Partner Programme Terms & Conditions

1.1. These SaturnShift Partner Program Terms (the "Terms") govern participation in the SaturnShift Partners program (the "Program") operated by SaturnShift Inc., a Delaware corporation ("SaturnShift", "we", "us").

1.2. You (the "Partner") accept these Terms by ticking the acceptance box when you apply, and we record the version you accepted and when. If you apply on behalf of a company, you confirm you are authorised to bind it. When we issue a new version of these Terms, we will ask you to accept it (Section 22).

1.3. These Terms are separate from, and in addition to, any terms that govern your own use of SaturnShift as a merchant.

2.1. The Program rewards Partners for introducing new businesses to SaturnShift. A Partner can earn two kinds of commission on each eligible business they refer (a "Referred Merchant"):(a) a Subscription Commission, on subscription fees SaturnShift collects from the Referred Merchant (Section 7); and (b) a Processing Commission, on eligible platform fees SaturnShift collects on the Referred Merchant's payments (Section 8).

2.2. Commission is earned only on amounts SaturnShift actually collects and retains, and only during each Referred Merchant's eligibility period (Section 11). It is never a share of a Referred Merchant's sales or payment volume.

3.1. The Program is open to individuals and organisations, whether or not they work in payments or technology. Professional examples on our website are illustrations, not requirements.

3.2. To participate you must be at least 18 years old and legally able to enter a binding agreement, provide accurate information, and be able to receive payouts by a method we support (Section 15). Participation is limited to countries and regions where SaturnShift can lawfully support the Program and pay you. You may not participate if you, or anyone who owns or controls you, are the subject of sanctions administered by the United States or are located, organised or ordinarily resident in a sanctioned country or region. Existing SaturnShift merchants may also be Partners (Section 4.4).

3.3. We may decline any application at our discretion and are not required to give a reason.

4.1. You apply through the form on our website. Every application is reviewed by a person. We do not guarantee approval or a response within any particular time.

4.2. On approval we create your partner account, give you access to your partner dashboard and assign you a unique partner code, with a referral link and a promotional code built from it (Section 5.5). Your participation begins on approval. Referrals made before approval do not earn commission.

4.3. Your commission terms are those in effect when each Referred Merchant is attributed to you (Section 10), unless we agree different terms with you in writing.

4.4. An existing SaturnShift merchant may apply to become a Partner from its merchant account, or using the same email address as its merchant login. If approved, the same login gives access to both the merchant dashboard and the partner dashboard. An approved Partner may likewise open a SaturnShift merchant account from the partner dashboard on the same login; that account is reviewed like any other business before it can accept payments. Becoming a Partner does not let you claim your own business (Section 18) or claim, after the fact, businesses that already use SaturnShift, including your own existing customers who are already SaturnShift merchants (Section 5.3).

5.1. A business becomes your Referred Merchant when it creates a new SaturnShift merchant account through your referral link, or enters your partner code during sign-up on any plan including the free Starter plan, and the referral is recorded against your Partner account ("Attribution"). Your referral link and your partner code identify you in the same way.

5.2. Attribution is recorded when the business creates its account on the SaturnShift website after arriving through your link, or when it enters your code where SaturnShift asks for one. Sign-ups through other routes (for example, directly in the SaturnShift app or through a third-party integration) may not be attributed automatically. If you believe a business you introduced should have been attributed to you, you may ask for a review under Section 6.3.

5.3. Only businesses that are new to SaturnShift can be Referred Merchants. A business that already has, or previously had, a SaturnShift account is not eligible, including a business that closes its account and signs up again. There is one exception: a business on the free Starter plan that is not attributed to anyone may be attributed to you when it enters your partner code as it moves to its first paid SaturnShift plan. Commission on it is then earned only on amounts collected after that Attribution (Section 5.8).

5.4. Referral links must be used as provided. Do not alter the link, conceal it, or cause it to be applied to a visitor without their knowledge.

5.5. Partner codes. You may request a partner code when you apply: 3 to 20 characters, letters A to Z and numbers 0 to 9 only. Codes are not case-sensitive and are shown in capitals. We may refuse a code that is already in use, that could be mistaken for SaturnShift or an official SaturnShift function, or that we consider inappropriate, and we may assign a different code. An availability check before you apply is not a reservation: a code is only secured when your application is approved. Once you are approved your code cannot be changed, and it remains SaturnShift's to administer.

5.6. Merchant trial. A Referred Merchant receives one introductory free trial (currently 30 days) on its first paid SaturnShift subscription (Crypto Suite or Full Suite), whether it chooses a paid plan at sign-up or upgrades from Starter later. The trial covers the subscription fee only; payment processing fees apply as normal during it. A business that has already had a SaturnShift trial or a paid SaturnShift subscription does not receive it, and changing plan, cancelling and resubscribing, or starting repeated checkouts does not start a new one. A checkout that was abandoned before the subscription started does not use the trial up. If the business is entitled to a longer trial through another SaturnShift promotion, it keeps the longer trial; trials do not add together. The trial requires an approved Partner and a locked Attribution. We may change or withdraw the trial for future referrals at any time; a trial already granted to a Referred Merchant, and any trial we have committed to in writing, is not affected.

5.7. A business may use your link, your code, or both. The referral is credited once and the trial is given once. Each Referred Merchant is attributed to one Partner only, and commission on it is never shared or split between Partners.

5.8. An existing Attribution is never replaced. Once a business is attributed to a Partner, a link or code of another Partner used later does not change it, and the business is told that an existing referral cannot be replaced. Attribution is recorded from the moment it is made and is never backdated: nothing SaturnShift collected from the business before then earns commission.

5.9. Referral does not guarantee that a business will be approved. Every business is reviewed by SaturnShift before it can accept payments, and we may decline any business.

6.1. When a visitor opens your referral link, your referral code is stored in their browser for 30 days. If they create their SaturnShift account on the same browser within that period, the account is attributed to you. If they open another Partner's link afterwards, the most recent link in that browser applies at sign-up.

6.2. Attribution is recorded once, when the account is created or the code is accepted, and is then locked. A later link, code or claim by another Partner does not change it.

6.3. If you dispute an Attribution, or believe a business should have been attributed to you, you may ask us in writing for a review within 30 days of becoming aware of it. Our records are the starting point for any review. We may correct an Attribution that was recorded in error, or that breaks these Terms, and may reassign it; every correction is recorded. Our decision after review is final, subject to applicable law.

7.1. You earn a percentage (the "Subscription Rate", currently 25%) of each subscription payment SaturnShift actually collects from a Referred Merchant for its SaturnShift plan during its eligibility period.

7.2. Subscription Commission is calculated on the subscription fee actually paid, after any discount, credit or promotional pricing and excluding any taxes, and excludes trial periods, unpaid invoices and amounts SaturnShift does not keep (Section 13). A $0 invoice issued during a free trial earns no Subscription Commission.

7.3. Subscription Commission does not apply to the free Starter plan, which has no subscription fee.

8.1. You earn a percentage (the "Processing Rate", currently 15%) of the Eligible Platform Fees SaturnShift actually collects on a Referred Merchant's payments during its eligibility period.

8.2. Processing Commission is recorded automatically once SaturnShift's fee on a payment is confirmed as collected (for stablecoin payments, once settlement is confirmed on chain), and appears in your dashboard as Pending, normally within minutes. Fee amounts are accumulated before the commission is rounded to the nearest cent, and the calculation is cumulative, so later corrections and late-confirmed payments are reflected when they occur.

9.1. Eligible Platform Fees are SaturnShift's own published per-transaction platform fees that SaturnShift actually collects, namely:(a) platform fees on card and ACH payments, including in-person card payments, once the payment has succeeded;(b) platform fees on recurring customer card payments, as actually collected; and(c) platform processing fees on USDC and USDT payments made through SaturnShift's Direct Settlement service, once the payment has settled on-chain.

9.2. The following are not Eligible Platform Fees and never earn commission:(a) the Referred Merchant's payment or sales volume;(b) fees charged by Stripe or any other payment processor, bank or card network;(c) blockchain network, gas, bridging, swap or conversion charges, including any network charge passed through to a payer;(d) fees that are not collected, including on incomplete, pending, processing, failed or abandoned payments;(e) subscription fees, which are covered by Section 7 instead; and(f) fees on stablecoin payments processed outside Direct Settlement.

9.3. A fee is eligible only while SaturnShift retains it. Section 13 explains what happens when it does not.

10.1. The current default rates are 25% (Subscription) and 15% (Processing), with a 12-month eligibility period. We may change these defaults at any time for future referrals.

10.2. We may agree different rates or periods with an individual Partner in writing.

10.3. The rates and eligibility period that apply to a Referred Merchant are fixed when that merchant is attributed to you. Later changes to the defaults, or to your partner terms, apply only to merchants attributed after the change, unless we agree otherwise with you in writing. This does not limit what we may do under Sections 13 and 18 where commission is connected with prohibited activity.

11.1. Each Referred Merchant earns commission for 12 months (the "Eligibility Period").

11.2. The Eligibility Period starts on the date SaturnShift first collects a fee from the Referred Merchant after Attribution, whether that is an Eligible Platform Fee on one of its payments (including during a free trial, or on the free Starter plan) or a paid subscription invoice. Signing up alone does not start it.

11.3. Once started, the Eligibility Period does not move. Processing Commission and Subscription Commission share the same Eligibility Period.

11.4. The Eligibility Period runs continuously from its start date. It is not paused, extended or restarted by plan changes, upgrades, downgrades, cancellation, suspension or reactivation.

11.5. No commission is earned on amounts collected after the Eligibility Period ends.

12.1. A Referred Merchant on Starter earns Processing Commission only (Section 11.2).

12.2. If it upgrades to a paid plan during its Eligibility Period, it also earns Subscription Commission on subscription payments collected for the remainder of that same period. An upgrade does not start a new Eligibility Period.

13.1. Commission follows the money SaturnShift keeps. If SaturnShift refunds, credits or reverses all or part of a subscription payment, the related Subscription Commission is reversed in proportion, including after it has been paid to you.

13.2. Processing Commission remains earned for as long as SaturnShift retains the related Eligible Platform Fee, including where the underlying payment is later refunded or disputed and SaturnShift keeps its fee. To the extent SaturnShift's fee is refunded, reversed, charged back to SaturnShift or never retained, the related Processing Commission is not earned, and any commission already recorded on it is reversed.

13.3. If a Referred Merchant disputes a subscription payment with its card issuer (a chargeback) and the dispute is finally decided against SaturnShift, the related Subscription Commission is reversed in proportion to the amount SaturnShift lost, including after it has been paid to you. Nothing is reversed merely because a dispute is opened, and nothing changes if SaturnShift wins it. A payment that is both refunded and lost in a dispute is reversed once, never twice, and never by more than the commission earned on it.

13.4. Reversals and adjustments are recorded in your commission history. A negative amount is deducted from your next available balance. If your balance is negative, no payout is made until it is positive again. A negative balance is recovered only by offsetting it against your future commission, unless it arises from fraud or a breach of these Terms, or the law permits us to recover it in another way, in which case we may ask you to repay it.

13.5. We may correct any calculation error, in either direction, when we find it.

14.1. Commission is shown as Pending as soon as it is recorded. It is held for a holding period (currently 30 days) after it is recorded before it becomes available. The holding period allows for refunds and corrections. Commission is earned when recorded, becomes available after the holding period, and is paid only through a payout (Section 15).

14.2. Commission becoming available means it can be included in a payout. It does not mean it is transferred to you automatically.

14.3. We may extend the holding period for a specific Partner or referral while we review suspected fraud or a breach of these Terms.

14.4. Each commission entry has one of these statuses:(a) Pending: recorded, within the holding period;(b) Available: past the holding period and eligible to be included in a payout;(c) Paid: included in a payout we have sent;(d) Reversed: no longer payable because of a refund, chargeback, correction or breach. Reversals are recorded as separate negative entries, so your history always shows what was earned and what was reversed.

15.1. A payout is made only when your available balance is at least USD 50 (the "Payout Threshold"). Amounts below the threshold carry forward, except as Section 21 provides when your participation ends.

15.2. Payouts are made in US dollars by ACH transfer to a US bank account, or in USDC on the Base network, to the payout details you save in your partner dashboard. You are responsible for keeping them accurate. We are not responsible for payouts sent to details you provided that turn out to be incorrect.

15.3. Payouts are reviewed and sent manually by SaturnShift, normally once a month. They are not automatic, and no particular payment date is guaranteed.

15.4. We may withhold a payout while we verify your identity, eligibility (Section 3.2), tax information or payout details, or investigate suspected fraud or a breach of these Terms.

15.5. Each payout is recorded in your dashboard with its amount, date, method and reference.

16.1. You are responsible for all taxes on commission you receive.

16.2. We may require tax documentation before making your first payout, such as an IRS Form W-9 (US persons) or the appropriate Form W-8 (non-US persons), and we may hold payouts until we have received and reviewed it. We may report payments to tax authorities, and withhold tax, where the law requires.

16.3. Commission amounts are stated inclusive of any taxes that may apply to them, unless the law requires otherwise.

17.1. You must describe SaturnShift accurately and fairly, including its pricing, how stablecoin payments work, and the fact that businesses must be approved before accepting payments. Do not make claims about SaturnShift that are not on our website.

17.2. You must clearly disclose your relationship with SaturnShift wherever you promote it, as required by applicable advertising law.

17.3. You must not:(a) send spam or unsolicited bulk messages;(b) list SaturnShift referral links or codes on coupon, discount-code, cashback or incentive sites;(c) bid on "SaturnShift" or similar terms, or use them in domain names, social handles or paid advertising, without written permission;(d) present yourself as SaturnShift, or as speaking for SaturnShift;(e) make income, savings or performance promises on SaturnShift's behalf;(f) promote SaturnShift alongside unlawful or harmful content; or(g) offer payments, rebates or other inducements to businesses for signing up, unless we agree in writing.

17.4. You may use the SaturnShift name and logo only to identify SaturnShift accurately, in line with any brand guidelines we provide. We may ask you to change or remove any material.

18.1. Self-referrals are prohibited. You may not earn commission on your own business, or on any business you own, control, are employed by, or share finances with. If you are also a SaturnShift merchant, no commission is earned on your own merchant account's subscription or payments. A business owned by a family member or other related person may qualify only if it is a genuine, independent business that you do not own, control or share finances with; we may review any related-party relationship and refuse or reverse a referral we reasonably consider abusive.

18.2. You must not create, or encourage others to create, fake, duplicate or abusive accounts or transactions, or manipulate attribution, cookies or payments in any way.

18.3. We may use automated checks and manual review to identify prohibited activity, but no system detects every case. A referral or commission that breaks these Terms is not payable even if it was recorded, and we may reverse it, including after payout.

18.4. Coordinated and artificial referrals are prohibited. You must not refer, or arrange for others to refer, businesses that are not genuine independent customers, or create or encourage sign-ups, payments or subscriptions mainly to generate commission (for example, payments between related parties, or accounts opened only to trigger a fee).

18.5. Reciprocal referral arrangements are prohibited where their main purpose is to generate commission: for example, two or more Partners referring each other's businesses, or businesses connected to them, to earn commission they could not earn on their own businesses.

18.6. We may withhold payment of, and reverse or recover, any commission connected with activity we reasonably believe breaks this Section while we review it, and permanently if the review confirms it. Commission that is not connected with the prohibited activity is not forfeited for that reason alone.

19.1. Your dashboard shows limited information about your Referred Merchants (for example, business name, sign-up month and status). Use it only to take part in the Program. Do not disclose it to others or use it to contact Referred Merchants for unrelated purposes.

19.2. Our commission terms with you, and any non-public information we share with you, are confidential.

19.3. We collect and use the information you give us for the Program, including your contact, payout and tax details, to run the Program, pay you, verify eligibility and meet our legal obligations, and otherwise in accordance with our Privacy Policy. Payout details are stored encrypted.

20.1. You may leave the Program at any time by contacting us.

20.2. We may suspend or end your participation at any time. We may do so immediately if you breach these Terms or we suspect fraud.

20.3. While your Partner account is suspended, no commission is paid out and new commission may not accrue. If a suspension is lifted, we may restore commission that would otherwise have been earned during it, except commission connected with prohibited activity.

20.4. Your participation as a Partner is separate from any SaturnShift merchant account you hold, and suspension or closure of your merchant account does not by itself end your Partner participation or affect commission already recorded. However, security restrictions on a suspended merchant account may prevent you from signing in, including to your partner dashboard, while that merchant account is suspended. We do not promise continued access to the partner dashboard in every merchant suspension.

21.1. If you leave, or we end your participation without cause: commission legitimately earned before the termination date stays payable once it clears the holding period, including a final balance below the Payout Threshold, and no new commission accrues after the termination date.

21.2. If we end your participation for fraud or breach: we may withhold, reverse or recover commission connected with the prohibited activity (Section 18.6). Commission legitimately earned and not connected with it remains payable under Section 21.1.

22.1. We may change these Terms. We will give at least 30 days' notice of material changes by email or in your partner dashboard. We may make a change with less or no notice where it is necessary for legal, regulatory, security or fraud-prevention reasons.

22.2. Changes do not affect commission already earned, or the rates and Eligibility Period fixed for Referred Merchants already attributed to you (Section 10.3), unless the law requires otherwise.

22.3. Each version of these Terms has a version identifier. When we issue a new version, we will ask you to accept it, in your partner dashboard or through a link we email to you. We keep a record of every version you accept and when you accepted it; an acceptance is never backdated, and accepting an earlier version does not count as accepting a later one.

22.4. Until you accept the version in effect, your referral link and partner code do not create new referrals. Referred Merchants already attributed to you, commission already earned, your balance and payouts are not affected while you have not yet accepted. If you do not wish to accept a new version, you may leave the Program (Section 20.1) and Section 21.1 applies.

23.1. You are an independent contractor. Nothing in these Terms creates employment, partnership, agency or a joint venture. You cannot bind SaturnShift.

23.2. The Program is provided as is. We do not guarantee any level of referrals, commission or income, or that tracking will be uninterrupted or error-free.

23.3. To the extent permitted by law, SaturnShift's total liability to you under these Terms is limited to the commission paid or payable to you in the 12 months before the claim, and we are not liable for indirect or consequential loss. This limit does not apply to liability for fraud or wilful misconduct, or to any liability that cannot be limited by law.

23.4. You will indemnify SaturnShift against claims arising from your breach of these Terms or your promotional activity.

23.5. These Terms are the entire agreement about the Program. If a provision is unenforceable, the rest remains in effect. Failing to enforce a provision is not a waiver.

24.1. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Disputes arising out of or relating to these Terms or the Program will be brought in the appropriate state or federal courts located in Delaware. Nothing in this Section removes any protection you have under laws that cannot be excluded by agreement.

24.2. Before starting formal proceedings, both parties will try in good faith to resolve a dispute by contacting each other.

Questions about the Program or these Terms: hello@saturnshift.io.