Bonus Batch Business Partner Agreement

1. Parties, acceptance, and authority

This Business Partner Agreement (the “Agreement”) is between DP Schmitz Holdings Ltd o/a Bonus Batch (“Bonus Batch”, “we”, “us”, or “our”) and the legal entity identified in the business application (“Business”, “you”, or “your”). The application, this Agreement, Schedule A, and the location schedule generated from the submitted storefronts form one proposed agreement.

By applying your electronic signature, you make an offer on behalf of the Business to enter this Agreement and represent that all submitted information is accurate, the Business is legally entitled to operate, you are at least 18 years old, and you have authority to bind the Business. Your signature does not obligate Bonus Batch to approve the application.

This Agreement becomes effective only when an authorized Bonus Batch representative countersigns it. Before countersignature, the application may be reviewed, verified, declined, or withdrawn, but the Business may not post or sell hauls. After countersignature, Bonus Batch will make the executed agreement and its audit certificate available in the Business portal.

2. Marketplace role and independent businesses

Bonus Batch operates a technology marketplace that helps independent businesses advertise and sell surplus goods for local pickup. The Business, not Bonus Batch, is the seller and supplier of every product it lists. Bonus Batch may facilitate ordering, customer communications, payment collection, refunds, and settlement as a limited marketplace and payment-collection intermediary.

Nothing in this Agreement creates an employment, franchise, partnership, fiduciary, joint-venture, distribution, or exclusive relationship. The Business appoints Bonus Batch only as its limited agent to present listings, receive customer payment in discharge of the customer's payment obligation, administer marketplace transactions, and settle net amounts. Neither party may otherwise bind the other.

Bonus Batch does not take possession of, inspect, prepare, package, store, transport, warrant, or control the products supplied by the Business. The Business retains title to and risk in its products until they are handed to the customer, except to the extent applicable law provides otherwise.

3. Eligibility, verification, and account security

You must provide complete and current ownership, contact, location, licensing, tax-classification, and payout information and promptly report any change. We may verify that information directly or through service providers and may require additional records, identification, inspections, certificates, or proof of authority.

You are responsible for all activity under your account, for restricting staff access, and for promptly reporting suspected unauthorized access. You may not share credentials outside authorized staff, impersonate another person, evade a restriction, or create another account after suspension or removal without our written permission.

The authorized owner may invite managers or supervisors to specified storefronts. Operational staff may post or update hauls and confirm pickups, but may not access settlement amounts, payment onboarding, executed agreements, ownership controls, staff administration, media controls, or service cancellation. The Business remains responsible for every invited user's conduct and must promptly revoke access when it is no longer required.

4. Product, food-safety, and legal responsibilities

You have sole responsibility for sourcing, preparing, handling, storing, packaging, labelling, describing, and supplying every product. You must comply with all applicable federal, provincial, territorial, municipal, public-health, food-safety, consumer-protection, accessibility, employment, environmental, licensing, permit, recall, weights-and-measures, and labelling requirements.

You must not list or supply anything unsafe, adulterated, contaminated, recalled, unlawfully sold, or past a mandatory expiry or use-by date. Products approaching a best-before date may be offered only when lawful, wholesome, safely handled, and accurately represented. You must maintain temperature control, sanitation, allergen controls, traceability, and records appropriate to the product.

You must immediately notify Bonus Batch of any safety concern, inspection issue, suspected contamination, illness complaint, recall, licence suspension, or regulatory investigation connected to a listed product, and cooperate fully with corrective action and customer or regulator notices.

5. Listings, allergens, availability, and pickup

Each listing must be honest, current, and sufficiently clear. You must provide the correct location, pickup window, quantity, category, approximate contents, minimum retail value, dietary information, known or reasonably foreseeable allergens, and any material limitation. Surprise-haul contents may vary, but may not be materially misleading or worth less than the stated minimum value.

When you publish inventory, it becomes available for purchase immediately. A paid order is a binding commitment to reserve and provide the purchased quantity during the posted pickup window. You must honour all paid orders, maintain sufficient inventory, treat customers respectfully, and use the Bonus Batch redemption process. You may not demand additional payment, substitute unsafe or materially inferior products, or mark an order picked up before handoff.

If you cannot fulfil an order, you must notify Bonus Batch immediately. We may refund or credit the customer, withhold or reverse the related settlement, charge the amount against amounts otherwise payable to you, and take account action.

A listing is not a promise of any particular customer demand. Bonus Batch may rank, group, filter, relabel, or remove listings; correct obvious errors; and establish reasonable listing, pickup, packaging, accessibility, content, and customer-service rules. Material commercial changes remain subject to section 15.

6. Prices, fees, taxes, refunds, and chargebacks

Bonus Batch controls the customer-facing haul tiers and platform tax configuration. Schedule A states the commercial terms accepted with this Agreement. The Business receives 70% and Bonus Batch retains 30% of the pre-tax base haul price, subject to a minimum Bonus Batch platform fee of CAD $1.50 for each completed, non-refunded bag. Each newly approved storefront account has no monthly administration fee for its first six calendar months. Beginning on the account-specific date shown in the Business profile and executed location schedule, Bonus Batch deducts a CAD $9.00 administration fee from one eligible monthly payout for that storefront account.

The 70%/30% division and minimum platform fee apply only to the pre-tax base haul price. Sales taxes, customer-facing card or service fees, voluntary customer tips, community or charitable contributions, refunds, credits, chargebacks, penalties, and payment-processor adjustments are separate and do not reduce or satisfy the minimum platform fee. Unless the checkout disclosure states otherwise, a voluntary tip is retained by Bonus Batch and a community contribution is not Business revenue.

A later commercial-term change applies prospectively after any notice or renewed acceptance required under section 15. Each completed order retains the percentage, fee treatment, and amounts recorded when the order was created. No term authorizes Bonus Batch to alter a completed order retroactively except to correct an error, administer a refund or chargeback, comply with law, or enforce this Agreement.

You must provide accurate information needed to classify products and transactions. Bonus Batch may calculate, collect, report, or remit transaction taxes where it determines it is required to do so, but you remain responsible for your own income, payroll, property, licence, and other business taxes and for taxes the law assigns to you.

You authorize Bonus Batch and its payment providers to collect customer funds, issue refunds or credits, investigate disputes, recover chargebacks and processing losses, deduct amounts you owe from future settlements, and correct settlement errors. You may not circumvent the marketplace or redirect a Bonus Batch order to an off-platform payment.

7. Settlement, reserves, and investigations

Completed and valid orders become eligible for consolidated monthly settlement after successful pickup confirmation, subject to payment-provider availability, claims, reversals, compliance review, and this Agreement. Bonus Batch schedules the prior calendar month's eligible net balance for payment on the 20th day of the following month. The minimum net monthly payout is CAD $10.00 after any applicable administration fee. A balance below that minimum remains unsettled and carries forward until the minimum is met. The 20th is the scheduled initiation date, not a guarantee of bank receipt that day; settlement may be delayed by weekends, holidays, banks, payment networks, regulators, force-majeure events, reserves, or investigations.

If an order is not honoured, information appears false, a claim or safety issue arises, fraud or account misuse is suspected, you breach this Agreement, or we reasonably believe funds may be needed for refunds, chargebacks, fines, losses, or legal obligations, we may place a reserve on or withhold some or all unsettled funds. A hold may continue for up to 90 days while we investigate and may continue longer where required by law, court order, regulator, payment provider, unresolved chargeback, or continuing risk.

You must provide requested evidence promptly. After review, we may release the funds, refund customers, apply offsets, recover amounts owed, continue a lawful reserve, or take other reasonable corrective action. You remain liable for negative balances and amounts arising after settlement.

You authorize Bonus Batch and its payment provider to maintain ledgers and reconciliation records for the Business. Settlement statements are deemed accepted unless the Business gives specific written notice of an error within 30 days after the statement becomes available, except for an error that cannot lawfully be waived.

8. Integrity, customer treatment, and records

You must act honestly and in good faith, honour posted products and quantities, avoid discriminatory or abusive conduct, and cooperate with customer support. You must preserve transaction, sourcing, temperature, allergen, recall, pickup, staff-training, licence, and complaint records for the period required by law and, where no period is specified, for at least two years.

You must not manipulate ratings, create false transactions, misstate retail value, sell prohibited goods, harvest customer information, contact customers for unrelated marketing without valid consent, or use the service in a way that harms customers, other businesses, Bonus Batch, or the integrity of the marketplace.

On reasonable notice, or immediately for an urgent safety, fraud, regulatory, or security matter, you will provide records reasonably necessary to verify compliance. Bonus Batch may share relevant records with payment providers, insurers, professional advisers, regulators, law enforcement, affected customers, or other persons when permitted or required by law.

9. Suspension, removal, and termination

Subject to applicable law, Bonus Batch may decline an application; hide or remove a listing; limit functionality; pause settlements; suspend, block, or terminate an account; or refuse future access at any time, with or without prior notice, for any lawful reason. Reasons may include risk, complaints, poor fulfilment, safety concerns, legal or payment-provider requirements, suspected misconduct, reputational harm, inactivity, operational changes, or a decision to discontinue the relationship.

You may stop posting at any time and may terminate this Agreement at any time by submitting the cancellation control in the authenticated Business portal or by giving written notice to Bonus Batch. Portal cancellation is effective when confirmed on screen and immediately stops new listings for the selected storefront. It does not cancel paid orders or existing duties. The portal remains available as needed for outstanding pickups, claims, records, final settlement, and surviving obligations.

Paid orders, refunds, investigations, reserves, payment obligations, accrued administration fees, confidentiality, intellectual-property licences, indemnities, limitations, dispute terms, and provisions intended by their nature to survive remain effective after cancellation or termination.

10. Customer and business information

You may use customer information only to prepare, verify, and complete the applicable pickup; provide required safety notices; address a support issue; or comply with law. You must use reasonable administrative, technical, and physical safeguards, restrict access to authorized personnel, securely delete information when no longer needed, and immediately report any actual or suspected privacy or security incident.

Bonus Batch may collect, use, disclose, and retain application, account, transaction, device, support, and compliance information as described in its privacy policy, to operate and secure the marketplace, meet legal obligations, prevent fraud, process payments, communicate with the Business, and enforce this Agreement.

11. Intellectual property and publicity

You retain ownership of your business name, trademarks, logos, product images, and submitted content. You grant Bonus Batch a non-exclusive, worldwide, royalty-free licence during the relationship, and for a reasonable archival period afterward, to host, reproduce, format, adapt, display, and promote that content solely to operate, support, and market the marketplace and completed transactions.

You represent that you have all rights and permissions needed for submitted content and that it is accurate and does not infringe another person's rights. You may not use Bonus Batch branding except as we authorize, and you must stop using it when permission or this Agreement ends.

12. Insurance, indemnity, and cooperation

You must maintain insurance appropriate to your operations and any coverage required by law or reasonably requested by Bonus Batch, including commercial general and product liability coverage where appropriate. On request, you will provide a current certificate of insurance and promptly notify us of cancellation or a material reduction in coverage.

To the fullest extent permitted by law, you will defend, indemnify, and hold harmless Bonus Batch, its affiliates, and their directors, officers, employees, contractors, and agents from third-party claims, proceedings, penalties, recalls, losses, damages, judgments, settlements, and reasonable legal costs arising from or relating to your products, premises, staff, listings, pickup, taxes, content, privacy or security practices, legal non-compliance, negligence or wilful misconduct, or breach of this Agreement. This includes claims involving illness, injury, death, property damage, misleading product information, allergens, contamination, intellectual property, employment, tax, and regulatory action to the extent caused by the Business or persons for whom it is responsible.

Bonus Batch will give reasonable notice of an indemnified claim and reasonable cooperation at the Business's expense. Bonus Batch may participate with counsel of its choice. You may not settle a claim in a way that admits liability for, restricts, or imposes an obligation on Bonus Batch without our prior written consent. The Business's responsibility is reduced only to the extent a final decision determines that Bonus Batch's own non-excludable liability directly caused the loss.

13. Disclaimers and limitation of liability

The service is provided on an “as is” and “as available” basis. To the fullest extent permitted by law, Bonus Batch disclaims implied warranties and does not guarantee customer demand, sales, uninterrupted access, error-free operation, a particular search position, successful payment, settlement timing, customer conduct, or the quality, safety, legality, or availability of products supplied by a Business.

To the fullest extent permitted by law, Bonus Batch will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages; lost profits, revenue, data, goodwill, or business opportunity; product loss or spoilage; personal injury or property damage caused by a Business or its products; customer conduct; unauthorized account activity; or acts of banks, networks, service providers, regulators, or events beyond our reasonable control.

To the fullest extent permitted by law, Bonus Batch's total aggregate liability arising from this Agreement or the service will not exceed the greater of CAD $100 and the platform fees Bonus Batch actually retained from the Business during the three months before the event giving rise to the claim. Nothing in this Agreement excludes liability that cannot lawfully be excluded or limited, and no provision releases a party from its own fraud, wilful misconduct, or other liability that applicable law does not permit it to avoid.

14. Confidentiality

Each party must protect non-public business, security, technical, pricing, investigation, and customer information received from the other and may use it only to perform this Agreement. This duty does not apply to information that is public without breach, independently developed, lawfully received without restriction, or required to be disclosed by law after permitted notice.

15. Changes, notices, and assignment

To the fullest extent permitted by applicable law, Bonus Batch may change the Business share, Bonus Batch share, minimum per-bag platform fee, customer-facing prices, administration fees, payout threshold, payout timing, and other commercial or operational terms prospectively at any time. We will provide any notice required by law and may require renewed acceptance before continued posting or account access. The notice will state the effective date. Continued use, posting, or fulfilment after that date constitutes acceptance where permitted by law. If the Business does not accept a change, its remedy is to stop posting and terminate this Agreement before the change takes effect; existing paid orders and accrued obligations remain binding.

A permitted prospective change does not make Bonus Batch liable for a Business's lost sales, reduced margin, lost opportunity, reliance costs, or other indirect or consequential loss. Nothing in this section excludes liability that applicable law does not permit Bonus Batch to exclude, and this section does not alter the limits and exclusions in section 13.

Operational notices may be delivered in the app, through the Business portal, or to the email or phone number on file. Legal notices to Bonus Batch must be sent to support@bonusbatch.ca with the subject “Legal Notice” and copied by mail to PO Box 72131, Glenmore Landing RPO, Calgary, Alberta T2V 5H9, Canada. You must keep your contact details current.

You may not assign this Agreement or transfer an account without our prior written consent. Bonus Batch may assign this Agreement in connection with a reorganization, financing, sale of assets, merger, or transfer of the service.

16. Governing law and disputes

This Agreement is governed by the laws of Alberta and the federal laws of Canada applicable there, without regard to conflict-of-law rules. Subject to any law that requires otherwise, the parties submit to the exclusive jurisdiction of the courts located in Calgary, Alberta.

Before starting a proceeding, the parties will attempt in good faith for at least 30 days to resolve the dispute through written notice and management discussion, except where urgent injunctive relief, a safety response, debt preservation, or a legal limitation period requires earlier action.

17. General terms

This Agreement, the incorporated privacy policy, posted marketplace rules, and any written commercial addendum form the entire agreement about the Business's use of Bonus Batch and replace prior discussions on that subject. If an addendum expressly conflicts with this Agreement, the addendum controls for that conflict.

If a provision is unenforceable, it will be limited or removed only to the minimum extent necessary and the remaining provisions continue. A waiver must be written and applies only to the specific instance. Headings are for convenience. “Including” means “including without limitation.” Neither party is liable for delay caused by events beyond its reasonable control, except that payment and safety obligations already due continue.

18. Electronic records, signatures, and counterparts

Each signer consents to transact electronically and intends the typed legal name, explicit signature confirmation, and related authentication evidence recorded by Bonus Batch to be that signer's electronic signature. Each signer confirms that the signature is attached to or associated with the identified agreement version and location schedule.

Bonus Batch may retain the executed Agreement, the text and version presented, cryptographic hashes, timestamps, signer identity and authority information, account identifiers, source-network evidence in hashed form, device and browser information, and an audit certificate for authentication, security, legal, and record-retention purposes described in the privacy policy.

This Agreement may be executed in electronic counterparts. An executed PDF or other accurate, accessible electronic reproduction made available after both signatures is evidence of the Agreement. A business-signed application is not an executed agreement and will not be released to the Business as an executed copy before Bonus Batch countersigns.

Schedule A - Commercial terms

Currency: Canadian dollars (CAD). Customer-facing prices below exclude applicable sales tax and separately disclosed customer fees.

Revenue share: the Business receives 70% and Bonus Batch retains 30% of the pre-tax base haul price for each completed, non-refunded order. Bonus Batch retains at least CAD $1.50 per completed, non-refunded bag; current tier prices and the 70%/30% split satisfy this minimum.

Administration fee: CAD $0.00 for the first six calendar months after each approved storefront account is created; then CAD $9.00 per storefront account per month, deducted from one eligible monthly payout.

Payout frequency: the prior calendar month's eligible net balance is scheduled on the 20th day of the following month. Minimum net payout: CAD $10.00. A balance below the minimum carries forward.

• Little Surprise Find: CAD $5.00 customer price; declared retail value up to CAD $15.00. The Business must provide products with an actual retail value at least equal to the value declared in its listing.
• Good Surprise Haul: CAD $7.00 customer price; declared retail value over CAD $15.00 and up to CAD $21.00. The Business must provide products with an actual retail value at least equal to the value declared in its listing.
• Big Surprise Bounty: CAD $9.00 customer price; declared retail value over CAD $21.00 and up to CAD $27.00. The Business must provide products with an actual retail value at least equal to the value declared in its listing.

Schedule B - Business and approved locations

The executed Agreement will attach the legal business identity, application identifier, authorized business signer, and every storefront submitted and approved by Bonus Batch. Each storefront record will include its operating name, pickup address, operational contact, approval date, and administration-fee start date.

Locations under common ownership may use one authorized owner login, but each storefront remains operationally accountable for its own listings, pickups, compliance, settlement ledger, payment-provider status, administration fee, and any location-specific restriction. Adding a location may require an additional location schedule or renewed signature.