Wholesale & Reseller Agreement

Agreement Overview

Wholesale & Reseller Agreement

This Wholesale & Reseller Agreement is between EMPHOS Group Corporation (“EMPHOS,” “we,” or “us”), located at 9398 Coote Street, Chilliwack, BC, V2P 6B5, Canada, and the business approved to purchase specified products or licences for resale (“Reseller” or “you”).

It applies when EMPHOS approves your account in writing and you accept these terms through a signed agreement, an express electronic acceptance, or an order that incorporates the terms supplied to you. Making an inquiry or submitting an application does not, by itself, appoint you as a reseller or create an obligation to buy.

Your written approval identifies the authorized products, territories, and sales channels. Approval is non-exclusive unless a separate written agreement states otherwise. You operate as an independent business and cannot make commitments or enter contracts on behalf of EMPHOS.

This agreement covers authorized software and digital-product distribution and any physical products specifically accepted for supply. HAVEN is a hardware R&D suite. A concept page or roadmap does not establish stock availability, an approved preorder, or a delivery commitment.

Retail purchases for your own use follow the applicable purchase and licence terms. OEM integration, embedded Aletheia Core licensing, white-label supply, hosting, and other enterprise arrangements require a separate written scope.

Section 1

Account Approval & Scope

1.1 Applying for an account

Email info@emphosgroup.com with:

• Your legal business name, registration details, business address, and primary contact.
• The products you wish to supply, intended customers and territories, and proposed sales channels.
• Your expected order volume and any installation, support, or integration services you intend to provide.
• Relevant business licences and tax-exemption documentation for the proposed transactions.

1.2 Written authorization

Applications are assessed individually and may be accepted or declined, subject to applicable law. Account approval does not automatically authorize every EMPHOS product, a particular discount, credit terms, exclusivity, or a minimum level of supply. Those details must appear in your written approval or accepted order.

1.3 Keeping the account current

Keep your business, contact, tax, and sales-channel information accurate. Obtain written approval before adding a marketplace, distributor, territory, or materially different sales channel. Accounts may be reviewed for compliance with their agreed scope; suspension and termination follow Section 9.

Section 2

Pricing, Payment & Taxes

2.1 Wholesale prices

Prices, discounts, minimum order quantities, and minimum order values are set out in your written quote or account terms. Prices are in Canadian dollars unless the quote specifies another currency. Non-public wholesale pricing is confidential under Section 8.

EMPHOS may change general wholesale pricing with at least 30 days’ written notice to active resellers. New pricing applies to future orders; it does not alter a price already confirmed for an accepted order unless both parties agree. A time-limited quote expires on its stated date.

2.2 Minimum orders

Minimum quantities or values apply only where communicated before the order is accepted. An order below the minimum may be declined or requoted. A different price or quantity requires your acceptance before processing.

2.3 Payment and credit

Unless otherwise agreed in writing, payment is due in full when the order is placed. Net 15, Net 30, or other credit terms are available only where expressly approved. Payment does not, by itself, mean an order has been accepted. Amounts collected for a declined order will be refunded.

Overdue amounts bear simple interest at 18% per year (1.5% per month), without compounding, or the maximum lawful rate if lower. Interest applies to the unpaid principal from the due date; a partial month is prorated. A different rate or calculation applies only if agreed in writing with its annual equivalent stated.

2.4 Taxes and charges

Unless stated otherwise, prices exclude applicable taxes, shipping, duties, and import charges. The accepted order identifies the charges and responsibilities that apply. Provide valid exemption documentation before invoicing. A reseller designation alone does not establish an exemption from GST/HST, PST, or another tax.

You are responsible for taxes you must collect or remit on your own sales. Cross-border arrangements must identify the importer of record and responsibility for customs clearance before shipment.

Section 3

Orders & Delivery

3.1 Placing an order

Use the ordering channel designated in your account approval. Include the product or licence, quantity, delivery or activation recipient, billing details, and any agreed reference number. An order becomes accepted when EMPHOS issues written confirmation identifying the supply and applicable terms.

Availability, lead times, and any staged deliveries are confirmed for the order. Forecasts, estimates, and roadmap dates are not accepted purchase orders. Changes or cancellations after acceptance require written agreement, subject to any applicable cancellation right.

3.2 Digital delivery

Software may be delivered through an authorized download, licence entitlement, activation instruction, or another agreed electronic method. The order must identify whether delivery goes to the reseller or directly to the end customer. No reseller portal, automated provisioning service, or API access is included unless expressly offered.

Report missing downloads, incorrect entitlements, or activation problems promptly with the order reference. Digital delivery follows the applicable product terms and Digital Delivery Policy.

3.3 Physical delivery

For physical products accepted for supply, the order confirms shipping arrangements, estimated lead time, and charges. Unless the written order states otherwise, shipping costs are payable by the reseller, and title to the physical goods and risk of loss transfer on delivery to the carrier. This does not transfer intellectual-property rights or remove remedies for nonconforming goods.

EMPHOS will use reasonable efforts to meet confirmed lead times and communicate material delays. Delays beyond reasonable control do not remove any cancellation, refund, or other right that applies under the order or law. Insurance and any different delivery or risk terms should be agreed before shipment.

Section 4

Software Licences & Customer Access

4.1 Product-specific permission

Permission to resell a licence for Heinrich, FieldLine PDF, or another EMPHOS product applies only to the edition and distribution method specified in your written authorization. Software is licensed under its applicable terms. Buying a retail licence does not automatically grant redistribution or sublicensing rights.

Aletheia Core model distribution, embedded use, OEM integration, managed hosting, and service-bureau access require a separate agreement where those rights are not expressly included. This agreement does not supply model weights, source code, private APIs, or development access.

4.2 Delivery to the end customer

• Give the customer the applicable product description, system requirements, licence scope, price, and recurring-charge information before purchase.
• Provide the applicable End User Licence Agreement and an appropriate opportunity for the customer to accept it. Do not accept it on their behalf without authority.
• Allocate each entitlement only as authorized. Do not reuse keys, share customer accounts, bypass activation, or duplicate licences for additional customers.
• Use approved installers and delivery instructions. Do not modify or bundle the software unless your written scope permits it.
• Describe device limits, update rights, support, and licence duration accurately for the product sold.

4.3 Trials, refunds, and support

Trials, demonstrations, beta releases, and evaluation access cannot be sold as paid production licences without express authorization. A trial is not a paid-purchase refund period. Do not promise automatic conversion, extra trial time, or a refund offer that is not part of the applicable product terms.

The agreed support arrangement identifies the reseller’s customer-service role and how technical issues reach EMPHOS. Unless otherwise agreed, you remain responsible for your own sales, invoices, representations, and customer refund obligations. Paid support levels or service response times require a separate commitment.

Where a refund cancels a licence, coordinate deactivation of that specific entitlement. Do not revoke unrelated customer purchases. A valid end-user licence does not end solely because the reseller relationship ends.

Section 5

Sales Channels & Product Representation

5.1 Approved channels

Resell only through the channels and territories authorized in writing. Third-party marketplaces, downstream distributors, and sub-resellers require prior written approval. An approved website does not automatically authorize listings on Amazon, eBay, Etsy, or another marketplace.

5.2 Independent resale pricing

You independently determine the prices at which you advertise and resell authorized products. Any suggested retail price supplied by EMPHOS is a recommendation only. You are under no obligation to follow it and will not be penalized in your business relationship with EMPHOS for choosing a different resale price.

This agreement does not impose a minimum advertised or resale price. Your purchase price from EMPHOS remains the price agreed for your order. Advertised discounts and price comparisons must be accurate and comply with applicable law.

5.3 Accurate marketing

• Use current, approved product names, images, specifications, and marketing materials. Obtain approval for original materials that represent EMPHOS products or capabilities.
• Describe a product’s actual release status, availability, intended use, and included features accurately.
• Do not present an R&D concept as available stock, collect preorders without an authorized arrangement, or promise an unconfirmed launch date.
• Do not invent performance results, certifications, approvals, partnerships, medical uses, or safety assurances.
• Preserve required branding, attribution, labels, and notices, and comply with applicable advertising and consumer-protection requirements.

5.4 Branding and white-labelling

Rebranding, white-labelling, and presenting EMPHOS products as your own require express prior written permission. Any approved OEM or white-label programme is governed by its separate agreement. Your listing must accurately identify your own business as the seller and must not imply that you are EMPHOS.

Section 6

Returns, Defects & Order Issues

6.1 Reporting a problem

Contact info@emphosgroup.com with the order number, affected product or entitlement, quantity, and description of the issue. Provide relevant photographs, error messages, or other supporting information. Obtain return instructions before sending physical goods.

Report visible damage, shortages, or an incorrect shipment within 14 days of delivery. Report a latent defect or software-access issue promptly after discovery. The 14-day reporting period does not shorten an express warranty or exclude a remedy that cannot lawfully be limited.

6.2 Wholesale remedies

Unless your accepted order provides additional rights, discretionary wholesale returns are limited to defective goods, goods damaged on receipt, or items supplied in error. Change-of-mind returns are not accepted. Digital entitlement errors are assessed through correction, replacement, or another applicable remedy rather than a physical return.

Approved discretionary returns may be credited to a future order or refunded, as agreed or determined under the applicable wholesale terms. Where law or an express warranty requires a particular remedy, that remedy takes priority. Shipping responsibility and any return authorization are confirmed for the claim.

6.3 Customer claims

Wholesale arrangements between you and EMPHOS do not remove your obligations to your customers. Do not substitute this business agreement for a consumer’s applicable refund, warranty, or statutory rights. Preserve the order and entitlement records needed to resolve a claim, and cooperate with any applicable product-safety notice or recall.

Section 7

Intellectual Property

EMPHOS and its licensors retain their rights in software, models, trademarks, logos, documentation, designs, and other intellectual property. Ownership of a physical item or an authorized right to distribute a licence does not transfer those rights.

During your authorization, you may use approved brand materials solely to identify and market the authorized products in the approved channels. Follow supplied brand guidance and any written limits on that permission. No other licence is implied.

Do not register a domain, social-media handle, business name, or mark that incorporates EMPHOS branding or is confusingly similar without prior written permission. Redistribution, modification, integration, or other use of software and models must remain within the applicable written licence and law.

Section 8

Confidentiality & Customer Information

8.1 Confidential business information

Protect non-public information supplied in connection with the relationship, including wholesale price lists, roadmaps, business plans, technical information, and confidential account terms. Use it only for the approved relationship and apply reasonable safeguards.

You may share it with personnel and professional advisers who need it for that purpose and are subject to appropriate confidentiality duties. Information is not confidential to the extent you can demonstrate that it became public without a breach, was already lawfully known, was independently developed, or was lawfully received without a confidentiality restriction.

If disclosure is legally required, disclose only what is required and, where lawful, give EMPHOS notice to seek protection. These confidentiality obligations continue for three years after termination; any separate nondisclosure agreement continues according to its own terms.

8.2 Personal information

Each party is responsible for the personal information it handles and for the privacy notices, lawful authority, and security measures required for that handling. Share only customer details needed for an authorized order, activation, support request, or legal obligation. A reseller approval does not grant access to a customer’s private files or account credentials.

EMPHOS explains its handling of personal information in the Privacy Policy. If a proposed service requires one party to process personal information on the other’s behalf, the required data-processing terms must be agreed before that processing begins.

Promptly notify EMPHOS of unauthorized access affecting its supplied licence credentials or customer information shared for the relationship, and cooperate on containment and required notifications. Marketing permission is separate from order fulfilment; each party must meet the requirements applicable to its own marketing communications.

Section 9

Term, Suspension & Termination

9.1 Duration and ordinary termination

The relationship begins when the approval and acceptance described above are complete. Either party may terminate it on 30 days’ written notice, unless a separate signed agreement specifies a different term.

9.2 Breach and urgent action

EMPHOS may terminate for a material breach that remains uncorrected 14 days after written notice describing the breach. Immediate suspension or termination may apply where a material breach cannot be remedied, or where necessary to address fraud, unlawful distribution, a serious security risk, or a material threat to customers or EMPHOS rights.

Termination may also follow insolvency, bankruptcy, or cessation of business, to the extent permitted by applicable law. Where practical and lawful, notice will identify the reason and the steps available to resolve a suspension.

9.3 Closing the account

On termination, outstanding amounts lawfully owing become payable, subject to applicable law and agreed credits or remedies. Stop presenting yourself as an authorized EMPHOS reseller and stop using brand materials except as needed for a separately approved sell-through or to perform continuing customer obligations accurately.

Existing accepted orders, unsold physical stock, and unallocated licences must be reconciled under their applicable terms. There is no automatic stock repurchase or right to make new sales after authorization ends; any sell-through requires written agreement. Prepaid amounts for cancelled supply that will not be provided are refunded where required by the order or law.

Termination does not by itself cancel valid end-customer licences, extinguish a warranty or refund obligation, or waive an accrued claim. Payment obligations, confidentiality for its stated period, intellectual-property protections, and provisions intended to continue survive as applicable.

Section 10

Liability

To the fullest extent permitted by applicable law, EMPHOS’s aggregate liability to you arising from this agreement is limited to the total amount you paid to EMPHOS for wholesale products and licences during the three months preceding the claim.

To the fullest extent permitted by law, EMPHOS is not liable to you for indirect, incidental, special, consequential, or punitive damages arising from this agreement.

These limits do not exclude liability that cannot lawfully be excluded or reduce an express obligation to return money for supply that is cancelled or not provided. A separate signed agreement may set different limits for its stated scope. This business-to-business allocation does not limit an end customer’s non-waivable rights.

Section 11

Governing Law & Disputes

This agreement is governed by the laws of British Columbia and the federal laws of Canada applicable there. Subject to any mandatory rule requiring otherwise, the parties submit to the exclusive jurisdiction of the courts of British Columbia.

The parties will first try in good faith to resolve a dispute through direct discussion. This does not prevent urgent court relief, a claim needed to preserve a legal deadline, or a complaint to an authority with jurisdiction.

Each party must comply with the laws applicable to its own activities, including relevant trade, export, sanctions, advertising, privacy, and consumer-protection requirements. Neither party is required to carry out a transaction prohibited by law.

Section 12

Agreement Documents & Changes

A separate agreement signed by both parties takes priority for its stated scope. An accepted order may specify product, quantity, price, delivery, or licence details; it changes these general terms only where the agreed exception is identified. The applicable product licence governs software-use rights, and the Terms of Service apply to use of the website and relevant purchasing services.

A purchase order does not introduce additional or conflicting terms unless EMPHOS expressly accepts them. The Privacy Policy describes information handling and does not replace a required data-processing agreement or consent.

The date at the top identifies this website version. Updating this page does not, by itself, rewrite an existing accepted order or signed agreement. Material changes to an ongoing relationship will be communicated and take effect as agreed or as permitted by its existing terms and applicable law. Keep the version supplied with your approval and orders.

If a provision cannot be enforced, the remaining provisions continue to the extent legally possible. A failure to enforce a provision on one occasion does not waive it for the future.

Section 13

Contact EMPHOS

For applications, product authorization, order questions, or a notice under this agreement, contact:

Include your business name and the relevant product, account, or order reference. Send formal notices to the notice address specified in your signed agreement, if different. Keep your nominated business email current so account notices can reach you.