5. Partner discount

Partners at the Bronze tier and above are eligible to receive a discount applied to subscription fees. The discount will be applied to fee invoices billed to the Partner or the sub-client in accordance with the standard billing arrangement for an individual sub-client. The discount percentage is determined by the Partner’s current tier, as set out in Section 4.

The partner discount:

• Applies only to client accounts billed through the Partner’s Dashboard;
• Is not redeemable for cash or transferable to other accounts;
• May not be combined with other Wagepoint promotional pricing unless explicitly authorized in writing by Wagepoint;
• Is subject to adjustment if a Partner’s tier changes.

6. Co-marketing fund

Partners at the Bronze tier and above are eligible for an annual co-marketing fund (“CMF”) to support joint marketing activities. CMF amounts are set out in Section 4.

6.1 Eligible uses
Wagepoint will match eligible marketing expenditures incurred and paid by the Partner, up to the annual maximum for the Partner’s tier as set out in Section 4. The CMF may be used for marketing activities that promote the Partner’s payroll services alongside the Wagepoint brand. All proposed uses must receive prior written approval from Wagepoint before funds are committed. The CMF may not be used for association membership fees or projects already underway prior to application submission.

6.2 Claim process
Partners must submit a CMF claim with supporting documentation (receipts or invoices) within 45 days of the activity. Wagepoint will pay its matching amount in respect of approved claims within 30 business days of verification.

6.3 Expiry
CMF allocations are issued annually and expire at the end of each program year. Unused funds do not carry forward.

8. Benefit issuance or verification

Benefits are provisioned upon verification that the Partner meets all applicable eligibility criteria for their tier. Wagepoint reserves the right to:

• Request additional documentation to verify eligibility;
• Delay, withhold, or revoke benefits where fraud, abuse, or non-compliance is reasonably suspected;
• Audit Partner accounts to confirm ongoing eligibility.

Partners represent and warrant that all information provided to Wagepoint is accurate and up to date.

9. Ineligible conduct

The following conduct will result in ineligibility or disqualification from the Program:

• Creating duplicate or fraudulent client accounts to inflate tier status;
• Self-referrals or circular arrangements between related entities;
• Misrepresentation of client counts or business relationships;
• Sharing Partner Dashboard access credentials with unauthorized third parties;
• Any attempt to manipulate tier calculations or benefit entitlements;
• Violations of Terms of Service.

10. Privacy

You understand that your personal information will be collected, used, disclosed, or otherwise processed in accordance with our privacy policy, found at https://www.wagepoint.com/legal/payroll-privacy-policy/ (“Privacy Policy”).

11. Program period and termination

The Program is an ongoing program with no fixed end date. Wagepoint reserves the right to modify, suspend, or terminate the Program at any time, with reasonable notice to Partners where practicable.

Wagepoint may terminate an individual Partner’s participation immediately and without notice in cases of material non-compliance with these Terms.

Upon termination of a Partner’s participation, the following applies: (a) Partner Directory listings and access to partner-exclusive resources will cease immediately upon termination; (b) Any unused co-marketing fund balance will be forfeited, provided that any unreimbursed CMF claims submitted and approved prior to the termination date will be honoured and paid within the standard thirty (30) business day period; (c) Partner discounts applied to client subscription fees billed through the Partner’s Dashboard will remain in effect for a wind-down period of thirty (30) days following the termination date, after which the standard subscription rates will apply to those client accounts. Where a Partner is terminated for material non-compliance under Section 9 or Section 15, Wagepoint may, in its discretion, remove all benefits immediately and without a wind-down period.

12. CASL

(a) Partner: (a) will; and (b) represents and warrants to and covenants with Wagepoint that, in each instance it will: (i) carry out its rights and obligations under these Terms in full compliance with Canada’s Anti-Spam Legislation (Statutes of Canada 2010, c 23) and its associated regulations (collectively, “CASL”); (ii) provide the required notices and obtain the necessary consents from each Customer, client or other person to enable Wagepoint to send a “commercial electronic message” (as that term is defined under CASL) (“CEM”) to the Customer, client or other person in compliance with all applicable laws, including CASL or other similar legislation; (iii) provide the required notices and obtain the necessary consents from each Customer, client or other person prior to sending any CEMs that mention Wagepoint or the Wagepoint Services, and fully comply with all applicable consent, notice, unsubscribe and other requirements under applicable laws, including CASL and other similar legislation; and (iv) create and retain records necessary for its compliance with applicable laws, including CASL and other similar legislation.

(b) Partners will not:

• Use Wagepoint’s name, logo, or trademarks without prior written consent;
• Represent itself as an agent or employee of Wagepoint;
• Make warranties or representations about Wagepoint Services beyond what Wagepoint has authorized in writing;
• Promote Wagepoint Services through misleading, deceptive, or unsolicited communications; or
• Combine Program benefits with other Wagepoint promotional offers unless explicitly authorized in writing by Wagepoint.

13. No agency relationship

Partner is, and will at all times remain, an independent contractor with Wagepoint, and Partner is not and will not represent itself to be the mandatary, agent, joint venturer, co-employer, fiduciary trustee, franchisee, partner, or employee of Wagepoint, or to be related to Wagepoint other than as an independent referrer of the Wagepoint Services. Partner will not make any representations or take any acts which could establish any apparent or actual agency, trust, joint venture, franchise, partnership, or employment, and Wagepoint will not be bound in any manner whatsoever by any agreements, warranties, representations, or undertakings made by Partner to any other person nor with respect to any other action of Partner. Nothing in these Terms shall be construed to create a partnership, joint venture, or employment relationship between Wagepoint and any Partner.

14. Ownership; reservation of rights

This webpage, Website (and all of its features and functionality, including all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection and arrangement), Program related materials, Dashboard, branding, trademarks, and content, are owned by us, our licensors or other providers of such material and are protected in all forms by intellectual property laws, including copyright, trademark, patent, trade secret and any other proprietary rights.

The Wagepoint name, and all related names, logos, product and service names, designs, images and slogans are our marks or our affiliates’ or licensors’ marks. You must not use such marks without our prior written permission. Other names, logos, product and service names, designs, images and slogans mentioned, or which appear on the webpage, Dashboard or Website belong to their respective owners. Use of any such property, except as expressly authorized, will constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

Nothing in these Terms grants you any rights in the webpage, Dashboard and Website, other than as necessary to enable you to access the webpage, Dashboard and Website. You agree not to adjust or to try to circumvent or delete any copyright, trademark, or other intellectual property notices contained on the webpage, Dashboard and Website and in particular, in any digital rights or other security technology embedded or contained within any content available on the webpage, Dashboard and Website. You agree not to remove any watermarks, labels or other legal or proprietary notices included in the webpage, Dashboard and Website.

Where Wagepoint provides Partners with co-branded materials for co-marketing activities under Section 6, such materials may only be used for the approved purpose and must be returned or destroyed upon request.

15. Violations and disqualification

Without limiting any restrictions on use in the Terms of Service, any abuse, fraud, or material violation of these Terms may result in: immediate suspension or termination from the Program; forfeiture of accrued or pending benefits; recovery of benefits already issued where obtained through fraud or misrepresentation; or referral to appropriate legal authorities where applicable.

17. Limitation of liability

Any claims brought in connection with these Terms will be subject to the terms, including, without limitation, the exclusions and limitations, set forth in the Terms of Service.

18. Governing Law

Except as restricted by applicable laws or if you are a consumer residing in Québec, these Terms will be governed by and construed in accordance with the laws of Alberta and the federal laws of Canada applicable therein, without regard to conflicts of law principles. If you are a consumer residing in Québec, these Terms will be governed by the laws of the Province of Québec and the federal laws of Canada applicable therein, without giving effect to any principles of conflicts of law. Except as restricted by applicable laws or if you are a consumer residing in Québec, any action or proceeding arising out of or relating to the webpage, Dashboard or Website and under these Terms will be initiated in Calgary, Alberta, Canada, and each party irrevocably submits to the exclusive personal jurisdiction and venue of such courts sitting therein. Notwithstanding the foregoing, this choice of jurisdiction does not prevent us from seeking remedies with respect to payment of Fees, violation of intellectual property rights or confidentiality in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.

19. General Provisions

(a) Entire Agreement. These Terms constitute the entire agreement between Wagepoint and Partner in connection with the subject matter of these Terms and these Terms supersede partner program terms or other terms relating to the Program previously agreed to between Partner and Wagepoint.

(b) Amendment. Except where prohibited by applicable law, we reserve the right, at our discretion, to amend any element of these Terms at any time by posting an amended version of these Terms to the webpage, Dashboard or Website. If you do not agree to the amended version of these Terms, you must stop using the webpage, Dashboard or Website. Otherwise, your continued access to or use of the webpage, Dashboard or Website indicates your acceptance of the amended Terms. If you are a consumer residing in Québec and you have created an account for the use of the webpage, Dashboard or Website, you will receive an email notice of amendments to these Terms at least 30 days before the amendments come into force and you can refuse the amendment by closing your account without cost, penalty or cancellation indemnity within 30 days after the amendments come into force. We reserve the right to discontinue the webpage, Dashboard or Website or change, withdraw or terminate any part of the webpage, Dashboard or Website at any time, without notice and at our discretion. We will not be liable if, for any reason, all or any part of the webpage, Dashboard or Website is restricted or unavailable at any time or for any period.

(c) Order of Precedence. In the event of any conflict or inconsistency among the following documents, the order of precedence will be as follows: (1) Terms of Service; (2) these Terms; and (3) the Privacy Policy.

(d) Waiver. A waiver of any provision of these Terms must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(e) Severability. Any provision of these Terms found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from these Terms and all other provisions of these Terms will remain in full force and effect.

(f) Notices. Notices sent to either you or us will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the party to whom a notice is being given. Notices must be sent: (i) if to Wagepoint, to the following address:
Wagepoint Holdings Inc.

1110, 240 – 70 Shawville Blvd, SE

Calgary, Alberta Canada T2Y 2Z3
corporate@wagepoint.com

and (ii) if to Partner, to the current postal or email address that Wagepoint has on file with respect to Partner. Wagepoint may change its contact information by posting the new contact information on the Website or by giving notice thereof to Partner. Partner is solely responsible for keeping its contact information on file with Wagepoint current at all times during the term.

(g) Construction. Except as otherwise provided in these Terms, the parties’ rights and remedies under these Terms are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of a party in these Terms, mean the right of such party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other party. The language used in these Terms is the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

(h) Assignment. Partner will not assign or transfer these Terms, or transfer or subcontract any of its rights or delegate any of its obligations under these Terms, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Wagepoint. Any purported assignment or delegation by Partner to any third party in violation of this Section will be null and void. Wagepoint may assign any of its rights, or delegate any of its obligations, under these Terms to any third party without the consent of Partner. These Terms enures to the benefit of and is binding upon the parties and their respective successors and permitted assigns.

(i) English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des Parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

(j) Contact. If you have any questions or comments regarding these Terms or have feedback, comments, requests for technical support and other communications relating to the webpage, Dashboard or Website, please contact us at corporate@wagepoint.com.