Independent Sales & Referral Partner Program

A structured program for incorporated Canadian referral companies and independent sales partners supporting qualified clinics, healthcare businesses and professional device purchasers.

Version 1.0  •  Last updated July 28, 2025

Important: This public Policy describes the Program but does not itself appoint any company as a DioLaz partner. Participation requires written approval, completion of onboarding, and a signed Partner Agreement and Schedule A. Where documents conflict, the signed agreement and transaction-specific written approval control.

1. Partner tiers

Every approved opportunity is classified in writing. A company’s general approval does not mean every lead automatically qualifies for the highest rate.

2. Eligibility and approval

The Program is available only to companies incorporated under Canadian federal, provincial or territorial law and validly existing in Canada. Individuals, unincorporated sole proprietorships, unincorporated partnerships and foreign companies that are not incorporated in Canada are not eligible.

DioLaz may request corporate registration documents, Business Number, registered and operating addresses, authorized signatory information, corporate banking details, GST/HST information where applicable, business references, insurance, beneficial ownership information and disclosure of competing device relationships.

Approval may include an interview, business review, reference check, conflict review and mandatory onboarding covering product positioning, permitted regulatory statements, lead registration, pricing, financing, privacy, electronic marketing and brand requirements.

3. Lead registration, attribution and protection

All lead registrations must be sent to partners@diolaz.com before the prospective customer enters DioLaz’s active sales process.

The submission should include the partner’s legal name and contact person; customer and clinic name; business email and telephone; city and province; product of interest; first-contact date; source and nature of the relationship; purchasing need or timeline; requested classification; and confirmation that the customer agreed to the introduction.

Written acceptance is required

Lead protection begins only when DioLaz issues a written acceptance confirming the lead’s classification and registration. An automated receipt or submission alone does not create protection or a commission entitlement.

12-month existing-lead lookback

A prospect is normally treated as an existing DioLaz lead when, during the preceding 12 months, the prospect submitted an inquiry, communicated with DioLaz, received a quotation, attended a demonstration, entered DioLaz’s CRM or active pipeline, came through DioLaz advertising or events, or was registered by another partner. Prior purchasers are generally DioLaz House Accounts unless a protected follow-on opportunity applies.

180-day protection period

An accepted partner-originated lead is protected for 180 calendar days from written acceptance. DioLaz may extend protection in writing where there is documented progress, such as an active quotation, scheduled demonstration, financing review, management approval, facility opening or budget cycle. Generic messages without meaningful activity do not automatically renew protection.

4. Eligible sales and commission base

The standard 8%, 15% and 5% rates are calculated on the approved Net Pre-Tax Equipment Price of an eligible new DioLaz device. Eligible devices use the same standard percentage for the applicable partner tier.

Unless DioLaz confirms otherwise in writing, the calculation excludes sales taxes, shipping, remote-delivery or stair charges, specialized moving, non-standard installation, added training, consumables, skincare, replacement parts, accessories, service, maintenance, extended warranty, financing interest, finance charges, late or NSF fees, processing charges, travel reimbursement, collection costs and third-party charges.

Discounted and special-price transactions

Promotional pricing, education pricing, trade-in credit, partner pricing, bundles, demo or used equipment, free accessories, tenders, special financing or any other non-standard arrangement require written Commission Authorization before the final quotation is issued. DioLaz may approve the standard rate on the actual approved net price, a reduced percentage, a fixed incentive or no incentive.

Full-payment sales

For a customer paying the complete purchase price directly to DioLaz, the approved commission is payable within 15 Business Days after the later of: complete payment in cleared funds; delivery and customer acceptance; resolution of any material dispute; completion of the partner’s obligations; and receipt of a valid corporate invoice where required.

5. Commission on DioLaz In-House Financing

For an approved in-house financed sale, commission is paid progressively on eligible equipment principal actually received and retained by DioLaz. No commission is paid on interest, tax, finance charges, late charges or other excluded amounts.

Initial 40% equipment payment

After DioLaz receives the 40% initial equipment payment and all required taxes and non-financed charges in cleared funds, completes the financing documents, delivers the device and obtains customer acceptance, the partner may invoice the commission attributable to that initial principal. The first scheduled monthly instalment does not need to be paid before this initial commission becomes payable.

Remaining financed principal

As each later payment is received, only the portion applied to equipment principal generates commission. DioLaz may consolidate principal receipts into a monthly commission statement. Early payoff produces commission on the remaining principal after cleared funds are received. Missed, failed, reversed, written-off or uncollected principal produces no commission.

Example using a CAD $26,900 equipment price

An approved third-party lender that pays DioLaz the complete transaction amount in cleared funds is normally treated as a full-payment sale. See the DioLaz In-House Financing Policy for customer financing terms.

6. House Leads and follow-on purchases

House Lead Closing Support — 5%

DioLaz may assign an existing or company-generated lead to an approved Independent Sales Partner. The partner must accept the assignment, respond within any stated service period, provide meaningful follow-up, participate through purchase and keep reasonable written updates. House Leads remain DioLaz property and may be reassigned if the partner is inactive or unavailable.

Follow-on purchases — 12 months

After a partner-originated customer completes an initial qualifying sale, the partner may remain eligible for additional device purchases by that customer for 12 months from the initial delivery and acceptance date. Every follow-on opportunity must be separately registered before a new quotation, accepted by DioLaz, and supported by current substantive partner participation. There is no automatic lifetime residual commission.

7. Territory and exclusivity

All appointments are non-exclusive unless DioLaz signs a Territory Addendum. Referral Partners are not eligible for territory exclusivity.

For major metropolitan markets such as the Greater Toronto Area, Greater Vancouver, Calgary, Edmonton or Montréal, the standard qualification and maintenance target is three completed eligible device sales per calendar month. DioLaz may assess performance as a rolling three-month total of nine completed units to account for normal timing.

For smaller, rural, northern or lower-density territories, DioLaz may approve a lower monthly or quarterly target based on clinic count, population, geography, travel requirements, demand and reasonable market potential. The exact territory and target must appear in Schedule A.

Territory exclusivity means DioLaz will not appoint another Independent Sales Partner for the same defined territory during the applicable term, subject to performance and compliance. It does not prevent DioLaz from advertising, receiving inbound inquiries, selling directly, serving existing customers, maintaining clinic demonstration partners, handling national accounts, government or institutional opportunities, or assigning House Leads.

Failure to meet target may result in a remediation plan, review, suspension, territory reduction, conversion to non-exclusive status or termination of the Territory Addendum. No partner may appoint sub-agents, dealers, distributors or representatives without prior written approval.

8. Demo Hosting Fee

For an approved partner-originated opportunity classified in writing as an Independent Sales Partner — 15% opportunity, if the Independent Sales Partner requests or uses a legally separate Authorized Clinic Partner or other DioLaz-approved third-party clinic as the demonstration host, the Independent Sales Partner is responsible for a fixed CAD $100 Demo Hosting Fee per completed in-person demonstration session, plus applicable tax where legally required.

No separate Demo Hosting Fee is payable for a DioLaz House Lead, including a House Lead Closing Support assignment, or for a Referral Partner lead hosted by an Authorized Clinic Partner as part of that clinic’s standard program obligations, unless DioLaz expressly approves a special paid-hosting arrangement in writing before the session.

The fee does not transfer lead attribution to the host and does not create an additional 8%, 15%, or 5% incentive for the hosting clinic. The same legal entity, and normally any commonly controlled, affiliated, nominee, or related entity, may not receive both the Demo Hosting Fee and a sales incentive for the same customer or opportunity. The fee does not apply to cancellations, no-shows, virtual meetings, demonstrations at a DioLaz facility, or demonstrations at the Independent Sales Partner’s own approved location.

A qualifying completed session is a scheduled in-person appointment where the prospective business purchaser attends and the approved host provides the agreed equipment demonstration. One continuous group appointment is normally one session, regardless of the number of attendees or devices discussed, unless approved otherwise in writing. The hosting clinic remains responsible for its premises, personnel, professional duties, consent, privacy, safety, and insurance.

9. DioLaz controls the customer transaction

DioLaz remains the seller of record and is responsible for official quotations, approved pricing, discount approval, customer contracts, financing review, invoices, payment collection, product and regulatory documentation, shipping, delivery, installation, manufacturer equipment training, warranty administration, technical service and after-sales support.

A partner may not issue binding quotations, approve discounts, collect deposits or payments, sign for DioLaz, promise financing approval, guarantee delivery dates or clinical outcomes, change warranty or return terms, hold inventory for resale, or otherwise bind DioLaz.

Approved public titles are DioLaz Referral Partner and DioLaz Independent Sales Partner. A partner must not describe itself as a DioLaz employee, legal agent, distributor, dealer, franchisee, branch office or exclusive representative unless expressly authorized in writing.

10. Marketing, privacy, competition and conduct

Approved information and claims

Partners must use DioLaz-approved information for specifications, Health Canada licensing, intended use, indications, contraindications, warranty, training, service, price, financing, delivery and expected results. Prior written approval is required for technical or clinical claims, comparative claims, outcome claims, Health Canada statements, public prices or discounts, financing advertisements, exclusivity claims, paid advertising using the DioLaz name, modified brochures, testimonials or before-and-after content associated with DioLaz devices.

Material relationship disclosure

Public endorsements must clearly disclose the partner relationship using an approved description such as “Independent Sales Partner,” “Referral Partner,” or “Partner.”

Privacy and electronic marketing

Before sharing a person’s contact information, the partner must have an appropriate lawful basis and inform the prospect that the information will be shared with DioLaz for product consultation and sales follow-up. Email, SMS, WhatsApp and other commercial messages must comply with applicable Canadian consent, sender-identification, unsubscribe and privacy requirements. Patient health records, treatment photographs, payment-card information, government identification or other sensitive information must not be submitted through ordinary lead registration.

Competing products

A partner may work with other companies but must disclose directly competing device relationships, avoid using DioLaz confidential information for another manufacturer, avoid simultaneously positioning a directly competing device within the same accepted opportunity, and never divert an accepted DioLaz lead to a competitor. A material conflict may result in suspension, loss of exclusivity or termination.

14. Cancellation, reversal and clawback

If a transaction is cancelled, refunded, charged back, rescinded, discounted after closing or otherwise reversed, unpaid commission attributable to the affected amount is cancelled and previously paid commission is adjusted proportionally.

DioLaz may recover an overpayment by invoice or set-off against future amounts. No commission is payable on fraud, falsified information, unauthorized promises, unlawful conduct or material partner misrepresentation.

Ordinary warranty service does not itself reverse commission unless the underlying sale is cancelled, rescinded or refunded. For in-house financing, the partner retains commission properly calculated on principal actually received and retained, but uncollected or written-off principal does not generate commission.

15. Term, renewal and termination

The standard initial trial term is six months. Following review, DioLaz may renew the appointment for successive 12-month periods under an updated Schedule A.

Either party may terminate without cause on 30 days’ written notice. DioLaz may suspend or terminate immediately for fraud, falsified leads, unauthorized collection of money, unauthorized resale or sub-agents, false regulatory or clinical claims, misuse of confidential information, diversion of accepted leads, unlawful marketing, serious privacy breaches, undisclosed kickbacks, serious reputational risk or other material breach.

90-day post-termination lead tail

An accepted, active and protected partner-originated lead may remain eligible when the qualifying sale completes within 90 days after termination, provided termination was not for serious cause and all other requirements are met. The tail does not apply to new, expired or House Leads.

Termination does not automatically cancel future proportional commission on an in-house financing sale completed before termination. Such commission may continue as DioLaz receives and retains financed principal, subject to payment, reversal, confidentiality and termination-for-cause provisions.

Clinic owners: This Program is separate from DioLaz’s clinic-focused Authorized Clinic Partner Program. Authorized Clinic Partner status does not automatically create lead protection or an 8%, 15%, or 5% sales incentive. Standard hosting of DioLaz House Leads and Referral Partner leads does not generate a separate Demo Hosting Fee.