Business & Wholesaler Commercial Agreement

This Business & Wholesaler Commercial Agreement ("Agreement") governs your participation as a business owner (food or non-perishable) or as a wholesale supplier on the Colibrí platform. It supplements the general Terms of Service.

Version 1.0.0Last updated:

1. Onboarding and verification

Business owners connect a Stripe account to receive payouts and, where offered, complete Stripe Identity verification. Wholesalers additionally undergo a mandatory KYC review of business registration, tax identification and legal documents before an account is provisioned — wholesaler accounts are never self-service and are created directly by Colibrí after this review.

2. Guaranteed sales packages

Rather than a percentage commission on item subtotals, business owners and wholesalers prepay packages of guaranteed sales tokens (`salePackages` for owners, `wholesalerSalePackages` for wholesalers). Each completed order consumes one token from the relevant wallet. You keep 100% of your item subtotal (own stock) or your markup (dropship) — Colibrí does not deduct a per-order percentage fee, except for the catering application fee described in the Terms of Service.

If your package balance reaches zero, you may configure your storefront to either continue accepting orders at a per-order overage rate or automatically pause new orders until you purchase an additional package.

3. Dropship catalog and pricing

Business owners may list wholesaler-sourced SKUs in their storefront and apply their own markup on top of the wholesaler's cost. When a wholesaler edits a master SKU, all derived listings are automatically marked pending review and hidden from customers until the business owner reviews and republishes the change. Orders already placed before an edit are unaffected — each order snapshot is captured atomically at checkout.

4. Wholesaler bond and strike policy

Wholesalers maintain a security bond used to cover fulfillment strikes (e.g., late shipment, stockouts, quality disputes) according to the strike policy configured for their country. Falling below the minimum bond balance, or accumulating strikes beyond the configured threshold, may result in account suspension pending resolution with our compliance team.

5. Delivery auction and third-party shipping

Immediate and same-day priority orders are fulfilled through the driver delivery auction described in the Terms of Service, at zero commission to Colibrí. Non-perishable orders scheduled for next-day or multi-day delivery are shipped through Colibrí's third-party shipping partner; Colibrí passes through the exact carrier cost with no margin, whether the shipment originates from the business owner's own stock or from a wholesaler's warehouse.

6. Payouts

All payouts are processed through Stripe Connect on your configured payout schedule. Colibrí splits each completed order's payment among the business owner (or wholesaler, for dropship items) and, where applicable, the delivery driver, with no manual invoicing required.

7. Service-level obligations

Business owners must keep their storefront hours, catalog availability and preparation times accurate. Wholesalers must fulfill dropship childOrders within the shipping window quoted at checkout and keep warehouse stock levels current to avoid stockout strikes.

8. Suspension and termination

Colibrí may suspend or terminate a business or wholesaler account for repeated service-level failures, fraud, KYC non-compliance, or a bond balance that remains below the auto-suspend threshold after notice. You may close your account at any time by contacting support once all pending orders are resolved.

9. Confidentiality

Catalog pricing, wholesaler cost data and business performance metrics shared through the platform are confidential and may only be used to operate your storefront or warehouse on Colibrí.