# Terms & Conditions – E5 Agent Program
Version: 1.1
Effective date: 26 September 2025
Provider: Eliot lite SARL, 254 Rue de Vendôme, 69003 Lyon, France · Email: [hello@project-e5.com] ·
1. Scope & Parties
1.1 These Terms govern Agents’ participation in the E5 Agent Program (“Program”) operated by Eliot lite SARL (“Project E5”), 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 Project E5.
2. Registration, Verification & Activation
2.1 An Agent Account is required; information must be true and complete.
2.2 Project E5 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 Project E5 without undue delay of suspected misuse.
3.3 Project E5 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 Project E5) and has no authority to bind Project E5.
4.2 Core duty: source and onboard Store Partners per Project E5’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 and Store Partners are eligible. Closed/suspended/flagged shops are ineligible for the affected month.
5.2 Billing: monthly. Payouts: Payouts are calculated and administered in USD. Approved payouts are sent to the payout account or bank account provided by the Agent in account settings. The Agent is responsible for keeping payout information accurate and up to date. External bank fees, payout provider fees, intermediary bank fees, and currency conversion costs may apply and may reduce the amount received.
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, Project E5 may withhold, offset, or reclaim amounts.
5.5 Taxes and social charges are the Agent’s sole responsibility; Project E5 owes no minimum wages, social security, or expenses.
6. Definitions & Statements
6.1 “Active”: For the relevant month, a shop or Store Partner record 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 Project E5 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 Project E5 to suspend or terminate the account. Strikes expire after 90 days.
7.2 Project E5 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 Project E5’s prior written consent.
8.3 External communications. The Agent must not disclose Confidential Information or speak on behalf of Project E5 without written approval. This does not prevent the Agent from contacting marketplaces, banks, payment providers, legal advisors, tax advisors, regulators, or authorities where necessary to protect the Agent's rights, comply with law, resolve account issues, or report suspected wrongdoing.
8.4 Internal support. Where practical, the Agent should notify Project E5 about operational issues so Project E5 can help resolve them. This does not limit the external rights above.
8.5 Required disclosure. If disclosure of Confidential Information is legally required, the Agent shall, to the extent lawful and practical, limit the disclosure to what is necessary.
8.6 Remedies: Breach may cause irreparable harm; Project E5 may seek injunctive relief and recover actual damages, reasonable legal fees, and costs where permitted by law.
9. Intellectual Property
9.1 All brands, designs, training materials, templates, software and other content remain Project E5’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 Store Partner, suppliers, or partners introduced by or through Project E5.
10.2 Non-solicitation: For 12 months after termination, the Agent shall not actively solicit Store Partner, employees, or suppliers of Project E5 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 Project E5 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 Project E5’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 Project E5 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 Project E5’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; Project E5 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