Reseller Partner Terms & Conditions

1. Definitions

In these Terms the following words shall have the following meanings:

• 1.1 "Company" means Sim Claire Inc, including any of its subsidiaries or associated companies dealing on these Terms.
• 1.2 "Reseller" / "Partner" means any party approved by the Company to market, resell, refer or distribute the Products to End Customers on these Terms.
• 1.3 "Products" means the prepaid travel eSIM plans made available by the Company from time to time whether data-only, data with voice and SMS, or IoT/BYOD (Bring Your Own Device) connectivity plans - together with any top-ups, related digital connectivity services, and any associated activation codes, QR codes, or profiles.
• 1.4 "End Customer" means the individual or entity that ultimately purchases or activates a Product, whether directly from the Reseller or via the Reseller's referral.
• 1.5 "Platform" means the Company's website (simclaire.com), reseller portal, dashboards, and any application programming interface (API) or deep-link tools the Company makes available to the Reseller.
• 1.6 "Order" means a request submitted by the Reseller (or generated through a referral link) for the supply of Products.
• 1.7 "Wholesale Price" / "Transfer Price" means the wholesale (transfer) price at which the Company supplies a Product to the Reseller, as set out in the applicable price list or portal, exclusive of any applicable taxes, on top of which the Reseller applies its own resale margin.
• 1.8 "Resale Margin" means the amount, determined solely by the Reseller, by which its resale price to an End Customer exceeds the Wholesale Price; the Resale Margin is the Reseller's sole remuneration under these Terms.
• 1.9 "Brand Assets" means the Company's name, the "Claire the beaver" mascot, logos, trade marks, brand colours, taglines, imagery, design assets, and other materials owned or licensed by the Company.
• 1.10 "Confidential Information" means any non-public information disclosed by one party to the other, including pricing, customer data, technical information, business plans, and the terms of any commercial arrangement.
• 1.11 "Application Form" means the Contract Partner / Reseller application form completed by the Reseller and approved by the Company.

2. Application of These Terms

• 2.1 These Terms, together with the approved Application Form and any price list or schedule referenced by the Company, shall apply to and override any other terms and conditions stipulated, referred to, or proposed by the Reseller, and no course of dealing shall imply any modification of these Terms.
• 2.2 No variation of these Terms shall be effective unless made in writing and signed by or on behalf of the Company.
• 2.3 The Company may amend these Terms, the Wholesale Price, and the range of Products at any time by giving notice (including by posting an updated version in the reseller portal or by email). Continued use of the Platform or placing of further Orders after notice constitutes acceptance of the amended Terms.

3. Appointment of the Reseller

• 3.1 Subject to approval of the Application Form and these Terms, the Company appoints the Reseller as a non-exclusive reseller partner of the Products. The appointment confers no exclusivity over any territory, customer segment, or channel.
• 3.2 The Reseller is appointed as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship. The Reseller has no authority to bind the Company, incur obligations on its behalf, or make any representation, warranty, or promise on the Company's behalf except as expressly authorised in writing.
• 3.3 The Reseller shall not describe itself as an agent of the Company and shall not pledge the Company's credit.
• 3.4 The Company may approve, suspend, or decline any application at its sole discretion and may set additional onboarding requirements (including proof of identity, business registration, and tax documentation).

4. Orders and Supply of Products

• 4.1 An Order constitutes an offer by the Reseller to purchase or refer Products on these Terms. No Order is binding on the Company until accepted (including by automated confirmation through the Platform).
• 4.2 Because the Products are digital, the Company will make available the relevant activation code, QR code, or profile electronically following acceptance of an Order and receipt of cleared payment, where a prepaid model applies.
• 4.3 The Company may decline, limit, or cancel any Order where there is a reasonable concern regarding fraud, abuse, sanctions, non-payment, or breach of these Terms.
• 4.4 Any timescale quoted for provisioning is an estimate only and time shall not be of the essence.

5. Pricing, Payment and Taxes

• 5.1 Wholesale (transfer) pricing: The Company supplies each Product to the Reseller at the wholesale (transfer) price set out in the applicable price list or portal in effect at the time of the Order. Unless stated otherwise, all amounts are in Canadian Dollars (CAD) and are exclusive of applicable taxes. The Reseller resells the Products to its End Customers at a price of its own choosing and retains the full Resale Margin (the difference between its resale price and the Wholesale Price) as its sole remuneration. The Company does not pay the Reseller any commission, rebate, override, or margin, whether at the time of sale or at any later date; the Reseller's only earnings under these Terms arise from its own Resale Margin.
• 5.2 Payment by the Reseller's own card: The Reseller shall pay for each Order at the time of purchase using its own valid credit or debit card (or other payment method the Company makes available). The Reseller is solely responsible for the payment cards and methods it uses and warrants that it is authorised to use them.
• 5.3 No advance account or credit: The Company does not maintain, and the Reseller shall not rely on, any prepaid balance, deposit, float, wallet, or credit account on behalf of the Reseller. No Products are supplied on credit. Each Product is provisioned only after the relevant payment has been successfully authorised and cleared.
• 5.4 The Reseller is responsible for all sales, value-added, goods-and-services, or other taxes arising on its resale of the Products to End Customers, and shall not represent that any such taxes are collected or remitted by the Company unless agreed in writing.
• 5.5 The Company may set off any sums owed by the Reseller against any sums the Company owes the Reseller.
• 5.6 No refunds or returns: All sales are final. Save as set out in clause 5.7, the Products are non-refundable and non-returnable once an Order is placed, whether or not the eSIM has been installed, activated, or used.
• 5.7 Failed transactions: A refund will be issued only where a transaction fails such that the purchased eSIM (the activation code, QR code, or profile) is not delivered or provisioned. In that case the Company will, at its option, re-provision the Product or refund the amount paid for that specific Product. No other circumstance - including change of mind, lack of network coverage in a particular location, device incompatibility, or unused data - gives rise to any refund or return. Nothing in this clause limits any non-excludable statutory right of an End Customer who is a consumer.

6. Reseller Obligations and Conduct

6.1 The Reseller shall:

• 6.1.1 market and sell the Products honestly, accurately, and in compliance with all applicable laws, including consumer-protection, advertising, anti-spam (including Canada's Anti-Spam Legislation, "CASL"), and telecommunications laws in the territories in which it operates;
• 6.1.2 not make any representation, warranty, or guarantee about the Products beyond those published by the Company, in particular regarding network coverage, speeds, validity periods, or compatibility;
• 6.1.3 clearly communicate to End Customers the nature of Product (whether data-only, data with voice and SMS, or IoT/BYOD connectivity), that coverage and speeds depend on local host networks and device compatibility, and that the eSIM must be installed on a compatible, unlocked device, or in the case of loT/BYOD plans on compatible loT hardware meeting the Company's published technical specifications;
• 6.1.4 not engage in misleading, deceptive, or aggressive sales practices, nor use the Company's name in unsolicited communications in breach of applicable law;
• 6.1.5 conduct reasonable due diligence on its own customers and not knowingly facilitate fraud, money laundering, or use of the Products for unlawful purposes;
• 6.1.6 promptly pass on to End Customers any material terms, validity periods, and usage policies provided by the Company; and
• 6.1.7 maintain accurate records of its resale activity and provide them to the Company on reasonable request.

• 6.2 The Reseller shall not resell, advertise, or distribute the Products at, or in connection with, any event, brand, competition, or organisation in a manner that implies sponsorship, endorsement, or official affiliation with that event or organisation unless the Company has confirmed such affiliation in writing. Where the Products are marketed around major sporting or cultural events, the Reseller shall use only generic, non-infringing descriptive language and shall include a clear non-affiliation disclaimer.
• 6.3 The Reseller shall not register or use any domain name, social-media handle, trade mark, or business name that is identical or confusingly similar to the Brand Assets.

7. Brand Assets and Intellectual Property

• 7.1 All intellectual property rights in the Products, the Platform, and the Brand Assets (including the "Claire the beaver" mascot, logos, brand colours, and taglines) are and remain the sole property of the Company or its licensors.
• 7.2 The Company grants the Reseller a limited, non-exclusive, non-transferable, revocable licence to use the Brand Assets solely for the purpose of marketing and reselling the Products in accordance with these Terms and any brand guidelines issued by the Company.
• 7.3 The Reseller shall not alter, distort, or combine the Brand Assets with other marks, and shall not use the Brand Assets in any way that is misleading, disparaging, or damaging to the Company's reputation.
• 7.4 All goodwill arising from the Reseller's use of the Brand Assets accrues to the Company. The licence in Clause 7.2 terminates automatically on termination of these Terms, and the Reseller shall immediately cease all use of the Brand Assets.
• 7.5 Any marketing materials, creatives, or content incorporating the Brand Assets that are created by the Reseller may be used by the Reseller only with the Company's prior approval, and the Company may require their withdrawal at any time.
• 7.6 Use of the "Claire the beaver" mascot and design assets: The Reseller may use the Company's design assets and the "Claire the beaver" mascot in its marketing and promotional materials, but only with the Company's prior written approval and in accordance with any brand guidelines issued by the Company. Any such approval is non-exclusive and revocable, may be granted, withheld, or withdrawn at the Company's sole discretion, and transfers no ownership in the mascot or design assets to the Reseller. The Reseller shall not modify the mascot or design assets, or create derivative works from them, without the Company's prior written approval.

8. Nature of the Products; Warranties and Disclaimers

• 8.1 The Products are connectivity services (data, and where applicable voice and SMS) delivered over third-party host mobile networks. The Company does not own those networks and cannot guarantee uninterrupted or error-free service, particular speeds, or coverage in any specific location.
• 8.2 The Company warrants only that it will use reasonable care and skill in making the Products available. Except as expressly stated in these Terms and to the fullest extent permitted by law, all other warranties, conditions, and representations, whether express or implied by statute, common law, or otherwise, are excluded.
• 8.3 The Reseller shall not extend to End Customers any warranty broader than that given by the Company, and any such broader warranty shall be the Reseller's sole responsibility.
• 8.4 Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including the statutory rights of consumers who are End Customers.

9. Customer Support and Responsibilities

• 9.1 The Reseller is the first line of customer service: The Reseller is solely responsible for all customer service, enquiries, and complaints from its End Customers relating to the Products, including pre-sale guidance, installation and activation assistance, usage questions, and general support.
• 9.2 When the Company steps in: The Company's support responsibility is limited to two scenarios: (a) where a transaction has failed; or (b) where the Company has failed to deliver or provision the purchased eSIM. In those cases the Company will re-provision the Product or, where it cannot, refund the amount paid for that Product in accordance with clause 5.7.
• 9.3 The Reseller shall promptly escalate any failed-transaction or non-delivery issue to the Company at tech@simclaire.com (technical and account/login support) or via the other channels published on the Platform, and shall not represent that the Company provides general or front-line support to End Customers.

10. Confidentiality

• 10.1 Each party shall keep the other's Confidential Information confidential, use it only for the purposes of these Terms, and not disclose it to any third party except to those of its personnel who need to know it and who are bound by equivalent obligations.
• 10.2 The obligations in Clause 10.1 do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, or is required to be disclosed by law or a regulator.
• 10.3 This Clause 10 survives termination of these Terms.

11. Data Protection

• 11.1 Each party shall comply with all applicable data-protection and privacy laws, including Canada's Personal Information Protection and Electronic Documents Act ("PIPEDA") and, where relevant to End Customers in the European Union or United Kingdom, the General Data Protection Regulation ("GDPR") and equivalent legislation.
• 11.2 Where the Reseller collects personal information of End Customers, the Reseller is responsible for obtaining all necessary consents and for handling that information lawfully. The Reseller shall only share End Customer personal information with the Company where necessary to provision the Products.
• 11.3 Each party shall implement appropriate technical and organisational measures to protect personal information and shall notify the other without undue delay of any data breach affecting information shared under these Terms.

12. Limitation of Liability

12.1 Subject to Clause 8.4, the Company shall not be liable to the Reseller for any:

• 12.1.1 loss of profit, revenue, business, goodwill, or anticipated savings; or
• 12.1.2 indirect, special, or consequential loss, howsoever arising, whether in contract, tort (including negligence), or otherwise.

• 12.2 Subject to Clause 8.4, the Company's total aggregate liability arising out of or in connection with these Terms in any twelve-month period shall not exceed the total amounts paid by the Reseller to the Company under these Terms in that period.
• 12.3 The Reseller shall indemnify and hold the Company harmless against all claims, losses, and expenses arising from the Reseller's breach of these Terms, its misrepresentations to End Customers, its misuse of the Brand Assets, or its non-compliance with applicable law.

13. Term, Suspension and Termination

• 13.1 These Terms commence on the Effective Date (or on approval of the Application Form, if later) and continue until terminated in accordance with this Clause 13.
• 13.2 Either party may terminate these Terms for convenience by giving thirty (30) days' written notice.

13.3 The Company may suspend the Reseller's access to the Platform or terminate these Terms immediately on written notice if the Reseller:

• 13.3.1 commits a material breach of these Terms that, if capable of remedy, is not remedied within twenty-one (21) days of written notice specifying the breach in reasonable detail;
• 13.3.2 fails to pay any sum when due;
• 13.3.3 brings the Company's reputation or Brand Assets into disrepute; or
• 13.3.4 becomes insolvent, is subject to bankruptcy, receivership, or winding-up proceedings, makes an assignment for the benefit of creditors, enters into any arrangement or composition with its creditors, or ceases or threatens to cease carrying on business.

• 13.4 On termination: (a) all outstanding sums become immediately due; (b) the licence to use the Brand Assets ends and the Reseller shall cease all marketing of the Products; and (c) Clauses 7, 10, 11, 12, and 16 survive.

14. Force Majeure

• 14.1 The Company shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including act of God, war, terrorism, civil disturbance, government action, network or host-carrier failure, internet or telecommunications failure, fire, flood, epidemic, or pandemic. If such an event continues for more than thirty (30) days, either party may terminate the affected obligations on written notice.

15. Compliance, Sanctions and Anti-Corruption

• 15.1 The Reseller shall comply with all applicable anti-bribery, anti-corruption, sanctions, and export-control laws (including the Corruption of Foreign Public Officials Act (Canada) and, where applicable, the UK Bribery Act 2010), and shall not resell or facilitate the supply of Products to any person or in any territory subject to applicable sanctions or trade restrictions. The Reseller shall maintain adequate records demonstrating such compliance and shall, upon reasonable notice of not less than five (5) business days, permit the Company or its nominee to audit those records no more than once per calendar year. Any material non-compliance discovered during such audit shall be remedied by the Reseller within thirty (30) days of notification.

16. General

• 16.1 Assignment: The Reseller shall not assign or sub-contract its rights or obligations without the Company's prior written consent. The Company may assign these Terms to any successor or affiliate.
• 16.2 Notices: Notices shall be in writing and may be given by email (for the Company, to care@simclaire.com) or by courier or registered post to the addresses on file. A notice sent by email is deemed received at the time of transmission if sent before 17:00 (Eastern Time) on a business day, or at 09:00 (Eastern Time) on the next business day otherwise. A notice sent by courier or registered post is deemed received three (3) business days after dispatch. The Reseller is responsible for keeping its contact details current in the reseller portal.
• 16.3 Entire Agreement: These Terms, together with the approved Application Form and any referenced price list, constitute the entire agreement between the parties and supersede all prior discussions and representations. The Reseller acknowledges it has not relied on any representation not expressly set out in these Terms.
• 16.4 Severability: If any provision is held invalid or unenforceable, the remaining provisions continue in full force.
• 16.5 No Waiver: No failure or delay by either party in exercising any right, power, or remedy under these Terms is a waiver of that right. A waiver of any breach of these Terms is not a waiver of any subsequent breach. No single or partial exercise of any right or remedy prevents any further exercise of that or any other right or remedy. A waiver is only effective if given in writing and signed by the waiving party.
• 16.6 Governing Law and Jurisdiction: These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Before commencing formal proceedings, the parties shall attempt to resolve any dispute in good faith by senior-management negotiation for a period of thirty (30) days following written notice of the dispute (unless either party requires urgent interim or injunctive relief). If not resolved within that period, the parties submit to the non-exclusive jurisdiction of the courts of Ontario.