Seller Referral Agreement - Terms & Conditions

This agreement is between:

(1) VISOR COMMERCE LIMITED incorporated and registered in England and Wales with company number 09108414 whose registered office is at 12-14 Dean Park Crescent, Bournemouth BH1 1HL, United Kingdom (OnBuy);

(2) The Party that has accepts completes its details and ticks the box on the Partner sign up page (Partner)


(A) OnBuy operates an online marketplace on the OnBuy Website.

(B) The Parties propose that the Partner should undertake the Partner Activities with the aim of increasing the internet traffic to (and the transactions conducted via) the OnBuy Website in return for OnBuy paying the Partner a commission in respect of the transactions thereby generated, on the terms of this Agreement.

(C) The Partner may not be an employee of OnBuy or a family member of any OnBuy employee.

1 Interpretation

1.1 The following definitions and rules of interpretation apply in this Agreement.

Business Day
a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
a person making a purchase via the OnBuy Website
Commencement Date
the date of this Agreement.
has the meaning given to it in clause 3 and further particularised in Schedule 1.
Initial Period
the period stated in Schedule 1.
Ineligible Persons
Employees of OnBuy. Also includes family and friends of OnBuy employees.

the introduction of a Seller to the OnBuy Website which shall require both of the following stages to be completed within the time periods stated:

(i) Seller is directed to the OnBuy Website by the Partner and submits a seller interest notification to OnBuy within 45 days of being so directed (this will be detected by OnBuy's EXTA tracking system) UNLESS the EXTA tracking system detects that, between the date on which the Seller was directed to the OnBuy Website by the Partner and the date on which the Seller submitted a seller interest form, the Seller was directed to the OnBuy Website by a third party; and

(ii) the Seller submits a completed seller registration form to OnBuy within 12 months of the date on which the seller interest notification referred to in (i) above was submitted

(and "Introduce" shall be construed accordingly).

Mandatory Polices
OnBuy's Website Terms of Use and procedures as notified by OnBuy to the Partner from time to time.
the net merchandise value to OnBuy (in pounds sterling) generated by a Seller from a Referred Transaction.
OnBuy Affiliate Programm
A system supplied by OnBuy by which the Partner can track and monitor the volume of Referred Transactions.
OnBuy Website
the website detailed in Schedule 1.
Partner Activities
the activities to be undertaken by the Partner to promote the OnBuy Website as described in Schedule 1
Referred Transaction
any Transaction which takes place within 12 (twelve) months of the date of the Introduction, but not including any Transaction which, at OnBuy’s sole determination, is connected to fraudulent activity by the Seller
Refunded Transaction
a Referred Transaction which is for any reason subsequently refunded by the Seller or OnBuy or charged back by a card scheme.
a person making a sale via the OnBuy Website.
transaction made between a Buyer and Seller via the OnBuy Website.

1.2 Person. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

1.3 Schedules. The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

1.4 Amendments to statutes. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.5 Subordinate legislation. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.6 Writing. A reference to writing or written includes email (provided that the email is supported by a valid server delivery receipt).

1.7 Including. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.8 Clauses and schedules. References to clauses and Schedules are to the clauses and Schedules of this Agreement.

1.9 Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11pm on 31 January 2020.

1.10 1.10 Wherever any words are used herein in the masculine, feminine or neuter gender, they shall be construed as though they were also used in another gender in all cases where they would so apply.

2 Appointment

2.1 Appointment. OnBuy appoints the Partner to undertake the Partner Activities (defined in Schedule 1) on the terms of this Agreement including the special terms (if any) set out in schedule 1. in the event of a conflict between the body of this agreement and any such special terms, the body of this agreement shall prevail.

2.2 Duties of Partner.

Good Faith. The Partner shall not allow its other interests to conflict with its duties under this Agreement. The Partner must not be an employee or a family member of any OnBuy employee;

Compliance with instructions. The Partner shall comply with all reasonable and lawful instructions of OnBuy.

2.3 Limited scope of authority.

No authority to bind. The Partner shall have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind OnBuy in any way, and shall not do any act which might reasonably create the impression that the Partner is so authorised.

No authority to contract or negotiate. The Partner shall not make or enter into any contracts or commitments or incur any liability for or on behalf of OnBuy.

2.4 Obligation to disclose. The Partner shall use reasonable endeavours to disclose to its customers that it is promoting the OnBuy Website

2.5 Marketing material. The Partner shall not produce any marketing material for OnBuy's services or use OnBuy's name, logo or trade marks on any marketing material for the Services without the prior written consent of OnBuy (not to be unreasonably withheld or delayed).

2.6 Limits on representations. The Partner shall not, without OnBuy's prior written consent, make or give any representations, warranties or other promises concerning the OnBuy Website which are not contained in OnBuy's marketing material.

3 Commission and Payment

3.1 Commission entitlement. The Partner shall be entitled to Commission on Referred Transactions during the Initial Period of this Agreement.

3.2 Commission rate. The amount of Commission payable shall be a percentage of the NMV as detailed in Schedule 1.

3.3 Refunds. The Partner shall not be entitled to Commission on Refunded Transaction. In the event of a Refunded Transaction, any Commission already credited to the Partner's account with OnBuy shall be adjusted and may mean that future Commission payments are trued down.

3.4 Duty on OnBuy to disclose Commission data. OnBuy shall provide the Partner with access to the OnBuy Affiliate Programme and monthly statements itemising, for the period to which the statement relates:

3.4.1 details of all Referred Transactions and the NMV generated from them, together with the Commission to which the Partner is entitled; and

3.4.2 details of all Refunded Transactions and the NMV associated with them, together with the amount of Commission repayable to OnBuy.

3.5 Invoicing of Commission. Subject to clause 3.2, the Partner shall invoice OnBuy for the Commission payable in accordance with OnBuy's statement submitted pursuant to clause 3.2, together with any applicable VAT and OnBuy shall pay valid invoices within 30 days of date of receipt of invoice to a valid UK bank account in the name of the Partner only.

3.6 Negative balance: If, as a result of the value of Refunded Transactions during the period to which OnBuy’s statement relates, there is a negative balance (i.e. the amount of Commission repayable by the Partner to OnBuy exceeds the amount of Commission payable by OnBuy to the Partner), OnBuy shall invoice the Partner for such balance, together with any applicable VAT and the Partner shall pay the invoice within 30 days of date of receipt of invoice.

3.7 Currency of Commission. Commission shall be payable to the Partner pounds sterling.

3.8 Taxes. All sums payable under this Agreement:

3.8.1 are exclusive of value added tax (when applicable) or other applicable sales tax, which shall be added to the sum in question;

3.8.2 the Partner shall have responsibility for all applicable tax liabilities relating to Commission invoiced; and

3.8.3 shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payer is required by law to deduct withholding tax from sums payable to the payee. If the payer is required by law to deduct withholding tax, then the payer and the payee shall co-operate in all respects and take all reasonable steps necessary to:

a) lawfully avoid making any such deductions; or

b) enable the payee to obtain a tax credit in respect of the amount withheld.

3.9 Interest on late payments. If either Party fails to make any payment due to the other Party under this Agreement by the due date for payment, The defaulting Party shall pay interest on the overdue amount at the Bank of England’s base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting Party shall pay the interest together with the overdue amount.

3.10 Accounts and records. OnBuy shall keep separate accounts and records giving correct and adequate details of all Referred Transactions, all payments received under them and all deductions made in the calculation of NMV. OnBuy shall permit the duly appointed representatives of the Partner at all reasonable times, but no more than once in any 12-month period, to inspect all such accounts and records and to take copies of them. All costs involved in such an inspection shall be borne by the Partner.

3.11 Disputes about Commission. If any dispute arises as to the amount of Commission payable by OnBuy to the Partner, the Parties shall seek to resolve the dispute by exchanging information and entering into good faith discussions.

3.12 Continuing obligation to pay Commission. Termination of this Agreement, howsoever arising, shall not affect the continuation in force of this clause 3 and OnBuy's obligation to pay Commission to the Partner in accordance with it. This means that Referred Transactions made before the expiry or early termination of this Agreement shall continue to require OnBuy to pay Commission to the Partner, but always subject to the cap of 12-months from the date of Introduction. For the avoidance of doubt, OnBuy shall have no obligation to pay Commission on referrals made after expiry or after early termination of this Agreement.

4 Obligations of OnBuy

4.1 Good faith. OnBuy must at all material times act in good faith towards the Partner.

4.2 Provision of information. OnBuy shall provide the Partner at all material times with the information the Partner reasonably requires to perform its duties, including marketing information about OnBuy and the OnBuy Website.

4.3 Corrections to OnBuy’s EXTA tracking system: If the Partner raises a query concerning the apparent failure by OnBuy’s EXTA tracking system to detect a Seller’s registration on the OnBuy Website and allocate it as being Introduced by the Partner, OnBuy shall investigate and may, at its sole discretion, allocate the Seller as being Introduced by the Partner. OnBuy may require the Partner to provide proof of communication between the Seller and the Partner.

4.4 Notices of suspension or cessation of Services. OnBuy shall inform the Partner immediately if OnBuy suspends the operation of the OnBuy Website.

4.5 OnBuy support. OnBuy shall provide such other support (for example content and subscription offers) as may be detailed in Schedule 1.

5 Confidentiality

5.1 Obligations of confidentiality. Each Party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party or of any member of the group of companies to which the other Party belongs, except as permitted by clause 5.2.

5.2 Confidentiality exceptions. Each Party may disclose the other Party's confidential information:

5.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party's obligations under this Agreement. Each Party shall procure that its employees, officers, representatives or advisers to whom it discloses the other Party's confidential information comply with this clause 5; and

5.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

5.3 Limited use of confidential information. Neither Party shall use the other Party's confidential information for any purpose other than to perform its obligations under this Agreement.

5.4 Return of documents and records. All documents and other records (in whatever form) containing confidential information supplied to or acquired by the Partner from OnBuy shall be returned promptly to OnBuy on termination of this Agreement, and no copies shall be kept, whether digitally or otherwise.

6 Compliance

6.1 Compliance. Each Party shall at its own expense comply with all laws and regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

6.2 Mandatory Polices. The Partner shall comply with OnBuy’s Website Terms of Use as may updated them from time to time.

6.3 OnBuy Employees and family: Persons that are employees of OnBuy are ineligible from becoming Partners. Friends and family members of OnBuy employees are also ineligible from becoming Partners. OnBuy reserves the right to refuse to pay Commission to Ineligible Persons.

7 Anti-bribery

7.1 Definitions. For the purpose of this clause, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.

7.2 Anti-bribery compliance by Partner:

Compliance with Bribery Act 2010. The Partner shall comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption (Relevant Requirements), including the Bribery Act 2010 (BA 2010).

Conduct outside the UK. The Partner shall not engage in any activity, practice or conduct outside the UK which would constitute an offence under sections 1, 2 or 6 of the BA 2010 if such activity, practice or conduct had been carried out inside the UK.

Compliance with OnBuy’s policies. The Partner shall comply with OnBuy's ethics and anti-bribery policies as notified by OnBuy to the Partner from time to time (Relevant Policies);

Partner's policies and procedures. The Partner shall have and shall maintain in place throughout the duration of this Agreement its own policies and procedures, including adequate procedures under the BA 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and clause 0 and will enforce them where appropriate.

Reporting obligation. The Partner shall promptly report to OnBuy any request or demand for any undue financial or other advantage of any kind received by the Partner in connection with the performance of this Agreement.

Foreign public officials. The Partner shall immediately notify OnBuy in writing if a foreign public official becomes an officer or employee of the Partner or acquires a (direct or indirect) interest in the Partner, and the Partner warrants that it has no foreign public officials as (direct or indirect) owners, officers or employees at the date of this Agreement.

Evidence of compliance. The Partner shall certify its compliance with this clause and provide such supporting evidence of compliance as OnBuy may reasonably request.

8 Data Protection

8.1 Definitions.

Agreed Purposes: Personal data will be held by the Parties for the purpose of making Introductions and paying Commission.

Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.

Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the UK General Data Protection Regulation and any other relevant English data protection law that may be applicable.

Permitted Recipients: The Parties to this Agreement, the employees of each Party, any third parties engaged to perform obligations in connection with this Agreement.

Shared Personal Data: The personal data to be shared between the Parties under this Agreement. Shared Personal Data shall be confined to the following categories of information relevant to Sellers:

(a) information about IT systems used including type of web browser, operating system and any other details which can be obtained via Java Script;

(b) IP address;

(c) email address (although in many cases a unique identifier will be used rather than the email address itself);

(d) name/company name and Seller ID;

(e) URLs visited;

(f) tracking parameters; and

(g) transaction details (order details, details of products sold/product IDs, amounts paid and currency of payments, refund information, etc).

8.2 Shared Personal Data. The provisions which follow set out the framework for the sharing of personal data between the Parties as data controllers. Each Party acknowledges that one Party (Data Discloser) will regularly disclose to the other Party (Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each Party shall:

8.2.1 ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;

8.2.2 give full information to any data subject whose personal data may be processed under this Agreement of the nature such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assigns;

8.2.3 process the Shared Personal Data only for the Agreed Purposes;

8.2.4 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

8.2.5 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this Agreement;

8.2.6 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other Party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

8.2.7 not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:

a) complies with the provisions of Article 26 of the UK GDPR (in the event the transferee is a joint controller); and

b) ensures that

(i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 UK GDPR;

(ii) there are appropriate safeguards in place pursuant to Article 46 UK GDPR; or;

(iii) one of the derogations for specific situations in Article 49 UK GDPR applies to the transfer.

8.3 Compliance. Each Party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other Party, give grounds to the other Party to terminate this Agreement with immediate effect.

8.4 Mutual assistance. Each Party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each Party shall:

8.4.1 consult with the other Party about any notices given to data subjects in relation to the Shared Personal Data;

8.4.2 promptly inform the other Party about the receipt of any data subject access request;

8.4.3 provide the other Party with reasonable assistance in complying with any data subject access request;

8.4.4 not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other Party wherever possible;

8.4.5 assist the other Party, at the cost of the other Party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;

8.4.6 notify the other Party without undue delay on becoming aware of any breach of the Data Protection Legislation;

8.4.7 at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Agreement unless required by law to store the personal data;

8.4.8 use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

8.4.9 maintain complete and accurate records and information to demonstrate its compliance with this clause 8; and

8.4.10 provide the other Party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the Parties' compliance with the Data Protection Legislation.

8.5 Indemnity. The Partner shall indemnify and hold OnBuy harmless against all claims and proceedings and all liability, loss, costs and expenses incurred as a result of the Partner’s acts or omissions that result in any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach of the Data Protection Legislation by the Partner, its employees or agents, provided that OnBuy gives to the Partner prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.

9 Limitation of Liability

9.1 Unlimited liability. Nothing in this Agreement shall limit or exclude the liability of either Party for:

9.1.1 Death or personal injury. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable).

9.1.2 Fraud. Fraud or fraudulent misrepresentation or wilful default.

9.1.3 Unlawful liability restrictions. Any matter in respect of which it would be unlawful to exclude or restrict liability.

9.1.4 Data protection. The liability under the indemnity in clause 8.5.

9.2 mitations of liability. Subject to clause 9.1 above, neither Party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

9.2.1 any loss of profit, sales, revenue, or business;

9.2.2 loss of anticipated savings;

9.2.3 loss of or damage to goodwill;

9.2.4 loss of agreements or contracts;

9.2.5 loss of use or corruption of software, data or information;

9.2.6any loss arising out of the lawful termination of this Agreement or any decision not to renew its term, or

9.2.7any loss that is an indirect or secondary consequence of any act or omission of the Party in question.

9.3 Total cap. The total liability of either Party to the other in respect of all other loss or damage arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £2,500 (two thousand, five hundred pounds sterling) per year of this Agreement.

10 Commencement and Duration

Subject to clause 11, this Agreement shall commence on the Commencement Date and shall continue for the Initial Period subject to clause 11.

11 Termination

11.1 Either Party may terminate this Agreement for convenience at any time.

11.2 Termination must be communicated in writing to the postal or email address of the receiving Party. Termination shall be effective on the following day of the date the notice of termination.

12 Consequences of Termination

12.1 Clauses to remain in force on termination. On termination of this Agreement, those clauses which, expressly or by implication, are intended to survive termination shall continue in full force and effect.

12.2 Accrued rights. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination

13 No Partnership or Agency

13.1 No partnership or agency between the Parties. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute either Party the agent of the other Party, or authorise either Party to make or enter into any commitments for or on behalf of any other Party.

13.2 No agency on behalf of third party. . Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

13.A No Employment

13A.1 The Partner has complete autonomy to select his own hours, to determine how he sources parties to refer pursuant to this Agreement.

13A.2 The Partner may work any hours of his choice and has no obligation to make referrals.

13A.3 The Partner may perform the Partner Activities himself or subject to Clause 16, instruct a third party to deliver the Partner Activities on his behalf. However, this agreement shall remain between OnBuy and the Partner and the Commission shall only be paid to the Partner.

13A.4 The Partner is free to perform the Partner Activities or similar for any other business without restriction..

13A.4 The Partner shall use his own equipment to perform the Partner Activities.

14 Entire Agreement

14.1 Entire agreement. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

14.2 No reliance on matters outside agreement. Each Party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

14.3 Misrepresentation and misstatement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

14.4 Fraud. Nothing in this clause shall limit or exclude any liability for fraud.

15 Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

16 Assignment and Other Dealings

16.1 This Agreement is personal to the Parties and neither Party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

17 No Automatic Waiver

17.1 No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

17.2 No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18 Severance

18.1 Deemed modification or deletion. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

18.2 Obligation to negotiate compliance amendments. If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

19 Notices

19.1 Form of notices. Any notice or other communication given to a Party under or in connection with this Agreement shall be in writing, addressed to that Party at its registered office or such other address as that Party may have specified to the other Party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, or by commercial courier, or email.

19.2 Deemed receipt of notices. A notice or other communication shall be deemed to have been received:

19.2.1 if delivered personally, when left at the address referred to in clause 19.1;

19.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;

19.2.3 if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; and

19.2.4 or, if sent by email, on the same Business Day as its transmission.

19.3 Exclusions from notice provisions. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

20 Third Party Rights

20.1 No one other than the Parties to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

21 Governing Law

21.1 Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

22 Jurisdiction

Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).


Commercial Terms

Term Definition
Initial Period: 12 Months
OnBuy Website:

the website at the URL(s) listed below at which

Partner Activities:

Partner to setup referrals via linking to OnBuy’s seller sign up page.

Partner to perform a strategic marketing campaign including email blast to Partner database to drive Sellers to join OnBuy.

Commission Rate: 1% of NMV*


£100 sale, refunded, £0 to be invoiced by Partner

£100 sale in a 7% category (see OnBuy’s sales fee categories Our Fees (, £7.00 to OnBuy, £1.00 to Partner (Partner receives 14.3% of OnBuy’s commission).

£100 sale in 13.5% category (see OnBuy’s sales fee categories Our Fees (, £13.50 to OnBuy, £1.00 to Partner = 7.4% of OnBuy’s commission

For the avoidance of doubt, Commission is only paid on Referred Transactions. A Referred Transaction is any Transaction which takes place within 12 (twelve) months of the date of the Introduction, but not including any Transaction which, at OnBuy’s sole determination, is connected to fraudulent activity by the Seller.

Last Modified: 20th September 2023

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