Draft for legal and processing-partner review. This document is not in effect, has not been approved by counsel or any payment provider, and does not create binding obligations. Bracketed items are unresolved and are tracked in the Launch Decision Register.
Referral Partner Agreement
Version 0.1 — Effective date: not set
Between [Legal entity name to be confirmed], operating as Orion Payments ("Orion"), and the referral partner identified in the partner application (the "Partner").
1. Definitions
- "Referral" means a business introduced by the Partner through its unique referral link or code, or by written introduction acknowledged by Orion.
- "Eligible Referral" means a Referral that meets clause 3.
- "Commission" means the amount payable under clause 4.
- "Net Revenue" means the fees Orion actually receives from an Eligible Referral, less refunds, credits, chargeback losses, taxes and third-party (including provider) costs. (Basis to be confirmed — see clause 4.)
2. Appointment
2.1 Orion appoints the Partner on a non-exclusive basis to introduce prospective merchants. The Partner is an independent contractor and has no authority to bind Orion, make representations on Orion's behalf, or promise approval.
3. Attribution and eligibility
3.1 A Referral is attributed to the Partner if the business first contacts Orion through the Partner's link or code, or Orion acknowledges the introduction in writing before the business has otherwise applied. 3.2 Where more than one partner claims a Referral, the first valid attribution recorded by Orion applies. 3.3 A Referral becomes eligible only when the business (a) is approved by Orion and the applicable provider, (b) is activated for live processing, and (c) is not a business that was already an Orion applicant or merchant. 3.4 Businesses that are declined, withdrawn or never activated are not Eligible Referrals. No commission is payable for applications or approvals alone.
4. Commission
4.1 Rate and basis: [Referral commission not determined]. 4.2 Timing: commission is calculated monthly in arrears and paid within the period to be agreed after Orion receives the corresponding fees. 4.3 Reversals: commission is reversed or offset to the extent the underlying fees are refunded, credited, charged back or uncollectable, or the Referral is found to have been ineligible or obtained in breach of this agreement. 4.4 Taxes: amounts are exclusive of applicable taxes. The Partner must provide tax registration information where required. 4.5 Commission arrangements will be disclosed to merchants and providers where law, provider terms or card network rules require.
5. Marketing restrictions
5.1 The Partner must:
(a) use only marketing materials approved by Orion; (b) not state or imply that approval is guaranteed, that Orion is a bank, or that live processing, specific fees, licences or partnerships exist unless Orion has confirmed them in writing; (c) not state or imply that research-use-only or other restricted categories are accepted; (d) comply with Canada's anti-spam legislation and other marketing laws, including consent for commercial electronic messages; (e) not bid on Orion brand terms in paid search, or register confusingly similar domains or social handles; and (f) not encourage merchants to misdescribe their products or business.
6. Confidentiality and data
6.1 Each party keeps the other's confidential information confidential. The Partner will not receive merchant application data, underwriting results or provider decisions beyond whether a Referral became eligible. 6.2 Each party complies with privacy law for personal information it shares.
7. Term and termination
7.1 Either party may terminate on 30 days' written notice (proposed), or immediately for material breach.
8. Post-termination rights
8.1 Commission on Eligible Referrals activated before termination continues for the period to be agreed (unresolved), unless termination was for the Partner's breach. 8.2 The Partner must stop using Orion's name and materials on termination.
9. Liability
9.1 Liability provisions to be settled by counsel. Cap: [Liability cap for counsel review].
10. Governing law
10.1 [Governing law for counsel review].