OrderKrab Partner Program Terms

1. Definitions

Partner: An ecommerce agency, integrator, or consultant that has applied to the Program or that OrderKrab has approved to participate in it.

Partner Portal: The partner dashboard at partners.orderkrab.com, which holds the Partner's details, Referral Code, commission ledger and payouts.

Referral Code / Referral Link: The unique code assigned to the Partner in the Partner Portal, and any link that carries it.

Referred Merchant: A new OrderKrab customer whose account is attributed to the Partner under Section 3.

Attribution Date: The date on which OrderKrab's records first link a merchant's account to the Partner.

Qualifying Revenue: The net cash actually received by OrderKrab from a Referred Merchant, excluding VAT, sales tax, or any other government-imposed taxes, as further defined in Section 6.

Revenue Share: Your commission, calculated as a percentage of Qualifying Revenue.

Active Referred Merchant: A Referred Merchant from which OrderKrab has received Qualifying Revenue in the last forty (40) days, counted as set out in Section 5.2.

Reward Tier: A Revenue Share rate tied to a number of Active Referred Merchants, as set out in Section 5.1. The lowest Reward Tier is the "Base Rate".

Program Page: The OrderKrab partner referral program page.

2. Partner Status

2.1. Independent business: The Partner acts as an independent business, in its own name and at its own cost and risk, and takes part in the Program in the course of its business or professional activity, not as a consumer. Nothing in these Terms creates employment, a partnership, a joint venture, a franchise or an agency relationship.

2.2. No authority: The Partner has no authority to negotiate, conclude or sign contracts, agree prices or discounts, give warranties, accept payments or make any other commitment on OrderKrab's behalf. Every merchant contracts directly with OrderKrab on OrderKrab's own terms, and OrderKrab is free to accept, decline or terminate any merchant.

2.3. Not a commercial agent: The Partner's role is limited to introducing prospective merchants. The Partner is not a commercial agent (prekybos agentas) within the meaning of the Civil Code of the Republic of Lithuania or any equivalent law, and is not entitled to any indemnity, compensation or goodwill payment on termination other than what Section 8 expressly provides.

2.4. Non-exclusive: The Program is non-exclusive. OrderKrab may appoint other partners and market and sell directly to any merchant, including in the Partner's market. There is no minimum number of referrals and no guaranteed level of earnings.

3. Attribution & Eligibility

3.1. How attribution is recorded: A merchant is attributed to the Partner when it creates its OrderKrab account and the Partner's valid Referral Code is submitted at account creation, whether typed in by the merchant or prefilled from a Referral Link. A Referral Link prefills the code for up to ninety (90) days after it was last opened in the merchant's browser; if the merchant opens links from several partners, the most recent one is prefilled. The code actually submitted at account creation decides attribution.

3.2. One Partner per merchant: A merchant can be attributed to one Partner only. The first attribution recorded stays in place and is not moved by a later link or code. A merchant that signs up with another partner's code, with a customer referral code, or with no code is not the Partner's Referred Merchant.

3.3. Excluded merchants: No Revenue Share is earned on a merchant that, on the Attribution Date, (a) is or has been an OrderKrab customer, or is under common ownership or control with one; (b) is an Active Lead; or (c) is owned, operated or controlled by the Partner, or is one in which the Partner has a controlling financial interest. OrderKrab may remove an attribution that falls under this clause.

3.4. Active Lead: A merchant with which OrderKrab has had two-way contact in the ninety (90) days before the Attribution Date (for example a reply to OrderKrab's outreach, a booked or held demo, a sales conversation or a quote), as shown by OrderKrab's CRM or email records. Outreach by OrderKrab that the merchant did not respond to does not make it an Active Lead.

3.5. No retroactive codes: A merchant cannot add a Referral Code after its account has been created. Where a code was missed, the Partner may ask OrderKrab within thirty (30) days of the merchant's account creation to record the attribution manually; OrderKrab decides at its discretion and may require the merchant's written confirmation. Revenue Share is earned only on payments OrderKrab receives after the Attribution Date, never on earlier payments.

3.6. Returning merchants: If a Referred Merchant's attribution has ended under Section 5.6 and the merchant later returns, it returns as an existing OrderKrab customer and is not attributed again, unless OrderKrab agrees otherwise in writing.

3.7. Merchant objections: If a merchant states in writing that it was not referred by the Partner, or asks not to be associated with the Partner, OrderKrab may remove the attribution for the future. Revenue Share earned before the removal stays payable unless Section 4.8 or 8.4 applies.

3.8. Codes and links: The Partner may change its Referral Code in the Partner Portal. A replaced code, and every link carrying it, stops attributing immediately, and updating them is the Partner's responsibility. A Referral Code must not contain or imitate "OrderKrab" or any third party's name or brand; OrderKrab may change a code that does.

3.9. Pending applications: A Referral Code may already attribute merchants while the Partner's application awaits approval, but Revenue Share becomes payable only once OrderKrab has approved the Partner. If the application is declined, no Revenue Share is owed.

3.10. Records: OrderKrab's account, CRM and payment records decide any question of attribution, save for manifest error.

4. Marketing Standards

4.1. Good faith: You must refer in good faith. You may not misrepresent OrderKrab's pricing, features or your relationship with OrderKrab.

4.2. No outreach in OrderKrab's name: You may not contact merchants in OrderKrab's name, present yourself as OrderKrab or its employee, or send cold emails, calls, SMS or messages that appear to come from OrderKrab. All outreach is made in your own name and under your own responsibility.

4.3. Compliance: You must comply with all applicable anti-spam, electronic communications, data protection, advertising and consumer protection laws.

4.4. Brand Bidding: Partners may not bid on OrderKrab trademarks or brand-related keywords (e.g., "OrderKrab", "OrderKrab pricing") on search engines (PPC/Google Ads).

4.5. No coupon or deal sites: You may not publish Referral Codes or Referral Links on coupon, voucher, deal, cashback or similar sites or browser extensions, or use cookie stuffing, forced clicks or any other technique that records a referral the merchant did not knowingly make.

4.6. No incentivised signups: You may not offer merchants cash, rebates, gifts, a share of your Revenue Share or any other reward for signing up with your Referral Code, other than incentives OrderKrab itself offers, unless OrderKrab has agreed in writing.

4.7. No "Squatting": You may not register domains or social media handles containing the word "OrderKrab."

4.8. Invalid referrals: An attribution obtained in breach of this Section or of Section 3 is invalid. OrderKrab may remove it and withhold or reclaim the Revenue Share related to it.

5. Commission & Reward Tiers

5.1. Reward Tiers: Revenue Share is calculated at the rate of the Partner's Reward Tier. The Reward Tier depends on the Partner's number of Active Referred Merchants:

15% (Base Rate): fewer than five (5) Active Referred Merchants.

20%: five (5) to nine (9) Active Referred Merchants.

25%: ten (10) to twenty-four (24) Active Referred Merchants.

30%: twenty-five (25) or more Active Referred Merchants.

The Partner Portal shows the Partner's number of Active Referred Merchants and its current Reward Tier.

5.2. Counting Active Referred Merchants: A Referred Merchant counts as active for forty (40) days after each payment of Qualifying Revenue that OrderKrab receives from it. Each merchant counts once, however many payments it makes. OrderKrab may exclude a merchant from the count if its payments are refunded or charged back, or appear to have been made mainly to reach a higher Reward Tier.

5.3. How the rate applies: Each payment of Qualifying Revenue earns Revenue Share at the rate of the Partner's Reward Tier on the day OrderKrab receives the payment, with that payment included in the count. The same rate applies to payments from all of the Partner's Referred Merchants. The Reward Tier moves up and down as the number of Active Referred Merchants changes. Revenue Share already recorded in the commission ledger is not recalculated when the Reward Tier changes later.

5.4. Changes to the Reward Tiers: OrderKrab may change the rates or thresholds of the Reward Tiers by amending these Terms under Section 14, subject to the limit in Section 14.2.

5.5. Commission follows cash: Revenue Share is earned only on Qualifying Revenue that OrderKrab actually receives from a Referred Merchant, at the time it is received. If a merchant pays nothing in a given month (for example because it paused shipping, is using a free allowance or is late in paying), no Revenue Share is earned for that month. A pause on its own does not end the attribution, but the merchant stops counting towards the Reward Tier forty (40) days after its last payment.

5.6. When attribution ends: The attribution of a Referred Merchant ends permanently when (a) the merchant closes its account or OrderKrab terminates it; (b) OrderKrab has received no Qualifying Revenue from the merchant for six (6) consecutive months and OrderKrab elects to treat the attribution as lapsed; (c) the attribution is removed under Section 3.3, 3.7 or 4.8; or (d) Revenue Share stops being earned under Section 8.

5.7. No obligation towards merchants: OrderKrab is not obliged to accept or keep any merchant, to continue any plan or feature, or to pursue a merchant for unpaid amounts.

5.8. Promotional Offers: OrderKrab reserves the right to introduce, modify, suspend, or discontinue promotional offers, free credits, discounts, trial periods, or onboarding incentives to merchants (including, without limitation, the "first 100 orders free" welcome offer) at its sole discretion. Such promotions reduce the Net Revenue actually received from a Referred Merchant and therefore reduce the Qualifying Revenue calculation under Section 6. Partners are not entitled to additional compensation, top-ups, or make-good payments for revenue lost to promotions, free credits, or discounts.

5.9. Plan, Pricing & Inclusion Changes: OrderKrab reserves the right, at any time, to introduce new merchant plans, modify or discontinue existing plans, adjust prices (including base fees, per-order rates, volume tier thresholds, and minimum invoice amounts), and change the features, services, hardware availability, or other components included in any plan, in each case as published at orderkrab.com/pricing. Such changes apply to all Referred Merchants going forward; the Partner's commission is calculated against the Qualifying Revenue actually received by OrderKrab under the plan, pricing, and inclusions in effect at the time of payment. The Partner's Revenue Share rate itself is not affected by these merchant-facing changes and is governed by Sections 5.1 to 5.4.

6. Defining Qualifying Revenue (Net of Tax)

Commission is calculated strictly on the Net amount received by OrderKrab on each paid merchant invoice. The following are excluded:

Taxes: VAT, sales tax, or duties are subtracted from the total amount paid by the merchant before calculating commission.

Non-Monetary Metrics: Order volume, parcel counts, or label counts.

Free Credits: The "Welcome Offer" and any other promotional/support credits.

Pass-through Costs: Money belonging to carriers or third parties.

Financial Adjustments: Refunds or chargebacks.

Records: OrderKrab's payment records are decisive for calculating revenue, save for manifest error.

7. Statements, Self-Billing & Payouts

7.1. Commission ledger: Each payment of Qualifying Revenue that OrderKrab receives creates a commission entry in the Partner Portal showing the Referred Merchant's name, the period, the base amount excluding tax, the rate and the resulting Revenue Share. The Partner Portal ledger is the Partner's commission statement.

7.2. Payout requests: The Partner requests payout of its accrued balance in the Partner Portal. OrderKrab may also generate payout requests automatically for Partners whose balance has reached the minimum.

7.3. Minimum payout: The minimum payout is EUR 50, or the threshold shown in the Partner Portal if different. OrderKrab is not obliged to pay out a lower balance; it rolls over to the following months. To avoid a lapse under Section 7.10, the Partner may once in any twelve (12) month period request payout of a balance below the minimum.

7.4. Self-billing: For each payout request, OrderKrab issues the invoice for the Revenue Share in the Partner's name and on its behalf (self-billing), using a numbering series reserved for that Partner, and emails it to the Partner. The Partner (a) authorises OrderKrab to issue these invoices for as long as Revenue Share is payable under these Terms; (b) accepts each self-billed invoice unless it objects in writing within ten (10) days of receiving it; (c) will not issue its own invoices for the same Revenue Share; and (d) will keep its legal, billing and VAT details in the Partner Portal accurate and tell OrderKrab immediately if its VAT registration status changes. Where self-billing is not permitted for the Partner, or OrderKrab asks for it, the Partner issues its own invoice on the basis of the ledger instead.

7.5. VAT and taxes: OrderKrab applies VAT to self-billed invoices according to the Partner's details: Lithuanian VAT at the applicable rate for Lithuanian VAT payers, reverse charge for VAT-registered Partners elsewhere in the EU, and no VAT otherwise. The Partner is responsible for the accuracy of those details, for accounting for its own taxes, and for any tax, interest or penalty that results from incorrect or outdated details.

7.6. Payment: OrderKrab reviews each payout request and pays approved amounts in euro (EUR) by bank transfer to the IBAN in the Partner Portal within thirty (30) days of the payout request. Each party bears its own bank charges.

7.7. Prerequisites: Payouts require an approved Partner account and complete, correct company, bank and tax information. OrderKrab may withhold payment until this is complete, and while it investigates a suspected breach of Section 3 or 4 or suspected fraud.

7.8. Clawback and set-off: If a merchant payment is refunded, charged back, credited or otherwise reversed, the Revenue Share on it is no longer earned. OrderKrab may deduct it from the Partner's balance or future payouts or, where these are insufficient, require repayment within thirty (30) days of its request. OrderKrab may also set off any other amount the Partner owes it.

7.9. Queries: The Partner must raise any query about a commission entry, or about an attribution it believes is missing, within sixty (60) days after the entry appeared or should have appeared. After that the ledger is final.

7.10. Lapse: Revenue Share that has not been paid out within twelve (12) months after it accrued, because the Partner did not request a payout or did not provide the information required under Section 7.7, lapses and is no longer payable.

8. Term, Suspension & Termination

8.1. Term: These Terms apply from the Partner's acceptance until participation is terminated under this Section.

8.2. By Partner: You may end your participation at any time via written notice to info@orderkrab.com. Revenue Share stops being earned on the termination date, except where Section 14.3 applies.

8.3. By OrderKrab for convenience: OrderKrab may terminate a Partner's participation at any time and without cause by giving sixty (60) days' written notice, including where it discontinues the Program. The Partner's Referral Code keeps attributing merchants until the termination date. After it, the Partner continues to earn Revenue Share under these Terms on merchants attributed before the termination date for twelve (12) months (the "Tail Period"), after which all Revenue Share ends permanently. The Tail Period ends early if the Partner commits a breach that would have entitled OrderKrab to terminate under Section 8.4.

8.4. For Cause: OrderKrab may terminate a Partner's participation immediately by notice for material breach of these Terms, fraud, self-referral, insolvency, or conduct damaging to OrderKrab's reputation. Revenue Share stops being earned on the termination date and there is no Tail Period. Revenue Share obtained through the breach or fraud is forfeited and, if already paid, repayable; other Revenue Share earned before the termination date remains payable.

8.5. Suspension: OrderKrab may suspend a Partner while it investigates a suspected breach. During suspension the Referral Code does not attribute merchants and payouts are on hold. If no breach is found, withheld amounts are released.

8.6. Final Payout: Upon termination, earned Revenue Share is paid through the normal process in Section 7. The minimum payout does not apply to the final payout made after Revenue Share has stopped being earned.

8.7. After termination: The Partner must stop using OrderKrab's marks, Referral Codes and Referral Links and stop presenting itself as an OrderKrab partner. Partner Portal access may remain available during a Tail Period.

8.8. No other compensation: Sections 8.3 to 8.6 set out everything the Partner is entitled to when participation ends. To the extent the law allows, the Partner is not entitled to any indemnity or compensation for goodwill, lost future commission, investments or expenses.

9. Assignment & Change of Control

9.1. By OrderKrab: OrderKrab may assign or transfer these Terms, in whole or in part, to an affiliate or to a successor to all or part of its business (including through a merger, acquisition, reorganisation or sale of assets) by giving notice. The Partner consents to such a transfer in advance.

9.2. By Partner: The Partner may not assign, transfer, subcontract or pledge these Terms, its Partner account or its right to Revenue Share without OrderKrab's prior written consent.

9.3. Change of control: The Partner must notify OrderKrab within thirty (30) days of a change of control of the Partner or a transfer of its business. OrderKrab may then terminate under Section 8.3.

10. Data Protection & Confidentiality

10.1. Merchant data in the Partner Portal: The Partner Portal shows the Partner each Referred Merchant's business name, plan, join date, billed amounts excluding tax and the resulting Revenue Share. This is OrderKrab's confidential information. The Partner may use it solely to reconcile its Revenue Share and for its own accounting. It may not use it for marketing, benchmarking or resale, and may not disclose it to any third party other than its professional advisers or as the law requires.

10.2. Independent controllers: Each party acts as an independent controller of the personal data it processes in connection with the Program and must comply with the GDPR and other applicable data protection law.

10.3. Lead data: If the Partner gives OrderKrab the contact details of a prospective merchant, the Partner warrants that it obtained them lawfully, that it has a lawful basis to share them, and that the person concerned has been informed that OrderKrab will contact them.

10.4. Partner data: OrderKrab processes the Partner's contact, billing and bank details to run the Program, as described in the OrderKrab Privacy Policy.

10.5. Confidentiality: Partners must not disclose non-public information (Partner Portal data, internal roadmaps, unpublished pricing, specific partner deals) to third parties, during their participation and for three (3) years after it ends.

11. Intellectual Property

OrderKrab grants the Partner a non-exclusive, non-transferable, revocable license to use its marks solely to promote the Program, in line with any brand instructions OrderKrab gives. All goodwill in the marks belongs to OrderKrab. The license ends when participation ends.

12. Liability & Indemnity

12.1. Cap on OrderKrab's liability: OrderKrab's total liability to the Partner under or in connection with these Terms and the Program, whatever the legal basis, is capped at the Revenue Share paid and payable to the Partner for the three (3) months before the event giving rise to the claim. The cap does not reduce OrderKrab's obligation to pay Revenue Share earned under these Terms.

12.2. Excluded losses: Neither party is liable to the other for indirect or consequential loss, or for lost profits, revenue, business, goodwill or anticipated commission. This exclusion does not apply to Section 12.3 or to a breach of Section 10.

12.3. Indemnification: The Partner agrees to indemnify and hold OrderKrab harmless from any third-party claims, fines, damages and costs (including reasonable legal fees) arising from the Partner's breach of law or these Terms, including its marketing and outreach and the lead data it supplies. This indemnity is not subject to the cap in Section 12.1.

12.4. What is never limited: Nothing in these Terms limits or excludes liability for intent or gross negligence, or any other liability that cannot be limited or excluded under applicable law.

13. Notices

OrderKrab gives notices to the Partner by email to the address on the Partner's Partner Portal account or, where the Partner has no account yet, the address given in its application. A notice is deemed received on the business day after it was sent. The Partner must keep that address current. The Partner gives notices to OrderKrab by email to info@orderkrab.com.

14. Changes to These Terms

14.1. Amendments: OrderKrab may amend these Terms by giving at least thirty (30) days' notice. From their effective date the amended Terms apply to all Partners and to all Referred Merchants, including those already attributed.

14.2. Limit: An amendment cannot reduce the Base Rate for merchants attributed before it takes effect, or shorten a Tail Period that has already started. A move between Reward Tiers under Section 5.3 is not an amendment. OrderKrab's way to end Revenue Share on merchants already attributed is Section 8.3.

14.3. Right to leave: A Partner that does not accept an amendment may terminate by written notice before its effective date. That termination is treated as a termination under Section 8.3, so the Tail Period applies, on the Terms in force before the amendment. Continued participation after the effective date is acceptance.

14.4. Minor changes: Corrections, clarifications, contact details and changes required by law may take effect on publication.

15. Order of Precedence & General

15.1. Order of precedence: If documents conflict, they apply in this order: (1) a written agreement between the Partner and OrderKrab that expressly refers to the Program; (2) these Terms; (3) the Program Page, Partner Portal texts and any marketing material. The Program Page is a summary. What it says about the rate, the revenue commission is calculated on, or how long commission is paid applies only as set out in these Terms, in particular Sections 5, 6 and 8.

15.2. Entire agreement: These Terms, together with any agreement under Section 15.1(1), are the entire agreement on the Program and replace earlier discussions and statements about it.

15.3. Severability and waiver: If a provision is invalid, the rest remains in force. A failure to enforce a right is not a waiver of it.

15.4. Language: These Terms are made in English. Any translation is for convenience only, and the English text prevails.

16. Governing Law & Survival

These Terms are governed by the laws of the Republic of Lithuania. Disputes must first be addressed in good faith for thirty (30) days. If unresolved, the courts of Vilnius, Lithuania have exclusive jurisdiction.

Survival: Sections 7.8 to 7.10 (clawback, queries, lapse), 8.3 to 8.8 (Tail Period, final payout and effects of termination), 9, 10, 12, 13 and 16, and any obligation to pay Revenue Share earned before termination, survive the termination of these Terms.

Questions? Reach out at info@orderkrab.com.