Vendor Marketplace Agreement

DRAFT v1.0 — Not legal advice. This is a draft agreement dated 2026-10-14. It must be reviewed and finalized by a licensed British Columbia lawyer before signing. Items in [brackets] are placeholders pending confirmation.

TAXLINK.CA VENDOR AGREEMENT

Effective Date: [DATE]
Between: TaxLink.ca (“the Platform”, “we”, “us”)
And: [VENDOR LEGAL NAME], [ADDRESS] (“the Vendor”)

1. Nature of the Relationship

1.1 The Platform is an online marketplace connecting taxpayers (“Clients”) with independent tax professionals or accounting firms (“Vendors”). The Platform is not a tax preparation firm and is not a party to any service contract between the Vendor and a Client.

1.2 The Vendor is an independent contractor. Nothing in this Agreement creates employment, agency, partnership, or joint venture. The Vendor shall not represent itself as an employee or agent of the Platform.

1.3 This Agreement is non-exclusive. The Vendor may offer services through other channels.

2. Vendor Eligibility

The Vendor represents and warrants that, for the entire term of this Agreement, it: (a) holds a valid CRA EFILE registration for the current tax year; (b) maintains professional liability (errors & omissions) insurance with coverage of at least CAD $[100,000]; (c) [is a member in good standing of a provincial CPA association / holds the following professional designation: _____]; (d) will promptly notify the Platform if any of the above lapses.

The Platform verifies (a)–(c) at onboarding against publicly available records and may re-verify at any time. Failure to maintain eligibility is grounds for immediate suspension.

3. Services and Pricing

3.1 The Vendor sets its own service descriptions and prices, and publishes them on its Platform store page.

3.2 The Vendor is solely responsible for the quality, accuracy, and timeliness of all tax services, and for all communications with Clients regarding their filings.

3.3 The Vendor shall not pay or receive referral fees in violation of applicable professional rules.

3.4 Pricing display: All prices published on the Vendor’s store page must show (a) the net service price and (b) the applicable GST/HST as separate line items. The Vendor must provide its GST/HST registration number to the Platform before its first sale and keep it current.

4. Commission and Settlement

4.1 The Platform charges a commission on each completed order (“Platform Fee”): 5% on the Vendor’s first 10 completed orders, 10% thereafter. The Platform Fee is calculated on the NET service price only, excluding any GST/HST charged to the Client.

4.2 The Platform accounts for and remits GST/HST on its Platform Fee separately, based on the net-price commission in 4.1.

4.3 Clients pay the full service fee at booking through the Platform’s payment processor (Stripe). The Platform remits the net amount (fee minus Platform Fee) to the Vendor within [14] days of order completion.

4.4 The Platform may migrate to split-payment processing (e.g., Stripe Connect) in the future; the Vendor agrees to complete reasonable onboarding steps for such migration.

4.5 Chargebacks and refunds: if a Client payment is reversed, the corresponding amount will be deducted from the Vendor’s pending or future payouts. Refund disputes are handled under Section 8.

5. Client Documents and Data Protection

5.1 The Platform does not collect, store, or transmit Clients’ tax documents (including SIN, T4/T5 slips, and financial statements). All documents flow directly between Client and Vendor through the Vendor’s own secure channels.

5.2 The Vendor shall: (a) transmit and store Client personal information using encrypted channels and reasonable security safeguards appropriate to the sensitivity of tax data; (b) comply with all applicable privacy laws, including BC’s Personal Information Protection Act (PIPA) and the federal Personal Information Protection and Electronic Documents Act (PIPEDA) where applicable; (c) collect only the personal information necessary to perform the services and delete or return it when no longer required, subject to legal retention obligations; (d) notify the Platform within 72 hours of discovering any privacy breach affecting Clients obtained through the Platform, and cooperate with notifications required by law.

5.3 The Vendor shall execute no secondary use of Client data (marketing, sale, or disclosure to third parties) without the Client’s express consent.

5.4 Tax compliance: The Vendor is solely responsible for determining, collecting, remitting, and reporting all GST/HST and other applicable taxes on its services to the relevant tax authorities. The Platform is responsible only for the GST/HST on its own Platform Fee (see 4.2).

6. Reviews and Conduct

6.1 The Platform may publish Client reviews of the Vendor. The Vendor shall not offer incentives for positive reviews or suppress genuine negative feedback.

6.2 The Vendor shall not engage in false or misleading advertising on the Platform, impersonate government agencies (including the CRA), or misrepresent its credentials.

7. Term and Termination

7.1 This Agreement begins on the Effective Date and continues until terminated.

7.2 Either party may terminate with 30 days’ written notice. The Platform may suspend or terminate immediately for: loss of EFILE/insurance eligibility, suspected fraud, data breach, or material breach of this Agreement.

7.3 On termination: the Vendor’s store page is removed; completed orders are settled; in-progress orders are completed or refunded by mutual arrangement.

8. Disputes Between Vendor and Client

8.1 The Vendor shall first attempt to resolve Client complaints directly, within 7 days.

8.2 If unresolved, the Platform may mediate. The Platform’s decision on refunds charged against the Vendor’s payouts (up to the order value) is binding for Platform purposes, without prejudice to either party’s legal rights.

9. Indemnification

The Vendor shall indemnify and hold harmless the Platform, its owners, officers, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from: (a) the Vendor’s services; (b) the Vendor’s handling of Client data; (c) the Vendor’s breach of this Agreement; or (d) the Vendor’s violation of any law.

10. Limitation of Liability

To the maximum extent permitted by applicable law: (a) neither party is liable for indirect, incidental, special, consequential, or punitive damages; (b) the Platform’s total aggregate liability to the Vendor shall not exceed the Platform Fees paid by the Vendor in the 12 months preceding the claim. Nothing here limits liability that cannot be limited under applicable consumer-protection or privacy law.

11. Confidentiality

Each party shall keep confidential any non-public business information of the other obtained through this relationship, except as required by law.

12. Governing Law

This Agreement is governed by the laws of British Columbia and applicable federal laws of Canada. The parties submit to the courts of British Columbia.

13. General

13.1 Amendments: the Platform may update this Agreement with 30 days’ notice; continued use constitutes acceptance.
13.2 Assignment: the Vendor may not assign this Agreement without the Platform’s consent.
13.3 Entire agreement: this document, plus the Platform’s Terms of Service, Privacy Policy, and Disclaimer (all incorporated by reference), constitutes the entire agreement.

AGREED:

TaxLink.ca ______________________ Date: __________

Vendor (legal name): ______________________ Signature: __________ Date: __________

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