Partner Program Agreement

1. About this Agreement

This Partner Program Agreement (the “Agreement”) is between you (the “Partner”) and Orbit Technologies Limited, trading as Orbit Commerce (“we”, “us”, “our”).

By applying to join the Partner Program, accepting this Agreement, or building, publishing, or marketing anything in our partner ecosystem, you agree to be bound by this Agreement, the Terms of Service, the Acceptable Use Policy, the API Terms of Use, and the Data Processing Addendum where you process Vendor or Customer Personal Data.

This Agreement covers three Partner roles. The general clauses (sections 1 to 21) apply to all Partners. Role-specific clauses are in sections 22 (App Developers), 23 (Theme Developers), and 24 (Affiliates). You may participate in more than one role.

2. Eligibility

You must be at least eighteen (18) years old, legally able to enter into binding contracts, and not subject to any sanctions regime that would prevent you from entering into this Agreement. You must register accurate, current, and complete information when applying.

3. The Programme

The Partner Program lets you build apps, themes, or referral relationships in our ecosystem, list them in the relevant store, and earn revenue or commission in accordance with this Agreement. Participation is at our discretion and we may suspend or terminate your participation as set out in this Agreement.

We may change the features, benefits, fees, revenue share, technical requirements, and policies of the Partner Program from time to time. We will give you reasonable notice of changes that materially affect you.

4. Acceptable Use

You must comply with the Acceptable Use Policy in all activity under this Agreement, including the code you write, the content you publish, the integrations you build, the marketing you run, and the data you handle.

5. Data, Privacy, and Security

You acknowledge that Vendor data and Customer Personal Data are confidential and that Vendors are the controllers of Customer Personal Data. You must:

• process Vendor data and Customer Personal Data only as needed to provide your Partner Offering to the Vendor and only as the Vendor instructs;
• comply with the Data Protection Laws (including UK GDPR) and enter into the DPA made available by us, or a back-to-back equivalent, with each Vendor whose data you process;
• implement and maintain technical and organisational measures appropriate to the risk of the processing, on at least the standard set out in Annex 2 of our DPA;
• notify us at support@orbitcommerce.net within twenty-four (24) hours of becoming aware of any personal data breach affecting Vendor data or Customer Personal Data, and cooperate with us in investigating and remediating the breach;
• not retain Vendor data or Customer Personal Data after the Vendor uninstalls, disconnects, or removes your Partner Offering, except as required by law.

6. AI and Machine Learning Restrictions

You must not, and you must not allow any third party to, use Vendor data, Customer Personal Data, or any data made available to you through the Partner Program to create, develop, train, fine-tune, or improve any machine learning model, large language model, or other artificial intelligence system, except where: (a) the Vendor has given specific, informed consent in writing to that use; and (b) the use complies with the Data Protection Laws. Aggregated, anonymised, and de-identified data may be used to operate, secure, and improve your Partner Offering.

7. Trade Marks and Brand

Subject to your compliance with our brand guidelines and this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable licence to use the “Orbit Commerce” name and approved logos solely to identify yourself as a participant in the Partner Program (for example, “Orbit Commerce Partner”).

You must not register or apply to register any trade mark, domain name, or business name that is identical or confusingly similar to any of our trade marks. We may revoke the licence at any time. All goodwill from your use of our trade marks accrues to us.

8. Intellectual Property

You retain ownership of your Partner Offering and the intellectual property rights in it. You grant us a non-exclusive, worldwide, royalty-free licence to host, reproduce, transmit, display, and distribute your Partner Offering and your marketing materials for the purposes of operating the Partner Program, listing your Partner Offering, and marketing the Service.

We retain ownership of the Service, the Partner Program infrastructure, and all related intellectual property. No rights are granted to you except those set out in this Agreement.

9. Confidentiality

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

10. Tax

You are responsible for all taxes payable on the revenue or commission you earn under this Agreement, including any VAT, income tax, and self-employment taxes. You must provide us with accurate tax information when we ask, including a valid VAT registration number where applicable.

11. Sanctions and Compliance

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 Partner Program to deal with any sanctioned person, in or for a sanctioned territory, or in breach of applicable export control laws. You will comply with the UK Bribery Act 2010 and our Anti-Bribery and Corruption Policy.

12. Independent Contractors

You and we are independent contractors. This Agreement does not create any partnership, joint venture, agency, employment, or fiduciary relationship. Neither party has authority to bind the other.

13. Warranties and Disclaimers

You warrant that: (a) you have all rights necessary to grant the licences in this Agreement and to perform your obligations; (b) your Partner Offering does not infringe the rights of any third party; (c) your Partner Offering does not contain malicious code; and (d) you will provide your Partner Offering with reasonable skill and care.

The Partner Program, the Service, the APIs, and all associated materials are provided “as is” and “as available” to you, and we disclaim all warranties, conditions, and representations (whether express, implied, statutory, or otherwise) to the maximum extent permitted by law, including warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement. We do not warrant any revenue, downloads, installs, or commercial success from your participation in the Partner Program.

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 Fees or commission we paid to 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 Partner Offering; (b) your marketing or communications; (c) your handling of Vendor data or Customer Personal Data; (d) your breach of this Agreement or any law; or (e) any product or service you supply to Vendors or Customers.

16. Removal and Suspension

We may remove your Partner Offering from any listing, suspend your access to the Partner Program, or restrict any feature, where we reasonably believe that: (a) the Partner Offering breaches this Agreement, the Acceptable Use Policy, or the law; (b) the Partner Offering presents a security, privacy, or stability risk; (c) the Partner Offering misleads Vendors or Customers; (d) we have received credible complaints from Vendors or third parties; (e) you have not paid amounts due to us; or (f) a regulator or court so requires.

17. Term and Termination

This Agreement starts when you are admitted to the Partner 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 if the other party commits a material breach and fails to remedy it within thirty (30) days of written notice, or becomes insolvent.

We may terminate with immediate effect for serious or repeated breach of this Agreement (including breach of section 5, 6, or 11), for breach of sanctions or export control law, or where required to do so by law or regulator demand.

18. Effect of Termination

On termination: (a) your right to use the Service and APIs as a Partner ends; (b) your Partner Offering will be unlisted; (c) you must stop using our trade marks; (d) you must delete all Vendor data and Customer Personal Data in your possession, except where the law requires retention; (e) we will pay you any revenue or commission earned and not yet paid in the next normal payout cycle, less any amounts you owe us; and (f) the clauses that by their nature should survive (including sections 5, 6, 8, 9, 13, 14, 15, 19, 20, 21) will survive.

19. Notices, Assignment, and General

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.

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.

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

This Agreement is governed by the laws of England and Wales and the courts of England and Wales have exclusive jurisdiction.

22. App Developer Provisions

This section applies if you build and publish apps or integrations on the Orbit Commerce Plugin Store or via our API.

22.1 Submission and Review

We may review each version of your app before listing it. We may reject or unlist apps that do not meet our technical, security, content, or quality requirements. We may also remove apps that breach this Agreement after listing.

22.2 Revenue Share

For paid apps sold through the Plugin Store, we retain a revenue share of fifteen percent (15%) of the net amount you receive (after refunds, chargebacks, taxes, and payment processing fees). You keep the remaining eighty-five percent (85%). This split may be changed from time to time on at least sixty (60) days’ notice. For free apps, no revenue share applies.

Payouts are made in pounds sterling, monthly in arrears, subject to a minimum payout threshold which we publish. You are responsible for any conversion fees if you receive payouts in another currency.

22.3 Support

You are responsible for providing support to Vendors who install your app. You must publish a working support contact and respond to support requests within a reasonable time. We are not responsible for support of your app.

22.4 Content Moderation

Where your app surfaces or accepts user-generated content (for example, ratings, comments, or developer Q&A), you must operate a clear reporting and takedown mechanism and comply with the Online Safety Act 2023 where it applies.

23. Theme Developer Provisions

This section applies if you design and publish themes on the Orbit Commerce Theme Store.

23.1 Submission and Review

We may review each version of your theme before listing it. We may reject or unlist themes that do not meet our design, performance, accessibility, security, or content requirements. We may suggest revisions before approval.

23.2 Revenue Share

For paid themes sold through the Theme Store, we retain a revenue share of fifteen percent (15%) of the net amount you receive. You keep eighty-five percent (85%). Payouts are monthly in arrears, subject to a minimum payout threshold which we publish.

23.3 Licensing to Vendors

When a Vendor purchases your theme, the Vendor receives a non-exclusive, non-transferable licence to use the theme for an unlimited time on a single Storefront, unless the theme listing says otherwise. You must continue to provide security and compatibility updates for at least twelve (12) months after a theme version is delisted.

23.4 Support

You are responsible for theme support and bug fixes to Vendors who have purchased your theme. You must publish a working support contact and respond to support requests within a reasonable time.

23.5 Accessibility

Your theme must aim to meet WCAG 2.2 AA. Themes that fall materially short of this standard may be rejected or unlisted.

24. Affiliate Provisions

This section applies if you refer prospective Vendors to Orbit Commerce in return for a commission.

24.1 Referrals

You may refer prospective Vendors using the affiliate links and codes we provide. You must not make false, misleading, or unauthorised statements about Orbit Commerce. You must comply with all advertising standards and consumer law (including ASA and CMA guidance on influencer marketing and the Digital Markets, Competition and Consumers Act 2024). You must disclose your affiliate relationship clearly in any promotion.

24.2 Commission

We pay commission on Qualifying Subscriptions made through your tracked link within the attribution window we publish. A Qualifying Subscription is one that completes the relevant qualification period without refund, chargeback, or breach. The commission rate, attribution window, and cooling-off period are published in the affiliate dashboard and may be changed on at least thirty (30) days’ notice.

24.3 Prohibited Practices

• No paid search on our trade marks or trade-mark variations;
• No spam, unsolicited email, or unsolicited SMS;
• No coupon-site claims for offers we do not run;
• No cookie stuffing, auto-clicks, or other artificial traffic;
• No self-referrals; you may not refer your own accounts.

24.4 Payouts and Recoupment

Commission is paid monthly in arrears, subject to a minimum payout threshold we publish. We may recoup commission paid on referrals that turn out to be ineligible, refunded, charged back, or in breach of section 24.3.

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