Partner Agreement

SDS PARTNER AGREEMENT SDS Europe Ltd | Partner Terms & Conditions This Partner Agreement ("Agreement") is between SDS Europe Ltd, a company registered in England and Wales, trading as SDS ("SDS", "we", "us"), and the business accepting these terms electronically ("Partner", "you", "your"). Together, they are referred to as the "Parties". 1. PURPOSE OF THE AGREEMENT 1.1 SDS operates an online platform connecting customers wishing to sell used products with independent businesses interested in purchasing them. 1.2 Partners can receive enquiries, submit purchase offers, manage inspections and track transactions through the platform. 1.3 SDS provides customer introduction and software services only. All purchases take place directly between the Partner and the customer. 2. PARTNER OFFERS & TRANSACTIONS 2.1 Partners independently determine which products they wish to purchase and the prices they offer. 2.2 All offers submitted through SDS are made by the Partner directly to the customer. SDS does not determine, guarantee or assume responsibility for those offers. 2.3 Once a customer accepts an offer, the proposed purchase is handed over to the Partner for fulfilment, subject to the agreed inspection process. 2.4 Partners are responsible for inspecting products promptly, honouring genuine offers, explaining justified price revisions, obtaining customer acceptance of revised offers, paying customers and arranging returns where required. 2.5 Offers may only be revised for legitimate discrepancies, including undisclosed damage, faults, missing accessories or incorrect product descriptions. Arbitrary or misleading reductions are prohibited. 2.6 The Partner is responsible for fulfilling its purchase agreement with the customer. SDS is not a party to that agreement. 3. CUSTOMER SERVICE & DISPUTES 3.1 Partners are responsible for customer communications, complaints and disputes arising from their purchase transactions, including valuations, inspections, payments, returns and item condition. 3.2 SDS may assist with communications or dispute resolution but is not responsible for fulfilling the Partner's contractual obligations or reimbursing losses caused by the Partner. 3.3 Partners agree to cooperate reasonably with SDS regarding customer complaints, fraud concerns and transaction investigations. 4. SHIPPING, PRODUCT HANDLING & RISK 4.1 SDS may facilitate shipping through third-party delivery providers. 4.2 Where shipping is arranged or authorised by the Partner, including where SDS provides a label on the Partner's behalf, the Partner is responsible for handling delivery issues, carrier claims and the resolution of lost, delayed or damaged parcels. 4.3 Partners are responsible for the care, security and safekeeping of products in their possession, including arranging required returns. 4.4 SDS is not a carrier or insurer and does not ordinarily take possession or ownership of products. Shipping remains subject to applicable carrier terms. 4.5 Nothing in this section excludes liability for SDS's own wrongful conduct or any liability that cannot lawfully be excluded. 5. COMMISSION & PAYMENT TERMS 5.1 Commission Rate. SDS charges 10% of the final agreed purchase price, plus applicable VAT, for transactions facilitated through the platform. For example, a £100 purchase results in £10 commission plus £2 VAT, totalling £12 payable to SDS. 5.2 When Commission Becomes Payable. Commission becomes due only when a transaction reaches "Needs Paying" status. This occurs when: The customer has accepted the Partner's initial offer. The Partner has received and inspected the product. The Partner confirms the original price, or the customer accepts a revised price following inspection. At this point, the final purchase price is agreed and commission becomes payable, regardless of whether the Partner has subsequently paid the customer. No commission is charged merely for receiving an enquiry, submitting an offer, receiving an item or proposing a revised price which has not been accepted. 5.3 Payment Authorisation. By electronically accepting this Agreement and linking a valid payment card, the Partner expressly authorises SDS and its appointed payment provider to automatically charge the registered card for the applicable 10% commission plus VAT for commission recorded when transactions reach "Needs Paying" status. Charges are made on the 1st and 15th of each month for commission recorded since the previous charge. 5.4 VAT Invoices. SDS will email an itemised VAT invoice for each commission charge. Invoices will also be available to view and download through the Partner's SDS account. 5.5 Cancelled Transactions. If a transaction genuinely fails after reaching "Needs Paying" and the customer has not been paid, the Partner may request a commission refund or credit, subject to reasonable verification. Commission remains payable for completed purchases or transactions deliberately misreported to avoid fees. 5.6 Failed Payments. SDS may retry unsuccessful commission charges and temporarily restrict access to new transactions until outstanding amounts are settled. Existing accepted customer transactions must still be fulfilled. 6. FAIR USE & PLATFORM CONDUCT 6.1 Partners must act honestly and professionally, provide accurate business information, submit genuine offers, maintain accurate transaction records and comply with applicable laws. 6.2 Partners must maintain appropriate business insurance and protect customer information. 6.3 Partners must not deliberately bypass SDS to avoid commission, including by concealing completed transactions, recording false outcomes or encouraging customers to transact separately. 6.4 SDS may suspend or terminate access for fraud, serious misconduct, deliberate commission avoidance, repeated unpaid fees or material breaches of this Agreement. 7. SDS SERVICES & RESPONSIBILITIES 7.1 SDS provides the platform, customer introductions and transaction management tools, which may include offer management, inspection tracking, shipping information, payment status records and commission invoices. 7.2 SDS will exercise reasonable care and skill in providing its services but does not guarantee customer volumes, completed transactions, accepted offers, the accuracy of customer-submitted information or uninterrupted platform availability. 7.3 SDS may display the Partner's business name, logo and relevant business information for the purpose of operating and promoting the platform. 7.4 SDS does not purchase, sell, own or insure the goods involved in Partner transactions and does not provide customer purchase payments. 8. PRIVACY, CONFIDENTIALITY & INTELLECTUAL PROPERTY 8.1 Both Parties must comply with applicable data protection legislation, including UK GDPR, and use customer information only for legitimate, legally permitted purposes. 8.2 Both Parties must protect confidential business and commercial information obtained through their relationship. 8.3 SDS retains ownership of its platform, software and branding. Partners retain ownership of their business names, logos and materials and grant SDS permission to use them for operating and promoting the platform during the partnership. 9. LIABILITY & RESPONSIBILITY 9.1 Each Party remains responsible for its own acts, omissions, legal obligations and breaches of this Agreement. 9.2 The Partner is responsible for purchasing decisions, offers, inspections, payments, fulfilment and customer purchase disputes. 9.3 SDS is not responsible for losses arising principally from Partner purchasing decisions, inaccurate customer information, Partner misconduct or third-party shipping services, except to the extent caused by SDS or where liability cannot lawfully be excluded. 9.4 The Partner agrees to indemnify SDS against reasonable third-party claims, losses and costs arising from the Partner's breach, negligence, unlawful conduct or failure to fulfil customer purchase obligations, except to the extent caused by SDS. 9.5 To the extent permitted by law, SDS excludes liability for indirect or consequential commercial losses, including lost profits or revenue. 9.6 Subject to applicable law, SDS's total aggregate liability to the Partner in any 12-month period is limited to the greater of £1,000 or the commission paid or payable by that Partner during the preceding 12 months. 9.7 Nothing excludes or restricts liability for fraud, death or personal injury caused by negligence, or any liability that cannot legally be excluded. 10. CHANGES TO THIS AGREEMENT 10.1 SDS will provide at least 30 days' notice of commission changes and ordinarily of material amendments to this Agreement, except where earlier changes are reasonably necessary for legal, regulatory, security or urgent operational reasons. 10.2 Changes may be communicated by email or through the Partner's account. 10.3 Pricing changes apply to new transactions initiated after their effective date unless otherwise agreed. Partners who do not accept revised pricing may terminate their participation before the change takes effect. 11. TERMINATION 11.1 Either Party may terminate this Agreement with 30 days' written notice. 11.2 SDS may suspend or terminate access sooner for fraud, unlawful conduct, deliberate commission avoidance, serious or repeated customer complaints, unpaid commission, misuse of customer information or material breach. 11.3 Termination does not remove obligations relating to existing customer transactions, unpaid commission or unresolved disputes. Partners must complete or appropriately resolve outstanding accepted transactions. 12. GENERAL PROVISIONS 12.1 Governing Law. This Agreement is governed by the laws of England and Wales, whose courts have exclusive jurisdiction over disputes arising under it. 12.2 Independent Businesses. Both Parties operate independently. This Agreement does not create a legal partnership, joint venture, employment relationship or agency. 12.3 Entire Agreement. This Agreement, together with any expressly incorporated policies, constitutes the entire agreement regarding participation in the SDS platform. 12.4 Severability. If any provision is found invalid or unenforceable, the remaining provisions continue in effect. 12.5 Notices. Formal notices may be sent electronically to the registered business email addresses of the Parties. 13. ELECTRONIC ACCEPTANCE 13.1 This Agreement is accepted electronically through the SDS platform. No physical or handwritten signature is required. 13.2 By selecting "I Agree to the SDS Partner Agreement", the individual accepting confirms that: They have read and understood this Agreement. They are authorised to accept it on behalf of their business. Their business agrees to the obligations and responsibilities described above. They understand the commission structure and, by linking a payment card, authorise automatic commission charges in accordance with Section 5. 13.3 Electronic acceptance creates a binding agreement between SDS and the Partner. SDS may retain an electronic record of acceptance, including the business account, date, time and version of the Agreement accepted. SDS Europe Ltd