Preamble
Parties
This Agreement is entered into between KEYK Technologies Inc., a corporation registered under Philippine law and operator of the KEYK marketplace platform at keyk.ph ("KEYK"), and the partner named in the signature block below ("Premier Partner"). Together referred to as "the Parties." This Agreement supersedes any prior verbal or written understandings regarding commission rates and partnership terms between the Parties.
Section 1
Premier Partner Rate โ Two-Phase Structure
1.1 Phase 1 (Pilot Period): Upon onboarding under this Agreement, the Premier Partner shall be charged the standard platform commission rate of 9% for an initial period not to exceed 60 calendar days or until the Premier Partner reaches โฑ3,000,000 (three million Philippine pesos) in cumulative gross merchandise value (GMV) on the KEYK platform โ whichever milestone is reached first.
1.2 Phase 2 (Premier Rate): Upon reaching the Phase 1 milestone, KEYK shall apply a platform commission rate of 6% (six percent) on all qualifying gross sales transacted through the Premier Partner's KEYK store, in place of the standard rate of 9%. KEYK will notify the Premier Partner within 5 business days of Phase 1 completion, and the Premier rate shall take effect from the first day of the following calendar month.
1.3 Maintenance Requirement: To maintain the Premier rate, the Premier Partner must sustain a monthly GMV of at least โฑ1,500,000 (one million five hundred thousand Philippine pesos), measured on a rolling basis. Should monthly GMV fall below this threshold for two (2) consecutive calendar months, the commission rate shall revert to 8% (not the standard 9%), with 30 days' written notice provided prior to reversion.
1.4 Reinstatement: The 6% Premier rate shall be reinstated automatically โ without requiring a new agreement โ if the โฑ1,500,000 monthly GMV threshold is met for two (2) consecutive calendar months following a reversion.
Section 2
Partner Commitments โ Active Presence
The Premier Partner agrees to maintain throughout the term of this Agreement:
- A minimum of ten (10) active, in-stock, accurately priced product listings on the KEYK platform at all times.
- An order fulfilment rate of not less than 95% and a response time to buyer inquiries of not more than 24 hours.
- The KEYK shop link displayed in the partner's primary social media bio or website storefront header.
Section 2A
Inventory Integrity and Fulfilment SLA
2A.1 Cancellation Rate Standard: The Premier Partner shall maintain a seller-initiated order cancellation rate of not more than 5% (five percent) of total KEYK orders in any calendar month. Cancellations attributable to stock-outs, inaccurate inventory counts, or ghost listings are included in this calculation.
2A.2 Review Trigger: If the Premier Partner's cancellation rate exceeds 5% for any single calendar month, KEYK shall issue a written performance notice. A cancellation rate exceeding 5% for two (2) consecutive calendar months shall trigger a formal rate review, which may result in a temporary adjustment of the Premier commission rate (to 8%) for the following month, pending remediation.
2A.3 Remediation: Following a rate adjustment under 2A.2, if the Partner demonstrates a cancellation rate at or below 5% for two (2) consecutive calendar months, the Premier 6% rate shall be automatically reinstated. This provision exists to protect KEYK buyers from placing orders against listings that the partner cannot fulfil, and to preserve the integrity of the Premier Partner designation.
Section 3
Partner Commitments โ Exclusivity Window
3.1 All new product lines, seasonal imports, and bulk-ingredient restocks introduced by the Premier Partner shall be made available on KEYK for a minimum of 14 (fourteen) calendar days exclusively before being listed or announced on any competing platform, including but not limited to Shopee and Lazada.
3.2 The Premier Partner shall participate in a minimum of six (6) KEYK O'Clock flash sale events per calendar year (approximately one every two months).
Section 4
Partner Commitments โ Price Parity
The retail and wholesale prices of the Premier Partner's products listed on KEYK must be lower than the prices of the same products listed on any other Philippine e-commerce platform, including Shopee and Lazada. The rationale is structural: KEYK's 6% commission rate is meaningfully lower than fees charged on competing platforms. This structural cost saving must be reflected in KEYK pricing โ passed through to the buyer โ rather than retained solely as the partner's additional margin. KEYK reserves the right to conduct quarterly pricing audits using publicly available platform data. A confirmed pricing violation will result in a written 30-day cure notice. Failure to remedy pricing within the cure period constitutes a material breach of this Agreement and shall result in reversion of the commission rate to 8%.
Section 4A
Value-Added Tax (VAT) and Withholding Tax
4A.1 VAT-Exclusive Rate: The commission rates stated in this Agreement (9% Phase 1, 6% Phase 2, 8% interim) are VAT-exclusive amounts. Upon KEYK's registration as a VAT-registered entity under Philippine tax law, the applicable rate shall be adjusted to 6% + 12% VAT on the commission amount. VAT is applied to KEYK's commission fee only โ it does not affect the Premier Partner's product prices or the amounts charged to buyers.
4A.2 VAT Documentation: Upon VAT registration, KEYK shall issue an official VAT-registered Official Receipt or Invoice for each commission deduction. Premier Partners who are themselves VAT-registered may claim the VAT charged on KEYK's commission as an input VAT credit against their own VAT obligations, in accordance with BIR regulations.
4A.3 Advance Notice: KEYK shall provide the Premier Partner with not less than 30 calendar days' written notice prior to the date KEYK's VAT registration takes effect and commences billing VAT on commissions.
4A.4 Expanded Withholding Tax (EWT): If the Premier Partner is classified as a top withholding agent or is otherwise required under BIR regulations to withhold Expanded Withholding Tax (EWT) on service fees paid to KEYK, the applicable EWT rate on KEYK's commission shall be 10% of the commission amount (or as prescribed by BIR). The Premier Partner shall remit the withheld EWT to the BIR on behalf of KEYK and shall provide KEYK with a duly completed BIR Form 2307 (Certificate of Creditable Tax Withheld at Source) no later than the 20th day of the month following the applicable quarter. EWT withheld is a creditable tax for KEYK โ it does not represent an additional cost to the Premier Partner beyond the commission rate agreed herein.
Section 5
Partner Commitments โ Co-Marketing and Physical Reach
5.1 Social Media: The Premier Partner shall publish a minimum of four (4) social media posts per calendar month that mention KEYK or link to their KEYK store, with KEYK tagged (@keykphofficial or equivalent official handle).
5.2 EDM Blasts: The Premier Partner shall feature KEYK in their regular customer email communications (bi-weekly or equivalent), including a link to their KEYK store or to the KEYK platform.
5.3 KEYK Campaigns: The Premier Partner shall participate in a minimum of two (2) KEYK-initiated marketing campaigns per calendar quarter and grants KEYK permission to feature the partner's products in KEYK promotional materials.
5.4 Package Inserts: The Premier Partner shall include a KEYK-provided promotional insert (flyer, QR card, or equivalent) in every outbound delivery parcel dispatched from the partner's warehouse, regardless of the sales channel through which the order was placed. KEYK shall supply print-ready artwork and bear the production cost of insert materials at no charge to the Premier Partner.
5.5 B2B Referrals: The Premier Partner is encouraged to inform major B2B clients (commercial bakeries, cloud kitchens, culinary institutions) of the availability of the KEYK platform for their procurement needs. KEYK shall provide onboarding materials and training support for the partner's sales team at no charge.
Section 6
KEYK Commitments
KEYK agrees to provide the Premier Partner with:
- A visible Premier Partner badge on all product listings and the partner's KEYK store profile.
- Priority placement in platform search results, category pages, and the KEYK homepage.
- Inclusion in the KEYK buyer newsletter and editorial features at KEYK's editorial discretion.
- A named partner success contact for priority support and monthly performance reviews.
- Early access to new KEYK platform features prior to general release.
- A quarterly category trend report based on KEYK buyer data.
- Co-branded content production support (minimum one co-branded content piece per quarter).
Section 7
Limitations and Protections
7.1 Non-stacking: The Premier rate may not be combined with any other commission reduction or promotional rate offered by KEYK.
7.2 Non-transferable: This Agreement applies solely to the Premier Partner named herein and is not transferable to subsidiaries, affiliates, or related entities without a separate written agreement with KEYK.
7.3 Misconduct: KEYK reserves the right to terminate this Agreement immediately, without notice, in the event of verified buyer fraud, review manipulation, misrepresentation of products, or any material breach of the KEYK Seller Policy.
7.4 Annual Review: KEYK reserves the right to revise the terms of the Premier Partner Programme with a minimum of 90 days' written notice. Partners who do not accept revised terms may exit the Agreement without penalty.
7.5 Governing Law: This Agreement shall be governed by the laws of the Republic of the Philippines. Any dispute shall first be subject to good-faith mediation between the Parties before any formal legal proceeding.
Section 8
Term and Exit
This Agreement commences on the date of the last signature below and remains in effect indefinitely, subject to the maintenance conditions in Section 1 and the termination provisions in Section 7. Either party may exit the Agreement with 60 days' written notice. Upon exit, the commission rate reverts to the standard rate from the exit effective date, and all exclusivity, pricing, and co-marketing obligations cease.
For KEYK Technologies Inc.