Common Goods Collective Inc.

Merchant Terms of Service and Commission Agreement

This Merchant Terms of Service and Commission Agreement ("Agreement") is entered into between Common Goods Collective Inc. ("Common Goods," "we," "us," or "our") and the merchant identified below ("Merchant," "you," or "your").

 

 

1. COMMISSION AND FEES

1.1 Standard Commission

Merchant agrees to pay Common Goods a commission of 20% on all gross sales transacted through the Common Goods marketplace at CommonGoods.ca.

1.2 Commission Calculation

  • Commission is calculated on the pre-tax sale price of products

  • Commission applies to all completed sales, excluding cancelled or fully refunded orders

  • For Shopify Collective merchants, commission is automatically deducted from payouts

  • For non-Shopify Collective merchants, commission is deducted before payout via Stripe or PayPal

1.3 Payment Processing Fees

  • Shopify Collective merchants: No payment processing fees apply

  • Non-Shopify Collective merchants: Common Goods covers all Stripe or PayPal payment processing fees

 

 

2. SHIPPING AND FULFILLMENT

2.1 Shipping Cost Reimbursement

Common Goods will reimburse Merchant for all actual shipping costs incurred for orders placed through the Common Goods marketplace.

2.2 Shipping Standards

  • Default shipping: Economy/standard shipping (3-10 business days)

  • Express shipping: Available when selected by customer at checkout

  • All shipments must include tracking information

  • Merchant must use reasonable shipping carriers and methods

2.3 Shipping Audit Rights

Common Goods reserves the right to:

  • Regularly review shipping charges for reasonableness

  • Request documentation of actual shipping costs

  • Request lower rates or audited shipping rates if costs are consistently higher than market rates

  • Require use of specific carriers if preferred rates become available

2.4 Fulfillment Timelines

Merchant agrees to ship orders within the fulfillment timeframe submitted in their Brand Portal and to update this timeframe if circumstances change.

 

 

3. INVENTORY AND PRODUCT MANAGEMENT

3.1 Inventory Tracking

  • Merchant must enable inventory tracking for all products offered on Common Goods

  • Products marked "do not track inventory" will not be available for sale

  • Merchant is responsible for maintaining accurate, up-to-date inventory counts

  • Overselling due to inaccurate inventory is the sole responsibility of Merchant

3.2 Product Information

Merchant warrants that all product descriptions, images, pricing, and specifications are accurate, current, and not misleading.

 

 

4. POLICIES AND CUSTOMER SERVICE

4.1 Required Policies

Merchant must maintain current and accurate policies in their Brand Portal for:

  • Returns and refunds

  • Shipping and delivery

  • Warranties and guarantees

  • Any product-specific terms or restrictions

4.2 First-Line Customer Service

Common Goods will handle first-line customer service inquiries, including:

  • Order status and tracking

  • General product questions

  • Return requests (approval based on Merchant's stated policy)

  • Initial troubleshooting

4.3 Escalated Customer Service

When customer service issues are escalated to Merchant, Merchant agrees to:

  • Respond within 8 hours during business hours (Monday-Friday, 9:00 AM - 5:00 PM in Merchant's time zone)

  • Monitor the customer service email address provided to Common Goods daily

  • Handle warranty claims, return authorizations, and product-specific technical support

  • Maintain professional and timely communication with customers

4.4 Customer Service Contact

Merchant warrants that the customer service email address provided to Common Goods is correct, monitored daily, and staffed appropriately to meet response time requirements.

 

 

5. RETURNS, REFUNDS, AND CANCELLATIONS

5.1 Return Policy Compliance

Merchant agrees to honor the return, refund, and warranty policies submitted to Common Goods and made available to customers at the time of purchase.

5.2 Return Authorization

Common Goods will approve returns in compliance with Merchant's stated policy. Merchant agrees to accept returns approved by Common Goods and process refunds accordingly.

5.3 Refund Processing

  • Merchant is responsible for issuing refunds for returned or defective products

  • Commission is credited back to Merchant for fully refunded orders

  • Shipping costs for returns are handled according to Merchant's return policy

 

 

6. TAXES

6.1 Tax Collection and Remittance

  • Common Goods collects all applicable sales taxes (GST/HST/PST/QST) from customers on behalf of Merchant

  • Common Goods remits collected taxes to Merchant along with payout

  • Merchant is solely responsible for remitting taxes to appropriate tax authorities

  • Merchant agrees to comply with all applicable tax laws and maintain proper tax registrations

6.2 Tax Documentation

Merchant agrees to provide Common Goods with necessary tax documentation, including valid tax registration numbers for all jurisdictions where products are sold.

 

 

7. PAYOUTS

7.1 Shopify Collective Merchants

  • Payouts are processed according to Shopify Collective's standard terms of service

  • Shopify handles all payout processing directly

  • No additional payment processing fees apply

7.2 Non-Shopify Collective Merchants

  • Payouts are initiated by Common Goods through Stripe or PayPal

  • Merchant must maintain an active Stripe or PayPal account in good standing to receive payouts

  • Payout timing follows Stripe or PayPal's standard processing schedules

  • Common Goods covers all payment processing fees for customer transactions

 

 

8. REPRESENTATIONS AND WARRANTIES

8.1 Merchant Warranties

Merchant represents and warrants that:

  • Merchant has the legal right to sell all products offered on Common Goods

  • All products comply with applicable laws, regulations, and safety standards

  • Products do not infringe on any third-party intellectual property rights

  • Product descriptions and claims are accurate and not misleading

  • Merchant maintains adequate inventory and fulfillment capabilities

8.2 Product Liability

Merchant is solely responsible for the safety, quality, and legality of products sold and retains all liability for product defects, injuries, or damages arising from products sold through Common Goods.

 

 

9. INTELLECTUAL PROPERTY

9.1 Merchant Content

Merchant grants Common Goods a non-exclusive, worldwide license to use, reproduce, and display Merchant's trademarks, logos, product images, and descriptions for the purpose of marketing and selling Merchant's products on the Common Goods platform.

9.2 Prohibited Products

Merchant agrees not to list products that:

  • Infringe on third-party intellectual property

  • Violate applicable laws or regulations

  • Are prohibited by Common Goods policies

  • Contain false, misleading, or deceptive claims

 

 

10. LIMITATION OF LIABILITY

10.1 Common Goods Liability

Common Goods' total liability for any claims arising from this Agreement shall not exceed the total commission fees paid by Merchant to Common Goods in the twelve (12) months preceding the claim.

10.2 Excluded Damages

Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, even if advised of the possibility of such damages.

10.3 Merchant Indemnification

Merchant agrees to indemnify, defend, and hold harmless Common Goods from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

  • Merchant's products, including product liability claims

  • Breach of Merchant's representations and warranties

  • Violation of any applicable laws or third-party rights

  • Merchant's customer service or fulfillment failures

 

 

11. DATA AND PRIVACY

11.1 Customer Data

  • Common Goods retains ownership of customer data and order information

  • Merchant may not use customer data for marketing purposes without express consent

  • Both parties agree to comply with applicable privacy laws and regulations

  • Merchant must maintain confidentiality of any customer information received

11.2 Order Information

Common Goods will provide Merchant with necessary order information to fulfill purchases, including customer shipping addresses and order details.

 

 

12. TERM AND TERMINATION

12.1 Term

This Agreement begins on the Effective Date and continues until terminated by either party.

12.2 Termination Rights

Either party may terminate this Agreement:

  • With 30 days' written notice for convenience

  • Immediately for material breach if breach is not cured within 15 days of written notice

  • Immediately if the other party becomes insolvent or enters bankruptcy proceedings

12.3 Effect of Termination

Upon termination:

  • Merchant's products will be removed from the Common Goods marketplace

  • Merchant remains responsible for fulfilling all pending orders

  • All outstanding commissions and fees become immediately due

  • Sections 8, 10, 11, and 13 survive termination

 

 

13. GENERAL PROVISIONS

13.1 Governing Law

This Agreement is governed by the laws of the Province of Ontario, Canada, without regard to conflict of law principles.

13.2 Amendments

Common Goods reserves the right to modify this Agreement with 30 days' notice to Merchant. Continued use of the platform after notice constitutes acceptance of modifications.

13.3 Relationship of Parties

The parties are independent businesses operating in a marketplace vendor relationship. This Agreement does not create a partnership, joint venture, employment, agency, franchise, or contractor relationship. Merchant retains full control over its business operations, product selection, pricing, and fulfillment methods.

13.4 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings related to the subject matter.

13.5 Assignment

Merchant may not assign this Agreement without Common Goods' prior written consent. Common Goods may assign this Agreement without consent.

13.6 Waiver

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

13.7 Severability

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

 

 

MERCHANT ACCEPTANCE

By signing below, Merchant acknowledges that they have read, understood, and agree to be bound by this Merchant Terms of Service and Commission Agreement.