Supplier Agreement
Goods Supply & Purchase Order Contract
Plain English — What is this?

A Supplier Agreement is a written contract between you (Velour & Vellum) and the company selling you raw materials or finished goods — for example, your fragrance oil company or glass vessel supplier. It protects you by locking in pricing, delivery timelines, quality standards, and what happens if something goes wrong. Think of it as the ground rules for your business relationship.

GOODS SUPPLY AGREEMENT

This Goods Supply Agreement ("Agreement") is entered into as of [DATE], between:

Buyer: Velour & Vellum Fragrances Inc., a corporation incorporated under the laws of Canada, with its principal place of business at [YOUR ADDRESS] ("Buyer");

Supplier: [SUPPLIER LEGAL NAME], with its principal place of business at [SUPPLIER ADDRESS] ("Supplier").


1. GOODS & SPECIFICATIONS

Supplier agrees to supply the following goods ("Goods") in accordance with the specifications set out in Schedule A (attached): [DESCRIPTION OF GOODS]. Any deviation from the agreed specifications requires prior written approval from Buyer.

2. PURCHASE ORDERS

Buyer will issue written Purchase Orders ("POs") specifying quantity, price per unit, delivery date, and delivery location. Each accepted PO forms a binding contract. Supplier must confirm acceptance within [2] business days. Buyer reserves the right to cancel a PO within 24 hours of issuance without penalty.

3. PRICING & PAYMENT

Unit prices are as set out in each PO. Prices are fixed for [12] months from the date of this Agreement. Supplier must provide 30 days' written notice of any price change. Payment terms: Net [30] days from date of invoice. Late payments accrue interest at [1.5]% per month.

4. DELIVERY & RISK OF LOSS

Delivery shall be [DAP / FOB / EXW] to [DELIVERY LOCATION]. Risk of loss passes to Buyer upon delivery and acceptance. Supplier is responsible for all costs and risk of loss until delivery. Time is of the essence for all delivery dates.

5. INSPECTION & REJECTION

Buyer has [10] business days after delivery to inspect Goods and notify Supplier of any defects or non-conformance. Rejected Goods shall be returned at Supplier's cost. Supplier shall replace rejected Goods or issue a full refund within [15] business days.

6. QUALITY & COMPLIANCE

All Goods must comply with applicable Canadian federal and provincial regulations, including but not limited to Health Canada requirements, CCPSA, and any applicable fragrance industry standards (IFRA). Supplier shall provide safety data sheets (SDS/MSDS) for all applicable materials.

7. CONFIDENTIALITY

Each party agrees to keep confidential all non-public business information disclosed by the other party and to use such information solely for the purpose of this Agreement.

8. TERM & TERMINATION

This Agreement commences on the date above and continues for [12] months, automatically renewing for successive 12-month periods unless either party provides 30 days' written notice of non-renewal. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure within 15 days of notice.

9. LIMITATION OF LIABILITY

Neither party shall be liable for indirect, incidental, or consequential damages. Supplier's total liability shall not exceed the value of the applicable PO giving rise to the claim.

10. GOVERNING LAW

This Agreement is governed by the laws of the Province of [ONTARIO / BRITISH COLUMBIA / etc.] and the applicable laws of Canada. Disputes shall be resolved by binding arbitration in [CITY], Ontario.

SIGNATURES

VELOUR & VELLUM FRAGRANCES INC.

Signature: _________________________ Date: ___________

Name: [YOUR NAME]    Title: [TITLE]

SUPPLIER:

Signature: _________________________ Date: ___________

Name: [NAME]    Title: [TITLE]

Non-Disclosure Agreement (NDA)
Mutual Confidentiality Agreement
Plain English — What is this?

An NDA (Non-Disclosure Agreement) means both you and the other person agree to keep each other's secrets. Use it before sharing your fragrance formulas, pricing strategies, supplier contacts, or business plans with anyone — a manufacturer, a photographer, a potential partner. If they break it, you can take legal action.

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] between Velour & Vellum Fragrances Inc. ("Company") and [RECIPIENT NAME / COMPANY] ("Recipient") (collectively, the "Parties").

1. PURPOSE

The Parties wish to explore a potential business relationship regarding [PURPOSE, e.g., fragrance product development / manufacturing / collaboration] ("Purpose"), and in connection with such Purpose, each Party may disclose to the other certain Confidential Information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any non-public information disclosed by either Party, including but not limited to: business plans, financial data, product formulas, fragrance compositions, supplier and customer lists, pricing, marketing strategies, and trade secrets, whether disclosed orally, in writing, or by any other means.

3. OBLIGATIONS

Each Party agrees to: (a) hold the other Party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent; (c) use Confidential Information solely for the Purpose; (d) protect Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.

4. EXCLUSIONS

Obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known by the Recipient before disclosure; (c) is independently developed without use of Confidential Information; (d) is required to be disclosed by law, regulation, or court order.

5. TERM

This Agreement is effective as of the date above and continues for [3] years. Obligations of confidentiality survive termination.

6. RETURN OF INFORMATION

Upon request, each Party shall promptly return or destroy all Confidential Information received from the other Party.

7. REMEDIES

Each Party acknowledges that a breach of this Agreement would cause irreparable harm for which monetary damages may be inadequate, and that the non-breaching Party shall be entitled to seek injunctive relief in addition to all other remedies available at law or in equity.

8. GOVERNING LAW

This Agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

SIGNATURES

Signature: _________________________ Date: ___________

Name: [YOUR NAME]   Company: Velour & Vellum Fragrances Inc.

Signature: _________________________ Date: ___________

Name: [NAME]   Company: [COMPANY]

Consignment Agreement
Product Placement with Retail Partners
Plain English — What is this?

Consignment means you leave your products at a store, boutique, or spa — they sell them and keep a percentage. You only get paid when something sells. This contract spells out: who owns the product until it sells (you do), what the split is, and what happens to unsold stock. Use this when placing V&V products in local retailers before you're big enough to do wholesale.

CONSIGNMENT AGREEMENT

This Agreement is entered into as of [DATE] between Velour & Vellum Fragrances Inc. ("Consignor") and [RETAILER / SHOP NAME], located at [ADDRESS] ("Consignee").

1. CONSIGNED GOODS

Consignor agrees to place the following goods on consignment with Consignee: [PRODUCT DESCRIPTIONS, SKUs, QUANTITIES] (the "Goods"). Consignor shall maintain a current consignment inventory list, updated with each delivery.

2. TITLE & OWNERSHIP

Title to the Goods remains with the Consignor until sold. Consignee holds the Goods as agent for Consignor and shall not pledge, encumber, or sell the Goods except as provided in this Agreement.

3. PRICING & COMMISSION

Retail selling price shall be [RETAIL PRICE] per unit, as set by Consignor. Consignee shall retain [30]% of the retail selling price as commission. Consignor receives [70]% of each sale. Consignee shall not discount products without written approval from Consignor.

4. PAYMENT & REPORTING

Consignee shall provide a monthly sales report by the [5th] of each month and remit payment to Consignor within [15] days of month-end. Consignor has the right to audit Consignee's sales records with 5 business days' notice.

5. CARE & DISPLAY

Consignee shall display the Goods prominently in a manner consistent with their status as premium luxury products. Goods shall be stored safely, away from direct sunlight and heat. Consignee is responsible for any loss, theft, or damage to the Goods while in Consignee's possession.

6. INSURANCE

Consignee shall maintain adequate insurance coverage for the Goods while on the premises, valued at the wholesale cost of inventory on hand. Proof of insurance shall be provided to Consignor upon request.

7. RETURN OF GOODS

Either party may terminate this Agreement with 14 days' written notice. Upon termination, Consignee shall return all unsold Goods in original condition within 7 days at Consignee's expense. Damaged goods shall be paid for at wholesale cost.

8. TERM

This Agreement is effective from the date above and continues for [12] months, renewing automatically unless terminated as provided above.

SIGNATURES

Signature: _________________________ Date: ___________

Name: [YOUR NAME]   Velour & Vellum Fragrances Inc. (Consignor)

Signature: _________________________ Date: ___________

Name: [NAME]   [COMPANY] (Consignee)

Wholesale Terms & Conditions
B2B Wholesale Account Agreement
Plain English — What is this?

Wholesale Terms & Conditions (T&Cs) are the rules of your wholesale program. When a spa, boutique, or gift shop wants to buy your products in bulk to resell, they need to agree to these rules. This covers: minimum order amounts, payment terms, what they can and can't do with your brand, and how disputes are handled. It protects your brand standards and ensures you get paid.

VELOUR & VELLUM FRAGRANCES INC.
WHOLESALE TERMS & CONDITIONS

By placing a wholesale order with Velour & Vellum Fragrances Inc. ("V&V"), you ("Wholesale Account" or "Retailer") agree to these Terms & Conditions.

1. WHOLESALE ACCOUNT APPROVAL

All wholesale accounts are subject to approval. V&V reserves the right to decline any application. Accounts must provide valid business registration, HST/GST number, and proof of retail premises or verified e-commerce platform.

2. MINIMUM ORDER REQUIREMENTS

Minimum opening order: $[500] CAD. Minimum reorder: $[250] CAD. Orders below minimums are subject to a $25 small-order surcharge.

3. PRICING

Wholesale pricing is provided in the current V&V Wholesale Catalogue. Prices are in Canadian dollars and exclude applicable taxes. V&V reserves the right to change pricing with 30 days' notice.

4. PAYMENT TERMS

Opening orders: payment in full prior to shipment. Established accounts (after 3 completed orders): Net 30 from invoice date, subject to credit approval. Accepted methods: EFT/e-transfer, credit card (2.9% processing fee applies). Overdue accounts are suspended until balance is cleared.

5. MINIMUM ADVERTISED PRICE (MAP) POLICY

Retailers must not advertise or sell V&V products below the Minimum Advertised Price as set in the current price list. Violation results in immediate account suspension. V&V products must not be listed on unauthorized third-party marketplaces (e.g. Amazon, eBay) without written consent.

6. SHIPPING & DELIVERY

Orders ship within [5–7] business days. Shipping is FOB V&V's facility. Risk of loss passes to Retailer upon handoff to carrier. Minimum order for free shipping: $[750] CAD. V&V is not responsible for carrier delays.

7. RETURNS & DEFECTS

V&V does not accept returns of non-defective goods. Claims for damaged or defective goods must be made within 5 business days of delivery with photographic evidence. Approved claims will receive replacement product or credit. No cash refunds on wholesale orders.

8. BRAND STANDARDS

Retailers must display and present V&V products in a manner consistent with our brand positioning as a premium luxury home fragrance brand. V&V may audit retailer display compliance with advance notice. Unauthorized use of V&V logos, imagery, or trademarks is prohibited.

9. EXCLUSIVITY

V&V does not guarantee geographic exclusivity unless stated in a separate written agreement signed by both parties.

10. GOVERNING LAW

These Terms are governed by the laws of the Province of Ontario, Canada.

Credit Check Form
Wholesale Account Credit Application
Plain English — What is this?

Before giving a wholesale account Net 30 payment terms (meaning they pay you 30 days after receiving goods), you want to make sure they're financially reliable. This form collects their business details, bank references, and existing trade references so you can verify they pay their bills on time. Think of it like checking someone's credit before lending them money — except you're lending them products.

VELOUR & VELLUM FRAGRANCES INC.
WHOLESALE CREDIT APPLICATION

Complete all fields. Credit terms are subject to review and approval. Falsification of any information is grounds for immediate account termination.

BUSINESS INFORMATION

Legal Business Name: _______________________________________

Operating / Trade Name (if different): _________________________

Business Address: _________________________________________

City: _________________ Province: ________ Postal Code: ________

Business Phone: _________________ Business Email: _____________

Website / Shopify Store URL: _________________________________

Type of Business: □ Corporation   □ Partnership   □ Sole Proprietor

Year Established: _________ HST/GST Number: _________________

Business Registration Number: _______________________________

OWNERSHIP INFORMATION

Owner / Principal Name: _____________________________________

Title: ___________________ Direct Phone: _____________________

Email: _________________________________________________

CREDIT REQUEST

Credit Limit Requested: $ ____________ CAD

Requested Payment Terms: □ Net 15   □ Net 30   □ Net 45

Average Monthly Purchase Estimate: $ ____________ CAD

BANK REFERENCE

Bank Name: ______________________________________________

Branch Address: __________________________________________

Account Type: □ Chequing   □ Savings

Contact Name at Bank: ____________________________________

Phone: _________________________________________________

TRADE REFERENCES (Provide 2 — suppliers you currently buy from on credit terms)

Reference 1:

Company: _________________ Contact: ___________________

Phone: __________________ Email: ______________________

Account # / Type: _____________ Credit Limit: $_____________

Reference 2:

Company: _________________ Contact: ___________________

Phone: __________________ Email: ______________________

Account # / Type: _____________ Credit Limit: $_____________

AUTHORIZATION

By signing below, I authorize Velour & Vellum Fragrances Inc. to verify the information provided, contact references, and perform a credit inquiry. I certify that all information is accurate and complete. I understand that approval of this application does not guarantee any specific credit limit or payment terms.

Signature: _________________________ Date: ___________

Print Name: __________________ Title: __________________

Pre-Authorization Form
Credit / Debit Card Pre-Authorization
Plain English — What is this?

A Pre-Authorization Form gives you permission to charge a customer's credit card in the future without them being physically present — for example, for recurring subscription orders, overdue invoices, or automatic reorders. The customer signs this once to approve future charges. This is legally required — you cannot charge someone's card without their written consent.

CREDIT / DEBIT CARD PRE-AUTHORIZATION FORM

Velour & Vellum Fragrances Inc.

This form authorizes Velour & Vellum Fragrances Inc. to charge the payment method below under the conditions specified. Keep a copy for your records.

CARDHOLDER INFORMATION

Full Name (as on card): _____________________________________

Billing Address: ___________________________________________

City: ______________ Province: _______ Postal Code: __________

Phone: __________________ Email: __________________________

PAYMENT METHOD

Card Type: □ Visa   □ Mastercard   □ American Express   □ Debit

Card Number: __ __ __ __ – __ __ __ __ – __ __ __ __ – __ __ __ __

Expiry Date: _____ / _____     CVV: ______

⚠ For security: Velour & Vellum does not store full card numbers. CVV is collected for verification only and is not retained. For recurring billing, we use a PCI-compliant payment processor (e.g. Stripe, Square).

AUTHORIZATION TYPE

One-Time Charge — Amount: $ ____________   Date: ___________

Recurring Charge — Amount: $ ____________ per □ Month □ Quarter

   Starting: ___________   Ending (or until cancelled): ___________

Invoice Authorization — I authorize V&V to charge my card for any outstanding invoices upon due date (Net 30 from invoice date).

PURPOSE / DESCRIPTION

□ Wholesale order payment   □ Subscription: [PRODUCT]   □ Outstanding invoice   □ Other: _______________

TERMS

I authorize Velour & Vellum Fragrances Inc. to charge the credit/debit card listed above for the amount(s) indicated. For recurring charges, this authorization will remain in effect until I provide written notice of cancellation with 15 days' advance notice. I confirm that I am the authorized cardholder. I understand that this authorization is subject to V&V's refund and return policy. Disputes must be raised with V&V before initiating a chargeback.

Signature: _________________________ Date: ___________

Print Name: ______________________________________________

Influencer / Creator Agreement
Paid Partnership & Content Creation Contract
Plain English — What is this?

Before working with any content creator, blogger, or influencer — whether you're paying them cash, sending free product, or offering a commission — get this signed. It defines: exactly what content they must create, what you can do with that content (do you own it?), disclosure rules (they MUST say it's a paid partnership by Canadian law), and what happens if they post something that harms your brand.

CREATOR / INFLUENCER AGREEMENT

This Agreement is entered into as of [DATE] between Velour & Vellum Fragrances Inc. ("Brand") and [CREATOR NAME] ("Creator").

1. CAMPAIGN & DELIVERABLES

Creator agrees to create and publish the following content ("Deliverables"):

Platform(s): [Instagram / TikTok / YouTube / Pinterest]

Content Type: [e.g. 1 × Instagram Reel, 3 × Stories, 1 × TikTok video]

Go-Live Date(s): [DATE(S)]

Key Message: [BRIEF, e.g. "Introduce V&V reed diffusers as everyday luxury for the home"]

Required Tags: @velourandvellum  |  #VelourAndVellum  |  #ad or #sponsored (as required by law)

2. COMPENSATION

□ Flat Fee: $ [AMOUNT] CAD, payable within [30] days of final content approval.

□ Product Gifting: Products valued at $ [VALUE], no additional compensation.

□ Affiliate Commission: [X]% of sales generated via Creator's unique discount code / link.

3. CONTENT APPROVAL

Creator shall submit all Deliverables for Brand approval at least [72] hours prior to the scheduled go-live date. Brand may request one round of reasonable revisions. Brand's approval shall not be unreasonably withheld. If Brand does not respond within 48 hours, content is deemed approved.

4. CONTENT RIGHTS & USAGE

Creator grants Brand a non-exclusive, royalty-free, perpetual license to repost, share, and use all Deliverables for Brand's own marketing purposes across all platforms and media. Creator retains ownership of the original content. Creator grants Brand the right to boost/promote the content as a paid ad on the applicable platform.

5. DISCLOSURE REQUIREMENTS

⚠ Mandatory disclosure: All Deliverables must prominently disclose the paid/gifted nature of the partnership in compliance with the Competition Bureau of Canada's guidelines and applicable platform policies. Acceptable disclosures: "#ad", "#sponsored", "#gifted", or a platform-native paid partnership label. Failure to disclose is a material breach of this Agreement.

6. EXCLUSIVITY

For [30] days surrounding the campaign go-live date, Creator agrees not to post sponsored content for direct competitors in the luxury home fragrance category (reed diffusers, candles, room sprays).

7. MORAL RIGHTS & BRAND STANDARDS

Creator agrees not to portray V&V products in a negative, inappropriate, or brand-inconsistent manner. Creator shall not modify, damage, or misrepresent products. Brand may require Creator to remove non-compliant content within 24 hours of written notice.

8. TERM & TERMINATION

This Agreement applies to the specific campaign described herein. Either party may terminate with 48 hours' notice if Deliverables have not yet been published. Compensation for completed work is non-refundable unless content violates this Agreement.

9. INDEPENDENT CONTRACTOR

Creator is an independent contractor and not an employee of Brand. Creator is responsible for all applicable taxes on compensation received.

SIGNATURES

Signature: _________________________ Date: ___________

Name: [YOUR NAME]   Velour & Vellum Fragrances Inc.

Signature: _________________________ Date: ___________

Creator Name: [CREATOR NAME]   @[HANDLE]

Photo & Video Release Form
Model / Photographer Release
Plain English — What is this?

Any time you photograph or film someone for your brand — a model in a lifestyle shoot, someone using your products — you need this signed. Without it, they could demand you take down the images or even sue you. Also use this when hiring a freelance photographer to confirm you own (or can use) the photos they take for you.

PHOTO & VIDEO RELEASE AND CONSENT FORM

This Release is entered into as of [DATE] between Velour & Vellum Fragrances Inc. ("Company") and [SUBJECT / PHOTOGRAPHER NAME] ("Grantor").

GRANT OF RIGHTS

Grantor hereby irrevocably grants Company the right, without additional compensation, to use, reproduce, publish, display, distribute, and create derivative works from all photographs, video, and audio recordings of Grantor (or taken by Grantor as photographer, as applicable) in connection with: [DESCRIBE SHOOT / PROJECT].

PERMITTED USES

Permitted uses include: social media (Instagram, TikTok, Facebook, Pinterest), website and e-commerce, email marketing, digital advertising, print advertising, press kits and media. These rights are perpetual, worldwide, and royalty-free.

OWNERSHIP (PHOTOGRAPHER)

If Grantor is a photographer: Grantor assigns all copyright in the images to Company, retaining only portfolio rights (the right to display the images in their personal portfolio with credit to Company). Grantor waives all moral rights to the extent permitted by Canadian law.

COMPENSATION

□ Fee of $ [AMOUNT] CAD   □ Product gifting   □ No compensation (voluntary)

CONFIRMATION

Grantor confirms they are 18 years of age or older (or parent/guardian signature required for minors) and has the legal authority to enter into this Agreement.

Signature: _________________________ Date: ___________

Print Name: _________________ Email: ___________________

Affiliate Program Agreement
Commission-Based Referral Partnership
Plain English — What is this?

An affiliate earns a commission whenever someone they refer makes a purchase. You give them a unique discount code or tracking link. When someone uses it, they get paid a percentage. This agreement sets the commission rate, how and when you pay them, and the rules for promoting your brand — so they can't misrepresent you or make false claims to drive sales.

AFFILIATE PROGRAM AGREEMENT

This Agreement is between Velour & Vellum Fragrances Inc. ("Company") and [AFFILIATE NAME] ("Affiliate") as of [DATE].

1. COMMISSION STRUCTURE

Affiliate earns [15]% commission on net sales (excluding taxes and shipping) generated through Affiliate's unique code or tracking link. Commissions are calculated on completed, non-refunded orders only.

2. PAYMENT

Commissions are paid monthly by the [15th] of the following month for all qualified sales in the prior month. Minimum payout threshold: $[50] CAD. Payment via e-transfer or PayPal.

3. PROHIBITED CONDUCT

Affiliate shall not: bid on V&V brand keywords in paid search; make false or misleading claims about products; post coupon codes on unauthorized coupon sites; offer rebates from their own commission without prior approval; spam or use deceptive marketing practices.

4. DISCLOSURE

Affiliate must clearly disclose their affiliate relationship with V&V in all promotional content, in compliance with Competition Bureau of Canada guidelines and applicable platform policies.

5. TERM & TERMINATION

This Agreement continues until terminated by either party with 14 days' written notice. Company may terminate immediately for breach. Commissions on completed orders before termination shall be paid.

Signature: _________________________ Date: ___________

Name: [YOUR NAME]   Velour & Vellum Fragrances Inc.

Signature: _________________________ Date: ___________

Affiliate: [NAME / HANDLE]

Website Terms of Service
Shopify Store Terms of Service
Plain English — What is this?

Terms of Service (ToS) are the rules of your online store. Every customer technically agrees to them when they use your website or place an order. They cover: what you sell, how orders work, your return policy, what you're not responsible for, and how disputes are handled. Shopify requires you to have these. Without them, customers can dispute far more and you have less legal protection.

VELOUR & VELLUM FRAGRANCES INC.
TERMS OF SERVICE

Last updated: [DATE]

Welcome to Velour & Vellum Fragrances Inc. ("V&V," "we," "us," or "our"), operating at [WEBSITE URL] (the "Site"). By accessing or using our Site or placing an order, you agree to these Terms of Service ("Terms").

1. PRODUCTS & AVAILABILITY

We reserve the right to limit quantities, discontinue products, or refuse orders at our sole discretion. Colours, scents, and product details are described as accurately as possible; however, screen colours may vary.

2. PRICING & PAYMENT

All prices are in Canadian dollars (CAD) unless otherwise stated. We accept Visa, Mastercard, American Express, Apple Pay, Google Pay, and Shop Pay. Applicable taxes (HST/GST) are added at checkout. We reserve the right to correct pricing errors even after an order is placed.

3. ORDERS & CANCELLATIONS

An order confirmation does not guarantee shipment. We may cancel orders due to product unavailability, payment issues, or suspected fraud. You may cancel an order within 2 hours of placement; after that, cancellations may not be possible if the order has been processed.

4. SHIPPING

We ship within Canada and, where indicated, internationally. Processing time is [3–5] business days. Estimated delivery times are provided by carriers and are not guaranteed. V&V is not responsible for delays caused by carriers, customs, or circumstances beyond our control.

5. RETURNS & REFUNDS

See our Return & Refund Policy (incorporated herein by reference) at [URL]. For hygiene and safety reasons, opened fragrance products are not eligible for return unless defective.

6. INTELLECTUAL PROPERTY

All content on this Site — including text, images, logos, designs, and product descriptions — is the property of Velour & Vellum Fragrances Inc. or its licensors and is protected by Canadian copyright law. You may not reproduce, distribute, or use our content without written permission.

7. DISCLAIMER OF WARRANTIES

Our products and Site are provided "as is." We make no warranties, express or implied, regarding fitness for a particular purpose or uninterrupted access to the Site.

8. LIMITATION OF LIABILITY

To the fullest extent permitted by law, V&V's total liability for any claim arising from these Terms or use of our products shall not exceed the amount you paid for the relevant order. We are not liable for indirect, incidental, or consequential damages.

9. CASL COMPLIANCE [?]

We comply with Canada's Anti-Spam Legislation (CASL). Marketing emails are only sent with your express consent, and you may unsubscribe at any time via the link in any email.

10. GOVERNING LAW

These Terms are governed by the laws of the Province of Ontario, Canada. Any disputes shall be resolved in the courts of Ontario.

11. CHANGES TO TERMS

We reserve the right to update these Terms at any time. Continued use of the Site after changes constitutes acceptance of the updated Terms.

CONTACT

Velour & Vellum Fragrances Inc.  |  [EMAIL]  |  [ADDRESS]

Privacy Policy (PIPEDA-Compliant)
Personal Information Collection & Use
Plain English — What is this?

Canadian law (PIPEDA — Personal Information Protection and Electronic Documents Act) requires you to tell customers exactly what personal information you collect, why you collect it, who you share it with, and how they can request you delete it. Your Shopify store collects names, emails, addresses, and payment info — so you legally need this policy published on your website. PIPEDA is Canada's privacy law, similar to Europe's GDPR.

PRIVACY POLICY

Velour & Vellum Fragrances Inc.  |  Last updated: [DATE]

We are committed to protecting your personal information and complying with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy laws.

1. INFORMATION WE COLLECT

Information you provide: Name, email address, shipping and billing address, phone number, payment information (processed securely by Shopify/Stripe; we do not store full card numbers), order history, and any communications you send us.

Information collected automatically: IP address, browser type, device type, pages visited, referring URLs, and Shopify/Google Analytics data for website usage analysis.

2. HOW WE USE YOUR INFORMATION

To process and fulfill orders; to send order confirmations and shipping updates; to send marketing emails (with your consent, per CASL); to improve our website and products; to comply with legal obligations; to prevent fraud.

3. WHO WE SHARE YOUR INFORMATION WITH

We may share your information with: shipping carriers (to deliver your order); payment processors (Shopify Payments, Stripe); email marketing platforms (Klaviyo); analytics providers (Google Analytics); legal authorities when required by law. We do not sell your personal information.

4. DATA RETENTION

We retain your personal information for as long as necessary to fulfill the purposes outlined, typically 7 years for financial records (required by the CRA) and 2 years for marketing data.

5. YOUR RIGHTS

Under PIPEDA, you have the right to: access your personal information we hold; correct inaccurate information; withdraw consent for marketing communications at any time; request deletion of your information (subject to legal retention requirements).

6. COOKIES

We use cookies for website functionality, analytics, and marketing. See our Cookie Policy for details. You can disable cookies in your browser settings.

7. SECURITY

We use SSL encryption and Shopify's security infrastructure. No method of internet transmission is 100% secure; however, we take commercially reasonable steps to protect your information.

8. CONTACT & COMPLAINTS

Privacy Officer: [YOUR NAME]  |  [EMAIL]

Complaints may also be directed to the Office of the Privacy Commissioner of Canada: priv.gc.ca

Return & Refund Policy
Customer-Facing Retail Policy
Plain English — What is this?

Your return policy tells customers what to do if they don't want what they ordered. In Canada, there's no legal requirement to accept returns on non-defective goods — but having a clear, fair policy builds customer trust and reduces chargebacks (when customers dispute charges with their bank). For fragrance products specifically, you can decline returns on opened items for hygiene reasons.

RETURN & REFUND POLICY

Velour & Vellum Fragrances Inc.  |  Effective: [DATE]

We take pride in the quality of every Velour & Vellum product. If something isn't right, we're here to help.

ELIGIBILITY FOR RETURNS

We accept returns within [14] days of delivery for:

✓ Unopened, unused items in original packaging.

✓ Items received damaged or defective.

✗ Opened fragrance products (for hygiene and safety reasons).

✗ Sale or discounted items (marked Final Sale at checkout).

✗ Custom or personalized orders.

HOW TO START A RETURN

Email us at [EMAIL] within the return window with your order number and a brief description of the issue. We will respond within 2 business days with return instructions. Do not send items back without authorization.

REFUNDS

Approved refunds are processed to your original payment method within [5–10] business days of receiving the return. Original shipping charges are non-refundable unless the return is due to our error (wrong or defective item).

DAMAGED OR DEFECTIVE ITEMS

If your order arrived damaged, please photograph the damage and email us within [5] business days of delivery. We will replace the item or issue a full refund at no cost to you. We may not require you to return the damaged item.

EXCHANGES

We do not offer direct exchanges. If you'd like a different product, please return the eligible item and place a new order.

INTERNATIONAL ORDERS

Customers are responsible for return shipping costs on international orders. We are not responsible for customs duties or taxes on returned items.

Employment Offer Letter
Full-Time or Part-Time Employee Offer
Plain English — What is this?

When you're ready to hire someone as an employee (not a contractor), send them a formal offer letter before they start. This letter confirms: job title, start date, salary or hourly rate, hours, benefits if any, and notice period. In Canada, employment law (the Employment Standards Act in Ontario) sets minimum rules — this letter must not offer less than the legal minimums. Have your lawyer review before issuing to your first hire.

LETTER OF EMPLOYMENT OFFER

[DATE]

Dear [CANDIDATE NAME],

We are pleased to offer you employment with Velour & Vellum Fragrances Inc. ("Company") on the following terms:

POSITION & COMMENCEMENT

Position: [JOB TITLE]

Reports to: [NAME / TITLE]

Start Date: [DATE]

Location: [OFFICE ADDRESS / Remote]

COMPENSATION

Salary / Rate: $ [AMOUNT] CAD per □ hour □ year

Pay Schedule: □ Bi-weekly   □ Semi-monthly   □ Monthly

Overtime: Overtime is paid at 1.5× your regular rate for hours worked beyond [44] hours per week, in accordance with the Employment Standards Act, 2000 (Ontario).

HOURS OF WORK

Standard hours: [e.g. Monday–Friday, 9:00 AM – 5:00 PM], approximately [40] hours per week. Hours may vary based on business needs.

BENEFITS

□ Health & Dental (details in employee handbook)   □ Vacation: [2] weeks per year (minimum per ESA)   □ Employee product discount: [30]%

PROBATIONARY PERIOD

This offer is contingent on a [3]-month probationary period, during which either party may terminate employment with [1] week's notice.

TERMINATION

Following the probationary period, either party may terminate employment by providing notice as required by the Employment Standards Act, 2000. The Company reserves the right to provide pay in lieu of notice.

CONFIDENTIALITY & NON-SOLICITATION

As a condition of employment, you will be required to sign the Company's Confidentiality and Non-Solicitation Agreement, protecting proprietary information and client relationships.

ACCEPTANCE

This offer expires on [DATE]. Please sign and return to confirm acceptance.

Sincerely,

[YOUR NAME]
Velour & Vellum Fragrances Inc.

ACCEPTANCE:

Signature: _________________________ Date: ___________

Print Name: [EMPLOYEE NAME]

Independent Contractor Agreement
Freelance / Consultant Services
Plain English — What is this?

When you hire a freelancer — a graphic designer, a web developer, a social media manager — they are NOT an employee. This agreement makes that clear. It's important because if the CRA (Canada Revenue Agency) thinks your "freelancer" is actually an employee, you could owe back payroll taxes. This contract outlines: what they'll deliver, how much you'll pay them, that they're responsible for their own taxes, and who owns the work they create for you.

INDEPENDENT CONTRACTOR AGREEMENT

This Agreement is entered into as of [DATE] between Velour & Vellum Fragrances Inc. ("Company") and [CONTRACTOR NAME / COMPANY] ("Contractor").

1. SERVICES

Contractor agrees to provide the following services ("Services"): [DETAILED DESCRIPTION OF WORK]

Deliverables: [SPECIFIC OUTPUTS / FILES / RESULTS]

Deadline: [DATE(S)]

2. COMPENSATION

Company will pay Contractor: $ [AMOUNT] CAD □ per hour □ as a fixed project fee  |  payable upon [completion / milestones]. Contractor will invoice Company and payment will be made within [15] days of receipt of invoice.

3. INDEPENDENT CONTRACTOR STATUS

Contractor is an independent contractor and not an employee, partner, or agent of Company. Contractor is solely responsible for all applicable taxes (income tax, HST/GST if registered, CPP if applicable), insurance, and employment obligations. Company will not deduct income tax, CPP, or EI from payments to Contractor.

💡 CRA Test: The CRA looks at control (does the company control how the work is done?), ownership of tools, chance of profit/risk of loss, and integration. Structure your working relationship accordingly.

4. INTELLECTUAL PROPERTY

All work product, deliverables, designs, code, written content, and other materials created by Contractor in the performance of Services under this Agreement ("Work Product") shall be considered work made for hire and shall be the exclusive property of Company. Contractor assigns all intellectual property rights in the Work Product to Company. Contractor retains no rights to use Work Product without written consent from Company.

5. CONFIDENTIALITY

Contractor agrees to keep all Company Confidential Information strictly confidential and to use it solely for the performance of Services. This obligation survives termination of this Agreement.

6. TERM & TERMINATION

This Agreement is effective from the date above and continues until Services are completed, or until terminated by either party with [7] days' written notice. Company shall pay for all Services satisfactorily performed prior to termination.

7. NON-SOLICITATION

For [12] months following termination, Contractor shall not solicit or hire any Company employee or contractor, nor solicit Company clients with whom Contractor had direct contact during the engagement.

8. GOVERNING LAW

Governed by the laws of the Province of Ontario, Canada.

SIGNATURES

Signature: _________________________ Date: ___________

Name: [YOUR NAME]   Velour & Vellum Fragrances Inc.

Signature: _________________________ Date: ___________

Contractor: [NAME]   Business: [COMPANY / SOLE PROP]

HST/GST #: [IF APPLICABLE]

Cease & Desist Letter
IP Infringement / Brand Misuse
Plain English — What is this?

A Cease & Desist letter is a formal letter demanding someone stop doing something that harms you — for example, using your brand name, copying your product images, or selling counterfeit products. It's not a lawsuit — it's a warning before a lawsuit. Most people stop when they receive one. If they don't, you have documented evidence that you warned them, which helps in court. Send via registered mail or email with read receipt.

CEASE AND DESIST NOTICE

[DATE]  |  SENT VIA REGISTERED MAIL AND EMAIL

To: [RECIPIENT NAME]
[RECIPIENT ADDRESS / EMAIL]

RE: Unauthorized Use of Velour & Vellum Intellectual Property — Demand to Cease and Desist

This letter is sent on behalf of Velour & Vellum Fragrances Inc. ("V&V"), the owner of the Velour & Vellum brand, trademark(s), and associated intellectual property.

It has come to our attention that you are currently engaged in the following unauthorized activity:

[DESCRIBE THE INFRINGEMENT SPECIFICALLY — e.g., "Using the name 'Velour & Vellum' on your Instagram account @[handle] to promote competing fragrance products," or "Reproducing V&V product photographs without authorization on [website URL]"]

This conduct constitutes an infringement of V&V's rights under:

□ The Trade-marks Act (R.S.C. 1985, c. T-13) and the Trademarks Act (S.C. 2018, c. 27) — unauthorized use of our registered/common law trademark.

□ The Copyright Act (R.S.C. 1985, c. C-42) — unauthorized reproduction of our copyrighted images/content.

□ The Competition Act — misleading representations.

You are hereby demanded to:

1. Immediately cease all use of the Velour & Vellum name, logo, images, or intellectual property.

2. Remove all infringing content from all platforms, websites, and marketing materials within [5] business days of the date of this letter.

3. Provide written confirmation that you have complied with the above demands.

If you fail to comply within the stated period, V&V reserves all legal rights and remedies, including but not limited to seeking injunctive relief, monetary damages, and recovery of legal costs.

This letter is not intended as a full statement of V&V's rights or remedies and should not be construed as a waiver of any rights or claims.

We urge you to take this matter seriously and respond promptly.

Sincerely,

[YOUR NAME]
Authorized Representative
Velour & Vellum Fragrances Inc.
[EMAIL]  |  [PHONE]

⚠ For maximum legal effect, have a lawyer send this on their letterhead. A lawyer's letter carries significantly more weight and cannot be dismissed as easily.

Intellectual Property Assignment
Transfer of IP Ownership to V&V
Plain English — What is this?

If a freelancer creates something for you — a logo, a website design, a custom fragrance formula — copyright law says they own it unless they sign it over to you. An IP Assignment Agreement transfers ownership from them to you. This is critical: without it, the person who designed your logo could theoretically prevent you from using it or demand more money. Always get this signed by anyone who creates original work for your brand.

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

This Agreement is entered into as of [DATE] between Velour & Vellum Fragrances Inc. ("Assignee") and [CREATOR / CONTRACTOR NAME] ("Assignor").

1. ASSIGNMENT

For good and valuable consideration (the receipt and sufficiency of which is acknowledged), Assignor hereby irrevocably assigns, transfers, and conveys to Assignee all right, title, and interest, including all intellectual property rights, in and to the following works and materials ("Assigned Works"):

[DESCRIBE THE WORKS — e.g., "The logo design for Velour & Vellum Fragrances Inc., including all source files, vector files, and design variations," or "The fragrance formula and blend specifications for the product known as 'Sanctuary'"]

2. SCOPE OF RIGHTS ASSIGNED

The rights assigned include: all copyrights; all trademark rights (including the right to register); all trade secret rights; all patent rights (including the right to apply for patents); all moral rights to the extent permitted by applicable law; the right to create derivative works; the right to enforce against infringers.

3. WAIVER OF MORAL RIGHTS

To the fullest extent permitted by Canadian law, Assignor waives all moral rights in the Assigned Works in favour of Assignee and Assignee's successors and assigns.

4. FURTHER ASSURANCES

Assignor agrees to execute any additional documents reasonably required to perfect Assignee's ownership, including applications to CIPO (Canadian Intellectual Property Office) or USPTO.

5. REPRESENTATIONS

Assignor represents that: (a) Assignor is the sole creator and owner of the Assigned Works; (b) the Assigned Works do not infringe any third party's intellectual property; (c) Assignor has full authority to enter into this Agreement.

6. CONSIDERATION

In consideration of this assignment, Assignee agrees to pay Assignor: $ [AMOUNT] CAD (if not already paid as part of a services agreement).

SIGNATURES

Signature: _________________________ Date: ___________

Name: [YOUR NAME]   Velour & Vellum Fragrances Inc. (Assignee)

Signature: _________________________ Date: ___________

Assignor: [NAME]