Terms of Service

Overview

These Terms of Service govern the relationship between you (the dealer) and Distribution DAS ("DAS"). They work together with our Fee & Commission Policy, Dealer Onboarding Policy, Non-Circumvention Policy, Refund Policy, MAP Disclaimer, Termination Policy, Limitation of Liability, and Privacy Policy — all of these documents form a single agreement between you and DAS. Disputes go through arbitration, DAS can act as facilitator only (not a party to your purchase agreements with manufacturers), and Quebec law governs.

1. Who we are
Distribution DAS is an incorporated Quebec entity that facilitates dealer onboarding for manufacturer and brand dealer programs. DAS is not a manufacturer, distributor, or seller of any product. DAS's role is limited to introducing dealers to manufacturers and facilitating the onboarding process, as described in the Dealer Onboarding Policy.

2. Acceptance of terms
By purchasing an onboarding service from DAS, or otherwise using DAS's services, you agree to be bound by these Terms of Service and every policy referenced in them. Purchase or use of the service constitutes acceptance. DAS may require a signed services agreement incorporating these terms before onboarding begins.

3. Relationship of the parties
DAS is an independent facilitator. Nothing in these terms creates a partnership, joint venture, agency, or employment relationship between DAS and the dealer, or between DAS and any manufacturer. The dealer's purchase agreement for products is directly between the dealer and the manufacturer; DAS is not a party to it and has no obligations or liability under it. See the Limitation of Liability policy for details.

4. Eligibility
You must be operating a legitimate business capable of entering into a binding contract to use DAS's services. You agree that all information you provide to DAS — including in onboarding paperwork forwarded to manufacturers — is accurate and not misleading. Misrepresentation may result in decline of your application, suspension, or termination, as described in the Termination Policy.

5. Documents incorporated by reference
The following documents are part of this agreement and are incorporated into these Terms of Service by reference: Fee & Commission Policy, Dealer Onboarding Policy, Non-Circumvention Policy, Refund Policy, MAP Disclaimer, Termination Policy, Limitation of Liability, and Privacy Policy. If a specific policy addresses a topic in more detail than these Terms of Service, the specific policy governs on that topic. If any of these documents directly conflict on the same point, these Terms of Service govern.

6. Amendments
DAS may update these Terms of Service or any referenced policy at any time. Changes apply prospectively from the date they're posted. Continued use of DAS's services after a change is posted constitutes acceptance of the updated terms. Material changes affecting active fee or commission obligations will be communicated to affected dealers by email.

7. Governing law
These Terms of Service, and the relationship between the dealer and DAS, are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles.

8. Dispute resolution
Any dispute arising out of or relating to this agreement, including any policy incorporated by reference, will be resolved through binding arbitration, seated in Quebec, rather than in court. Notwithstanding the foregoing, DAS may seek immediate injunctive relief from a court of competent jurisdiction to stop an active, ongoing breach of the Non-Circumvention Policy or Confidentiality obligations while arbitration proceeds. Each party bears its own costs of arbitration except as the arbitrator may otherwise award.

9. Assignment
DAS may assign this agreement, in whole or in part, to a successor entity or in connection with a merger, acquisition, or sale of assets. The dealer may not assign this agreement, or any rights or obligations under it, without DAS's prior written consent.

10. Severability
If any provision of these Terms of Service or a referenced policy is found unenforceable, the remaining provisions remain in full force and effect. Where possible, an unenforceable provision will be interpreted to give effect to its original intent to the maximum extent permitted by law.

11. No waiver
DAS's failure to enforce any provision of these terms is not a waiver of its right to enforce that provision, or any other provision, later.

12. Force majeure
DAS is not liable for any delay or failure to perform its obligations resulting from causes beyond its reasonable control, including but not limited to acts of God, manufacturer delay, natural disaster, or governmental action.

13. Notices
DAS may send notices, policy updates, and communications regarding your account to the email address you provided at checkout or during onboarding. It's your responsibility to keep this address current.

14. Entire agreement
These Terms of Service, together with the documents incorporated by reference in Section 5, constitute the entire agreement between the dealer and DAS regarding the subject matter here, and supersede any prior discussions or representations not reflected in these documents.