writing: first, whether the travel Merchant holds every licence British Columbia requires and is authorized to offer the applicable travel service; and second, whether Candyll's own marketplace, group-formation, automatic booking, Deal Pass, and advertising activities require Boryne Labs Ltd. to hold a travel-related licence or to operate under additional restrictions. Your own licence does not resolve Candyll's classification and does not entitle you to publish. If Candyll later opens the category, it will require, before any travel Deal appears, your exact licensed legal name, your operating name, your Consumer Protection BC licence number and licence category, your licensed address, the licence issue and expiry dates, the verification source, and an administrative reviewer, together with display of the licence information the rules require; verification will suspend automatically at or before expiry and immediately on cancellation, enforcement action, or an inability to verify. The notice duties in Sections 2.5(e) and 5.2A apply in full, including immediate notice of any investigation, order, suspension, cancellation, address change, or ownership or control change.

5.3 Food safety and allergens. If you sell food or beverages, you are solely responsible for safe handling, preparation, storage, and labelling, and for accurate, prominent allergen and ingredient information in your listing. You must answer Customer allergen questions accurately and must not describe a product as free of an allergen unless you can substantiate that claim.

5.4 Service prerequisites. If a service you offer has prerequisites or restrictions (for example, health conditions relevant to a fitness or wellness service, patch tests for beauty treatments, vaccination records for pet grooming, or minimum age requirements), your listing must disclose them before a Customer Pledges, and you must apply them consistently.

5.5 Regular Price is an internal figure; no public comparison or discount claims. Candyll displays the Candyll Group Price only. It does not publish your Regular Price and shows no crossed-out price, percentage-off figure, or savings figure on any public surface, so you must not present a Deal to the public — in your listing text, images, or anywhere else on the Platform — as a discount measured against a comparison price. The Regular Price you enter is used internally, for your attestation under Section 5.5A, your price history, and Candyll's own compliance review. It must nevertheless be the genuine current in-store price you normally offer for the same item or service: you must not create or inflate a Regular Price to exaggerate a discount, and you must promptly update it — and any materially changed product or service details — when they change. You remain responsible for any price or savings claim you make yourself, wherever you make it, including under the federal Competition Act. Candyll does not require you to upload routine evidence and does not impose fixed evidence-expiry periods, but you must retain reasonable records supporting your Regular Price and provide them to Candyll when it legitimately requests them (for example, on a complaint, a dispute, or an unexplained change). Candyll may review, correct, or suppress any price information or price claim, or remove or require changes to it, that it reasonably considers inaccurate, unsupported, or misleading, while the underlying Deal remains listed at its group price.

5.5A Regular Price Pledge; Merchant-supplied prices. You make an ongoing Regular Price Pledge: you confirm that each Regular Price you enter is the genuine current in-store price normally offered by your business for the same item or service, that it has not been created or increased to exaggerate a Candyll discount, and that you will promptly update the Regular Price and any materially changed Deal details when they change. Candyll keeps each Regular Price you enter and each pledge you make as an append-only price history, and may require you to re-attest after a material price change. Regular Price and any savings information is supplied and confirmed by you, is held internally, and is not published by Candyll; your pledge and your internal price records never enable a public comparison-price, percentage-off, or savings claim, and are never presented as one. Candyll may review, correct, or suppress any price information or price claim, request reasonable supporting information, pause a Deal, or restrict publishing when information appears inaccurate or misleading, but Candyll does not continuously monitor every Merchant's in-store pricing and does not independently verify or guarantee the accuracy of your prices. An automatic display update of a price you change is a display update, not a Candyll verification. Candyll does not operate any "Candyll Verified Price", "Guaranteed Savings", "Lowest Price", or "Independently Verified" claim.

5.5B Lower current price. If you are publicly offering the identical item or service at a lower regular in-store price at the time of Redemption than the Customer's Final Locked Price, you must not charge the Customer more than that lower publicly offered price. Because Candyll never receives the Customer's payment, Candyll does not reimburse or issue any price difference — this is your obligation as the seller — and a Customer may report an incorrect price or a refusal to honour the applicable price.

5.6 Genuine participation and real limits only. Pledge and Final Confirmation counts shown on Group Deals must reflect real Customer demand, and every slot, quantity, capacity, inventory, threshold, and availability figure you publish or supply must be real and currently accurate. You and your Merchant Staff must not Pledge to your own Deals, create or use Customer accounts to inflate participation, direct others to make Pledges or Final Confirmations they do not intend to keep, fabricate purchases or redemptions, or otherwise manipulate thresholds, deadlines, price tiers, slot or inventory limits, rankings, or metrics. Neither you nor your Merchant Staff may offer, give, or promise money, gifts, discounts, or anything else of value to any Candyll director, officer, employee, contractor, or agent to influence Deal approval, verification, ranking, placement, featuring, or any enforcement decision.

5.7 Threshold, price-tier, and deadline changes. After a Group Deal is published: you may lower a participation threshold (a lower threshold only improves the Deal's chance of unlocking a better group price), but you must never worsen a Customer's position on a tier the Customer has already been shown; and you may extend a Deadline only if every Customer who has already Pledged or Final Confirmed is notified and given a genuine opportunity to withdraw before the extension takes effect. You must not shorten a Deadline after Customers have Pledged. You must not raise a Final Locked Price after lock (Section 6).

5.8 Listing content licence (limited to what the Platform needs). You grant Candyll a non-exclusive, royalty-free licence to host, store, display, reproduce, resize, format, create thumbnails of, distribute within the Platform, moderate, and preserve as evidence the business information, text, images, and other content you submit — for the purposes of operating and providing the Platform, presenting and promoting the Deals you publish on it, handling complaints, and meeting Candyll's legal obligations — and you confirm you have the rights needed to grant it (Section 5.14). To the extent moral rights subsist in content you supply, you consent only to the resizing, cropping for layout, thumbnailing, formatting, moderation, and display described here, and to being credited or not credited as the Platform's layout requires; this is a limited consent for those purposes only and is not a general waiver of moral rights. You remain responsible for your listing content and for any third-party claims arising from it.

5.9 Prohibited listings. You must not list anything that is unlawful to sell, that requires a licence you do not hold, or that Candyll's Terms of Service prohibit on the Platform.

5.10 Category eligibility. Only categories Candyll designates as eligible for the pay-at-store group model may be listed. Candyll may limit, gate, or decline categories where the no-payment, pay-at-store model creates elevated risk (for example, exact-quantity or custom production, high-cost advance-purchase inventory, bespoke services, or very strict fixed-capacity events), and may change category eligibility prospectively. Listing in an eligible category does not relieve you of any obligation in these Merchant Terms.

5.11 Serve eligible Customers without prohibited discrimination. You must serve eligible Deal Pass holders without discrimination prohibited by the BC Human Rights Code. This restates duties that Code already imposes on you and creates no new protected categories.

5.12 Advertising accuracy; no false urgency or manufactured scarcity. This Section applies to every claim you make or supply about a Candyll Deal or your business — in a listing, title, description, photo, caption, tag, message to Customers through the Platform, or anywhere else you present a Candyll Deal.

(a) What you represent. Every claim you make or supply must be true, accurate, current, and complete; must not be misleading either in its literal meaning or in the general impression it creates; must be supported by adequate and proper substantiation that you already hold before the claim is published; and must be updated or removed as soon as the circumstances that supported it change. The general-impression test applies to the whole presentation — wording, images, emphasis, placement, and what is left out, taken together — not to each sentence read on its own.

(b) What you must not do. You must not:

• create false urgency or manufactured scarcity, or present ordinary availability as unusually limited;
• restart, repeat, or continuously reset a countdown, timer, or deadline to create artificial pressure (Deadline changes are governed by Section 5.7);
• state or imply a slot, quantity, capacity, threshold, or inventory limit that is not real (Section 5.6);
• hide a mandatory fee, charge, surcharge, minimum, tip requirement, or restriction that a Customer must accept to obtain the Deal, or disclose it only after the Customer is committed (Sections 6.2 and 7.1);
• advertise a price, item, or service that a Customer cannot reasonably obtain on the terms advertised;
• use "verified", "approved", "certified", "guaranteed", "official", "endorsed", or similar wording without both the authorization of whoever grants it and evidence you can produce — and never in a way suggesting that Candyll has verified, approved, endorsed, or guaranteed you, your business, your prices, or your claims (Section 5.5A);
• create, buy, solicit, incentivize, or publish fabricated reviews, ratings, testimonials, purchases, redemptions, or participant counts, or present anyone connected with your business as an independent Customer (Sections 5.6 and 14.2); or
• make a health, safety, environmental, origin, ethical-sourcing, performance, or professional claim without the substantiation the law requires (Sections 5.3, 5.4, and 5.13).

(c) Platform-generated figures. Participant counts, thresholds, deadlines, countdowns, slot availability, and similar figures shown on the Platform are generated by Candyll's servers from real activity. You must not alter or simulate them, reproduce them inaccurately, present them out of context, or describe a Platform figure as something it is not (Section 13.5).

(d) Candyll's rights. Candyll may request supporting evidence for any claim, add a qualification, decline, suppress, or remove a claim, pause or unpublish a Deal, or restrict publishing, where it reasonably considers a claim inaccurate, unsupported, or misleading — leaving the underlying Deal listed at its group price where that is the appropriate correction. Material enforcement is taken for a recorded reason and with human review (Section 16.1). Candyll does not pre-approve or independently verify every Merchant claim, and its exercise or non-exercise of these rights neither adopts your claim as Candyll's own nor reduces your responsibility for it.

(e) No public comparison claims. Nothing in this Section permits a public Regular Price, crossed-out price, percentage-off, "you save", or savings claim. Those remain prohibited under Section 5.5; the Platform displays the Candyll Group Price only.

5.13 Environmental claims and greenwashing. In this Section, an environmental claim is any representation about the environmental, climate, emissions, energy, water, waste, recyclability, biodegradability, sourcing, animal-welfare, or sustainability characteristics or benefits of a product, service, ingredient, package, process, facility, or of your business as a whole.

Why this Section exists. Bill C-59 strengthened the federal Competition Act's treatment of environmental claims, and the obligation to hold adequate and proper substantiation sits with the person making the claim. On March 26, 2026, legislative changes eliminated private access to the Competition Tribunal for greenwashing-related cases; Competition Bureau enforcement and the Competition Act's general false-or-misleading-representation provisions continue to apply, as do British Columbia consumer protection law and every other law that applies to you. This Section allocates responsibility for environmental claims between you and Candyll and gives Candyll the moderation rights it needs. It does not give Candyll immunity of any kind, and it does not exclude or reduce any liability applicable law imposes on Candyll directly for Candyll's own conduct or for representations Candyll itself makes (Sections 4.5 and 20(4)).

A. Accuracy warranty. You represent and warrant that every environmental claim you submit, supply, or make on or about a Candyll Deal is truthful, accurate, current, and complete, and is not misleading in its literal meaning or in the general impression it creates.

B. Evidence you must hold before you claim. Before you submit an environmental claim you must already possess adequate and proper substantiation appropriate to that claim — held before the claim is made, not assembled afterwards — including, where applicable: recognized testing; scientific evidence; a stated methodology; lifecycle analysis; regulatory approval; supply-chain evidence; certification; an audit report; and, for a claim about your business as a whole (for example a climate, emissions, or sustainability commitment), documentation supporting the business-level claim, its baseline, and the progress asserted.

C. Specificity. Every environmental claim must clearly identify: what it covers — which product, service, component, packaging, process, facility, or business activity; its geographic and time boundaries; every material qualification, condition, or exclusion; the comparison baseline, where the claim is comparative; the measurement method; the certification body, the owner of the certification, and its expiry date, where certification is relied on; and any further limitation needed so that the overall impression is not misleading. A narrow benefit must never be presented as a general one.

D. Terms you must not use unless the specific claim is supported and qualified. You must not use unsupported or materially vague terms, including: eco-friendly, green, sustainable, clean, non-toxic, zero impact, carbon neutral, net zero, climate positive, 100% recyclable, biodegradable, compostable, organic, ethical, and environmentally safe. Any of these terms may be used only where the specific claim is adequately substantiated under paragraph B and properly qualified under paragraph C — and, where a term is regulated or certified (for example "organic"), only where you hold the certification or approval the law requires.

E. Producing evidence; updating and withdrawing. You must provide your substantiation promptly when Candyll requests it, in a reviewable form, including the evidence issue and expiry dates and the responsible certification body and number. You must update or withdraw a claim as soon as its evidence expires, is withdrawn, becomes unreliable, or no longer supports the wording used. Where Candyll requires evidence for a claim, the claim fails closed: it is not published — and a published claim is suppressed — while required evidence is missing, rejected, or expired.

F. Candyll's enforcement rights. Candyll may, with or without advance notice where that is reasonably necessary: request evidence; add a qualification to a claim; reject a claim; suppress a claim; pause or unpublish a Deal; remove content; suspend your account; terminate your Merchant account; preserve evidence and related records; cooperate with a regulator, including the Competition Bureau and Consumer Protection BC; and notify affected Customers where that is legally appropriate. Material enforcement is taken for a recorded reason and with human review (Section 16.1). Candyll's possession of these rights does not create a general duty to independently verify every Merchant claim, and Candyll's exercise or non-exercise of them does not adopt your claim as Candyll's own or reduce your responsibility for it.

G. Your responsibility and indemnity. You are responsible for every environmental claim and item of supporting content you supply. To the extent permitted by law, you will indemnify Candyll on the terms and following the procedure in Section 17.1 — including its notice, cooperation, control-of-defence, and settlement-consent provisions — for losses, claims, investigations, penalties, fines, and reasonable legal expenses arising from a false or misleading environmental claim you supplied, from missing or inadequate substantiation, from misuse of a certification, from your breach of this Section, or from your contravention of the Competition Act or other applicable advertising law. As under Section 17.1, this does not require you to indemnify Candyll to the extent a claim arises from Candyll's own fraud, wilful misconduct, or any responsibility that cannot legally be transferred, and it creates no immunity for Candyll's own conduct.

5.14 Content you supply: ownership, copyright, and cooperation. For every photo, video, logo, menu, description, graphic, text, music, or other work you or your Merchant Staff upload or supply:

(a) you own it, or you hold every licence, permission, model or property release, and consent needed to upload it and to have Candyll use it as Section 5.8 describes, and you have the authority to grant that licence; (b) you will not upload anything that infringes another person's copyright, trademark, design, moral, personality, publicity, or privacy rights, and you will not copy content from Google or another search or maps service, a social-media account, another marketplace, a competitor, a photographer, or a supplier without that person's permission; (c) you will cooperate promptly and in good faith with any complaint investigation Candyll conducts about your content — including a copyright complaint — and will produce the licence, release, or permission you rely on when Candyll asks; and (d) you will remove or replace content promptly when Candyll requires it; Candyll may itself remove, suppress, or restrict access to content that is the subject of a credible complaint, and may preserve that content and the related records as evidence.

Candyll maintains a copyright complaint, notice-forwarding, evidence-preservation, and content-restriction process; complaints go to admin@candyll.com and Candyll does not provide an uploader's identity or personal information to a claimant without consent, lawful authority, a court order, or another valid legal basis. You remain responsible for third-party claims arising from content you supplied, and your indemnity for those claims is the one in Section 17.1(c) — this Section creates no separate or additional indemnity.

6. Group pricing, Final Confirmation, and the Final Locked Price you must honor

6.1 How the group price is set. For a Group Deal, the group price can move during recruitment as Customers Pledge and complete Final Confirmation. When the Deal locks, the Final Locked Price is fixed based on the number of Final Confirmed Participants at the moment of lock — not on how many Customers actually visit or redeem afterward. You pre-approve every price tier when you set up the Deal.

6.2 You must honor the Final Locked Price ("unlocked = must be honored"). Once the Final Locked Price is locked, you must honor that price for every eligible Deal Pass holder who redeems within the Deal's stated redemption conditions and window. You may not raise the Final Locked Price, add mandatory fees that were not disclosed, substitute materially different goods or services, or impose conditions that were not in the listing — including for the reason that fewer Customers visited than were Final Confirmed. The price shown to a Customer is the price you owe that Customer at Redemption.

6.3 No-show risk is yours to plan for; Candyll guarantees no visit or sale. A threshold on a Group Deal is a count of Final Confirmed Participants, not a count of guaranteed sales. Candyll does not guarantee that any Pledge, Final Confirmation, or Deal Pass results in an actual visit or a completed purchase, and does not guarantee any level of Customer demand, footfall, redemptions, or revenue. You acknowledge that some Final Confirmed Participants will not visit (no-shows) and you set your thresholds, capacity, and any expected-redemption buffer accordingly. Expected-redemption forecasts the Platform may show are estimates, not guarantees.

6.4 Redemption verification is available for your protection. Candyll provides in-store Redemption verification so you can confirm, before honoring a Final Locked Price, that the person in front of you holds a valid, unredeemed, non-expired Deal Pass for the correct Deal and location. Verification protects you from invalid, duplicated, expired, wrong-location, or already-redeemed Deal Pass use. You are not required to extend a Final Locked Price to anyone who cannot present a valid Deal Pass through the Platform's verification.

6.5 Optional attendance protection (two-target model). When you create a Group Deal you may optionally enable attendance protection. If you do, you set an internal required-attendance figure — the number of paying visits your pricing actually needs — and the Platform displays a public confirmation target that may be higher than your internal figure, so that ordinary no-shows are absorbed before your economics are at risk. Two rules are fundamental to this feature: (a) the public target shown to Customers is the genuine unlock threshold — the Deal really locks when that number of Final Confirmed Participants is reached, and no hidden higher floor is ever applied against Customers; and (b) you see both numbers in your dashboard, while Customers never see your internal required-attendance figure. Any show-rate suggestion the Platform offers when you choose a target (currently based on a default expected show rate of 0.75) is an estimate to help you plan, not a guarantee; Section 6.3 stands unchanged — Candyll does not guarantee attendance, visits, or sales.

7. Fulfilment, Redemption, and appointments

7.1 Honor what you listed. For every Deal Pass a Customer validly redeems, and every Slot Booking a Customer makes, you must provide the listed goods or services, at the Final Locked Price (or the listed slot price), on the listed terms, within the stated window.

7.2 Redemption duties. You must be open, staffed, and stocked to serve eligible Deal Pass holders throughout the stated visit or pickup window; support each Redemption through the method the Platform provides; and treat Customers courteously. In the Platform's standard mode, the Customer scans your fixed Candyll QR code at your store — which opens a short usage-preparation session and verifies eligibility without using the Deal Pass — and the Customer, not you, records the use by deliberately pressing "Use Deal Pass" at the counter; a use recorded this way is a customer-confirmed use, not a verification by you, and the Customer's app shows a short live confirmation screen you can rely on at the counter. You may optionally enable a verification mode for your business, a location, or a Deal — Staff PIN (your staff enter a short code on the Customer's screen), Merchant Confirm (your staff approve the pending use from your dashboard), or Staff Scan — in which case your staff verify each use through that mode. Whatever the mode, a recorded use is an eligibility record only: Candyll never confirms or verifies payment, records only that a Deal Pass was used, how the use was verified, and any usage-dispute status — never whether, how, or how much you were paid — and no Platform record is a statement that you were paid. You must not record or verify a use except when the Customer is actually served, and you must keep the Platform's Redemption and usage records accurate. If you need to change a visit or pickup window after lock, you must promptly notify affected Customers through the Platform and offer a reasonable alternative.

7.3 Bypassing verification. If you choose to grant a group price without verifying Redemption through the Platform, you do so at your own risk and remain bound by these Merchant Terms. Repeatedly bypassing verification may lead to warnings, campaign limits, or suspension under the Platform Access & Suspension Policy.

7.4 Appointments. For Slot Booking Deals you must honor the booked date and time. If you must reschedule, give the Customer as much notice as possible and offer alternatives; if no alternative works for the Customer, treat it as a Merchant cancellation. If an event beyond your reasonable control prevents an appointment, Section 21.8 applies — it excuses only what the event actually prevents and does not release you from the duties in this Section. Because the Customer pays you directly at the store, any deposit, cancellation, or no-show charge is a matter of your own in-store terms disclosed on the Deal page and applied by you directly — Candyll neither collects nor enforces any such charge.

7.5 Perishables. For perishable goods, you bear the risk of spoilage until the Customer is served within the stated window. Your listing's redemption and window terms should account for perishability but cannot override a Customer's legal rights.

7.6 Customer complaints. You must respond to fulfilment and quality complaints promptly and in good faith and resolve them directly with the Customer (Section 8).

7.7 Published slot availability is your own offer, and confirmation is automatic. The slots, dates, times, capacities, and quantities you publish are your own offer to serve a Customer on those terms. When a Customer selects a published slot and completes the Platform's final review step, the booking is confirmed immediately — there is no Merchant approval step — and by publishing a slot as open you give your advance authorization for that confirmation. You must therefore keep published availability accurate and current at all times: publish only slots you can actually staff and serve; keep capacity and quantity figures real (Sections 5.6 and 5.12); close or remove availability as soon as it is no longer available; and reconcile Platform availability with any other booking channel you operate, so that no Customer is confirmed into a slot you cannot honour. A booking confirmed on your published availability binds you. If you must cancel a confirmed slot, you must do it through the Platform's Merchant cancellation flow and select the reason code that actually applies, with a written explanation where the flow asks for one; an unexplained or off-Platform cancellation is not permitted and the system refuses it. Every such cancellation is recorded on your account and counts toward your cancellation record, the affected Customer is never marked at fault or treated as a no-show, and Sections 7.4 and 21.8 continue to apply.

7.8 A confirmed booking keeps the terms it was confirmed on. When a booking is confirmed, the Platform records a write-once snapshot of the terms the Customer accepted — the Deal, the Merchant identity as then recorded, the price, the slot, the location, the redemption conditions, the cancellation and no-show terms, and the version of these Merchant Terms and the other legal documents then in force. You must honour every confirmed booking on its snapshot terms. Editing, repricing, rescheduling, re-describing, unpublishing, or deleting the underlying Deal afterwards takes effect for future bookings only: it never changes, rewrites, or withdraws a snapshot already recorded, and Candyll will not alter a recorded snapshot at your request. A later change to your legal name or entity likewise leaves a snapshot recorded under your prior identity untouched (Section 2.5(e)). If you genuinely cannot perform on the snapshot terms, your route is the cancellation flow in Section 7.7 together with the notice and alternatives required by Sections 7.4 and 21.8 — never a unilateral change of terms.

8. Customer issues: refunds, exchanges, and product/service problems

8.1 You handle refunds, exchanges, and issues directly. Because the sale and the payment are between you and the Customer at your store, you alone handle all refunds, exchanges, price adjustments, cancellations, and product or service issues for that sale, directly with the Customer, in accordance with your posted policies and applicable law (including any non-waivable BC consumer-protection rights). You issue any refund using the same direct method by which the Customer paid you.

8.2 Candyll does not refund customer purchases and holds no funds. Candyll does not receive, hold, route, or refund any customer purchase money, does not fund or offset any refund, and operates no refund, chargeback, payout, settlement, or reserve process for your sales, because no customer funds ever pass through Candyll. There is no Candyll "refund review gate" over your sales. The Candyll Cancellation, Redemption & Refund Policy explains, for Customers, that refunds and exchanges for in-store purchases are handled by the Merchant.

8.3 Deal Pass problems are eligibility matters, not money matters. If a Customer disputes a Deal Pass (for example, claims a valid Deal Pass was wrongly refused, or that a use was wrongly recorded), Candyll may review the eligibility, usage, and Redemption records and correct the Platform record, but Candyll owes no Customer or Merchant any price difference, refund, or payment, because Candyll is not the seller and holds no funds. A refusal to honor a valid Deal Pass is a matter between you and the Customer and may be recorded against you (Section 6.2, Section 16).

8.4 Usage-issue reports and reversals. A Customer may report a problem with a recorded Deal Pass use; you may likewise report, through your dashboard, a recorded use that you believe did not occur. A report never changes the record by itself: only Candyll's review can reverse a recorded use. A reversal is an eligibility correction — the use is marked reversed and the Deal Pass disputed; where the Customer remains eligible, Candyll may issue the Customer a replacement Deal Pass at the same Final Locked Price. A reversal moves no money and creates no payment obligation for you, the Customer, or Candyll. Every reversal and correction is recorded and auditable, and reversal events affecting your store appear in your merchant audit log. Not contesting a recorded use is not a verification: an uncontested use remains a customer-confirmed eligibility record and is never treated as your confirmation of the visit or of any payment (Section 7.2).

9. Candyll's fees — free during Candyll's early launch

9.1 Currently free. During Candyll's early launch period, Candyll charges you no platform fees:

• Subscription fee: CA$0
• Commission: 0%
• Setup fee: CA$0
• Campaign fee: CA$0
• Listing fee: CA$0

Because Candyll processes no customer payment and receives no sales proceeds, there is no transaction from which any fee is deducted and no merchant billing flow at launch.

9.2 Not "free forever". The pricing in Section 9.1 is Candyll's current early-launch policy, not a permanent or lifetime guarantee. Candyll does not promise "free forever", "0% forever", or "no fees ever".

9.3 Future pricing — advance notice, no retroactive fees. Candyll may introduce or change fees (for example, a subscription, commission, campaign, listing, featured-placement, or premium-tools fee) in the future. If it does, Candyll will: give you clear advance notice; state the effective date and the fee structure; where appropriate, require your consent or acceptance of updated terms before the fee applies to you; and not charge any new fee retroactively for activity that occurred before the fee took effect. Any future fee would be billed to you directly by Candyll — it would not be deducted from any customer payment, because Candyll never handles customer payments.

10. Taxes

10.1 You are solely responsible for tax on your sales. As stated in Section 1.2, you alone are responsible for your own tax registration and for determining, charging, collecting, reporting, remitting, and filing every tax that applies to your sales to Customers — including GST/HST and BC PST where applicable — for your own tax filings, books, and records, and for issuing any tax documentation the law requires. Candyll does not collect or remit any customer-transaction tax and is not a marketplace facilitator that collects PST or any other tax on your sales.

10.2 No marketplace-facilitator tax collection by Candyll. Because Candyll never collects the customer's payment, no marketplace-facilitator collection-and-remittance obligation applies to Candyll for your in-store sales, and Candyll will not collect, show, or remit BC PST, GST/HST, or any other customer-transaction tax on those sales. (This replaces and removes the prior "Candyll collects and remits the applicable tax as an online marketplace facilitator" clause, which does not apply to a pay-at-store, no-payment model.)

10.3 Registration numbers. If you are or become GST-registered, you must provide your GST registration number during onboarding or promptly after registration, keep it current, and tell us if your status changes. Tell us also if you are PST-registered where relevant to your category. Candyll uses this to keep accurate seller records, not to collect tax on your sales.

10.4 Taxes on Candyll's own fees (future only). Candyll's own fees to you, if and when they begin (Section 9.3), are exclusive of applicable taxes; where GST/HST and/or BC PST applies to those fees — including the BC PST that can apply to online marketplace services charged to you even where your own sales are not PST-taxable — it will be added and itemized separately on your fee invoices. This concerns Candyll's own B2B revenue only and is entirely separate from tax on your sales to Customers.

10.5 Misclassification. You are responsible for correctly classifying your goods and services for tax purposes on your own sales. You will indemnify Candyll for taxes, interest, penalties, and reasonable costs Candyll incurs because seller or tax information you provided to Candyll was wrong or incomplete.

10.6 Information Candyll may reasonably request. You must provide, promptly and in the form reasonably requested, any additional information, document, or confirmation Candyll reasonably needs for a legal, tax, audit, regulatory, or reporting compliance purpose — for example to confirm your legal identity or registration status, to complete or refresh a verification under Section 2.5 or 5.2B, to respond to a lawful request from an authority, or to keep its seller records accurate and current. Candyll will limit each request to what the purpose reasonably requires.

10.7 Retention and legally required disclosure. You acknowledge that Candyll retains the merchant identity, registration, licence, tax, Deal, Deal Pass, and Redemption records described in these Merchant Terms and the Privacy Policy for as long as the applicable retention period requires, and that Candyll may retain and disclose information it holds about you to a tax authority, regulator, court, or law-enforcement authority where the law requires it or where disclosure is otherwise lawfully compelled or permitted. Candyll discloses no more than the request or the law requires, and will tell you where it is lawful and practicable to do so.

10.8 You must not say Candyll has taken on your tax obligations. You must not state or imply — and must not allow any listing, receipt, invoice, signage, advertisement, staff statement, or communication with a Customer or an authority to suggest — that Candyll collects, remits, reports, or is otherwise responsible for any tax on your sales, that Candyll is the seller or Merchant of Record, or that Candyll is a marketplace facilitator for your sales. It is none of those things (Sections 1.1, 1.2, 4.1, and 10.2).

10.9 Your point-of-sale records. You must create and retain your own point-of-sale and accounting records for every sale you make to a Deal Pass holder, showing at least the actual consideration you received, the taxes you charged and the basis for them, any refund, exchange, price adjustment, discount, tip, extra, substitution, or other adjustment, and the date and location of the sale. These are your records and your responsibility: Candyll does not hold them, cannot reconstruct them, and does not know what you were actually paid — the Platform records Deal Pass eligibility and usage only (Sections 7.2 and 13.5). Retain them for the period the applicable tax and business-records law requires.

10.10 Cooperation with a documented tax review. Nothing in these Merchant Terms states, or may be read as stating, that Candyll presently has a reporting obligation under Part XX of the Income Tax Act (Canada) — the reporting rules for digital platform operators. Under the current paymentless, pay-at-store facts — Candyll receives no customer payment, makes no payout to you, and does not know the final amount you were actually paid — Candyll's position is that Part XX reporting is currently not applicable, with the underlying information kept data-ready and the position reassessed annually and whenever the facts change. If the legal or factual position changes — for example if the law changes, if a tax authority determines otherwise, or if Candyll introduces a feature that alters the analysis — you will cooperate with a documented Part XX or other tax review, provide the seller information the applicable rules then require, and accept that Candyll may then need to collect additional information from you and report it, in each case only as the law then requires and with notice to you wherever notice is lawful. This Section transfers none of your tax obligations to Candyll and none of Candyll's to you.

11. Planned features not currently available (Maple Wallet; Deal Ambassador)

11.1 Merchant Maple Wallet — planned, not currently available. Maple Wallet is a planned feature and is not currently available. Candyll does not currently hold merchant sales proceeds, maintain any merchant cash or credit balance, or provide any merchant payout, withdrawal, top-up, transfer, or settlement functionality through Maple Wallet or otherwise. No balance is created, no credit is earned or spent, and no funds move. If Candyll offers Maple Wallet in the future, it will publish terms and the applicable disclosures first.

11.2 Deal Ambassador — planned, not currently available. Deal Ambassador features may be introduced in the future. These features are not currently available, and no referral commission, reward, credit, or payout is currently offered to any Merchant or Customer. Nothing on the Platform or in these Merchant Terms should be read as an active referral or reward program. If Candyll offers such features in the future, it will re-review compensation structure, referral and endorsement disclosure, tax reporting, contractor/employment classification, payout method, anti-fraud, merchant-funding responsibility, consumer protection, privacy, and terms acceptance, and will publish terms first.

12. Staff accounts and roles

12.1 Roles. A Merchant account has one owner and may have Merchant Staff in two roles: manager and staff. You choose who gets access and at what level, through the invitation flow in your dashboard.

12.2 Owner-only functions. Sensitive account functions — including business verification, team management, tax and seller information, and account settings — are available only to the owner. Manager and staff roles cannot see or operate these functions, and Candyll will not extend owner-only access to non-owner roles at your request. (Candyll operates no payout, settlement, or wallet functions for you; see Sections 1, 4, 9, and 11.)

12.3 You are responsible for your staff. Everything Merchant Staff do on your account is treated as done by you. You are responsible for choosing trustworthy people, limiting their role to what they need, and removing access promptly when someone leaves or changes duties.

12.4 Credentials. Each person must use their own login. Sharing credentials, or continuing to use a departed employee's access, is a breach of these Merchant Terms. Notify us at merchantsupport@candyll.com immediately if you suspect unauthorized access to your Merchant account.

13. Customer data

13.1 Minimal purpose. Through the Platform you receive only the Customer information needed to serve eligible Deal Pass holders — such as Deal and Deal Pass details, visit or appointment details, and Redemption verification. You may use that information solely to fulfil the relevant sale and meet your legal obligations, and for no other purpose. You receive no Customer payment-card or payment data through the Platform, because Candyll processes no customer payments. You are not given a Customer's account identifier, real name, email address, or full phone number; where a Deal, booking, or Redemption needs a reference, the Platform gives you a per-Deal pseudonymous reference instead, and Candyll will not release the underlying identity to you on request.

13.2 No off-platform marketing without your own consent basis. You must not use Customer information obtained through the Platform to market to Customers off the Platform unless you have your own valid legal basis and consent that you collected yourself, in compliance with privacy and anti-spam law. Buying, selling, or sharing Platform-derived Customer data is prohibited.

13.3 Protection and disposal. You must protect Customer information in your possession with reasonable safeguards, limit access to those who need it, and securely delete it when it is no longer needed. You must promptly notify Candyll at merchantsupport@candyll.com if you suffer a security incident affecting Platform-derived Customer data.

13.4 Privacy law. You are independently responsible for complying with the privacy laws that apply to your handling of personal information.

13.5 Usage analytics are usage records, not sales records. The insights the Platform shows you about Deal Pass activity — for example, QR opens (scans), usage sessions started, customer-confirmed uses, store-verified uses, reported issues, and reversed uses — describe Deal Pass usage flow only. They are never sales, revenue, GMV, order, or purchase figures, and Candyll makes no representation that any recorded use corresponds to a completed purchase or to any amount paid to you. Any conversion figure the Platform shows (for example, the ratio of QR opens to uses) is a Deal Pass usage-flow conversion, not a purchase conversion. Your own point-of-sale and business records are the only records of your sales, and you must not present Platform usage metrics as sales, revenue, or tax records (Section 10.9).

13.6 Cooperation with security and privacy incidents. If Candyll is investigating a suspected security or privacy incident involving your account, your Merchant Staff, your devices, or Platform-derived Customer data in your possession, you must cooperate promptly and in good faith: preserve the relevant records and logs, give Candyll the factual information it reasonably requests, take the containment steps Candyll reasonably requires (for example resetting credentials or removing an account's access), and neither destroy nor alter evidence. You must not describe Candyll's role inaccurately in any public statement or Customer notification about the incident, and you remain responsible for any notification the law requires you to make. This Section transfers neither your own obligations under privacy law (Section 13.4) nor Candyll's obligations for the personal information Candyll handles (Section 4.5).

14. Reviews

14.1 What you can see. Merchants receive aggregate review data only: overall and per-period average star ratings, rating counts, tag counts, and whether a review includes a comment. You will not receive review comment text, reviewer names, or any information identifying a reviewer, and Candyll will not provide them on request. Review text is visible only to its author and to Candyll for moderation.

14.2 Integrity rules. You and your Merchant Staff must not: review your own business or a competitor's; offer payment, discounts, refunds, or anything else in exchange for reviews, ratings, or the removal or alteration of reviews; condition service on favourable ratings; or attempt to identify, contact, or retaliate against a reviewer. Incentivized or fake reviews are deceptive practices under the federal Competition Act and are grounds for enforcement action.

14.3 Moderation. Candyll may hide reviews that violate the Review & User Content Policy. Candyll does not selectively suppress unfavourable ratings, and no Merchant can pay to alter its rating.

15. Reliability limits and abuse controls

15.1 Lightweight protection against abusive pledging. To protect Merchants from abuse of the free Pledge system, Candyll may apply lightweight limits to Customers — for example, a limit on how many Pledges a Customer may hold at once, or a short cooldown after a Customer repeatedly obtains a Deal Pass and then does not redeem it. These are protective friction measures.

15.2 Not automated suspensions; human review. These lightweight limits are not automated account suspensions, are not a public "strike" or trust-score penalty shown to Customers, and do not by themselves close a Customer's account. Any actual suspension or termination of a Customer for reliability or abuse reasons involves human review before it takes effect. Candyll discloses the same in its Customer-facing Terms of Service and Privacy Policy.

15.3 No self-help penalties by you. Because Candyll holds no funds and you are paid at the store, you must not impose your own monetary no-show penalties through Candyll. Any deposit or cancellation charge you apply is your own in-store term, disclosed on the Deal page and applied by you directly (Section 7.4).

16. Merchant conduct; suspension, offboarding, and wind-down

16.1 Grounds and process. Candyll may restrict, suspend, or terminate your Merchant account, or remove listings, on the grounds and following the process in the Platform Access & Suspension Policy, which applies to Merchants. Except where immediate action is needed (fraud, safety risk, or a legal requirement), you will receive written notice with reasons and an opportunity to respond and appeal within the stated window. Refusing to honor valid Deal Passes, bypassing Redemption verification repeatedly, non-fulfilment, manipulating participation, or bad-faith cancellations after a Deal locks are grounds for enforcement action.

16.2 No funds to confiscate. Because Candyll holds none of your money and pays you no payout, enforcement never involves withholding your sales proceeds — those are paid to you directly by Customers at your store and never pass through Candyll.

16.3 In-flight Deals. If your account is suspended or terminated, or you choose to leave the Platform: (a) Deals still in recruitment are ended and Customers who Pledged are notified; (b) for Deals already locked, you must either honor outstanding valid Deal Passes in an orderly wind-down or clearly notify affected Customers through the Platform that the Deal will not be honored, at Candyll's reasonable direction — and because Candyll holds no funds, any resulting refund or make-good for a Customer who already paid you is handled by you directly with that Customer; and (c) your listings are unpublished. Candyll will allow a reasonable wind-down period of at least 14 days where circumstances safely permit.

16.4 Leaving voluntarily. You may stop listing and close your Merchant account at any time by notice through your dashboard or to merchantsupport@candyll.com, subject to honoring or resolving locked Deals under Section 16.3.

16.5 Records. Deal, Deal Pass, and Redemption records will be retained and available to you as described in the Privacy Policy and applicable law after your account closes.

17. Liability and indemnity

17.1 Your indemnity. You will defend, indemnify, and hold harmless Candyll and its directors, officers, employees, and contractors from and against claims, losses, damages, fines, penalties, and reasonable legal costs arising out of or relating to: (a) your Deals and the goods and services you sell, including food safety, allergen, personal injury, property damage, and product claims; (b) your breach of these Merchant Terms or of any law; (c) your listing content and any other content you or your Merchant Staff supplied, including any copyright, trademark, moral-rights, personality, publicity, or privacy claim about it (Sections 5.8 and 5.14); (d) your tax obligations on your sales, including the misclassification indemnity in Section 10.5; (e) acts and omissions of your Merchant Staff; (f) your handling of Customer data; (g) any refund, exchange, receipt, tax, or payment dispute arising from the in-store sale, which is between you and the Customer; (h) any false, inflated, or unsubstantiated Regular Price, reference-price, or savings claim, and any inaccurate or misleading Deal information you supplied; (i) your refusal or failure to honour a valid Deal Pass at the Final Locked Price; (j) any mandatory fee or charge you applied that was not disclosed in the listing; and (k) any environmental, sustainability, health, safety, origin, ethical-sourcing, performance, or professional claim you supplied — including missing, inadequate, expired, or misused substantiation or certification for it — and any resulting claim, investigation, or penalty under the Competition Act or other applicable advertising law (Sections 5.12 and 5.13). This Section does not require you to indemnify Candyll to the extent a claim arises from Candyll's own fraud, wilful misconduct, or any responsibility that cannot legally be transferred, and nothing in this Section gives Candyll immunity from, or removes, any liability applicable law imposes on Candyll directly for Candyll's own conduct (Sections 4.5 and 20(4)). Candyll will give you reasonably prompt notice of an indemnified claim and reasonable cooperation, at your expense; a delay in notice relieves you only to the extent you were materially prejudiced. Candyll may participate in the defence of any indemnified claim with counsel of its choosing, and you will not settle a claim that imposes obligations on Candyll without Candyll's consent.

17.2 Platform provided as-is. The Platform is provided on an "as is" and "as available" basis for Merchants. To the maximum extent permitted by law, Candyll disclaims implied warranties and conditions of merchantability, fitness for a particular purpose, and non-infringement, and does not warrant uninterrupted or error-free operation, any level of Customer demand, footfall, Pledges, Final Confirmations, redemptions, or sales, or that any Deal will lock.

17.3 Liability cap. To the maximum extent permitted by law: (a) neither party is liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits or lost business; and (b) Candyll's total aggregate liability to you arising out of or relating to these Merchant Terms or the Platform will not exceed the greater of (a) CAD $100 and (b) the total fees you actually paid to Candyll in the twelve months immediately before the event giving rise to the claim. Nothing in this section limits liability for fraud, gross negligence, wilful misconduct, or any liability that cannot be excluded by law, and nothing limits your indemnity obligations.

18. Dispute resolution and governing law

18.1 These Merchant Terms are governed by the laws of British Columbia and the federal laws of Canada applicable there.

18.2 The parties will first attempt in good faith to resolve any dispute through the escalation path: your dashboard support channel, then written notice to admin@candyll.com, with at least 30 days of good-faith discussion before formal proceedings.

18.3 Disputes that are not resolved will be brought in the courts of British Columbia, and each party submits to their jurisdiction. Either party may seek urgent injunctive relief in any court of competent jurisdiction.

19. Term, termination, and survival

19.1 These Merchant Terms apply from the date you accept them until your Merchant account closes.

19.2 Either party may terminate for convenience on 30 days' written notice, subject to the wind-down obligations in Section 16.3. Candyll may terminate or suspend earlier under the Platform Access & Suspension Policy.

19.3 Sections that by their nature should survive closure of your account — including Sections 1 (pay-at-store and taxes), 2.5 (legal identity and information), 4 (relationship), 5.8, 5.12, 5.13, and 5.14 (content licence, advertising, environmental claims, and copyright), 7.8 (confirmed booking snapshots), 8 (customer issues), 10 (taxes), 13 (customer data), 16.5 (records), 17 (liability and indemnity), 18 (disputes), 20 (order of precedence), 21 (general), and this Section — survive.

20. Order of precedence

These Merchant Terms, the Terms of Service, and the Policies form one agreement for Merchants. If they conflict: (1) these Merchant Terms prevail over the Terms of Service for merchant-specific matters; (2) a Policy prevails over the Terms of Service on the specific topic that Policy owns (for example, the Deal Pass Terms on Deal Pass eligibility and Redemption); (3) the Terms of Service prevail on everything else; and (4) nothing in any document limits a right under applicable law that cannot be waived — if any provision conflicts with such a right, the right prevails.

21. General

21.1 Independent businesses. Nothing in these Merchant Terms creates an employment, agency, partnership, or franchise relationship. Candyll is not your payment agent, collector, or Merchant of Record.

21.2 Assignment. You may not assign these Merchant Terms without Candyll's prior written consent (not to be unreasonably withheld for a sale of your business). Candyll may assign them in connection with a merger, acquisition, financing, or sale of assets, with notice to you.

21.3 Notices. Notices to you will be sent to the email on your Merchant account or shown in your dashboard; material changes will be notified at least 30 days in advance and apply prospectively. Notices to Candyll go to admin@candyll.com.

21.4 Changes. Candyll may update these Merchant Terms prospectively with advance notice under Section 21.3. Deals already published remain governed by the version in effect when they were published.

21.5 Severability; waiver; entire agreement. If a provision is unenforceable, the rest remains in effect and the provision is modified only to the minimum extent needed. A failure to enforce is not a waiver. These Merchant Terms, the Terms of Service, and the Policies are the entire agreement between you and Candyll about the Platform, and English is the controlling language of all of them.

21.6 Business Insurance. Candyll recommends that Merchants maintain commercial insurance appropriate to the nature, size, and risks of their business, including any coverage commonly maintained in their industry. You remain responsible for determining and complying with any insurance obligation that applies to you by law, regulation, licence, lease, professional body, contracting party, or otherwise — this is not a Candyll insurance requirement. Candyll does not provide insurance for Merchants and does not verify that any Merchant's insurance is adequate for any particular activity.

21.7 Headings and construction. Headings and section titles in these Merchant Terms are for convenience only and do not affect their interpretation. Words such as "including", "such as", and "for example" are illustrative and not limiting, and words in the singular include the plural and vice versa.

21.8 Events beyond either party's control (force majeure). Neither party is responsible for a failure or delay in performing an obligation under these Merchant Terms that is caused by an event beyond that party's reasonable control — including natural disasters, extreme weather, fire, epidemics and public-health orders, war or civil unrest, government action, labour disputes, power or telecommunications failures, and outages of third-party services either party relies on. The affected party must tell the other as soon as it reasonably can, take reasonable steps to limit the effect, and resume performance as soon as the event allows.

This Section is not a way out of honoring a Deal Pass or a booking. It excuses only the performance the event actually prevents, and only for as long as it prevents it. It does not suspend Section 6.2 (you must honor the Final Locked Price) or Section 7.1, does not let you refuse a valid Deal Pass or a booked appointment you are able to serve, and may not be invoked for commercial reasons — for example that fewer Customers visited than were Final Confirmed, that the Final Locked Price is lower than you would now prefer, that a full-price customer wants the time, or to run out the clock on a Deal Pass. Invoking this Section in bad faith is grounds for enforcement action under Section 16.1.

If you genuinely cannot perform, or cannot perform safely. You must, through the Platform and without delay: (a) cancel the affected Deal or slot through the Platform's cancellation flow, selecting a reason code (including, where it applies, the force-majeure reason) and giving a written explanation — an unexplained cancellation is not permitted and is refused by the system; (b) let the affected Customers know immediately; (c) offer an alternative where one exists — for a Slot Booking, another available time for the same Deal; and (d) not treat the affected Customers as no-shows. Candyll will record the cancellation, correct the capacity, and mark the affected Customers as not at fault so that their reliability standing is unaffected, and Candyll may restore an affected Deal Pass onto another available time for the same Deal, or extend its redemption window, where that is the appropriate correction (Deal Pass Terms, Section 7.2). Restoration is administered by Candyll, not by you; you must honor a restored or rescheduled Deal Pass on the same terms and at the same Final Locked Price. A cancellation under this Section is recorded on your account, counts toward your cancellation record like any other Merchant cancellation, and repeated cancellations may be reviewed by a person (Section 16.1).

What this Section does not change. It creates no payment, credit, or refund obligation for Candyll, which holds no funds and processes no customer payment (Sections 1 and 8.2); it does not affect what you owe the Customer under applicable law, including any non-waivable rights under British Columbia consumer protection law; and it does not change the limits in Section 17.3.

22. Contact

• Operating entity: Boryne Labs Ltd. (operating as 'Candyll')
• Mailing address: 604-7769 Park Crescent, Burnaby, BC V3N 0J7, Canada
• Merchant support: merchantsupport@candyll.com
• Legal notices: admin@candyll.com
• Privacy: privacy@candyll.com