Vendor Marketplace Agreement

Last Updated: October 14, 2026

This Vendor Marketplace Agreement (“Agreement”) is a legally binding contract between TaxLink.ca (“the Platform”, “we”, “us”) and you, the independent tax professional, accounting firm, or tax preparation business (“Vendor”, “you”). By completing the Vendor registration process on TaxLink.ca and ticking the acceptance box, you agree to comply with and be bound by the terms of this Agreement.

1. Independent Contractor Relationship

  • No Employment: You acknowledge and agree that you are an independent contractor and not an employee, agent, partner, or joint-venturer of TaxLink.ca.
  • Sole Professional Responsibility: You retain full professional autonomy over how you perform tax services. You are solely responsible for all tax advice, calculations, mathematical accuracy, filings, and compliance decisions made for Clients acquired through the Platform.
  • Non-Exclusivity: This Agreement is non-exclusive. You may offer your services through other external channels or independent business operations.

2. Geographic Restrictions & Scope of Services

  • Exclusion of the Province of Quebec: TaxLink.ca strictly excludes the Province of Quebec from its marketplace operations. You are explicitly prohibited from offering tax services to residents of Quebec, preparing Quebec provincial tax returns (Revenu Québec), or utilizing the platform to acquire or service clients residing in Quebec.
  • CRA EFILE Requirement: You represents and warrants that, for the entire term of this Agreement, you hold and maintain a valid, active Canada Revenue Agency (CRA) EFILE registration for the current tax year. You agree to immediately notify the Platform if your EFILE privileges are suspended, revoked, or audited by the CRA.

3. Non-Circumvention (Anti-Disintermediation / Prohibition of Private Deals)

To protect the integrity of the marketplace ecosystem and platform commissions:

  • No Fee Bypassing: For any Client initially introduced to you through TaxLink.ca, all subsequent transactions, communications, bookings, and payments for the current tax year and any future tax years must be processed exclusively through the TaxLink.ca Platform.
  • Prohibition of Direct Solicitation: You shall not solicit, encourage, or accept direct payments from TaxLink.ca-acquired Clients via cash, cheque, Interac E-transfer, or independent external billing systems (e.g., your own Stripe/PayPal link) to bypass platform service fees.
  • Contractual Penalty for Breach: Any verified attempt to bypass the Platform’s payment infrastructure will result in the immediate and permanent termination of your Vendor account, forfeiture of any pending payouts, and a contractual liquidated damages charge equal to CAD $1,500 per circumvented Client.

4. Data Privacy, Document Handling, and Data Protection

  • Independent Custody: TaxLink.ca does not collect, receive, view, or store sensitive Client tax documentation (such as Social Insurance Numbers (SIN), T4/T5 slips, or financial statements).
  • Secure Portal Requirement: You contractually agree that you will only request and receive sensitive Client documentation through your own secure, encrypted corporate client portal. You must never instruct Clients to send sensitive tax data via standard unencrypted email or via the Platform’s baseline messaging system.
  • Sole Privacy Liability: You assume sole data-controller liability for all Client data transferred to your systems. You warrant that your data practices fully comply with the federal Personal Information Protection and Electronic Documents Act (PIPEDA) and British Columbia’s Personal Information Protection Act (PIPA).
  • Breach Notification: You shall independently handle and assume all statutory liabilities for any privacy breach affecting Client data within your infrastructure.

5. Fees, Third-Party Processing Deductions, and Manual Payout Schedule

  • Collection of Funds: The Platform collects 100% of the gross service fee from the Client via the Platform’s integrated Stripe payment gateway at the time of booking.
  • Processing Fee Allocation: You acknowledge that Stripe charges a payment processing fee (standardly 2.9% + $0.30 CAD per transaction, subject to international card surcharges if applicable). All third-party transaction fees and processing costs are borne entirely by the Vendor and will be deducted from the payout.
  • Platform Commission: TaxLink.ca retains a standard platform commission (as configured in your Vendor onboarding setup) calculated from the gross transaction amount prior to processing deductions.
  • Manual Net Payout Formula: Your final manual payout for each completed order is calculated as: [Gross Client Fee] minus [Platform Commission] minus [Stripe Processing Fees].
  • Manual Monthly Payout Schedule & Timeline: To minimize administrative overhead and mitigate ongoing credit card chargeback risks, net payouts are processed manually by the Platform operator once per calendar month. All orders successfully marked as filed and completed by the Vendor within a given calendar month will be aggregated and paid out on or before the fifteenth (15th) day of the following calendar month (e.g., all completed January orders will be paid on or before February 15th). Payouts will be transferred via Interac E-Transfer or Direct Deposit.
  • Chargeback & Dispute Liability: In the event that a Client initiates a credit card dispute or chargeback via Stripe, the Vendor shall assume 100% liability for the reversed funds and any administrative dispute fees (e.g., the $15 CAD Stripe dispute fee). TaxLink.ca reserves the right to deduct these losses directly from the Vendor’s future pending payouts or invoice the Vendor directly.
  • Unforeseen Complexity (Extra Surcharges): If a Client’s tax situation involves complexities outside the scope of the purchased baseline package, you must notify the Client. Any additional fees must be mutually agreed upon. To prevent disintermediation, the Vendor must request the Platform operator to issue a manual custom invoice to the Client for the out-of-scope surcharge. Bypassing the platform for surcharges is a strict violation of Section 3.

6. Reviews and Conduct

  • Genuine Feedback: The Platform may publish Client reviews of the Vendor. The Vendor shall not offer incentives for positive reviews or attempt to artificially suppress genuine negative feedback.
  • Misrepresentation: The Vendor shall not engage in false or misleading advertising on the Platform, impersonate government agencies (including the CRA), or misrepresent its professional credentials.

7. Indemnification & Limitation of Platform Liability

  • Vendor Indemnity: You agree to defend, indemnify, and hold harmless TaxLink.ca and its operators from any and all claims, liabilities, financial damages, losses, or legal costs arising from: (a) errors, omissions, or delays in tax returns filed by you; (b) professional malpractice or negligence; (c) Client complaints regarding service quality; or (d) your breach of applicable privacy laws.
  • Limitation of Liability: TaxLink.ca provides the marketplace platform on an “as is” and “as available” basis. TaxLink.ca shall not be liable for any lost profits, lost data, or business interruptions suffered by the Vendor. Our total aggregate liability to you for any claim arising out of this Agreement shall not exceed CAD $100.

8. Termination

  • Termination for Convenience: Either party may terminate this Agreement for convenience upon thirty (30) days’ written notice.
  • Immediate Termination: TaxLink.ca reserves the right to suspend or terminate your account immediately without notice for: (a) violation of the Non-Circumvention clause (Section 3); (b) loss or suspension of your CRA EFILE credentials; (c) suspected fraud; or (d) repeated severe Client complaints regarding professional misconduct.

9. Governing Law and Jurisdiction

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Any legal actions, disputes, or mediation arising directly from this Agreement must be brought exclusively in the courts located within the Province of British Columbia.

10. Entire Agreement & Amendments

This Agreement, together with the Platform’s Terms of Service, Privacy Policy, and Disclaimer (all incorporated herein by reference), constitutes the entire agreement between the parties. TaxLink.ca reserves the right to update this Agreement with thirty (30) days’ notice, and continued use of the Platform after such notice constitutes acceptance of the amendments.

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