Store Partner Agreement (Store Partner Agreement) – E5 Program
1. Purpose & Relationship
1.1 This Agreement sets out the terms under which Store Partner operates and hosts online storefronts (the “Store(s)”) on approved marketplaces (each a “Marketplace”) while Project E5 supplies catalogue, fulfilment and operational support (the “Program”).
1.2 Store Partner acts as an independent contractor providing a verified local Store Partner role for approved marketplace or shop setups. Nothing here creates employment, agency, joint venture or franchise. Store Partner has no authority to bind Project E5.
2. Definitions
“Confidential Information” means non-public information about the Program, products, pricing/margins, payout information, SOPs, dashboards, software and know-how.
“Active Shop/Order” means a shop/order meeting the activity and compliance criteria set out in Annex A for the relevant month.
“Store Partner Payout Conditions” means the current written Store Partner payout conditions shown before activation or in the Store Partner workspace, incorporated by reference where applicable.
3. Store Partner Obligations
3.1 Compliance. Store Partner shall comply with all applicable laws (consumer, e-commerce, VAT/tax, advertising), Marketplace Terms, and this Agreement.
3.2 Account & Identity. Store Partner provides true KYC/AML details to the Marketplace and to Project E5. Credentials must be kept secure; account sharing or misrepresentation is prohibited. Where collaborator/manager roles exist, Store Partner shall grant limited access via official tools (not by sharing passwords).
3.3 Operations. Store Partner maintains the Store (listings, policy pages, customer messaging, returns handling) using templates/policies provided or approved by Project E5.
3.4 Prohibitions. No false claims, review manipulation, multi-account evasion, listing of unapproved products, or circumvention of Marketplace rules.
4. Project E5 Obligations
4.1 Catalogue & Assets. Project E5 provides product data, images, and approved copy; Store Partner shall not materially modify claims without approval.
4.2 Fulfilment. Where agreed, Project E5 handles pick-pack-ship and provides tracking within the service levels in Annex C.
4.3 Support. Project E5 provides onboarding, SOPs, and escalation channels for fraud, claims, or platform flags.
5. Products, Pricing & Taxes
5.1 Assortment. Store Partner lists only approved products. Project E5 may add/suspend SKUs for compliance or supply reasons.
5.2 Pricing. Store Partner may set retail prices subject to any MAP/advertised price rules communicated by Project E5 and Marketplace constraints.
5.3 Taxes. Store Partner is responsible for taxes or filings that legally apply to the Store Partner’s own participation. Project E5 will provide reasonable data to support tax compliance where needed.
6. Fees, Commissions & Payouts
6.1 Payout Components. Store Partner remuneration is defined in the Store Partner Payout Conditions and may include one or more of:
- Hosting Fee per Active Store,
- Order Commission per fulfilled order,
- Performance Bonus tiers.
Only compliant, Active shops/orders qualify; closed/suspended/flagged shops/orders are ineligible for that month.
6.2 Statements & Payment. Monthly statements are provided; payouts are calculated and administered in USD. Approved payouts are sent to the payout account or bank account provided by the Store Partner in account settings. The Store Partner 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.
6.3 Current conditions; no retroactivity. Payouts are made under the Store Partner Payout Conditions in force at the time of payout. Changes are announced at least 14 calendar days in advance and apply prospectively only; no retroactive changes.
6.4 Set-off & Clawback. Project E5 may withhold, set off, or reclaim amounts in case of errors, fraud, chargebacks, or policy breaches.
7. Data Access & Security
7.1 Access. Store Partner grants Project E5 collaborator/manager access strictly as necessary to perform the Program; Project E5 will not request passwords.
7.2 Security. Each party shall use reasonable technical/organisational measures to protect accounts and data and notify the other of suspected compromise without undue delay.
8. Confidentiality (NDA) & External Communications
8.1 Store Partner shall keep Confidential Information strictly confidential, use it solely for Program performance, and not disclose it without Project E5’s prior written consent.
8.2 External communications. Store Partner must not disclose Confidential Information or speak on behalf of Project E5 without written approval. This does not prevent Store Partner from contacting marketplaces, banks, payment providers, legal advisors, tax advisors, regulators, or authorities where necessary to protect Store Partner rights, comply with law, resolve account issues, or report suspected wrongdoing.
8.3 Internal support. Where practical, Store Partner should notify Project E5 about operational issues so Project E5 can help resolve them. This does not limit the external rights above.
8.4 Required disclosure. If disclosure of Confidential Information is legally required, Store Partner shall, to the extent lawful and practical, limit the disclosure to what is necessary.
8.5 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. Non-Circumvention & Non-Solicitation
9.1 Store Partner shall not bypass the Program to avoid fees/commissions by directly engaging suppliers or partners introduced by or through Project E5.
9.2 For 12 months after termination, Store Partner shall not actively solicit Project E5’s agents, suppliers or Store Partner network for competing services.
10. Intellectual Property
10.1 All brands, designs, training materials, templates, software and other content remain Project E5’s property.
10.2 Project E5 grants Store Partner a revocable, non-exclusive, non-transferable licence to use Program materials solely for operating the Store under this Agreement.
11. Platform Flags, Returns & Customer Claims
11.1 Flags/Suspensions. Store Partner shall immediately notify Project E5 of Marketplace warnings, flags or suspensions; the parties will cooperate to remediate.
11.2 Customer Service. Store Partner follows the standard responses and timeframes in Annex C; goodwill gestures need prior approval if they impact payouts.
11.3 Returns/Refunds. Store Partner implements the returns policy template in Annex C (customisations require Project E5 approval).
12. Term, Termination & Effects
12.1 Term: indefinite from the Effective Date.
12.2 Either party may terminate with 14 days’ notice to month-end; immediate termination for cause (fraud, material breach, repeated policy violations).
12.3 On termination:
(i) collaborator access is revoked;
(ii) all future payout entitlements cease; only amounts duly earned and due up to the effective termination date remain payable;
(iii) open orders are fulfilled per Annex C or cancelled per Marketplace rules.
13. Warranties, Liability & Indemnity
13.1 As-is. No guarantee of specific turnover, profit, rankings or approvals.
13.2 Liability. Unlimited for wilful misconduct/gross negligence; otherwise—to the extent permitted by law—limited to typical, foreseeable losses.
13.3 Indemnity. Store Partner shall indemnify and hold Project E5 harmless against third-party claims arising from Store Partner’s unlawful conduct, false statements, or Marketplace-rule breaches.
14. Data Protection
14.1 Each party complies with applicable data-protection laws (including GDPR where applicable).
14.2 Data sharing is limited to what is necessary for Program performance; details are further described in Project E5’s Privacy Notice.
15. Governing Law, Venue & Language
15.1 This Agreement and 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. This Agreement is in English; translations are for convenience only. The English version prevails.
16. Miscellaneous
16.1 Entire Agreement. This Agreement (with Annexes) is the entire understanding and supersedes prior discussions.
16.2 Amendments. Must be in writing. Payout changes follow clause 6.3 (advance notice; no retroactivity).
16.3 Assignment. Neither party may assign without consent; Project E5 may assign to affiliates or as part of corporate reorganisations.
16.4 Severability. Invalid provisions are replaced by valid ones closest to the original intent.
16.5 Force Majeure. No liability for events beyond reasonable control.