Authorized Reseller Agreement

This is the agreement Business Resellers accept when they apply and confirm in onboarding after approval. Your own copy shows your business details and the date you accepted. Version business-2026-10-v5.

Parties

This Authorized Reseller Agreement ("Agreement") takes effect on the date you accept it below ("Effective Date"), between:

SYMMETRY LAB INC., with principal place of business and warehouse at Warehouse No. 23 Century Commercial Complex 5 Paliparan-Molino Road, Brgy. Salawag, Dasmariñas, Cavite, Philippines ("Company", "we", or "us"); and

The Reseller named in the approved Application Form, of the business address in the Application Form, BIR TIN as stated in the approved Application Form, whose valid government ID, DTI/SEC registration and BIR Certificate of Registration are on file with us ("Reseller", "you").

Company and Reseller are each a "Party" and collectively the "Parties". By purchasing Products from the Company for resale, the Reseller agrees to the terms below.

1. Independent Contractor Status, Seller Type and Tier

1.1 Independent Contractor Status. You are an independent business, not our employee, agent, partner, or joint venturer, and you cannot sign or act for us. You are responsible for your own permits, taxes, and staff, including their SSS, PhilHealth, Pag-IBIG, and other benefits.

1.2 Seller Types. You join under one of three Seller Types. Every Seller Type must submit a valid government ID, DTI/SEC registration, and BIR Certificate of Registration, plus:

• Individual / Home-Based — sells through chat or social media, with no storefront. Nothing else needed.
• Online Platform — sells through an online store (Facebook, Instagram, TikTok Shop, Shopee, or Lazada). Also requires: store link.
• Physical Store — sells from a stall, kiosk, or shop. Also requires: store photo and address; your ID must match the store owner.

Your Seller Type, based on your application: as stated in the approved Application Form.

1.3 Tier (Discount Level). Your tier is approved with your application. Your first order must meet your tier's initial order minimum. Your tier sets your discount, reorder minimum, and per-scent limit:

Your approved tier: the tier approved with the Application Form.

Samples. Every box you order comes with ten (10) 2 ml samples of the same scent. Bronze resellers pay the sample price shown in the portal, Silver resellers pay 50% of the sample price, and Gold resellers receive them free. Samples are added to your order automatically. All samples are for demos and personal gifts only. Samples may never be sold in any form or offered as stock (see “Selling the right way” in your onboarding).

1.4 Reclassification. You may change Seller Type as you grow. You may upgrade your tier anytime by clicking Upgrade and placing that tier's minimum order (Section 1.3); the new discounts and limits apply from that order. We may add a Distributor tier by signed addendum. No Seller Type or tier gives you exclusivity or a territory unless a signed addendum says so.

1.5 Per-Scent Order Cap. Each box holds one scent (12 bottles per box; e.g., a 3-box first order is 36 bottles). You may mix scents in any order, but you cannot order more boxes of one scent in a single order than your per-scent limit (Section 1.3). This keeps stock available across our range. We may allow exceptions in writing, such as for a confirmed bulk sale, event, or promotion. We will give notice if this cap changes or ends.

1.6 Lead Time to Release Order. Estimated courier delivery time after your order is released (not including our preparation time): Greater Manila Area (GMA) 1–2 business days; Rest of Luzon 2–5; Visayas 3–5; Mindanao 4–7. These are estimates, not guarantees. Delays caused by couriers, peak season, weather, or other events outside our control may happen.

2. Authorization to Resell

2.1 Grant. As long as you follow this Agreement, you may buy Products at your tier's wholesale price (Section 1.3) and resell them to end customers through your Approved Channels only. This right is non-exclusive, revocable, and non-transferable. All prices exclude VAT; 12% VAT is added at checkout and shown on your VAT invoice.

2.2 Pricing Changes. We may change SRP, tiers, or discounts with thirty (30) calendar days' written notice by email or the B2B Portal. Orders confirmed before the change keep the old price. Founding Partners keep their locked price for 12 months (Section 2.5).

2.3 No Sub-Appointment. You may not appoint sub-resellers, sub-distributors, or franchisees without our written consent. You are responsible for anyone you allow to resell our Products.

2.4 Reseller Pricing Freedom. You set your own selling price. The SRP is only a suggestion; we set no minimum or maximum price.

2.5 Reseller Benefits and Incentives. Approved resellers may join these programs, subject to our approval:

• Founding Partner Offer: the first 15 approved resellers in the pilot get a 12-month wholesale price lock.
• Authorized Reseller Program: a free Certificate of Authorization, "Verified Reseller" QR code, and store locator listing while in good standing.
• Gold Early Access: Gold resellers may order new scents 2 weeks before public release, while supplies last.
• Gold Free Shipping: Gold resellers get free standard shipping on re-orders delivered within Metro Manila and GMA.
• Referral Reward: 10% off your next order for each direct referral who places a paid order (not cancelled or refunded), valid for 90 days.
• Quarterly Growth Rebate: if this quarter's paid orders are higher than last quarter's, an extra 2% of the quarter's total as credit on your next order.
• Gold Payment Terms: after 3 fully paid orders and KYC review (valid ID, DTI/SEC and BIR registration, and proof of address), Gold resellers may get Net 15 or Net 30 terms, with a credit limit starting at ₱70,000. A late payment returns your account to pay-before-shipping.

We may change or end any program with thirty (30) calendar days' written notice.

2.6 Reseller Training. The “Selling the right way” training in your onboarding on the B2B Portal forms part of this Agreement, and you can reopen it anytime. If they conflict, this Agreement governs. We may update the training with thirty (30) calendar days' written notice.

3. Approved Channels

3.1 Approved channel(s) for this Reseller (from your application):

• The selling channels listed in the Application Form

3.2 Disclosure. Tell us about any new store, page, or account before you sell through it.

3.3 Prohibited Channels; International Sales. You may sell or ship abroad, but once a Product leaves the Philippines, Sections 7–8 no longer apply, and any damage or loss is yours. Without our written consent, do not sell on platforms with weak buyer protection or counterfeit controls. On any marketplace, use your own account name. Never use our name or logo as your account name or branding.

3.4 Advertising and Fees. Without our written consent, do not bid on "Symmetry Lab Parfums" or similar keywords in paid ads if it takes traffic from our official pages. Marketplace and payment fees are your own cost.

4. Brand Usage

4.1 Limited License. You may use the "Symmetry Lab Parfums" name, logo, and our official photos and marketing materials only to advertise and sell our Products through your Approved Channels. This permission is free, non-exclusive, revocable, and ends automatically when this Agreement ends.

4.2 Restrictions. You may not: (a) change, recolor, or make your own version of our logo or name; (b) register any trademark, domain, or social media handle with "Symmetry Lab" or a similar name; (c) put our name or logo on any packaging, sticker, or material we did not supply or approve; or (d) remove, cover, or alter any batch code, label, or safety warning.

4.3 Marketing Claims. Your marketing must be truthful. Never claim our Products are the original designer brand named in "inspired-by" descriptions.

5. Product Handling

5.1 Storage. Keep Products in a cool, dry place, away from sunlight, flames, and heat, below about 30–32°C. Perfume is flammable, so always declare it properly to couriers.

5.2 Original Condition. Our defect and exchange rules (Sections 7 and 8) cover only Products in their original packaging, unused except for normal inspection, as we delivered them. Anything you do with Products after delivery is at your own cost and risk.

5.3 Transit Handling and Risk. Handle Products carefully to avoid breakage or leaks. You carry the risk of loss once Products are delivered to your address, or picked up by a courier you booked.

6. Customer Service

6.1 Responsiveness. Reply to customer inquiries promptly (target: within 24 hours), using only product information we provide or approve.

6.2 First-Line vs. Escalated Concerns. Handle routine concerns yourself, such as delivery delays, wrong addresses, change of mind, wrong scent ordered, or not liking the scent. Send only suspected product defects to us (Section 7).

6.3 Transparency. Never present yourself as Symmetry Lab's head office or brand owner. State in your bio or pinned post that you are an independent authorized reseller, and say so if asked. Follow Sections 7–8 and do not promise customers different terms without our written consent.

7. Returns and Exchanges

7.1 Eligible Defects. We treat these as defects: cracked or broken bottle; faulty spray; leaking bottle, cap, or seal; missing, misaligned, or wrong labels; box misprints; missing or unreadable batch code; missing or incorrect items in the order we shipped; and similar manufacturing or handling faults.

7.2 Reporting Windows. Report with photo or video proof: (a) damaged deliveries within forty-eight (48) hours of receipt; (b) other visible defects (e.g., leaks, misprints) within seven (7) calendar days of receipt; and (c) hidden defects (e.g., a spray that fails after light use) within thirty (30) calendar days of receipt. If a customer reports a hidden defect within those 30 days, you have seven (7) more calendar days to report it to us.

7.3 Escalation Requirements. Submit claims through the claim form on our B2B Portal (or, only if the Portal cannot process it, by email to b2b.support@symmetrylabparfums.com) with the order number and SKU, batch number, photos or video, a description of the issue, and proof of purchase. We will decide on claims within seven (7) business days after receiving complete proof, and ship the replacement or apply the credit note promptly after. Business days are Monday to Saturday, excluding official Philippine holidays.

7.4 Freight and Exclusions. We pay shipping for confirmed defects under Section 7.1. You or your customer pay shipping for change of mind, wrong choice, or customer-caused damage. Units that were altered, tampered with, or damaged by your storage, handling, or shipping cannot be exchanged.

8. Quality Claims

8.1 Condition Required. Return the unit intact and unused (except for normal inspection) in its original box (Section 5.2), with batch codes and labels readable.

8.2 Exchange Window. A confirmed defect reported on time (Section 7.2) will be replaced with the same SKU or, if unavailable, credited at the same wholesale value, at our choice.

8.3 Finality. Late claims will not be accepted, except under a recall we announce, which will have its own terms.

9. Intellectual Property

9.1 Ownership. All Symmetry Lab Parfums trademarks, names, logos, formulas, packaging designs, photos, and marketing materials belong to us. You gain no ownership of them.

9.2 Prohibited Acts. You may not: (a) present any packaging we did not supply as official Symmetry Lab packaging; or (b) make, order, or distribute fake or copied packaging or labels. Logo and brand rules are in Section 4.2.

9.3 Duty to Report. Tell us in writing right away if you see any counterfeit, infringement, or misuse of the Symmetry Lab brand.

10. Confidentiality

10.1 Confidential Information. This includes our wholesale prices and discounts, minimum orders, unreleased products and formulas, supplier and manufacturing details, business and marketing plans, and the terms of this Agreement.

10.2 Leak-Prevention Measures. You must: (a) use Confidential Information only for this Agreement and never share it, including with other resellers, without our written consent; (b) share it only with staff who need it and who also keep it confidential; (c) keep price lists secure (e.g., password-protected files, no posting in group chats); and (d) tell us right away about any leak.

10.3 Return on Termination and Survival. Within seven (7) calendar days after this Agreement ends, return or permanently delete all Confidential Information, and confirm this in writing if we ask. These duties last two (2) years after termination, and forever for pricing and product formulas.

11. Data Privacy

11.1 Compliance. Both Parties must follow the Data Privacy Act of 2012 (Republic Act No. 10173) and its rules.

11.2 Customer Data. Use customer personal data (e.g., name, address, contact number, payment details) only to fulfill orders and serve customers. Never sell, rent, or share it without the customer's consent.

11.3 Safeguards and Breach Notice. Protect customer data with reasonable organizational and technical measures, and tell us within seventy-two (72) hours of any actual or suspected breach involving our Products, brand, or reseller transactions.

12. Regulatory Compliance

12.1 Company Representations. We confirm that we hold, or are actively securing, an FDA License to Operate as a cosmetic trader/distributor, a Certificate of Product Notification for each SKU, and current DTI/SEC, BIR, and Mayor's Permit registrations.

12.2 Reseller's Registrations. Keep the registrations in Section 1.2 valid for as long as this Agreement lasts. These are your own legal duties under Philippine law from the day you start reselling.

12.3 No Unauthorized Manufacturing. Do not import or manufacture any Symmetry Lab-branded product without our written consent. You are responsible for any FDA license, registration, or notification your activities require.

12.4 Consumer Protection and Tax. Follow the Consumer Act of the Philippines (Republic Act No. 7394), including its ban on false or misleading claims (see also Section 4.3). Your tax duties are in Section 1.1.

13. Termination and Off-Ramping

13.1 How to Terminate. Either Party may end this Agreement: without cause, with thirty (30) calendar days' written notice to the other Party; or immediately for cause — we may end it immediately by written notice if you make false or misleading claims, break brand-use rules, harm our brand or reputation, or seriously breach this Agreement (including Sections 9–11).

13.2 Next Steps Upon Termination. Once termination notice is given: stop using our name, logo, IP, and marketing materials right away, and remove all online listings of our Products; stop selling our Products right away — you keep your paid stock, but you may not resell it in any form without our written consent; and any unpaid balance under payment terms becomes due immediately.

13.3 Suspension. While we investigate a suspected breach, or after repeated violations, we may pause your orders, suspend program benefits, or move you to a lower tier.

14. Dispute Resolution

14.1 Good-Faith Discussion. Both Parties will first try in good faith to settle any dispute within fifteen (15) calendar days of written notice.

14.2 Mediation. If that fails, the dispute goes to mediation at the Philippine Mediation Center or another agreed accredited mediator, with costs shared equally, before anyone goes to court or arbitration.

14.3 Small Claims Carve-Out. For payment or collection disputes within the Small Claims limit, either Party may go straight to small claims court, skipping Sections 14.1–14.2.

14.4 Arbitration. If mediation fails within thirty (30) days, the dispute goes to binding arbitration under the Alternative Dispute Resolution Act of 2004 (Republic Act No. 9285), before one agreed arbitrator, in Cavite or Metro Manila. Each Party pays its own lawyers and half of the arbitrator's fees, unless the arbitrator finds bad faith and changes the cost split.

14.5 Governing Law. Philippine law governs this Agreement. Either Party may still ask a court for urgent relief (such as an injunction) to stop IP infringement, brand misuse, or leaks of Confidential Information.

Electronic acceptance

The Parties agree that the Reseller's electronic signature — typing the Reseller's full name and ticking the acceptance box on the B2B Portal while signed in to the Reseller's account — is the Reseller's signature on this Agreement, in line with the Electronic Commerce Act of 2000 (Republic Act No. 8792) and the Rules on Electronic Evidence. For each signature, Symmetry Lab records the typed name, the date and time, the account email, the IP address and device used, and a fingerprint (SHA-256) of the exact Agreement text shown before signing; this record is evidence of the Reseller's acceptance. Symmetry Lab Inc. executes this Agreement by approving the Reseller's application and opening the Reseller's wholesale account. Both Parties keep a copy of the signed record.