Brand Partner Terms & Conditions - Canada

Effective Date: [Date]

Last Updated: [Date]

IMPORTANT: Please read these Brand Partner Terms & Conditions carefully before enrolling as an independent brand partner. By completing your enrollment, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions set forth in this agreement.

This agreement complies with the Competition Act (Canada) and applicable provincial direct selling legislation.

Table of Contents

1. Definitions
2. Independent Contractor Relationship
3. Eligibility and Enrollment
4. Income Disclosure Statement
5. Compensation and Commissions
6. Product Sales and Retail Focus
7. Personal Purchases and Inventory
8. Sponsoring and Building Your Organization
9. Marketing and Advertising Standards
10. Code of Ethics and Conduct
11. Refunds and Returns (Brand Partner)
12. Term, Renewal, and Termination
13. Compliance with Canadian Laws
14. Intellectual Property
15. Privacy and Data Protection
16. Limitation of Liability
17. Governing Law and Dispute Resolution

1. Definitions

• "Brand Partner" or "You" means an independent contractor who has enrolled to market and sell Company products and services.

• "Company" or "We" means the company and its affiliates.

• "Compensation Plan" means the Company's plan for paying commissions and bonuses to Brand Partners.

• "Downline" means the organisation of Brand Partners you personally sponsor and those they sponsor.

• "Sponsor" means the Brand Partner who personally enrols a new Brand Partner.

• "Upline" means the line of sponsorship above you, from your sponsor to the Company.

• "Retail Customer" means a person who purchases products for personal consumption and is not a Brand Partner.

2. Independent Contractor Relationship

2.1 Independent Contractor Status

You are an independent contractor and NOT an employee, agent, partner, legal representative, or franchisee of the Company. You will not be treated as an employee for Canada Revenue Agency (CRA) tax purposes or provincial employment standards purposes. You acknowledge and agree that:

• You have no authority to bind the Company to any obligation

• You are responsible for all federal and provincial taxes on your income

• You are not entitled to employee benefits, including Employment Insurance (EI), Canada Pension Plan (CPP) contributions from the Company, or provincial benefits

• You set your own hours and determine how to operate your business

• You bear all costs and expenses of operating your business

• You may receive a T4A slip for tax reporting purposes if required

2.2 No Territory or Exclusivity

You are not granted any exclusive territory or customer base. The Company and other Brand Partners may compete with you in selling products and recruiting other Brand Partners.

2.3 Business Expenses

You are responsible for all expenses you incur in operating your business, including but not limited to:

• Product purchases for demonstrations and personal use

• Marketing materials and business supplies

• Website and technology fees

• Travel and training expenses

• Phone and internet costs

• Shipping and handling

• GST/HST/PST (where applicable)

3. Eligibility and Enrollment

3.1 Eligibility Requirements

To become a Brand Partner, you must:

• Be at least 18 years of age (or the age of majority in your province)

• Reside in Canada

• Provide a valid Social Insurance Number (SIN) or Business Number (BN)

• Complete the enrolment application accurately and truthfully

• Pay any required enrolment fees

• Agree to these Terms & Conditions and the Company's Policies & Procedures

3.2 One Brand Partner Account

Each individual or entity may maintain only one Brand Partner account. Spouses may operate a joint account. You may not operate multiple Brand Partner positions or have an interest in another Brand Partner's account without Company approval.

3.3 Enrolment Fees and Starter Kits

• Enrolment fee: $[Amount] CAD plus applicable GST/HST/PST

• Optional starter kit: $[Amount] CAD plus applicable taxes (refundable within cooling-off period)

• No additional purchase requirements to become a Brand Partner

3.4 Sponsor Selection

You must designate a sponsor at enrolment. Once your enrolment is processed, your sponsor cannot be changed except in extraordinary circumstances approved by the Company.

3.5 Provincial Direct Selling Requirements

Depending on your province, additional direct selling regulations may apply. You are responsible for complying with provincial consumer protection laws, including cooling-off periods and disclosure requirements.

4. Income Disclosure Statement

IMPORTANT NOTICE REQUIRED BY COMPETITION BUREAU CANADA:

MOST BRAND PARTNERS EARN LITTLE TO NO INCOME. THE SUCCESS STORIES YOU MAY HAVE HEARD ARE NOT TYPICAL. YOUR RESULTS WILL VARY AND DEPEND ON YOUR EFFORTS, SKILLS, AND MARKET CONDITIONS.

THIS IS NOT A GET-RICH-QUICK OPPORTUNITY. BUILDING A SUCCESSFUL BUSINESS REQUIRES SIGNIFICANT TIME, EFFORT, AND SKILL.

4.1 Typical Earnings

The following represents actual earnings of Brand Partners during [Year]:

• Top 1% of Brand Partners: Average annual commission: $[Amount] CAD

• Top 10% of Brand Partners: Average annual commission: $[Amount] CAD

• Top 50% of Brand Partners: Average annual commission: $[Amount] CAD

• All Brand Partners: Average annual commission: $[Amount] CAD

• Percentage earning no commission: [X]%

4.2 Important Disclosures

• These figures represent gross commissions BEFORE expenses

• These figures do NOT include product purchases, marketing costs, travel, training, or other business expenses

• These figures do NOT account for federal or provincial taxes

• Figures include both part-time and full-time Brand Partners

• Results vary widely based on effort, skill, market conditions, and time invested

• Many Brand Partners join solely to purchase products at discount and earn little to no commission

• When business expenses are deducted, many Brand Partners may actually lose money

4.3 No Income Guarantees

THE COMPANY MAKES NO GUARANTEE OF INCOME OR SUCCESS. Your income potential depends entirely on your efforts, abilities, dedication, and market factors beyond the Company's control. Past performance is not indicative of future results.

4.4 Competition Act Compliance - Product-Based Business

THIS IS A PRODUCT-BASED BUSINESS, NOT A PYRAMID SCHEME. Under the Competition Act, your primary income must come from retail sales to customers, NOT from recruiting others. Compensation based primarily on recruitment rather than product sales is illegal under Canadian law.

4.5 Full Income Disclosure

For complete income statistics and detailed earnings breakdown, visit: [Website URL]

5. Compensation and Commissions

5.1 Compensation Plan

Brand Partners may earn income through:

• Retail Profit: Difference between wholesale and retail price on products sold to customers

• Personal Sales Commissions: Commissions on your personal sales volume

• Team Commissions: Commissions based on your downline's sales volume

• Bonuses: Achievement bonuses for reaching specific milestones

The complete Compensation Plan is available at [Website URL] and is incorporated by reference into this agreement.

5.2 Commission Qualification

To receive commissions, you must:

• Maintain an active Brand Partner account

• Meet minimum activity requirements (if applicable)

• Be in compliance with these Terms & Conditions

• Have a valid SIN or BN on file

5.3 Commission Payments

• Commissions calculated and paid [monthly/weekly/bi-weekly]

• Payments made via direct deposit or cheque in Canadian Dollars (CAD)

• Minimum payout threshold: $[Amount] CAD

• Commissions below minimum carried forward to next payment period

• Unclaimed commissions expire after [X] months

5.4 Commission Adjustments

The Company reserves the right to adjust commissions for:

• Returned products or cancelled orders

• Chargebacks or payment reversals

• Calculation errors or system errors

• Violation of policies or fraudulent activity

5.5 Changes to Compensation Plan

The Company reserves the right to modify the Compensation Plan at any time with 30 days written notice. Continued participation constitutes acceptance of changes.

6. Product Sales and Retail Focus

6.1 Retail Sales Requirement - Competition Act Compliance

THIS IS A RETAIL-FOCUSED BUSINESS. Under the Competition Act, the primary focus of your business must be selling products to non-Brand Partner customers. A significant portion of products must be sold at retail to people who are not Brand Partners. Multi-level marketing plans that focus primarily on recruitment rather than product sales are illegal pyramid schemes under Canadian law.

6.2 Prohibited Practices - Anti-Pyramid Provisions

You may NOT:

• Earn commissions primarily from recruiting rather than product sales

• Require recruits to purchase excessive inventory as a condition of participation

• Emphasise recruitment over product sales in your marketing

• Purchase products solely to qualify for commissions (no inventory loading)

• Encourage or require downline members to purchase more products than they can reasonably sell or use

• Make false or misleading representations about the business opportunity

6.3 Pricing

• The Company sets suggested retail prices in Canadian Dollars

• You may not sell products below your purchase price

• You may offer discounts or promotions without Company approval

• All prices must include or clearly indicate applicable GST/HST/PST

• You must clearly disclose final price to customers before purchase

6.4 Product Claims

• You may only make product claims approved by the Company

• Medical or health claims must be supported by scientific evidence and Health Canada approval

• Natural health products must comply with Natural Health Products Regulations

• Personal testimonials must include appropriate disclaimers

• You may not make false, misleading, or exaggerated claims

7. Personal Purchases and Inventory

7.1 No Minimum Purchase Requirements

There is NO requirement to purchase products to remain a Brand Partner or earn commissions, except where specific rank qualifications require demonstrated product knowledge through personal use.

7.2 Personal Use vs. Resale

• You may purchase products for personal/family use at wholesale prices

• Personal purchases should be reasonable for household consumption

• Excessive purchases that cannot reasonably be used or sold within a reasonable time are prohibited

7.3 Inventory Loading Prohibition

INVENTORY LOADING IS STRICTLY PROHIBITED AND ILLEGAL UNDER THE COMPETITION ACT. You may not:

• Purchase more products than you can reasonably use or sell

• Encourage downline members to purchase excessive inventory

• Purchase products primarily to qualify for commissions or rank advancement

• Require or pressure recruits to purchase inventory as a condition of participation

7.4 70% Rule

Before placing a new product order (except for reasonable personal use), you should have sold, consumed, or used at least 70% of previously purchased inventory.

8. Sponsoring and Building Your Organisation

8.1 Sponsoring Guidelines - Competition Act Compliance

When sponsoring new Brand Partners, you must comply with the Competition Act and provide accurate information. You must:

• Present the business opportunity honestly and accurately

• Provide the current Income Disclosure Statement

• Explain that success requires effort and is not guaranteed

• Disclose typical earnings and expenses

• Not make income claims or projections unless supported by the Income Disclosure

• Explain the independent contractor relationship

• Disclose provincial cooling-off periods and cancellation rights

8.2 Prohibited Recruiting Practices

You may NOT:

• Make false or misleading representations about income potential (violates Competition Act)

• Guarantee income or success

• Use high-pressure sales tactics or misrepresentation

• Present the business as a "get rich quick" opportunity

• Recruit competitors' Brand Partners within their contract period

• Use deceptive job postings or employment offers

• Sponsor minors without parental consent

• Emphasise recruitment over product sales

8.3 Training and Support

• You are responsible for training and supporting your downline

• Training must comply with Company policies and applicable laws

• You may not charge for training materials or services without Company approval

• You must ensure downline compliance with all policies and laws

8.4 Cross-Line Recruiting

You may not interfere with another Brand Partner's organisation or attempt to recruit their downline members (cross-line recruiting). This prohibition applies during your term as a Brand Partner and for [12] months after termination.

9. Marketing and Advertising Standards

9.1 Competition Act and CASL Compliance

All marketing and advertising must comply with the Competition Act and Canada's Anti-Spam Legislation (CASL), including:

• Truth in advertising requirements (no false or misleading representations)

• Endorsement and testimonial guidelines

• Income claim requirements

• Express consent requirements for commercial electronic messages (CASL)

• Unsubscribe mechanism in all emails

9.2 Income Claims Prohibited

YOU MAY NOT MAKE INCOME CLAIMS unless:

• The claim is specifically approved by the Company in writing

• You provide the current Income Disclosure Statement with equal prominence

• The claim includes a clear disclaimer that results are not typical

• The claim is truthful and can be substantiated

• Making false income claims may violate the Competition Act

9.3 CASL - Electronic Marketing

• Express consent required before sending commercial electronic messages (CEMs)

• All CEMs must identify the sender clearly

• Provide contact information in every message

• Include functional unsubscribe mechanism in every message

• Honour unsubscribe requests within 10 business days

• Penalties for CASL violations can be up to $10 million

9.4 Social Media Marketing

• You must clearly disclose your relationship with the Company (#ad, #sponsored, #brandpartner)

• Disclosures must be clear, conspicuous, and unavoidable

• Before and after photos require appropriate disclaimers

• Personal testimonials must include "Results not typical" disclaimer

• You may not create fake accounts or use deceptive practices

9.5 Website and Online Presence

• You may use Company-provided replicated websites

• Personal websites must comply with Company branding guidelines

• You may not use Company trademarks in domain names without approval

• You may not bid on Company trademarks in paid search advertising

• All websites must include proper disclosures, disclaimers, and CASL compliance

9.6 Traditional Media

• Company approval required for TV, radio, or print advertising

• Business cards and flyers must include proper disclaimers

• Vehicle wraps and signage require Company approval

10. Code of Ethics and Conduct

10.1 Professional Conduct

As a Brand Partner, you agree to:

• Conduct business with honesty and integrity

• Treat customers and other Brand Partners with respect

• Provide excellent customer service

• Honour all customer commitments and warranties

• Protect the Company's reputation and brand

• Comply with all applicable Canadian federal and provincial laws

10.2 Prohibited Activities

You may NOT:

• Engage in any illegal, fraudulent, or deceptive business practices

• Make disparaging remarks about the Company, its products, or other Brand Partners

• Sell or attempt to sell competitive products or services to Company customers

• Represent products as cures or treatments for diseases without Health Canada approval

• Sell products on unauthorised third-party platforms (eBay, Amazon, etc.) without approval

• Sell products below wholesale cost

• Modify, relabel, or repackage Company products

• Make unauthorised use of Company trademarks or copyrighted materials

10.3 Harassment and Discrimination

The Company has zero tolerance for harassment, discrimination, or bullying based on race, colour, religion, sex, national origin, age, disability, sexual orientation, or any other protected characteristic under Canadian Human Rights Act or provincial human rights codes.

10.4 Data Protection and Privacy - PIPEDA Compliance

• You must protect customer and downline personal information in accordance with PIPEDA

• You may only use personal information for identified purposes with consent

• You may not share, sell, or misuse personal data

• You must comply with all applicable privacy laws

• Customer data may only be used for legitimate business purposes

11. Refunds and Returns (Brand Partner)

11.1 Cooling-Off Period

New Brand Partners have cooling-off rights under applicable provincial direct selling legislation:

• Most provinces: 10 business days from enrolment date

• You may cancel within the cooling-off period for a full refund

• Return enrolment kit and any products purchased in resalable condition

• Full refund provided (minus shipping where applicable)

11.2 Product Returns

• Unopened, resalable products may be returned within 30 days of purchase

• Products must be in original packaging with all materials intact

• Refund issued as account credit or to original payment method

• Commissions paid on returned products will be deducted from your account

11.3 Buyback Policy (Upon Termination)

If you terminate your Brand Partner agreement, the Company will repurchase your resalable inventory purchased within the previous 12 months at 90% of your original purchase price (less GST/HST/PST), provided:

• Products are in resalable condition

• You return products within 30 days of termination

• You provide proof of purchase

• Commissions paid on returned products are deducted

• Shipping costs are your responsibility

12. Term, Renewal, and Termination

12.1 Term

Your Brand Partner agreement begins on your enrolment date and continues for one year, renewing automatically unless terminated.

12.2 Renewal

• Agreement renews automatically on anniversary date

• Annual renewal fee: $[Amount] CAD plus applicable taxes (if applicable)

• Failure to renew results in account inactivation

12.3 Voluntary Termination

You may terminate your Brand Partner agreement at any time by providing written notice to the Company. Upon termination:

• You forfeit rights to your downline organisation

• Unpaid commissions will be paid according to normal schedule

• You may participate in the buyback programme

• You must cease all use of Company trademarks and materials

• You may not re-enrol for [6] months

12.4 Termination by Company

The Company may terminate your agreement immediately for:

• Violation of these Terms & Conditions

• Fraudulent or illegal activity

• Making false or misleading representations (Competition Act violation)

• Inventory loading or encouraging pyramid scheme activities

• Failure to pay amounts owed

• Conduct detrimental to the Company or other Brand Partners

• Repeated policy violations

• CASL violations

Termination for cause results in forfeiture of commissions and disqualification from the buyback programme.

12.5 Non-Compete and Non-Solicitation

For [12] months after termination, you agree not to:

• Recruit Company Brand Partners for another direct selling opportunity

• Solicit Company customers to purchase competing products

• Use proprietary Company information to compete with the Company

Note: Non-compete clauses must be reasonable in scope and duration to be enforceable under Canadian law.

13. Compliance with Canadian Laws

13.1 Federal Laws

You must comply with all applicable federal laws, including:

• Competition Act - prohibits false or misleading representations and pyramid schemes

• Canada's Anti-Spam Legislation (CASL) - regulates commercial electronic messages

• Personal Information Protection and Electronic Documents Act (PIPEDA) - protects privacy

• Food and Drugs Act - regulates health product claims

• Natural Health Products Regulations - if selling NHPs

• Consumer Product Safety Act

13.2 Provincial Laws

• You must comply with direct selling laws in your province

• Some provinces require business licences or permits

• Provincial consumer protection laws apply (cooling-off periods, disclosure requirements)

• Quebec has specific language requirements (French)

• You are responsible for obtaining required licences

13.3 Tax Obligations

• You are responsible for all federal and provincial taxes

• You must report all income to Canada Revenue Agency (CRA)

• You may need to register for GST/HST if revenue exceeds $30,000

• You may need to collect and remit GST/HST/PST

• Consult with a tax professional or accountant for guidance

13.4 Municipal Bylaws

You must comply with all municipal business bylaws, zoning laws, and home-based business regulations.

14. Intellectual Property

14.1 Company Trademarks

• All Company trademarks, logos, and brand names are owned by the Company

• You receive limited licence to use approved marks for business purposes

• You may not register Company trademarks or similar marks

• You may not alter, modify, or create derivatives of Company marks

• Licence terminates upon end of Brand Partner relationship

14.2 Marketing Materials

• You may use Company-provided marketing materials

• Custom materials require Company approval

• You may not reproduce or distribute unapproved materials

• All marketing materials remain Company property

14.3 Confidential Information

• You may access confidential business information (downline reports, compensation details)

• You agree to maintain confidentiality of proprietary information

• You may not disclose confidential information to third parties

• Confidentiality obligations survive termination

15. Privacy and Data Protection - PIPEDA

15.1 Data Collection and Use

By enrolling, you consent to the Company collecting and using your personal information as described in the Privacy Policy and in accordance with PIPEDA, including:

• Contact information for account management

• SIN or BN for payment processing and tax reporting

• Sales and commission data for compensation calculations

• Organisation structure information for genealogy tracking

15.2 Customer Data Protection

• You are responsible for protecting customer personal information under PIPEDA

• You must obtain consent before collecting, using, or disclosing personal information

• You may only use customer data for identified legitimate business purposes

• You may not share or sell customer information

• You must provide access to personal information upon request

15.3 Data Security

You agree to implement reasonable security safeguards appropriate to the sensitivity of the information to protect customer and business data from unauthorised access, use, or disclosure.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

16.1 No Warranties

THE BRAND PARTNER OPPORTUNITY IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. THE COMPANY MAKES NO GUARANTEE OF INCOME, SUCCESS, OR RESULTS.

16.2 Limitation on Damages

• Company liability limited to amounts you paid to the Company in the previous 12 months

• Company not liable for indirect, incidental, consequential, or punitive damages

• Company not liable for lost profits, lost commissions, or business interruption

• These limitations do not apply where prohibited by law

16.3 Indemnification

You agree to indemnify and hold harmless the Company, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including legal fees) arising from:

• Your violation of these Terms & Conditions

• Your violation of any law or regulation

• Your marketing, advertising, or sales activities

• Your operation of your business

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms & Conditions are governed by the laws of the Province of [Province] and the federal laws of Canada applicable therein, without regard to conflict of law provisions.

17.2 Dispute Resolution

Any dispute arising from or relating to this agreement shall first be attempted to be resolved through good faith negotiation. If negotiation fails, disputes may be resolved through:

• Mediation, or

• Arbitration administered by ADR Chambers under its Commercial Arbitration Rules, or

• Courts of [Province]

17.3 Jurisdiction

You consent to the jurisdiction of the courts of [Province] for any disputes.

18. General Provisions

18.1 Entire Agreement

These Terms & Conditions, together with the Policies & Procedures and Compensation Plan, constitute the entire agreement between you and the Company.

18.2 Amendments

The Company may amend these terms at any time with 30 days written notice. Continued participation constitutes acceptance of changes.

18.3 Severability

If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect.

18.4 No Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

18.5 Assignment

You may not assign or transfer your Brand Partner agreement without Company approval. The Company may assign this agreement at any time.

18.6 Relationship

Nothing in this agreement creates a partnership, joint venture, or employer-employee relationship between you and the Company.

18.7 Language / Langue

The parties have requested that this agreement and all related documents be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais.

---

Acknowledgment and Acceptance

BY COMPLETING YOUR ENROLMENT, YOU ACKNOWLEDGE THAT:

• You have read and understood these Brand Partner Terms & Conditions in their entirety

• You have reviewed the Income Disclosure Statement and understand that most Brand Partners earn little to no income

• You understand this is a product-based business, not a pyramid scheme, in compliance with the Competition Act

• You understand you are an independent contractor, not an employee

• You understand there are no income guarantees or promises of success

• You understand you will bear all costs of operating your business

• You agree to comply with all applicable Canadian federal and provincial laws including the Competition Act, CASL, and PIPEDA

• You understand your cooling-off rights under provincial direct selling legislation

• You have had the opportunity to seek legal counsel before agreeing to these terms

For questions or concerns about these Terms & Conditions, contact:
[Company Name]
[Address]
[Phone]
[Email]

Competition Bureau Canada: www.competitionbureau.gc.ca | 1-800-348-5358

Last Updated: 2025