Vendor Agreement - Bittenpay

Last Updated: [15.09.2025]

1. COMPANY INFORMATION

Company Name: DIGIFABRICA LTD
Company Number: 15390190
Registered Office: 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ
Email: info@bittenpay.com
Director: Ümit Sönmez

2. AGREEMENT OVERVIEW

This Vendor Agreement (“Agreement”) is entered into between DIGIFABRICA LTD (“Company,” “Platform,” “we,” “us,” or “our”) and you (“Vendor,” “you,” or “your”) for the sale of digital products through our marketplace platform. By listing products on our platform, you agree to be bound by the terms and conditions set forth in this Agreement.

3. DEFINITIONS

Digital Products: Electronic goods delivered digitally including software, courses, e-books, templates, and other downloadable content
Listing: A product page created by Vendor on the Platform
Commission: Platform fee charged on successful sales
Payout: Payment made to Vendor for product sales minus applicable fees
Affiliate: Third-party marketers promoting Vendor products
Customer: End user purchasing digital products
Chargeback: Payment reversal initiated by customer’s bank or payment processor

4. VENDOR ELIGIBILITY AND APPROVAL

4.1 Application Process

Must complete vendor application and verification process
Provide accurate business and contact information
Submit required documentation for identity verification
Platform reserves right to approve or reject applications

4.2 Eligibility Requirements

Must be at least 18 years of age with legal capacity
Must own or have proper rights to sell listed products
Must comply with all applicable laws and regulations
Must maintain good standing throughout partnership

4.3 Account Verification

Identity verification may be required
Business registration documents may be requested
Tax identification information must be provided
Payment method verification required for payouts

5. PRODUCT LISTING AND CONTENT

5.1 Product Requirements

Acceptable Digital Products:

Software applications and tools
Online courses and educational content
E-books and digital publications
Templates and design assets
Digital art and media files
Plugins and extensions

Product Quality Standards:

Must be complete, functional products
Must provide clear value to customers
Professional presentation and description required
Regular updates and support recommended

5.2 Prohibited Products

Strictly Forbidden:

Illegal, harmful, or offensive content
Copyrighted material without proper rights
Adult or sexually explicit content
Gambling or illegal activities content
Malware, viruses, or harmful software
Pyramid schemes or get-rich-quick schemes
Cryptocurrency trading systems or forex signals
Academic dishonesty tools (essay writing services, etc.)

5.3 Content Standards

Product descriptions must be accurate and truthful
No false or misleading claims about features or benefits
Professional quality images and promotional materials
Clear pricing and licensing terms
Appropriate categorization and tagging

5.4 Intellectual Property Rights

Vendor warrants ownership or proper licensing of all content
Must not infringe on third-party intellectual property rights
Provide necessary licenses for Platform to display and distribute
Responsible for handling any IP disputes or claims

6. PRICING AND COMMISSION STRUCTURE

6.1 Product Pricing

Vendors set their own product prices
Prices must be clearly displayed in GBP
Price changes allowed with immediate effect
Promotional pricing and discounts permitted

6.2 Platform Commission

Standard Commission Rates:

Digital Products: 5% of gross sales
Subscription Products: 5% of recurring revenue
High-value Products (>£500): Negotiable rates available

Commission Calculation:

Calculated on gross sales amount before taxes
Deducted automatically from each transaction
Includes payment processing fees
VAT/taxes calculated separately where applicable

6.3 Affiliate Commission

Vendors may set affiliate commission rates (typically 20-50%)
Affiliate commissions deducted from vendor payout
Platform commission calculated on full sale amount
Minimum affiliate commission: 10%

7. PAYMENT TERMS AND PAYOUTS

7.1 Payment Schedule

Regular Payouts: Monthly payments on the 15th of each month
Minimum Payout: $50 minimum threshold
Payment Methods: Stripe and Stripe Express

7.2 Payment Calculation

Gross sales minus platform commission
Minus affiliate commissions (if applicable)
Minus any refunds, chargebacks, or disputes
Plus any applicable credits or adjustments

7.3 Payment Information

Must provide accurate payment details
Payment processing fees may apply
Responsible for tax obligations on income
Tax documentation provided as required

7.4 Reserves and Withholding

Platform may hold reserves for new vendors (up to 30 days)
Reserves held for high-risk or disputed transactions
Chargebacks and refunds deducted from future payouts
Rolling reserve may apply for vendors with high dispute rates

8. PRODUCT DELIVERY AND CUSTOMER SUPPORT

8.1 Product Delivery

Platform handles automatic digital delivery
Vendor must provide downloadable files or access credentials
Delivery must occur immediately upon successful payment
Backup delivery methods must be available

8.2 Customer Support Responsibilities

Vendor Responsibilities:

Primary customer support for product-related issues
Technical support and troubleshooting
Product updates and maintenance
Licensing and usage guidance

Platform Responsibilities:

Payment processing support
Platform technical issues
Account and login problems
General marketplace inquiries

8.3 Response Time Requirements

Initial response to customer inquiries within 24 hours
Resolution of technical issues within 72 hours
Escalation process for complex problems
Maintain professional communication standards

9. REFUND POLICY AND DISPUTES

9.1 No Refund Policy

All digital product sales are final
No refunds provided except in specific circumstances
Customers informed of no-refund policy before purchase
Policy clearly displayed on all product pages

9.2 Exceptional Circumstances

Refunds may be considered for:

Technical failure preventing product delivery
Product significantly different from description
Fraud or unauthorized transactions
Platform technical errors

9.3 Dispute Resolution

Platform mediates disputes between vendors and customers
Vendors must participate in good faith resolution efforts
Final decisions made by Platform in cases of deadlock
Repeated disputes may affect vendor standing

9.4 Chargebacks

Vendors responsible for chargeback fees
Must provide evidence to contest invalid chargebacks
High chargeback rates may result in account restrictions
Platform assistance provided for legitimate disputes

10. MARKETING AND PROMOTION

10.1 Affiliate Program Participation

Products automatically eligible for affiliate promotion
Vendors set affiliate commission rates
Must approve affiliate marketing materials
May restrict certain promotional methods

10.2 Platform Marketing

Platform may feature products in promotional campaigns
Vendor consent required for external advertising
Platform may create marketing materials using product content
Revenue sharing for platform-driven premium placements

10.3 Vendor Marketing Responsibilities

Provide high-quality promotional materials
Support affiliate recruitment and management
Participate in platform promotional activities
Maintain consistent brand presentation

11. DATA AND ANALYTICS

11.1 Sales Reporting

Real-time access to sales data and analytics
Customer information (limited to necessary data)
Performance metrics and conversion rates
Export capabilities for tax and business purposes

11.2 Customer Data Protection

Limited access to customer information
Must comply with GDPR and data protection laws
Cannot use customer data for unauthorized marketing
Confidentiality obligations for customer information

11.3 Platform Analytics

Platform retains right to aggregate sales data
Anonymous market research and trend analysis
Individual vendor data kept confidential
Data used for platform improvements and insights

12. COMPLIANCE AND LEGAL OBLIGATIONS

12.1 Legal Compliance

Must comply with all applicable laws and regulations
Responsible for proper business licenses and permits
Tax registration and reporting as required
Consumer protection law compliance

12.2 UK Specific Compliance

Consumer Rights Act 2015 compliance
Distance Selling Regulations adherence
Trading Standards requirements
VAT obligations where applicable

12.3 International Sales

Compliance with export/import regulations
Understanding of international tax obligations
Customer location restrictions where required
Currency and payment method considerations

13. QUALITY CONTROL AND MONITORING

13.1 Product Quality Review

Platform reserves right to review all products
Quality standards enforcement
Customer feedback monitoring
Product removal for violations

13.2 Performance Monitoring

Sales performance tracking
Customer satisfaction metrics
Support response time monitoring
Compliance with agreement terms

13.3 Account Standing

Performance-based vendor ratings
Rewards for high-performing vendors
Restrictions for poor performance
Account upgrade opportunities

14. AGREEMENT TERMINATION

14.1 Termination by Vendor

30 days written notice required
Final payouts processed according to schedule
Product listings removed upon termination
Customer support obligations continue for existing customers

14.2 Termination by Platform

Immediate termination for cause
30 days notice for termination without cause
Outstanding payouts processed if in good standing
Product access revoked immediately

14.3 Cause for Termination

Violation of agreement terms
Fraudulent or illegal activities
Poor performance or customer complaints
Non-compliance with legal requirements

15. WARRANTIES AND REPRESENTATIONS

15.1 Vendor Warranties

Ownership or proper licensing of all products
Products free from defects and malware
Compliance with all applicable laws
Accuracy of provided information

15.2 Platform Warranties

Platform functionality and uptime (best efforts)
Secure payment processing
Data protection and privacy compliance
Fair and transparent operations

15.3 Disclaimers

No guarantee of sales volume or revenue
Platform performance subject to technical limitations
Third-party service dependencies acknowledged
Market conditions and competition factors

16. INDEMNIFICATION

Vendor agrees to indemnify and hold harmless Platform from:

Product liability claims
Intellectual property infringement claims
Vendor’s violation of laws or regulations
Customer disputes arising from product issues
Third-party claims related to vendor content

17. LIMITATION OF LIABILITY

17.1 Platform Liability Limits

Liability limited to fees paid by vendor in previous 12 months
No liability for indirect or consequential damages
Technical issues and downtime limitations
Third-party service provider limitations

17.2 Force Majeure

Neither party liable for events beyond reasonable control
Includes natural disasters, technical failures, and regulatory changes
Good faith efforts required to minimize impact
Notice requirements for force majeure events

18. CONFIDENTIALITY

18.1 Confidential Information

Customer data and transaction information
Platform technical systems and processes
Business strategies and market data
Financial information and performance metrics

18.2 Non-Disclosure Obligations

Protection of confidential information
Limited use for agreement purposes only
Reasonable security measures required
Obligations survive agreement termination

19. GOVERNING LAW AND DISPUTES

19.1 Governing Law

This Agreement is governed by the laws of England and Wales.

19.2 Dispute Resolution

Good faith negotiation required first
Mediation encouraged for complex disputes
Exclusive jurisdiction of English courts
Prevailing party attorney fee recovery

20. MODIFICATIONS AND NOTICES

20.1 Agreement Modifications

Platform may modify terms with 30 days notice
Material changes require vendor acceptance
Continued use constitutes acceptance
Right to terminate if changes unacceptable

20.2 Notice Requirements

Email notices to registered address
Platform announcements for general updates
Legal notices require written confirmation
Contact information must be kept current

21. MISCELLANEOUS

21.1 Independent Contractor

Vendor operates as independent contractor
No employment or partnership relationship
Responsible for own taxes and business expenses
No exclusive dealing requirements

21.2 Entire Agreement

Complete agreement between parties
Supersedes all prior agreements
Written modifications only
Severability of unenforceable provisions

22. CONTACT INFORMATION

For questions about this Vendor Agreement:

Email: info@bittenpay.com
Address: DIGIFABRICA LTD, 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ

23. ACCEPTANCE

By listing products on our platform, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Vendor Agreement.