(Mood Artisan Coffee × KO Yoga Company)
This Shopify Collective Supplier–Retailer Agreement (the “Agreement”) is entered into by and between:
KO Yoga Company (“KO Yoga” or “Retailer”)
Kitchener, Ontario
and
Mood Artisan Coffee (“Mood” or “Supplier”)
Address: _______________________________
Each a “Party” and together, the “Parties.”
1) Purpose & Channel
1.1 The Parties will collaborate to list and sell Mood products through Shopify Collective on KO Yoga’s Shopify storefront (the “Channel”).
1.2 The Parties acknowledge Shopify’s platform terms and Collective requirements apply to their use of the Channel, and this Agreement governs the Parties’ commercial relationship to the extent not inconsistent with Shopify’s terms.
2) Effective Date, Trial Period, Term
2.1 Effective Date: April 1, 2026 (“Effective Date”).
2.2 Trial Period: First 90 days following the Effective Date (the “Trial Period”).
2.3 Trial Termination: Either Party may terminate for any reason during the Trial Period by written notice; termination is effective on the notice date (or a later date stated in the notice).
2.4 After the Trial Period, this Agreement continues until terminated under Section 11.
3) Product Catalogue
3.1 Initial catalogue will include:
- Discovery set / sample set (as agreed)
- 2–3 best-selling coffees in 250g, 500g, and 1kg formats (the “Products”).
3.2 The Parties may add/remove Products by written confirmation (email is sufficient).
4) Pricing, Discounting, and Listings
4.1 Pricing Parity: KO Yoga will list Products at prices no lower than Mood’s website pricing unless Mood pre-approves a deviation in writing.
4.2 Discounts/Promotions: Any discount, promo code, bundle, or campaign affecting Product price requires Mood’s prior written approval. If Mood runs a promotion on its own site, Mood may authorize KO Yoga to match it.
4.3 Product Content: Mood will provide (or upload via Collective) product titles, descriptions, origin notes, tasting notes, ingredients/allergens if applicable, and approved photography/branding assets. KO Yoga will not materially alter Mood’s brand presentation without written approval.
5) Commission and Net Revenue
5.1 Commission Basis: KO Yoga earns commission on Net Revenue from Product sales via the Channel.
5.2 Net Revenue means amounts actually paid by the customer for the Products minus: discounts/promos, refunds, returns, chargebacks, fraud losses, and taxes (HST/GST/PST), and excluding shipping charges unless the Parties agree otherwise in writing.
5.3 Commission structure: 18% of Net Revenue on all orders 5.4 Subscriptions: Not included initially; revisit later.
5.4 Subscriptions: Not included initially; revisit later.
6) Order Flow, Fulfillment, and Shipping
6.1 Fulfillment: Mood will fulfill and ship all Products sold via the Channel (unless otherwise agreed for specific events under Section 9).
6.2 Fulfillment Schedule: Mood’s current schedule is Monday 8:00 AM order cutoff with dispatch on Wednesdays and Thursdays, subject to periodic updates with reasonable notice.
6.3 Shipping Charges: Customers may be charged shipping per brand/item group as determined by Shopify/Collective settings. The Parties will collaborate in good faith on customer experience improvements (e.g., promotions, thresholds, or other approaches) but neither Party is required to subsidize shipping unless agreed in writing.
6.4 Returns Policy: Mood’s shipping/returns policy will apply to Mood Products. KO Yoga will display or link Mood’s applicable shipping/returns terms wherever required.
7) Customer Service and Response Times
7.1 Customer Relationship: KO Yoga owns the customer relationship for Channel orders and will receive customer inquiries first.
7.2 Supplier Support: Mood will provide KO Yoga with a shared FAQ and commit to responding to KO Yoga’s escalations within half a business day (Mon–Fri).
7.3 Retailer Support: KO Yoga will aim to respond to customer queries within 3 hours, 7 days/week, excluding circumstances outside KO Yoga’s reasonable control.
8) Reporting and Payment
8.1 Statements: KO Yoga will have access to order data through Shopify/Collective. Upon request, KO Yoga will provide monthly sales summaries for Mood Products.
8.2 Commission Settlement: Commission will be calculated monthly and paid/remitted via the method supported by Shopify Collective (or, if needed, by direct payment within 15 days after month-end), subject to reconciliation for refunds/chargebacks.
9) Markets, Pop-Ups, and Offline Stock
9.1 Promo Sheet: Mood will provide at least one printable 5″ x 7″ or 8.5″ x 11″ promo sheet (digital file acceptable; physical print optional by agreement).
9.2 KO Yoga Pop-Up Inventory (choose one approach): Wholesale Purchase: Mood sells stock to KO Yoga at a mutually agreed wholesale price list; KO Yoga may resell offline at its discretion. No additional commission applies to offline resale.
10) Intellectual Property
10.1 Each Party retains ownership of its trademarks, logos, and creative assets.
10.2 Each Party grants the other a limited, non-exclusive, revocable license during the Term to use its marks and product content solely to market and sell the Products under this Agreement.
11) Termination (Post-Trial) and Wind-Down
11.1 After the Trial Period, either Party may terminate with 30 days’ written notice.
11.2 On termination:
(a) no new Product listings will be created (and existing listings may be removed);
(b) the Parties will fulfill any accepted orders in process (unless Shopify/Collective rules require otherwise); and
(c) all outstanding amounts will be reconciled and paid within 30 days.
12) Compliance, Taxes, and Food Safety
12.1 Each Party will comply with applicable laws and regulations relevant to its role, including product labeling, consumer protection, and privacy.
12.2 Taxes: Each Party is responsible for its own tax obligations arising from this Agreement and for accurate tax settings within Shopify/Collective consistent with its role.
13) Confidentiality
Each Party will keep confidential non-public commercial, pricing, customer, and operational information learned through this relationship, and use it only to perform under this Agreement.
14) Independent Contractors
Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the Parties. Each Party acts as an independent contractor.
15) Limitation of Liability
To the maximum extent permitted by law, neither Party will be liable for indirect, incidental, consequential, or special damages arising from this Agreement. Each Party’s aggregate direct liability will not exceed the total commissions paid (or payable) in the 3 months preceding the event giving rise to the claim.
16) Indemnity
Each Party will indemnify the other against third-party claims arising from its own negligence, willful misconduct, or breach of this Agreement. Mood specifically remains responsible for claims relating to product quality/safety/labeling for Mood Products; KO Yoga remains responsible for claims relating to KO Yoga’s marketing materials not approved by Mood or KO Yoga’s independent acts outside Mood-provided content.
17) Governing Law
This Agreement is governed by the laws of the Province of Ontario and the applicable federal laws of Canada.
18) Entire Agreement; Amendments; Notices
18.1 This Agreement is the entire agreement between the Parties regarding the subject matter and supersedes prior discussions on these points.
18.2 Amendments must be in writing and signed (electronic signatures acceptable).
18.3 Notices may be delivered by email to the addresses below (or updated by notice).
KO Yoga notice email: [email protected]
Mood notice email: [email protected]
Online signatures to be added or PDF version can be created