Company: Digicounted LTD, registered in England & Wales.

Registered Office: 50 Princes Street, Ipswich, IP1 1RJ, Suffolk, United Kingdom

1. Introduction

This Reseller Agreement (“Agreement”) governs participation in the Digicounted reseller and affiliate programme operated by Digicounted LTD (“Digicounted,” “we,” “our,” or “us”).

By registering as a reseller, you (“Reseller,” “you”) agree to these terms, together with our Terms of Service, Privacy Policy, Refund Policy, Earnings Disclaimer, and Brand & Trademark Usage Guidelines.

If you do not agree, do not enrol or continue participation.

2. Eligibility and Account Activation

You must be at least 18 years old and legally capable of contracting.

You must provide accurate contact, billing, and business details, and complete identity (KYC) or business verification when requested.

Digicounted reserves the right to approve, refuse, or terminate any reseller account to comply with law or PSP requirements.

3. Programme Overview

The programme allows approved resellers to refer new subscribers to Digicounted’s reseller plans and resell Digicounted’s approved digital services to business clients.

Commissions are paid only on genuine, verified subscription payments. No commissions are paid for recruitment, sign-ups without payment, or self-purchases.

4. Commission Structure and Payments

4.1 Reseller Referrals

Plan: Pro Plan £40 per month.
Tier 1 Commission: 40% (£16 per active reseller per month).
Commissions accrue while each referred reseller maintains an active, paid subscription.
No Tier 2 commission applies to reseller-plan referrals.

4.2 Client Service Sales

Service Plan: Average £29 per month.
Tier 1 Commission: 40% (£11.60 per active client per month).
Tier 2 Commission: 5% on client subscriptions generated by your direct Tier 1 resellers.

4.3 Payment Schedule and Conditions

All payouts are made in GBP (£) to the payment account you specify.

Minimum payout: £50.
Tier 1 and Tier 2 commissions are paid monthly after 30 days.
Refunded or charged-back transactions void related commissions.
Digicounted may amend commission percentages or payout timing with 14 days’ prior notice.

5. Independent Contractor Status and Taxes

Resellers act as independent contractors, not employees or agents.

You are solely responsible for reporting and paying all applicable taxes and social-security contributions.
No partnership, joint venture, or employment relationship is created by this Agreement.

6. Marketing and Conduct Rules

You must promote Digicounted accurately and in good faith, use only approved marketing materials or those pre-authorised in writing, include a clear Earnings Disclaimer on any promotional material, and comply with the UK Advertising Standards Authority (CAP Code), PECR, and all local data-privacy laws.

You must not make or imply guaranteed-income or investment claims, send unsolicited emails, SMS, or messages (“spam”), use domains or social profiles suggesting official Digicounted ownership, alter or misuse Digicounted logos or trademarks, or engage in fraudulent, misleading, or unethical marketing.

Violations may result in suspension, termination, and forfeiture of unpaid commissions.

7. Brand Use and Intellectual Property

Digicounted grants a limited, non-exclusive, revocable licence to use its trademarks and materials solely to promote authorised services. You may not modify, combine, or register Digicounted’s name or logo as part of any domain, brand, or product of your own. All goodwill from permitted use belongs to Digicounted LTD.

8. Confidentiality

All non-public information about Digicounted’s systems, pricing, or clients is confidential. You must not disclose or use such information except to perform legitimate reseller activities under this Agreement.

9. Payments, Chargebacks and Claw-Backs

If a transaction is refunded, reversed, or disputed, any related commission will be automatically reversed or deducted from future payouts. If fraudulent or abusive activity is detected, Digicounted may freeze balances pending investigation.

10. Termination

Either party may terminate this Agreement at any time by written notice.

Digicounted may terminate immediately for breach of this Agreement, fraudulent or non-compliant conduct, or chargeback and refund rates exceeding acceptable thresholds.

Upon termination, access to reseller tools will cease, outstanding verified commissions earned before termination will be paid within 30 days, and all use of Digicounted branding must stop immediately.

11. Limitation of Liability

The programme is provided “as is” without warranties of any kind.

Digicounted is not liable for indirect, consequential, or special damages, including loss of profit or data.

Our total liability for any claim shall not exceed commissions paid to you in the three months preceding the event.

12. Compliance and Audit Rights

To maintain compliance with payment partners and regulators, Digicounted may review your marketing materials or request records demonstrating adherence to this Agreement. Failure to cooperate may result in suspension or removal from the programme.

13. Governing Law and Dispute Resolution

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

Disputes will first be addressed through good-faith mediation in London, and if unresolved, submitted to the exclusive jurisdiction of the courts of England and Wales.

14. Amendments

Digicounted may update this Agreement to reflect regulatory, operational, or PSP requirements.

Notice of any material change will be provided via email or dashboard at least 14 days before it becomes effective.
Your continued participation constitutes acceptance of the revised terms.

15. Contact Information

For questions or legal notices regarding this Agreement:

Email: support [@] digicounted.com
Address: 50 Princes Street, Ipswich, IP1 1RJ, Suffolk, United Kingdom

Hours: Monday–Friday, 9 AM – 5 PM (UK Time)