Partner Programme Agreement

This agreement sets out the terms of the Eve SellerOps partner programme (the Programme). It is between USANDIA LTD., trading as Eve SellerOps, a company registered in England and Wales under number 12785893, whose registered office is 7 Bell Yard, London, WC2A 2JR (Eve, we, us), and the person or business that accepts it in the EVE application (the Partner, you). Its commercial terms are in Schedule 1.

How you accept

You accept this agreement by ticking the acceptance box and selecting Join the partner programme in the EVE application. That is your signature: we do not send a separate agreement to sign. It takes effect when we confirm your partnership on screen. We record the version you accepted, when, and the EVE account and sign-in that accepted it, and we email you a confirmation with a link to this page. We keep a copy of every version and will send you the version you accepted on request.

By accepting, you confirm that you are at least 18, that you are joining for the purposes of your trade, business or profession and not as a consumer, and, if you accept for a business, that you are authorised to bind it. In that case the business is the Partner.

1. Definitions

In this agreement:

• Business Day means a day other than a Saturday, Sunday or bank holiday in England.
• Commission means the amount calculated under clause 4.
• Commission Period means, for each Referred Customer, the period in Schedule 1 starting on its Redemption Date.
• Customer Terms means our terms of service, as updated from time to time.
• Dashboard means the partner page of the EVE application.
• Net Receipt means the amount paid on a Referred Customer's subscription invoice, after any discount, promotion or credit, excluding VAT and other taxes, and before payment-processing fees.
• Partner Code means the code and sign-up link we issue to you.
• Redemption Date means the date on which our payment provider (currently Stripe) confirms a completed checkout using your Partner Code.
• Referred Customer means an EVE account that becomes a paying subscriber through your Partner Code and meets clause 3.
• Related Business means you, your group companies, your officers, employees and their immediate families, and any business any of them controls or in which any of them holds more than 25% of the shares or votes.

2. Appointment and status

2.1 We appoint you, on a non-exclusive basis, to introduce prospective customers to Eve SellerOps. We may appoint other partners and sell directly anywhere.

2.2 You are an independent introducer, not our agent, employee, partner or joint venturer. You have no authority to make any contract, promise, representation or commitment for us, or to collect money for us. Your role is limited to introductions: you do not negotiate or conclude any sale on our behalf, and each customer decides and contracts with us itself.

2.3 Every customer contracts with us directly under the Customer Terms. We alone decide whether to accept a customer, and we may refuse or suspend any account under the Customer Terms without liability to you.

2.4 You bear your own costs of taking part. We pay nothing except Commission.

2.5 You warrant that the information you give us when joining, including your name and how you will promote EVE, is true, and that you will keep it up to date. You also warrant that you are not subject to sanctions or any insolvency procedure, and that you are not resident in a country where we cannot lawfully pay you.

2.6 Joining is approved automatically. Approval is not a judgement that your plans comply with this agreement: we may review your partnership at any time. Only the owner of an EVE account with a verified email address may join, and each EVE account may hold one partnership.

3. Your code and attribution

3.1 Codes. When you join we issue your Partner Code. It carries the customer offer in Schedule 1 and the Customer Terms. We set the customer offer and may change it for future redemptions at any time. We may withdraw or replace a code that we consider misleading, confusing with our own brand, or offensive. Customers who have already redeemed keep their offer for its stated period.

3.2 Attribution. An account is attributed to you only when all of these are true:

• it completes a paid-plan checkout using your Partner Code, confirmed by our payment provider (a code typed in or a link followed without a completed checkout does not count);
• it had not subscribed to EVE, used a free trial of a paid plan, paid us anything or redeemed any partner code before that checkout; and
• it is not excluded by clause 3.4.

3.3 First code wins. Each account can be attributed to only one partner, ever: the partner whose code it redeems first. Our records of redemptions and payments are conclusive, absent manifest error. There is no cookie, link-click or last-touch attribution.

3.4 Exclusions. No Commission is payable on:

• your own account or that of any Related Business, including through a different email address or an alias (self-referral);
• an account introduced in breach of this agreement, or that obtained the code in breach of the Customer Terms (for example through multiple accounts); or
• any account we close for fraud or breach of the Customer Terms.

3.5 We decide whether an account is a Referred Customer, using the records and signals available to us. If we later find that an account was excluded, we may reverse its attribution and recover any Commission already paid on it under clause 5.5.

4. Commission

4.1 Rate. For each Referred Customer, we pay you the Commission Rate in Schedule 1 on every Net Receipt from that customer's subscription invoices paid during its Commission Period. Invoices discounted to zero earn nothing. Commission is rounded to the nearest penny or cent per invoice.

4.2 Commission Period. The Commission Period starts on the Redemption Date and lasts for the number of calendar months in Schedule 1. The first invoice paid up to one day before the Redemption Date counts, so that a first payment recorded just before the checkout is confirmed is included.

4.3 What earns nothing. No Commission is payable on VAT, other taxes, amounts refunded or charged back, unpaid or written-off invoices, one-off services, or anything other than subscription fees for the Eve SellerOps service. Commission is earned only on cleared payments.

4.4 Changes to the commercial terms. We may change the Commission Rate or Commission Period by giving you at least 30 days' notice by email and publishing a new Schedule 1. A change applies only to accounts whose Redemption Date falls on or after the date it takes effect. Every Referred Customer stays on the terms in force on its own Redemption Date for its whole Commission Period. If you do not accept a change, you may end this agreement under clause 9.2.

4.5 No other payment. Commission is your only remuneration. Nothing is payable on any account that is not a Referred Customer, or on anything paid after the Commission Period ends.

5. Statements, payment, tax and clawback

5.1 Statements. Your Dashboard is your statement. It shows, for each Referred Customer, an anonymised entry ("Client 1", "Client 2") with when it joined, its plan, whether its subscription is active, and the Commission it has earned you, together with your totals in each currency: earned, in the holding period, payable, on hold and paid. We also email you a statement of each payment before we make it.

5.2 Holding period and minimum. Commission on each payment becomes payable when the holding period in Schedule 1 has passed after the Referred Customer made it. We pay once the payable balance in one currency reaches the minimum in Schedule 1. A smaller balance carries forward. When this agreement has ended and the last Commission Period has run, we pay any remaining balance, whatever its size.

5.3 Invoices and payment. When a payment is due, we email you to ask for an invoice and the details in clause 5.4. We pay each undisputed invoice within 30 days of receiving it and those details, by bank transfer to an account in your name, in the currency the Referred Customers paid in. We do not hold your bank details in the EVE application. Each party bears its own bank charges.

5.4 Tax and checks. Commission excludes VAT. If you are registered for UK VAT, you add VAT at the applicable rate and issue a valid VAT invoice. If you belong outside the UK, you invoice without UK VAT and we account for any VAT due under the reverse charge. You are responsible for your own taxes and national insurance on Commission and indemnify us against any claim for them. Before paying, we may ask for proof of your identity, address and bank account and for tax information, such as a VAT number or tax residence certificate, and we may withhold payment until we receive it. Tell us promptly if your VAT status changes.

5.5 Clawback. If a Net Receipt that earned Commission is later refunded, credited or charged back, in whole or in part, the Commission on it is reversed in proportion. We deduct the reversed amount from later Commission. If none is due within 60 days, you repay it within 30 days of our request. The same applies to Commission paid on an account later found to be excluded under clause 3.4. We may hold Commission on a Referred Customer while a refund, dispute or investigation is open.

5.6 Queries and corrections. You must raise any query about a payment within 60 days of receiving its statement, after which it is final except for manifest error or fraud. We may correct an error in any payment within 12 months of making it and adjust later payments to match.

5.7 Set-off. We may set off any amount you owe us under this agreement against Commission.

6. How you promote EVE

6.1 Accurate claims. You will describe Eve SellerOps, its prices and the customer offer accurately, honestly and in your own words, using only information we have published or approved in writing. You will not make claims about results, profit, savings, Amazon approval or features that we have not published, and will not misstate the Customer Terms.

6.2 Advertising law. You will comply with all laws and codes that apply to your marketing, including the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP Code), ASA and CMA guidance, the Business Protection from Misleading Marketing Regulations 2008, the Digital Markets, Competition and Consumers Act 2024 and equivalent rules where your audience is.

6.3 Disclosure. Wherever you promote EVE, including on websites, social media, videos, newsletters and webinars, you will clearly and prominently disclose that we pay you commission (for example "Ad" or "I earn commission if you subscribe") before the reader acts.

6.4 Electronic marketing. You will send emails, texts or other electronic marketing about EVE only to people you may lawfully contact under the Privacy and Electronic Communications Regulations 2003 and data protection law, and only in your own name. You will not buy or rent contact lists to promote EVE.

6.5 Prohibited methods. You will not:

• use your own Partner Code, or have a Related Business use it;
• bid on, or use in paid search ads, social ads, domain names, app names or account handles, "EVE", "Eve SellerOps", "SellerOps" or any similar or misspelt term;
• publish your Partner Code on coupon, voucher, deal, cashback, loyalty or reward sites, or where people look for discount codes rather than advice;
• send spam, post fake reviews or testimonials, or promote EVE in breach of any platform's rules;
• offer anyone money, gifts, rebates or any other incentive to sign up, or share your Commission with them;
• present yourself as EVE or Amazon, suggest that you work or speak for us, or suggest that we endorse or sponsor you or your products;
• suggest any connection between EVE and Amazon that Amazon has not approved;
• promote EVE next to unlawful, hateful, adult or deceptive content, or in any way that could harm our reputation; or
• interfere with the Programme, our checkout or our attribution, or open accounts to earn Commission.

6.6 Brand use. We grant you a non-exclusive, non-transferable, revocable licence to use our name and logo during this agreement, only to promote EVE under it and only as we provide or approve. All goodwill belongs to us. You will stop using them, and remove them where you can, within 14 days after this agreement ends.

6.7 Telling clients about Commission. Where you advise your clients (for example as an accountant, bookkeeper, consultant or agency), you will tell them in writing, before they redeem your Partner Code, that you receive Commission from us, and you will comply with your professional and regulatory rules on commissions, inducements and conflicts of interest, including getting any client consent those rules require. You will keep records of your disclosures under clauses 6.3 and 6.7 for six years and make them available to us on reasonable request.

6.8 Anti-bribery. Each party will comply with the Bribery Act 2010 and will not offer, give, request or accept any bribe or improper payment in connection with this agreement. You will not pass any part of your Commission to a client's employee or adviser to influence that client's decision. Breach of this clause is a material breach.

6.9 Other compliance. You will comply with applicable sanctions, anti-money-laundering and anti-slavery laws, and you are responsible for anyone you engage to promote EVE as if their acts were your own.

7. Data protection and confidentiality

7.1 Separate controllers. Each party is a separate controller of the personal data it handles under this agreement and will comply with the UK GDPR and the Data Protection Act 2018. Neither party processes personal data on the other's behalf. Our privacy policy explains how we use your personal data as a partner, including the details you give us when joining and for payment.

7.2 What we share. We tell you about Referred Customers only as clause 5.1 describes. We do not share their names, email addresses, stores, selling or Amazon data, contact details of their users, or anything from inside their accounts, and you must not ask us to.

7.3 Introductions. Clients register with us themselves. You will not send us personal data about prospects unless you have a lawful basis and have given them any notice the law requires.

7.4 Confidentiality. Each party will keep confidential the other's non-public business information received under this agreement and use it only to perform this agreement. This does not apply to information that is public through no fault of the recipient, already known to it, independently developed, or required to be disclosed by law or a regulator. This clause continues for three years after this agreement ends.

7.5 Breaches. Each party will tell the other without undue delay if it becomes aware of a personal data breach affecting data shared under this agreement, and they will co-operate on any response.

8. Liability

8.1 Nothing in this agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or anything else that cannot lawfully be limited.

8.2 We do not promise any number of customers, any level of Commission, that the Programme or our tracking will be available without interruption, or that the Eve SellerOps service, its prices or features will continue unchanged. We may change or discontinue them under the Customer Terms without liability to you.

8.3 Subject to clause 8.1, neither party is liable to the other for loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.

8.4 Subject to clause 8.1, our total liability under or in connection with this agreement is limited to the greater of the Commission paid and payable to you in the 12 months before the event giving rise to the claim, and £1,000. This does not reduce our obligation to pay Commission properly due.

8.5 You will indemnify us against losses, fines, costs and reasonable legal fees arising from any third-party claim or regulatory action caused by your breach of clause 6 or 7, or by your marketing. We will tell you promptly of any such claim, let you comment before any settlement, and take reasonable steps to mitigate our loss. Clauses 8.3 and 8.4 do not limit this indemnity.

9. Term, suspension and termination

9.1 This agreement starts when you accept it and continues until ended under this clause.

9.2 You may end it at any time by emailing us. We may end it, or close the Programme, on 30 days' notice by email.

9.3 Either party may end it immediately by notice if the other commits a material breach that is not remedied within 14 days of notice (or that cannot be remedied), or becomes insolvent or enters any insolvency procedure. We may also end it immediately if you breach clause 3.4, 6.5 or 6.8, or act in a way that we reasonably consider damages our reputation. We may suspend your Partner Code and hold unpaid Commission immediately while we investigate a suspected breach.

9.4 Commission after the end. If this agreement ends other than under clause 9.3 for your breach, Commission continues to be earned on each Referred Customer whose Redemption Date was before the end date, for the rest of its Commission Period, and is paid under clause 5. If we end it under clause 9.3 for your breach, no Commission is earned after the end date, and we may withhold unpaid Commission on any account affected by the breach and recover Commission already paid on it.

9.5 When this agreement ends, your Partner Code stops working for new customers. Customers who have already redeemed it keep their offer. Clauses 4, 5, 7, 8, 9.4, 9.5 and 10 survive.

10. Changes and general

10.1 Changes to this agreement. We may update these clauses for all partners by publishing a new version on this page and giving you at least 30 days' notice by email. We may also ask you to accept the new version in the EVE application. If you object, you may end this agreement under clause 9.2 before the change takes effect; the earlier version then continues to apply to your existing Referred Customers. Schedule 1 changes under clause 4.4. Otherwise, a change is effective only if both parties agree it in writing.

10.2 Whole agreement. This agreement, with Schedule 1, is the whole agreement about the Programme and replaces any earlier arrangement about it. Neither party has relied on any statement not set out in it. The Customer Terms continue to govern your own EVE account. If Schedule 1 conflicts with these clauses, Schedule 1 prevails for the commercial terms only.

10.3 Transfer. You may not assign or subcontract this agreement without our written consent. We may transfer it to a group company or a successor to our business on notice.

10.4 Notices. Notices must be in writing and sent by email: to you at the sign-in email of the EVE account owner who accepted this agreement, as updated in your account, and to us at contact@eve-sellerops.com. An email is received on the next Business Day after it is sent.

10.5 Other terms. Neither party is liable for delay caused by events beyond its reasonable control. If any provision is unenforceable, the rest continues. A failure to enforce is not a waiver. Nobody else has rights under the Contracts (Rights of Third Parties) Act 1999. This agreement may be entered into electronically.

10.6 Law and courts. This agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Schedule 1: Standard commercial terms

These terms apply to every partner who joins in the EVE application. Your Dashboard shows the terms recorded for your partnership.