# Terms & Conditions – E5 Agent Program
Version: 1.0
Effective date: 25 September 2025
Provider: Eliot SRL, 254 Rue de Vendôme, 69003 Lyon, France · Email: [info@nb-eliot.com] ·
1. Scope & Parties
1.1 These Terms govern Agents’ participation in the E5 Agent Program (“Program”) operated by Eliot SRL (“Eliot”), and use of the website and Agent Account.
1.2 Agents may be natural or legal persons acting in a professional capacity. Consumer use is excluded.
1.3 Conflicting terms proposed by an Agent apply only if agreed in writing by Eliot.
2. Registration, Verification & Activation
2.1 An Agent Account is required; information must be true and complete.
2.2 Eliot may require KYC/AML, address and bank verification.
2.3 Activation occurs only after (a) clickwrap acceptance of these Terms, (b) successful verification, and (c) internal approval. No right to activation exists.
3. Account Security & Use
3.1 Keep credentials confidential; account sharing is prohibited.
3.2 The Agent is responsible for all activities under the account and shall notify Eliot without undue delay of suspected misuse.
3.3 Eliot may temporarily suspend accounts for security/compliance reviews.
4. Role, Duties & Prohibitions
4.1 The Agent acts as an independent contractor (not employee/representative of Eliot) and has no authority to bind Eliot.
4.2 Core duty: source and onboard Store Launch Hosts (SLH) per Eliot’s guidelines/checklists (Annex B).
4.3 The Agent must comply with applicable law, marketplace terms, advertising/anti-spam rules, and data-protection laws.
4.4 Prohibited conduct includes: false statements, deception, multi-accounting, KYC evasion, circumvention of the Program structure, and incentivising prohibited practices.
5. Fees, Commissions & Payouts
5.1 Components and thresholds are defined in the current Payout Table (Annex A). Only compliant, Active shops/SLH are eligible. Closed/suspended/flagged shops are ineligible for the affected month.
5.2 Billing: monthly. Payouts: [Wise/SEPA/SWIFT] in USD to the bank details on file; external provider fees and FX rates apply.
5.3 Current table; no retroactivity: Payouts are made under the Payout Table in force at the time of payout. Changes are announced at least 14 calendar days in advance and apply prospectively only; no retroactive changes.
5.4 Review & clawback: If violations or errors are identified after approval, Eliot may withhold, offset, or reclaim amounts.
5.5 Taxes and social charges are the Agent’s sole responsibility; Eliot owes no minimum wages, social security, or expenses.
6. Definitions & Statements
6.1 “Active”: For the relevant month, a shop/SLH meets Annex A criteria (e.g., live status, no flags/suspensions, required linkages/validations, and any stated minimums).
6.2 “Portfolio threshold”: The count of Active shops in a month; only these count for any volume-based shares.
6.3 Eliot provides monthly statements; factual objections must be submitted in writing within 7 calendar days of publication.
7. Quality Control, Strikes & Sanctions
7.1 Policy breaches may result in Strikes. Three (3) active Strikes entitle Eliot to suspend or terminate the account. Strikes expire after 90 days.
7.2 Eliot may temporarily suspend participation where misuse, legal/platform breaches, or operational risk is suspected.
8. Confidentiality (NDA) & External Communications
8.1 Confidential Information: All non-public information about the Program (processes, partners, pricing/margins, payout tables, data/dashboards, documents, software, know-how).
8.2 The Agent shall keep all Confidential Information strictly confidential, use it solely for Program performance, and not disclose it to any third party without Eliot’s prior written consent.
8.3 No external contacts about the Program: The Agent shall not—on its own behalf or for third parties—initiate or engage in communications, reports, complaints, publicity, or negotiations with marketplace operators (e.g., Etsy), competitors, media, influencers, payment/logistics providers, or other third parties about the Program, model, rules, or compensation—except to the extent strictly necessary to open and operate shops in accordance with Annex B.
8.4 Internal resolution first: Before raising any Program-related complaint with a third party, the Agent must notify Eliot in writing and allow 10 business days for response/cure.
8.5 Legal carve-out: Nothing prevents lawful reporting to competent authorities where protected by law. If disclosure is legally required, the Agent shall (to the extent lawful) give prompt written notice to Eliot and limit the disclosure to what is legally required.
8.6 Remedies: Breach may cause irreparable harm; Eliot may seek injunctive relief and liquidated damages of [EUR • per breach] (or actual damages if higher), plus reasonable legal fees/costs. Courts may adjust liquidated damages where mandatory law requires.
9. Intellectual Property
9.1 All brands, designs, training materials, templates, software and other content remain Eliot’s property.
9.2 The Agent receives a revocable, non-exclusive, non-transferable licence solely to perform Program duties.
10. Non-Circumvention & Non-Solicitation
10.1 Non-circumvention: The Agent shall not bypass the Program to avoid commissions/revenue share by directly engaging SLH, suppliers, or partners introduced by or through Eliot.
10.2 Non-solicitation: For 12 months after termination, the Agent shall not actively solicit SLH, employees, or suppliers of Eliot for competing services.
11. Term, Termination & Effects
11.1 Indefinite term from account activation.
11.2 Ordinary termination: either party may terminate with 14 days’ notice to month-end.
11.3 Extraordinary termination: immediate for cause (e.g., fraud, material breach, 3 active Strikes).
11.4 Effects: Upon termination, all future compensation entitlements cease; only amounts duly earned and due up to the effective termination date remain payable.
12. Service Changes & Updates to these Terms
12.1 Eliot may change the Program or these Terms with effect for the future. Material changes will be announced in advance (email/portal).
12.2 If the Agent does not object within 14 calendar days or continues to use the service, the changes are deemed accepted.
12.3 No retroactive effect on payouts; clause 5.3 prevails.
13. Warranties, Liability & Indemnity
13.1 Service is provided “as is”; no guarantees of turnover, profit, or specific outcomes.
13.2 Eliot’s liability is unlimited for wilful misconduct and gross negligence; otherwise—to the extent permitted by law—limited to typical, foreseeable damages.
13.3 The Agent shall indemnify and hold Eliot harmless from third-party claims arising from the Agent’s unlawful conduct, false statements, or marketplace-rule violations.
14. Data Protection
14.1 Each party must comply with applicable data-protection law (including GDPR where applicable).
14.2 Further details are provided in Eliot’s Privacy Notice on the website.
15. Governing Law, Venue & Language
15.1 These Terms and any non-contractual obligations are governed by French law (excluding conflict-of-laws rules).
15.2 Exclusive venue is Lyon, France, where legally permissible.
15.3 Language: These Terms are in English; translations are for convenience only. The English version controls.
16. Miscellaneous
16.1 Severability: If a provision is invalid, the remainder remains effective; the invalid part is replaced by a valid provision closest to the original intent.
16.2 Assignment: Rights/obligations may not be assigned without consent; Eliot may assign to affiliates or as part of corporate reorganisations.
16.3 Set-off: Only with undisputed or finally adjudicated claims.
16.4 Force majeure: No liability for events beyond a party’s reasonable control.
16.5 Entire agreement & priority: These Terms (with Annexes) form the entire agreement for Program participation. In case of conflict, these Terms prevail; for payout parameters, the **current Payout Table