Non-Circumvention Policy

Overview

While you have active, paid access to a category, you can't cut DAS out — negotiating directly with our contact, rerouting sales to avoid reporting them, or helping someone else get around us. And for 5 years after your access to a category ends, for any reason, you can't sell, promote, or deal in any brand DAS onboarded you to within that category. This is a restriction you personally agree to with DAS — manufacturers aren't party to it and don't enforce it. Breach means you owe DAS any commission avoided, plus $10,000 CAD in liquidated damages. Disputes go through arbitration, though DAS can go straight to court for an injunction to stop an active breach.


1. Purpose
DAS's core value to the dealer is the introduction and ongoing relationship it facilitates with manufacturers within a category. This policy protects that introduction from being used as a free trial — gaining access through DAS, then dealing directly with the manufacturer to avoid DAS's fees. It applies in addition to, not instead of, the Fee & Commission Policy, Dealer Onboarding Policy, and Termination Policy.

2. No circumvention of DAS (while access is active)
For as long as the dealer has active, paid access to a category, the dealer agrees not to:

  • Contact, negotiate with, or enter into a direct agreement with a manufacturer's onboarding or dealer-relations contact, where the purpose or effect is to avoid fees or commission owed to DAS;
  • Restructure, relabel, or route sales of any brand in the category through another entity, storefront, or individual in order to avoid reporting them to DAS;
  • Introduce, refer, or otherwise assist any other business, dealer, or individual in obtaining direct access to the same manufacturer contact for the purpose of avoiding DAS's involvement or fees.

This does not prevent the dealer from communicating with a manufacturer about routine order, shipping, product, or support matters in the normal course of business as an authorized dealer. It restricts circumvention of DAS's role and fee structure — not ordinary day-to-day dealer-manufacturer contact.

3. Post-termination non-resale restriction
For 5 years after the dealer's paid access to a category ends — whether the dealer stops paying voluntarily, DAS suspends access for non-payment, or DAS terminates the dealer for cause — the dealer agrees not to sell, promote, list, advertise, or otherwise deal in products from any brand DAS onboarded the dealer to within that category. This applies whether the dealer would obtain the products directly from the manufacturer, through another distributor, or through any other channel.

4. This is a DAS-dealer restriction, not a manufacturer one
This policy, including the 5-year restriction in Section 3, is a contractual matter solely between the dealer and DAS. No manufacturer is a party to it, is bound by it, or is responsible for enforcing it. A manufacturer may be willing to authorize the dealer directly after the dealer's DAS relationship ends; the dealer's promise in Section 3 not to act on that is a personal obligation owed to DAS, and breaching it does not affect the validity of any separate agreement between the dealer and the manufacturer — it exposes the dealer to the remedies in Section 5.

5. Remedies for breach
If the dealer breaches this policy — whether Section 2 or Section 3 — DAS may pursue, through the arbitration process set out in the Terms of Service:

  • Any commission that would have been owed to DAS had the sale been properly reported or made through DAS's onboarding, and
  • Liquidated damages of $10,000 CAD, reflecting the value of the introduction and relationship DAS facilitated, in addition to the amount above.

DAS may also permanently decline future category or brand onboarding requests from the dealer. Notwithstanding the arbitration process, DAS may seek immediate injunctive relief from a court to stop an active, ongoing breach of this policy while arbitration proceeds.

6. Confidentiality of DAS's relationships
The dealer agrees to keep confidential any manufacturer contact information, onboarding process details, or commission and pricing terms shared by DAS, and not to disclose or use them for any purpose other than the dealer's own authorized sale of that brand's products.

7. Survival
This policy, including the 5-year restriction, survives termination of the dealer's access, refund of any onboarding fee, and termination of the dealer's relationship with DAS for any reason.

8. Interaction with manufacturer agreements
If the dealer's separate agreement with a manufacturer conflicts with this policy, this policy governs the dealer's obligations to DAS specifically; it does not modify, override, or bind the dealer's agreement with the manufacturer.

9. Per-category basis
The restrictions and the 5-year clock in this policy run separately per product category. Ending access to one category does not start the clock, or restrict the dealer, with respect to any other category the dealer maintains active access to.