Skip to main content

Thames Valley Gifts — Founding Maker Agreement

DRAFT, NOT LEGAL ADVICE. A lawyer must read this once before the first signature.

This is a plain-language consignment agreement between ChurchWiseAI LTD, operating as Thames Valley Gifts ("the Hub"), Business Names Act registration BIN 1001760694, and [Maker legal name] ("the Maker"), for personalized/handmade goods offered for sale through thamesvalleygifts.ca and its AI chat/voice front desk.

1. What this is​

This is a true consignment, not a purchase of the Maker's goods and not a sale of shelf space. The Maker keeps title to every item until it sells to a customer. Ontario's Personal Property Security Act does not cover true consignments, so this agreement is written and must be operated to meet the case-law test for one: the Hub keeps the Maker's goods and listings clearly identified as the Maker's; the Hub owes the Maker nothing for goods that never sell; either side may end the listing and return unsold goods on request at any time; the Hub accounts for sales regularly and keeps sale proceeds separate from its own operating funds; and risk of loss stays with the Maker until an item ships or is handed to the customer at pickup, unless the Hub is separately storing physical stock, in which case the Hub insures it or the Maker does, as agreed in writing per item.

2. Term and listing​

  • $0 to list. No shelf rent, no minimum term, no exclusivity — the Maker may keep selling anywhere else (Etsy, markets, other shops) at the same time.
  • Either side may end this agreement on 30 days' written notice. On ending, the Hub removes the Maker's listings and returns any unsold goods it is physically holding.

3. The Hub's role​

The Hub acts as the Maker's sales agent: it lists the Maker's products, runs the storefront and AI front desk, takes orders, collects payment as merchant of record, and remits HST/GST per Section 6. The Hub is not the Maker's employer, partner, or exclusive outlet.

4. Fulfilment​

The Maker ships their own orders, either using a Hub-generated shipping label (postage passed through at cost) or by dropping the finished item off for Hub pickup/local delivery. The Maker is responsible for producing the item to the approved proof, on time, and packed to survive shipping.

5. Commission​

The Hub's commission is [20% / 25% — FOUNDER DECISION] of the pre-tax sale price. HST is not part of the commission calculation; the Hub remits HST on the full sale and keeps it, not the Maker. Shipping cost is passed through to the Maker at 100% (not commissioned) when the Maker pays the postage; if the Hub prepays postage, the pass-through is netted against the payout.

6. HST — the Maker must answer one question: are you a GST/HST registrant?​

  • If registered: either (a) the Maker invoices the Hub monthly for their share plus HST, and the Hub claims the input tax credit; or (b) the Maker and Hub jointly elect under ETA s.177(1.1) so the Hub accounts for tax on the sale and charges HST only on its commission. The Hub will confirm which applies with its accountant before the Maker's first sale.
  • If not registered (small supplier): under ETA s.177(1), the Hub — a registrant acting as agent — charges and remits HST on the full sale price and does not charge the Maker HST on its commission. Consignment sales still count toward the Maker's own $30,000 small-supplier threshold; the Maker is responsible for knowing when they must register.

7. Payouts​

The Hub pays the Maker by e-transfer on the 1st and 16th of each month, for sales that closed (customer paid, no refund pending) in the prior period, with a statement showing each item, sale price, commission, shipping pass-through, and net payable. Sale proceeds owed to Makers are held separately from the Hub's own operating funds until paid out.

8. Warranties and errors​

The Maker warrants that every listed item is their own original work (or they hold the rights to sell it), does not infringe anyone's intellectual property, and meets applicable Canadian product-safety and labelling law — including food-safety and child-safety rules where the product category requires them. If a customer receives an item with a maker-caused error (wrong spelling not matching the approved proof, wrong item, defect), the Maker remakes it at their own cost. If the error was in the Hub's proof itself, the Hub absorbs the remake cost.

9. Customer data​

Customer names, contact details, and marketing consent belong to the Hub. The Maker may not contact the Hub's customers directly or use their information for the Maker's own marketing.

10. Termination and wind-down​

Either party may terminate on 30 days' written notice, or immediately for a serious breach (safety, IP infringement, non-payment). On termination, listings come down, unsold Maker-held goods are returned within 15 days, and any payout owed is paid on the next regular payout date.

11. Governing law​

This agreement is governed by the laws of Ontario, Canada.

Prepared as a plain-language starting point from published Ontario consignment case law and CRA GST/HST guidance on consigned goods. It is not a substitute for legal advice and has not yet been reviewed by a lawyer. Do not sign until that review is complete.