Terms of service
1. INFORMATION ABOUT US
In these terms and conditions, the words “we”, “us”, “our” and similar expressions refer to 2842084 Ontario Inc., an Ontario company doing business as Porta, whose head office address is at 510 Front Street West, Suite 300 Toronto, Ontario Canada M5V 3H3.
Porta enables members who register for an account to order freshly made, flash frozen Italian food prepared by our chefs, to be delivered to their home or place of work in our specified service area, every 1, 2 or 4 weeks.
3. SERVICE AVAILABILITY
Our Site, App, web applications and mobile applications are only intended for use by people residing in (“Serviced Provinces”), as we may determine from time to time. We do not accept orders from individuals outside the Serviced Provinces.
4. YOUR STATUS
By placing an order through our Site, web applications or mobile applications, as applicable, you warrant that:
- You are legally capable of entering into binding contracts; and
- You are at least 18 years old;
- You are resident in the Serviced Provinces
- You are accessing our Site, web applications or mobile applications, as applicable, from the Serviced Provinces.
5. OUR SUBSCRIPTION CONTRACT AGREEMENT
After placing an order through our standard order form on our Site, web applications or mobile applications, you will receive an email from us acknowledging that we have received your order (“Acknowledgement”). Your order constitutes an offer to us to buy the products listed on our Site by subscribing to a Service, subject to these terms and conditions. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an email that confirms that your order has been accepted (“Confirmation”). We may choose not to accept any orders in our sole discretion. Note that the Acknowledgement and the Confirmation may be contained in the same email.
6. PORTA SUBSCRIPTION SERVICE
We offer three subscription box sizes that can be delivered at three different cadences - weekly, every two weeks and every 4 weeks. Our subscription service is an automatic, recurring weekly subscription (“Subscription Service” or “Active Service”) to Porta products. As part of our Subscription Service, we offer a variety of subscription options that you may choose from a specific number and type of meal kits (“Plan”). On your selected service cadence (i.e. weekly, every 2 weeks or every 4 weeks), you will receive a package from Porta (your “Meal Box” or “Meal Kit”), including the contents of your chosen Plan. You can find the specific details concerning your chosen Plan and the Subscription Service by accessing your account details via the Site or the App. If you do not select meals for your Plan, an automatically generated menu will be selected for you.
If you register for a Porta Plan you will be charged for the initial amount at checkout, followed by recurring weekly, every two weeks or every four week charge based on your selected Plan, unless otherwise skipped by You. By entering into this agreement, you acknowledge that your subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to deactivation. . Until you provide advanced notice that you wish to terminate this authorization, further authorization from you. For all deliveries, you have the option to skip any delivery until 11:59 PM EST two (2) days before the delivery. If you do so, your Meal Kit will not be delivered for that date; however, you will continue to be sent and billed for future Meal Kits in accordance with your Plan (unless you ‘skip’ such delivery(ies) as well). To terminate your authorization or change your payment method, or to terminate your Plan altogether, log on to your Porta account or email email@example.com.
We reserve the right at our discretion to cancel your deliveries and your Plan at any time without giving any reasons for our decision. See further, Price and Payment.
Porta has the right to change, amend, add to, remove, or supplement the Terms or any portion of the Terms at any time and from time to time. This may include changes to our Plans, their frequency or renewal structure, or to our pricing, products, or services. Where required by law, or at our discretion, we will provide you with notice thirty (30) days prior to the effective date of the change by posting a notice on our Site and/or sending a message to the email address (or other contact information we have for you at our discretion) associated with your account. You may refuse the amendment and cancel your agreement with us rather than accept the change. Unless you notify us within thirty (30) days from the time you receive notice of the new Terms that you do not agree to these new Terms, you will be deemed to have agreed to the revised Terms.
The most up to date Terms will be posted on the Site and the App and you should review the Terms prior to using any Products offered by Porta. For new users, unless we specify otherwise, all amendments or modifications to the Terms shall be effective immediately upon publication on the Site and App.
8. PROMOTIONS AND GIFT CARDS
We may offer gift cards, discount promotions and other types of promotional offers that must be activated by online application so that the holder of the gift card or promotion (“Holder”) may receive delivery of the products through a Service. Any such offers may be subject to their own terms in addition to these. You must create or have an existing and valid account with Porta to redeem a gift card. All of the Terms apply to the Holder upon either (a) payment for the gift card or promotion; or if applicable, (b) when the Holder redeems the gift card or promotion by applying for a Plan to commence, whichever comes earlier. A gift card or promotional offer may only be used as specified by the terms of the offer and the applicable value of the gift card or promotion. A gift card or promotion may not be copied, reproduced, distributed, redistributed, transferred to another party (other than as permitted in these Terms), used for commercial purposes, or published either directly or indirectly in any form without our prior written approval. Gift cards and promotions are non-refundable and may only be used to redeem the promotion associated with the applicable offer. We reserve the right to any promotion for any reason at any time. Our gift cards and promotions may only be redeemed through our Website, web applications or mobile applications and not through any other website or method of communication. To use your promotion, you will be required to enter its unique code at the online checkout and use of such code will be deemed to confirm your agreement to these terms and conditions and any special conditions attached to the promotion. Unless otherwise provided, discounts attached to promotions will only apply to the price of the products ordered and not to delivery charges. Delivery charges, if applicable, will be chargeable at regular rates.
Notwithstanding anything contained in these Terms, Porta Gift Cards and eGift Cards (“Porta Gift Cards”) are non-refundable. Resale of Porta Gift Cards is strictly prohibited. Porta Gift Cards may be used as personal or business gifts but may not be used in connection with any marketing, advertising or other promotional activities (including without limitation via websites, internet advertisements, email, telemarketing, direct mail, newspaper and magazine advertisements, and radio and television broadcasts).
9. CONSUMER RIGHTS
If you are contracting as a consumer, and select to receive delivery on a weekday on which we offer delivery service, you may terminate your subscription at any time; pending shipments are subject to the delivery cut-offs detailed in section 6. You will receive a full refund of the price paid for the Products in accordance with our refunds policy (see Section 13 for further details on our refund policy). To terminate a subscription, please email firstname.lastname@example.org.
10. DELIVERY RESTRICTIONS
To receive delivery, you must live in a residential apartment or home, or receive permission from employer or business owner to receive shipments from a business address. You are responsible for securing such permission.
We are only able to deliver to addresses within our selected parts of the Serviced Provinces.
You may elect an alternate receiver located within or near your building or home to accept your delivery. If you do so, you must have the permission of this alternate receiver to provide us with their information for this purpose. This alternate receiver may accept your goods when you are not present at the time for delivery and shall accept the goods under all of the same terms and conditions that would apply had you accepted the delivery yourself. Anyone at your delivery address in our records who receives the delivery is conclusively presumed to be authorized to receive the delivery. If you, your doorman/ concierge, or your alternate receiver are not present, we will use commercially reasonable efforts to contact you. If you cannot be reached, we will make unattended delivery and the package will be left at the indicated delivery address.
The estimated delivery time will be specified in your order; however, as we use a third party to deliver, it is possible that your order will arrive before or after the estimated delivery time. Typically, deliveries take place between 8:00am and 8:00pm ET on the delivery date. We will not be responsible for any delays in delivery which are beyond our control. Deliveries will be shipped on Thursdays, subject to your location and/or applicable holidays; check our menu page for exact delivery dates. You may via the “Account” section of the Site. Modified and a change of a delivery date may not guarantee the availability of your desired items. Cancellation of orders after the required cut-off time will still be charged the full price.
Orders must be received before the posted cut off time for a given delivery. Available delivery windows and associated delivery charges and promotions will be shown as you proceed through the ordering process. You can place your order anytime, up to: two (2) days in advance of your delivery at 11:59 PM EST. Orders must be modified, skipped or canceled two (2) days in advance of your delivery at 11:59 PM EST. Cancellation of orders after the required cut off time will result in the full charge. However, if you make a change to your pre-selected meal, you must do so prior to the posted cut off time for the delivery.
In the case of inclement weather or unforeseen delivery complications, it may be necessary to make adjustments to our delivery schedule, which will cause us to suspend chosen delivery dates and times. If there will be a significant delay, a customer service representative may call or email you to let you know the status of your delivery time. We will deliver your order as quickly as we are able when the conditions permit. If your designated delivery location (i.e., street, avenue) or day is inaccessible, rendering us unable to make the delivery, we will contact you to determine the best alternate location and/or date.
If something is missing from your order, please email our Customer Service department at email@example.com.
Without limiting the generality of any other section of these Terms, we reserve the right to limit or refuse any order you place with us. Further, we reserve the right to verify the validity of all orders and/or cancel any order if we find evidence of fraud, tampering and/or any other violation of these Terms. We may, in our sole and absolute discretion, limit or cancel quantities purchased per person, per household or per order with or without notice. These restrictions may include orders placed by or under the same account, the same credit card, and/or orders that use the same billing and/or shipping address. We also reserve the right, in our sole and absolute discretion, not to ship items ordered or purchased through the Site or App to certain addresses. In the event that we are unable to or choose not to ship an item, you will be notified accordingly and the amount for that item charged in relation to your order will be reduced accordingly. Porta also reserves the right at its sole discretion, to prohibit sales to distributors or resellers.
11. RISK AND TITLE
The Products are sold “FOB Destination, Freight Prepaid and Added,” at your specified delivery address. Transfer of title and risk occurs when the Products arrive and are delivered at your specified delivery address. The Products will be at your risk from the time of delivery. You, and not Porta, are solely responsible for the proper and safe washing, preparation, storage and cooking of any products you receive through our Services. Any use of our Products is at your own risk. Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges.
Porta uses insulated packaging to help maintain the quality and integrity of your products. To maintain the integrity of products after delivery, we recommend that you immediately refrigerate or freeze perishable items. Please note that we reserve the right to limit your order or the quantity of a particular Product that you may order.
12. PRICING AND PAYMENT
By completing an order, you are agreeing to pay, in full, the prices and all applicable taxes and specified shipping and handling and other fees in relation to your order, either by credit card or other permitted payment method. If complete payment for your order is not received and verified by us, your order will not be processed.
Product prices are subject to applicable taxes, and stated delivery charges. The applicable taxes and stated delivery charges will be charged each time you are billed. All amounts on the Site or App are in Canadian dollars. Product prices and delivery charges are subject to change at any time, but changes will not affect orders in respect of which we have already sent you a confirmation.
You may change your payment method at any time by updating your account information. We reserve the right, in our sole and absolute discretion, to change the permitted methods of payment, including without limitation, the credit cards and/or other types of payment options we are able to accept, at any time. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your payment method information or cancel your account, you remain responsible for any uncollected amounts and authorize us to charge your selected payment method, as it may be updated. This may result in a change to your payment billing dates.
As you are registered for, your subscription will automatically continue until you cancel it, and you will be enrolled to receive shipments at that cadence (“Delivery Cadence”). Your first payment occurs when you submit your order. Subsequent payments will occur on the same day of the week as your initial order, and will occur with a frequency based on your selected Delivery Cadence (i.e. weekly, every 2 weeks, or every 4 weeks). You may turn on/off a Delivery Cadence (within order cut off times provided in Section 6) at any time per the cancelation details listed above. You are fully responsible for all activities that occur under your account, and you agree to be personally liable for all charges incurred under your account. Your liability for such charges shall continue after termination of this Agreement. Skipping your Delivery Cadence and/or order cancellation requests require advanced notice to Porta as described in these Terms. If you miss these deadlines, you will be responsible for paying the applicable amount, and for cancellations, the cancellation will take effect the next week.
If you terminate our Service or request a refund following a modified, skipped or canceled order within the applicable notice period (see . If all or part of a Product is determined by us to be defective (“Defective Item”), we will credit you an amount equivalent to the value of the Defective Item towards a future purchase, including any applicable delivery charges and any reasonable costs you incur in refusing the Defective Item. Your refund will be processed to the same payment method used to pay for your Product.
14. PROPRIETARY RIGHTS
This Site, App, and the information and materials that it/they contains, are the property of Porta and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, international conventions and other intellectual property laws. All Porta product names and logos are trademarks or registered trademarks of Porta. All other company and product names and logos are trademarks or registered trademarks of their respective owners in certain countries. Nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Site or any materials displayed on this Site, including without limitation through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with the prior written permission of Porta, which we may withhold in our sole discretion.
15. YOUR PASSWORDS AND ACCOUNT SECURITY
You are responsible for safeguarding the password and user information that you use to access the Services and you are responsible for any activities or actions under your password and user information. You agree to keep your password and user information secure. Porta will not be liable for any loss or damage arising from your failure to comply with these requirements. You are responsible for all usage that occurs under your account. You agree to notify Porta immediately of any unauthorized use of your account or any other breach of security. You should contact Porta at firstname.lastname@example.org. We are not responsible for your failure to comply with this clause, or for any delay in closing your account after you have reported a breach of security to us.
16. LIMITED WARRANTY AND DISCLAIMER
We warrant to you that any Product purchased from us through our Site or Apps will, on delivery, confirm with our description of it. Likewise, our responsibility for defective Services is limited as specified in these Terms.
To the extent permitted by law, the services are provided 'as is' and Porta disclaims all representations, warranties and conditions, either express, implied, statutory, by usage of trade, course of dealing or otherwise including but not limited to any implied warranties of merchantability, non-infringement, title, satisfactory quality or fitness for a particular purpose. Porta does not warrant, endorse, guarantee, provide any conditions or representations, or assume any responsibility for any product or service advertised or offered by any third party through the Site or in respect to any site that can be reached from a link on the Site or featured in any banner or other advertising on the Site, and Porta shall not be a party to any transaction that you may enter into with any such third party.
17. LIMITATION OF LIABILITY
To the extent permitted by law, the remedies described above are your sole and exclusive remedies and our entire obligation and liability for any breach of these Terms, and we disclaim all other warranties, express or implied. Our liability will under no circumstances exceed the actual amount paid by you for the defective product or service that you have purchased from us, nor will we under any circumstances be liable for any consequential, incidental, special or punitive damages or losses, whether direct or indirect. Similarly, under no circumstances shall Porta be liable for any exemplary or other damages whatsoever, including, without limitation, any damages that result from (i) your use of or your inability to use the services, (ii) the cost of procurement of substitute goods or services, (iii) errors, mistakes, or inaccuracies in the materials on the Site or App, (iv) personal injury (including without limitation any allergic reactions to any products received through the services) or property damage of any kind whatsoever arising from or relating to your use of the service, any bugs, viruses, trojan horses, or any other files or data that may be harmful to computer or communication equipment or data that may have been transmitted to or through the Site or the App, or (v) any errors or omissions in any material on the Site, or App, or any other loss or damage of any kind arising from or relating to your use of the services. These limitations shall apply even if Porta has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, Porta’s liability to you for any damages arising from or related to this agreement (for any cause whatsoever and regardless of the form of the action), will at all times be limited to the greater of (a) fifty dollars ($50 CAD) or (b) amounts you've paid Porta in the prior 12 months (if any). The foregoing limitations shall apply to the fullest extension permitted by law in the applicable jurisdiction.
You agree that it is your sole responsibility to ensure that any Products you obtain through the services are suitable for you and to ensure that you do not order any Products that you may be allergic to.
You shall indemnify and hold Porta and its subsidiaries, affiliates, licensors, officers, agents, and employees, harmless from all claims, threats, actions, proceedings, demands, damages, losses, obligations, costs, and expenses including reasonable attorneys' fees, made by any third party due to or arising in connection with your use of the services, any violation by you of these Terms, or any violation by you of any applicable law or regulation. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you here-under, and you shall cooperate as fully reasonably required by us.
19. WRITTEN COMMUNICATIONS
Applicable laws may require that some of the information or communications we send to you should be in writing. When using our Site and our Apps you accept that communication with us will be mainly electronic. We may contact you by email or provide you with information by posting notices on our website or via our Apps in our sole discretion. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirements that such communications be in writing. Notice will be deemed received and properly served immediately when posted on our Site, 24 hours after an email is sent, or on the date of posting a letter. This condition does not affect your statutory rights.
20. TRANSFER OF RIGHTS AND OBLIGATIONS
The contract between you and us is binding and applies to our respective successors and assignees. You may not transfer, assign, charge, or otherwise dispose of this agreement or any of your rights or obligations arising under it without prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of this agreement or any of our rights or obligations arising under it, at any time.
21. EVENTS OUTSIDE OUR CONTROL
We will not be liable or responsible for any failure to perform or a delay in performance affecting any of our obligations under these Terms that is caused by events outside our reasonable control (Force Majeure Event). A Force Majeure Event includes any act event, non-happening, omission, or accident beyond our reasonable control and includes in particular the following:
- Strikes, lock-outs, or other industrial action;
- Civil commotion, riot invasion, terrorist attack war, or threat or preparation of war;
- Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, or other natural disaster;
- Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; Impossibility of the use of public or private telecommunications networks;
- The acts, decrees, legislations, or restrictions of any government.
Our performance under these Terms is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable efforts to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms may be performed.
A waiver by us to exercise a right under the Terms will not constitute a waiver of any subsequent default. If we fail, at any time, to insist upon strict performance of any of your obligations under these Terms, if we fail to exercise any of the rights or remedies to which we are entitled under these Terms, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations. No waiver by us of any of these Terms will be effective unless it is expressly stated to be a waiver and communicated to you in writing in accordance with Section 20.
If any of these Terms or any provision of the Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, this clause will be severed from the remaining Terms, which will continue to be valid to the fullest extent permitted by law.
24. ENTIRE AGREEMENT
25. RIGHT TO TERMINATE
You hereby acknowledge and agree that we reserve the right at any time to modify or discontinue the whole, or any part of, the Site, App, and any Plan, without notice, and that we will not be responsible or liable, directly or indirectly, to you or any other person or entity for any loss or damage of any kind incurred as a result of any such modifications or discontinuance.
26. LAW AND JURISDICTION
These Terms or any dispute or claim arising out of or in connection to the purchase of Products, or related to Contracts and/or their formation, will be governed by the laws of the Province of Ontario and the federal laws of Canada without regard to conflict of laws principles. You hereby irrevocably attorn to the exclusive jurisdiction of the courts of Ontario for any disputes related to these Terms. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the courts of Ontario; and (ii) that the Products and the Services shall be deemed passive and not give rise to the personal jurisdiction over Porta, for either specific or general jurisdiction, in jurisdictions other than Ontario.
27. CONTESTS AND GIVEAWAYS
For contest rules, if we are offering one, please visit www.eatporta.com/giveaway
28. INFRINGING CONTENT
We reserve the right, in our sole and absolute discretion, to modify, edit or remove any content on the Site or App, if a complaint or notice of allegedly infringing materials is received, or for any other reason.
To complain about content and/or to provide notice of allegedly infringing materials on the Site or App, please contact us using the contact information below.
29. ELECTRONIC TRANSMISSIONS
The transmission of data or information over the internet or other forms of networks may not be secure, and is subject to possible loss, interception or alteration while in transit. Porta does not assume any liability for any damage you may experience or costs you may incur as a result of any electronic transmissions over the internet, other forms of networks or otherwise while using the Site or the App. In no event will any information you provide on or through Site or the App be deemed to be confidential, create any fiduciary obligations to you on our part, or result in any liability to you on our part in the event that such information is inadvertently released by us or accessed by third parties without your knowledge or consent . We ask that you please not send personal or financial information to us using unencrypted e-mail messages. You should take reasonable and appropriate precautions to ensure compatibility of any Site or the App you visit with your specific mobile or other device.
30. USER CONDUCT
Without limiting the generality of any other aspect of these Terms, you agree that you shall not:
a. use, copy, modify, download or transfer the Site or the App or any component of either, in whole or in part, except as expressly provided in this agreement;
b. (i) reverse engineer, disassemble, decompile, or translate the Site or the App or any component or content thereof; (ii) attempt to derive the source code of the Site or the App or any component thereof; (iii) create any derivative work from the Site or the App or any component thereof; and/or (iv) authorize or assist any third party to do any of the foregoing;
c. rent, lease, loan, resell, or otherwise distribute the Site or the App or any component thereof;
d. remove or alter any proprietary notice or legend regarding our, or any third party’s, proprietary rights;
e. use the Site or the App or any component thereof except in accordance with the terms of this agreement and all applicable laws and regulations; and/or
f. use the Site or the App or any component thereof: (i) to defraud any third party; (ii) to distribute obscene or other unlawful materials or information; and/or (iii) to disseminate or encourage conduct that could constitute a criminal offence or give rise to any form of liability.
31. CONTACT US
Last updated: November 11, 2021