3PL Partner Terms
Draft version: 6 November 2026 · Proposed founding-partner commercial terms
1. Parties and participation
These terms apply between [legal entity trading as FloxMatch] and the approved 3PL partner identified in a signed or electronically accepted partner agreement. Registration is free and creates no fee obligation by itself. Fee-bearing introductions require prior acceptance of these terms and confirmation of the relevant introduction.
2. The commercial offer
| Item | Proposed terms |
|---|---|
| Registration / subscription | £0 |
| Founding-partner offer | First qualifying new customer successfully acquired through FloxMatch: 0% success fee |
| Founding eligibility | First 20 approved 3PL partners, subject to written acceptance and published eligibility conditions |
| Subsequent qualifying customers | 1% of eligible fulfilment-service revenue actually collected during the first 12 months starting when the 3PL first provides paid fulfilment services to that customer |
| Unsuccessful introductions | No fee |
| Billing | Monthly, in arrears, based on eligible receipts during the first 12 months of paid fulfilment services |
3. What counts as a qualifying customer
A qualifying customer is a retailer introduced by FloxMatch with the 3PL's agreement, not already an active customer or documented existing sales opportunity of that 3PL, which subsequently signs a paid fulfilment-services agreement attributable to that introduction. The parties should record the introduction date and customer identity in writing. [Agree an attribution window, e.g. a defined number of months after introduction, before launch.]
4. Eligible revenue
Eligible revenue means the 3PL's fulfilment-service fees actually received from a qualifying customer during the first 12 months starting when the 3PL first provides paid fulfilment services to that customer, such as agreed storage, pick/pack, handling and returns processing fees. Excluded are VAT, refunds, credits, cancelled charges, postage/carrier charges and other agreed pass-through shipping costs. [Confirm treatment of packaging, onboarding, technology and other one-off fees in the signed schedule.]
5. First-customer-free offer
For an eligible founding partner, the first qualifying customer it actually acquires through FloxMatch is commission-free. The free entitlement is not consumed by a mere introduction or unsuccessful lead. It applies once per approved partner and is not transferable. Eligibility is determined by written partner approval, not simply by submitting the website form.
6. Reporting, invoicing and payment
For fee-bearing customers, the 3PL will provide a monthly statement of eligible revenue actually received, net of agreed exclusions. FloxMatch will issue an invoice each month in arrears based on the statement, with VAT added where applicable. The 12-month commission period starts when paid fulfilment services first begin, not on the introduction date. No commission is due on eligible revenue earned after the 12-month period. [Agree statement deadline, payment terms, corrections, records access and a proportionate verification/audit mechanism.] No commission is payable on revenue not collected.
7. Existing relationships and disputes
Before accepting an introduction, the 3PL may identify a pre-existing customer relationship or documented active opportunity. The parties should resolve attribution before proceeding. Disputed amounts should be discussed promptly and in good faith using contemporaneous records. [Agree dispute escalation and limitation periods.]
8. Fair matching and confidentiality
Partner payment does not buy preferred placement or guarantee any lead, introduction, sale or revenue. Both parties will protect confidential commercial information and comply with applicable data protection requirements. Identifying retailer details are shared only with appropriate permission.
9. Termination and survival
Either party may stop participating subject to the agreed notice terms. [Define how already accepted introductions, accrued fees and ongoing first-year commissions are treated on termination.] Confidentiality, payment and legal obligations may survive termination where appropriate.
10. Liability and governing law
Neither party is responsible for the performance of a separate retailer–3PL fulfilment contract unless it is a party to that contract. Nothing excludes liability that cannot legally be excluded. [Insert reviewed liability cap, governing law, jurisdiction, contact addresses, signatures/acceptance mechanism and effective date.]
11. Example
If a non-exempt referred customer generates £10,000 in eligible fulfilment-service revenue collected each month for 12 months, the proposed 1% fee totals £1,200, invoiced as £100 per month as revenue is collected (plus VAT if applicable). For an eligible founding partner's first successful customer, the fee is £0.