Agency Program Agreement

1. About this Agreement

This Agency Program Agreement (the “Agreement”) is between you (the “Agency”) and Orbit Technologies Limited, trading as Orbit Commerce (“we”, “us”, “our”). By joining the Agency Program, accessing a client Vendor’s account, or using our agency tooling, you agree to be bound by this Agreement, the Terms of Service, the Acceptable Use Policy, and the Data Processing Addendum where you process Vendor or Customer Personal Data.

The Agency Program is intended for businesses that build, configure, run, or service Storefronts on behalf of a client Vendor. You are an independent contractor of the client; you are not our agent, partner, or employee.

2. Eligibility and Approval

We may admit Agencies at our discretion, based on the information you provide in the application. We may withdraw approval at any time in accordance with section 16. You must keep your Agency profile, point of contact, and contact details current.

3. Acting on Behalf of Client Vendors

You may only access, configure, or modify a Vendor’s account if you have the Vendor’s express written authority to do so. Authority is given by the Vendor inviting you to their account as a collaborator, by signing a written engagement letter that names you as their service provider, or by another mechanism we reasonably require.

You acknowledge that, when acting on a Vendor’s account: (a) the Vendor remains the contracting party with us under the Terms of Service; (b) you are acting as the Vendor’s agent for the purposes of administering the Service for that Vendor; and (c) your acts and omissions on that Vendor’s account are treated as the Vendor’s acts and omissions as between you, the Vendor, and us.

You will give us, on reasonable request, evidence of your authority to act for a particular Vendor.

4. Your Engagement Letter with the Client Vendor

Your relationship with each Vendor must be governed by a written engagement letter that, at minimum:

• identifies the parties, scope of work, and term;
• allocates responsibility for billing of any Fees, taxes, and third-party costs (including whether the Vendor pays us directly or you bill the Vendor and pass through Fees);
• deals with handover of credentials, account ownership, intellectual property created during the engagement, and data return on termination;
• contains data protection terms appropriate to your role (controller, processor, or joint controller as the case may be), back-to-back with our DPA where you process Customer Personal Data on the Vendor’s behalf;
• makes clear that the Vendor is responsible to us for the Vendor’s use of the Service and bears compliance responsibility for what is published or sold on the Storefront.

5. Acceptable Use

All work you do on the Service must comply with our Acceptable Use Policy. If a Vendor’s instruction would breach the Acceptable Use Policy or any law, you must refuse the instruction and notify the Vendor and, where appropriate, notify us at support@orbitcommerce.net.

6. Data Protection and Security

When you process Customer Personal Data on a Vendor’s behalf, you are a processor (and we are a sub-processor or processor as the case may be). You must:

• comply with the Data Protection Laws and the Vendor’s lawful, documented instructions;
• impose written confidentiality obligations on your personnel and contractors;
• implement and maintain technical and organisational measures appropriate to the risk, on at least the standard set out in Annex 2 of our DPA;
• notify the Vendor and us at support@orbitcommerce.net within twenty-four (24) hours of becoming aware of any personal data breach;
• return or delete all Vendor data and Customer Personal Data in your possession at the end of your engagement, except as required by law;
• not use Vendor data, Customer Personal Data, or data made available through the Service to train, fine-tune, or develop any machine learning or artificial intelligence system without explicit prior consent from the Vendor.

7. Credentials and Access

You must not share, store, or transmit Vendor credentials in clear text. Where the Service supports it, you must access a Vendor’s account by accepting an invitation under your own identity, with multi-factor authentication enabled, rather than using the Vendor’s credentials. You are responsible for your personnel and contractors and for revoking access promptly when their engagement ends.

8. Trade Marks and Marketing

Subject to your compliance with our brand guidelines, you may describe yourself as an “Orbit Commerce Agency” or similar approved status. You must not claim affiliation, endorsement, or certification beyond what we have given you, and you must not register or apply for trade marks, domain names, or business names that are identical or confusingly similar to ours.

9. Referral Commission

Where we offer referral commission for Vendors you introduce to Orbit Commerce, the commission rate, attribution window, eligibility criteria, and payout terms are published in the agency dashboard and may be changed on at least thirty (30) days’ notice. Sections 24.2 to 24.4 of the Partner Program Agreement apply to referrals you make as an Agency, including prohibited practices and recoupment.

10. Confidentiality

You will treat as confidential any non-public information you receive from us or from a Vendor in connection with the Agency Program. You may use it only to perform your services and you must protect it with at least reasonable care. These obligations apply during the term and for five (5) years afterwards.

11. Independent Contractor Status

You and we are independent contractors. This Agreement does not create any partnership, joint venture, agency, employment, or fiduciary relationship between you and us. You are not authorised to make any representation, warranty, or commitment on our behalf.

12. Sanctions and Bribery

You confirm that you, your owners, your directors, and your beneficial owners are not subject to UK, EU, US, or UN sanctions. You will not use the Agency Program to service Vendors or counterparties in breach of sanctions or export control law. You will comply with the UK Bribery Act 2010 and our Anti-Bribery and Corruption Policy.

13. Warranties and Disclaimers

You warrant that you will provide your services to Vendors with reasonable skill and care, in accordance with good industry practice, and in compliance with this Agreement.

The Service and the Agency Program are provided to you “as is” and “as available”, and we disclaim all warranties, conditions, and representations (whether express, implied, statutory, or otherwise) to the maximum extent permitted by law. We do not warrant any volume of Vendor referrals, project pipeline, or commercial success.

14. Limitation of Liability

14.1 Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded under applicable law.

14.2 Subject to section 14.1, neither party will be liable for any loss of profits, revenue, business, goodwill, anticipated savings, or opportunity (whether direct or indirect), or for any indirect, special, exemplary, punitive, or consequential loss, however arising.

14.3 Subject to sections 14.1 and 14.2, our total aggregate liability arising out of or in connection with this Agreement in any twelve (12) month period is limited to the greater of (a) the total referral commission we paid you under this Agreement in that twelve (12) month period, or (b) one hundred pounds sterling (£100).

15. Indemnification

You will defend, indemnify, and hold us and our officers, employees, contractors, and affiliates harmless from any third-party claim and any damages, fines, penalties, and reasonable legal costs arising from: (a) your services to Vendors; (b) your breach of authority or instructions; (c) your handling of Vendor data or Customer Personal Data; (d) any dispute between you and a Vendor over your engagement; (e) your breach of this Agreement or any law.

16. Removal and Suspension

We may suspend or remove your participation in the Agency Program if we reasonably believe that: (a) you have breached this Agreement, the Acceptable Use Policy, or the law; (b) you are mishandling Vendor data or credentials; (c) we have received credible complaints from Vendors or third parties; (d) you have breached sanctions or anti-bribery rules; or (e) a regulator or court so requires.

17. Term and Termination

This Agreement starts when you are admitted to the Agency Program and continues until terminated.

Either party may terminate for convenience on thirty (30) days’ written notice.

Either party may terminate for cause with immediate effect on written notice for uncured material breach (with thirty (30) days’ cure period), insolvency, or sanctions exposure.

18. Effect of Termination

On termination of this Agreement: (a) your access to agency-only tooling ends; (b) your authority to act on Vendor accounts under the Agency Program ends, but your direct collaborator-level access for each Vendor continues subject to the Vendor’s decision; (c) you must stop using our trade marks and Agency status; and (d) the clauses that by their nature should survive (including sections 6, 10, 13, 14, 15, and 21) will survive.

19. Vendor Departure or Handover

If a Vendor terminates your engagement, removes your access, or asks for a handover, you must promptly cooperate, transfer back any account ownership, credentials, configurations, deliverables, and data that belong to the Vendor, and stop accessing the Vendor’s account. You may not hold credentials, data, or content hostage over a billing or commercial dispute.

20. Variation

We may amend this Agreement from time to time. For material changes we will give at least thirty (30) days’ notice. If you do not agree to a material change, your sole remedy is to terminate before it takes effect.

21. Governing Law and General

This Agreement is governed by the laws of England and Wales and the courts of England and Wales have exclusive jurisdiction. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

Notices to us must be sent to support@orbitcommerce.net. You may not assign this Agreement without our prior written consent. We may assign this Agreement to any member of our group or to a successor on a sale, merger, or reorganisation.

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