Supplier Program Agreement

1. About this Agreement

This Supplier Program Agreement (the “Agreement”) is between you (the “Supplier”) and Orbit Technologies Limited, trading as Orbit Commerce (“we”, “us”, “our”). By joining the Supplier Program, you agree to be bound by this Agreement, the Terms of Service, the Acceptable Use Policy, and the Data Processing Addendum.

The Supplier Program lets you publish a product catalogue that Vendors can connect to their Storefronts. Orders placed by Customers on a Vendor’s Storefront for your products are passed to you for fulfilment. We operate as the connecting platform only; we are not party to the sale and we do not take title to or possession of the goods.

2. Eligibility

You must be a registered business legally able to supply the products you offer in every market in which you offer them. You must hold all licences, authorisations, and registrations required for those products (including, where applicable, food hygiene registration, cosmetics responsible person obligations, electrical safety compliance, age-restricted-goods licences, and import/export licences).

3. The Roles

As between you, the Vendor, and us:

• You are responsible for the products, product information, stock, fulfilment, returns, refunds for product issues, warranties, and product safety.
• The Vendor is responsible for the sale to the Customer, the Storefront, marketing, customer service for the order, consumer-law disclosures, tax, and the Storefront’s payment processing relationship.
• We provide the platform that connects your catalogue and order flow to the Vendor’s Storefront. We are not the seller, the buyer, or the merchant of record.

4. Your Catalogue

You must provide accurate, current, and complete product information for every listing, including: title and description, identifiers (GTIN/EAN where applicable), materials and ingredients, country of origin, regulatory and safety markings (UKCA, CE, etc. where applicable), age suitability, hazard information, allergens, weight and dimensions, lead times, and stock availability. You are responsible for keeping this information up to date.

You must comply with the Consumer Protection from Unfair Trading Regulations 2008, the Digital Markets, Competition and Consumers Act 2024, the General Product Safety Regulations 2005, and any product-category-specific law. You must not list prohibited products under our Acceptable Use Policy.

5. Pricing

You set your wholesale, dropship, or recommended price as you choose. Each Vendor decides the retail price on its Storefront, save where the parties have agreed otherwise in a written supply contract. Nothing in this Agreement obliges a Vendor to sell at any particular price and nothing in this Agreement restricts a Vendor from offering discounts, promotions, or selling on other channels.

6. Stock and Availability

You must publish accurate stock levels and lead times and update them promptly when they change. If you cannot fulfil an order you have accepted (in whole or in part), you must notify the Vendor without undue delay and refund any amount we or the Vendor has paid to you for the unfulfilled portion within fourteen (14) days.

7. Fulfilment

You must fulfil accepted orders within the lead time published for the product. You must use a delivery method that provides tracking where reasonably possible. You are responsible for packaging, labelling, customs documentation, duties and import VAT for cross-border orders, and any returns logistics under section 8.

8. Returns, Refunds, and Defects

You must operate a returns and refunds process that, at minimum, allows Vendors to honour their statutory obligations to Customers under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (where the sale is B2C in the UK).

You are responsible for product defects, non-conformity, mis-shipments, and warranty claims in respect of your products. You will reimburse the Vendor for refunds and reasonable costs reasonably incurred by the Vendor as a result of those issues, on reasonable evidence.

9. Product Safety and Recalls

You must monitor the safety of your products and operate an effective recall procedure. You must notify us and affected Vendors without undue delay (and in any event within twenty-four (24) hours of identification) of any safety incident, recall, regulatory action, or notice of intended enforcement that affects products listed through the Supplier Program. You will provide any information reasonably required by us, the Vendor, or a regulator to manage the issue.

10. Intellectual Property and Counterfeits

You warrant that you have all rights necessary to sell, manufacture, import, and market each product, and that your products do not infringe any third-party intellectual property right. You must not list counterfeit, replica, or unauthorised-channel goods. We will respond to notices of intellectual property infringement in line with our Copyright and Takedown Policy.

11. Modern Slavery and Responsible Sourcing

You will comply with the Modern Slavery Act 2015 and use reasonable due diligence to ensure there is no modern slavery, human trafficking, or forced or child labour in your operations or your direct supply chain. We may ask for evidence of your due diligence and may carry out reasonable supplier audits.

12. Data Protection

When you process Customer Personal Data (for example, customer name and shipping address) to fulfil an order, the Vendor is the controller and you are a processor. You must enter into a written processor agreement with the Vendor under Article 28 UK GDPR. Our DPA applies to data we hold on the Vendor’s behalf. You must not use Customer Personal Data for your own marketing or any purpose beyond fulfilling the order without separate lawful basis.

13. 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 list products or ship to destinations in breach of sanctions or export control. You will comply with the UK Bribery Act 2010 and our Anti-Bribery and Corruption Policy.

14. Tax

You are responsible for your own VAT, customs duty, and income tax obligations. You must provide accurate VAT and tax information when we ask. Where you and the Vendor are jointly involved in a sale, you must cooperate in good faith to ensure VAT, import VAT, and any deemed-supplier rules are correctly applied.

15. Warranties and Disclaimers

You warrant that: (a) your products are of satisfactory quality, fit for purpose, and match their description; (b) your products are safe and compliant with all applicable laws and standards; (c) you have all rights, licences, and authorisations needed to supply your products; and (d) your listings are accurate and not misleading.

The Supplier Program is 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 sales volume or commercial success.

16. Limitation of Liability

16.1 Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, liability under section 2(3) Consumer Protection Act 1987, or any other liability that cannot be excluded under applicable law.

16.2 Subject to section 16.1, 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.

16.3 Subject to sections 16.1 and 16.2, our total aggregate liability to you arising out of or in connection with this Agreement in any twelve (12) month period is limited to one hundred pounds sterling (£100). This cap does not limit your liability to us (which is uncapped in respect of product liability, intellectual property infringement, sanctions, anti-bribery, modern slavery, and data protection breaches arising from your acts or omissions).

17. Indemnification

You will defend, indemnify, and hold us, our group companies, and the Vendor harmless from any third-party claim and any damages, fines, penalties, regulatory action, and reasonable legal costs arising from: (a) your products (including product liability and safety claims); (b) inaccurate or misleading listings; (c) infringement of third-party intellectual property; (d) breach of consumer law, product safety, sanctions, anti-bribery, or modern slavery rules; (e) your handling of Customer Personal Data; or (f) any other breach of this Agreement.

18. Removal and Suspension

We may remove products, suspend your catalogue, or suspend your access to the Supplier Program where we reasonably believe that: (a) products are unsafe, unlawful, or breach the Acceptable Use Policy; (b) listings are misleading; (c) we receive credible complaints; (d) you have failed to fulfil accepted orders; (e) you have breached sanctions or anti-bribery rules; or (f) a regulator or court so requires.

19. Term and Termination

This Agreement starts when you are admitted to the Supplier 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.

On termination, you must continue to fulfil orders accepted before termination, and continue to operate the returns, warranty, and safety processes for those orders. Sections that by their nature should survive (including sections 8, 9, 10, 12, 15, 16, 17, and 24) will survive.

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. Notices and Assignment

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.

22. Independent Contractors

You and we are independent contractors. This Agreement does not create any partnership, joint venture, agency, employment, or fiduciary relationship between you and us.

23. Third-Party Rights

Except to the extent that section 17 (Indemnification) confers a benefit on Vendors, 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.

24. Governing Law

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

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