Applies to: All approved upstream suppliers that register with the Platform and provide Agent Contribution Services, who may be referred to as a "Supplier", a "Creator" or an "Expert Agent Provider" in the Platform interface Relationship with other documents: This Agreement supplements the Platform-Wide General Terms of Service (F1) and, together with the Payment Service Description (PSD), the Customer AI Service Terms (F2), the Privacy Policy (F5) and the Acceptable Use Policy (F6, AUP), constitutes the entire agreement.

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Table of Contents

• Chapter 1 - Introduction and Independent Supplier Status
• Chapter 2 - Legal Relationship Between the Platform and the Provider
• Chapter 3 - Provider Verification and Account Management
• Chapter 4 - Rate Structure and Settlement
• Chapter 5 - Payment Arrangements
• Chapter 6 - Seven-Day Usage-Evaluation Period and Risk-Control Reserve Period
• Chapter 7 - Dispute Handling
• Chapter 8 - Payout Procedures
• Chapter 9 - Anti-Money Laundering and Tax Compliance
• Chapter 10 - Anti-Circumvention and Compliance Obligations
• Appendix A - Cross-References to Other Documents

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Chapter 1 - Introduction and Independent Supplier Status

Article 1 - Confirmation of Independent Supplier Relationship

1.1 By accepting this Agreement, you confirm that you are an independent service supplier providing Agent Contribution Services to Agelo. No employment, partnership, agency, trust, joint venture or other relationship of subordination is created between you and Agelo. Subject to Agelo's requirements concerning service specifications, the AUP, information security, quality and delivery interfaces, the Provider independently determines its personnel, equipment, tools and methods of performance.

1.2 Acceptance of this Agreement does not make you an employee, agent or representative of the Platform. The Platform has no right to direct or supervise you as an employer.

1.3 As an independent supplier, you are solely responsible for all tax, social-insurance, pension and other statutory obligations applicable to you.

Article 2 - Provider's Fundamental Obligations

2.1 You represent and warrant that, at the time of registration and throughout your use of the Services, you are at least 18 years old and have full legal capacity under the laws of your location.

2.2 Provider's Service Obligations to Agelo: The Provider must supply Agent Contribution Services to the Platform that comply with the Provider Specification, the Platform's technical requirements, the AUP, information-security requirements and quality standards, including, without limitation:

• (a) the design, development, maintenance and quality assurance of Expert Agents;
• (b) the provision and updating of Workflows, Prompt/Instruction architecture, Domain Knowledge and Specification Frameworks;
• (c) maintenance of Toolchain Configurations; and
• (d) Agent maintenance and quality monitoring.

2.3 No Direct Customer-Facing Performance by the Provider: The Provider does not directly sell, promise or deliver Agelo AI Services to Users and does not directly collect any consideration for those Services. All customer-facing activities are conducted by Agelo.

2.4 You must comply with all standards of conduct and prohibitions set out in the Acceptable Use Policy (F6, AUP).

Article 3 - Acceptance of Terms

3.1 By selecting "I am an Expert", "I am a Supplier" or another supplier-application acknowledgement designated by Agelo during registration and completing the registration process, you will be deemed to have read, understood and agreed to this Agreement in full.

3.2 This electronic acceptance has full legal effect as the execution of a contract under the Electronic Transactions Ordinance and applicable law.

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Chapter 2 - Legal Relationship Between the Platform and the Provider

Article 4 - Legal Role of Agelo and Nature of Provider Compensation

4.1 Agelo as Customer-Facing Seller: Agelo provides and sells Agelo AI Services directly to Users. Agelo determines the customer-facing service description, Credit requirement, pricing, billing, delivery, customer support, refund treatment and dispute process and acts as the Merchant of Record where applicable under its payment-service-provider arrangements.

4.2 Provider as Independent B2B Supplier: The Provider supplies Agent Contribution Services to Agelo, including approved Expert Agents, Workflows, Prompt or Instruction architecture, Domain Knowledge, Specification Frameworks, Toolchain Configurations, maintenance and quality support. The Provider does not sell Agelo AI Services or Agelo Credits directly to a User.

4.3 Supplier Service Fee: For eligible Agent Contribution Services, Agelo may owe the Provider a fiat-denominated Supplier Service Fee under this Agreement and the Supplier Compensation Policy. The Supplier Service Fee is an independent B2B payment obligation owed by Agelo to the Provider.

4.4 Separation from Customer Credits and Payments: A Supplier Service Fee is not a transfer, redemption, assignment, custody or allocation of Agelo Credits or of any particular payment made by a User. A Provider does not acquire any ownership or trust interest in Agelo Credits, Customer funds or Agelo’s payment-service-provider balance.

4.5 Customer Usage as Operational Evidence: Agelo may use eligible service usage, delivery records and other transaction data to determine Eligible Expert Work Units and calculate a Supplier Service Fee. Use of that data for calculation does not cause Customer Credits or Customer payments to become property of the Provider.

Article 5 - No Payment Obligation Owed by Users to Providers

5.1 A User does not owe any payment, fee or other consideration to a Provider by reason of purchasing or using Agelo Credits or using an Agelo AI Service.

5.2 The Provider may claim a Supplier Service Fee only from Agelo and only under this Agreement and the Supplier Compensation Policy.

5.3 The calculation of a Supplier Service Fee by reference to Eligible Expert Work Units and the Applicable Supplier Fee Rate does not create a direct payment relationship between a User and a Provider and does not mean that Agelo collects or holds a User payment on behalf of the Provider.

5.4 A Provider must not invoice a User, request payment from a User, accept Agelo Credits, ask a User to transfer money or represent that any portion of the User’s Agelo Credits belongs to the Provider.

Article 6 - Authorisation for Invoicing

6.1 Authorisation for Self-Billed B2B Settlement Documents: To the extent permitted by applicable law and validly authorised by the Provider, Agelo may issue, on the Provider's behalf, a settlement document for Agent Contribution Services supplied by the Provider to Agelo. That document reflects only the settlement between Agelo and the Provider and does not involve any User.

6.2 The Platform will issue invoices or receipts to Users in accordance with applicable law for customer-facing sales. The description used on an invoice will comply with applicable tax law and reflect the nature of Agelo AI Services.

6.3 The Provider must issue the documents required under applicable law for Agent Contribution Services supplied to Agelo or authorise Agelo to issue them lawfully on the Provider's behalf. The invoiced amount must correspond to the amount actually paid by Agelo to the Provider.

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Chapter 3 - Provider Verification and Account Management

Article 7 - Verification Requirements

7.1 A Provider may create, test and submit draft Expert Agents before completing verification. However, before any Expert Agent may accept paid Agelo AI Service Consumption, the Provider must complete all identity, business, ultimate beneficial owner (UBO), director or representative, tax, sanctions and bank-account verification required by Agelo and/or its payment partners.

7.1a Verification and payout services may be provided through Stripe Connect or another payment partner designated by Agelo. Where Stripe Connect is used, the Provider must complete the applicable Stripe onboarding process and accept the applicable Stripe Connected Account Agreement and Stripe Services Agreement before receiving paid service requests or payouts.

7.2 Agelo will notify the Provider of the specific information required for verification, the frequency of updates and any supplementary-document requirements, taking into account applicable law, risk-management requirements and payment-partner rules.

7.3 If a Provider fails to complete or maintain required verification, Agelo may restrict Agent listings, paid traffic, the generation of Available Supplier Service Fees, settlement requests or external payouts.

7.4 Supplier Service Fees are fiat-denominated B2B service fees that may become payable by Agelo under this Agreement and the Supplier Compensation Policy. They are not deposits, stored-value balances or financial assets deposited by the Provider with Agelo. The Provider has a contractual claim against Agelo only after the applicable amount becomes an Available Supplier Service Fee.

Article 8 - Management of Bank Accounts

8.1 A Provider changing its payout bank account must follow the security-verification procedure published by the Platform.

8.2 The Platform may impose a security-verification period following a change of bank account to verify the authenticity of the account.

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Chapter 4 - Provider Compensation and Settlement

Article 9 - Expert Agent Assignment and Fee Reference Snapshot

9.1 Agelo determines all Customer-facing prices, Credit requirements and other charges for Agelo AI Services.

9.2 For each eligible upstream Expert Agent assignment, Agelo may create a technical usage estimate denominated in a fiat currency. The estimate may identify the estimated Expert Agent usage, the maximum approved usage where applicable, the Applicable Supplier Fee Rate and the Provider's estimated Gross Supplier Service Fee.

9.3 The Provider Dashboard will display the applicable estimate and estimated Gross Supplier Service Fee before the Provider confirms the relevant Agelo assignment.

9.4 Buyer Agent usage, customer-facing taxes, A2A discovery, matching, routing and orchestration usage, model or tool charges not allocated to the relevant Agent Service, and other amounts identified in the Supplier Compensation Policy do not become Eligible Expert Work Units unless expressly stated.

9.5 A technical usage estimate is a B2B planning record. It is not a cash-conversion rate for Agelo Credits and does not cause an individual Agelo Credit to represent an amount of fiat currency.

Article 10 - Supplier Service Fee Formula

10.1 Standard Formula: Unless a different rate is clearly displayed in the Provider Dashboard and accepted by the Provider before the relevant assignment begins, the Supplier Service Fee equals:

Gross Supplier Service Fee = Eligible Expert Work Units × Applicable Supplier Fee Rate.

10.2 Eligible Expert Work Units means verified units of completed Expert Agent work attributable solely to the relevant completed Agent Service. Finalized Agelo Credit consumption attributable solely to the completed Agent Service may be used as evidence for determining those units. Eligible Expert Work Units exclude:

• (a) Buyer Agent usage;
• (b) Buyer Agent model or tool usage;
• (c) A2A discovery, matching, routing and orchestration;
• (d) usage that remains Reserved or is later released or restored without final consumption;
• (e) promotional usage expressly excluded from Provider compensation before the relevant assignment;
• (f) fraudulent, unauthorised, prohibited, duplicated or technically invalid usage; and
• (g) another exclusion expressly stated in the Supplier Compensation Policy and displayed before the Provider confirms the relevant Agelo assignment.

10.3 Applicable Supplier Fee Rate: Unless Agelo clearly displays a different rate before the relevant assignment begins, the default Applicable Supplier Fee Rate is USD 0.80 per Eligible Expert Work Unit.

10.4 Promotional Pricing and Customer Credits: Promotional pricing, discounted Credit packages, introductory grants and complimentary Buyer Credits do not change the Applicable Supplier Fee Rate unless Agelo expressly identifies a different treatment before the relevant assignment begins.

10.5 Earnings Status: After Agelo completes delivery, the calculated Gross Supplier Service Fee will first be recorded as a Pending Supplier Service Fee. It will become an Available Supplier Service Fee only after expiry of the applicable usage-evaluation period and completion of any required refund, fraud, compliance, sanctions or risk-control review.

10.6 Net Supplier Settlement Amount: The amount actually received by the Provider equals the Available Supplier Service Fee included in an approved settlement request, less:

• (a) taxes required to be withheld by law;
• (b) third-party payout or bank fees actually incurred and itemised;
• (c) actual foreign-exchange differences or conversion charges; and
• (d) adjustment items that may lawfully be set off under this Agreement.

10.7 Customer card-processing fees and Agelo operating margin must not be listed as deductions in the Net Supplier Settlement Amount under Article 10.6.

Article 11 - Changes to the Applicable Supplier Fee Rate

11.1 The default Applicable Supplier Fee Rate is USD 0.80 per Eligible Expert Work Unit.

11.2 Agelo may offer a different rate for a particular Agent, service category, Provider programme or commercial arrangement only if the different rate is clearly displayed to the Provider before the Provider confirms the relevant Agelo assignment.

11.3 A change to the Applicable Supplier Fee Rate applies only prospectively and must not reduce an Available Supplier Service Fee or retroactively alter a Supplier Service Fee calculated under a previously accepted technical usage estimate.

11.4 A generally applicable adverse change to the default Applicable Supplier Fee Rate requires at least 30 days' advance notice, unless a shorter period is required by law, sanctions, fraud prevention or a payment-service-provider requirement.

11.5 Continued listing of an Expert Agent after the effective date of a generally applicable change constitutes acceptance only for usage occurring after that effective date.

Article 12 - Settlement Statement

12.1 Agelo will display in the Provider Dashboard or settlement statement, for each relevant Agelo assignment: finalized Expert Agent usage, Eligible Expert Work Units, Applicable Supplier Fee Rate, Gross Supplier Service Fee, settlement adjustments, withholding tax, third-party payout fees, foreign-exchange adjustments, estimated Net Supplier Settlement Amount and Pending or Available status.

12.2 The status of Credits and Supplier Service Fees under this Agreement governs only the parties' contractual settlement rights. Recognition of Agelo's revenue, contract liabilities and costs will be handled separately in accordance with applicable accounting standards and Agelo's accounting policies.

12.3 Agelo will provide a transaction-level calculation identifier and a link or interface through which the Provider can review the calculation and submit a Provider Appeal.

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Chapter 5 - Payment Arrangements

Article 13 - Settlement of Supplier Service Fees

13.1 A Provider may submit a settlement request through the Provider Dashboard only for Available Supplier Service Fees. Agelo will not process a Pending Supplier Service Fee or an amount subject to an unresolved dispute, refund, Chargeback, AUP restriction, sanctions restriction or reasonable risk-control restriction.

13.2 Once a settlement request has been approved by Agelo, settlement will be processed through a third-party payment service provider designated by Agelo or through a Connected Account settlement mechanism. Under its own rules, the third-party payment service provider may require supplementary information from the Provider or may delay, reject or return a payout.

13.3 Agelo will generally submit a payout instruction to the payment service provider within 10 Business Days after approving the settlement request. The actual time at which funds are credited to the bank account depends on the payment service provider, receiving bank, currency, country and compliance review. This timeframe is not a guarantee of bank receipt.

13.4 All Supplier Service Fee settlements are payments of Agelo's own independent B2B accounts-payable obligations. No payment channel used by Agelo is appointed to receive, hold, split or settle a Buyer payment on behalf of the Provider.

Article 14 - Platform Responsibility and Provider Contribution Failure

14.1 Customer-Facing Responsibility: As Merchant of Record for Agelo AI Services, Agelo is responsible for customer-facing collection of payment, customer support, refunds, disputes and Chargebacks and bears payment-processing responsibility for customer-facing transactions in accordance with the arrangements between Agelo and its payment service providers.

14.2 Provider’s B2B Responsibility: If a refund, return of Credits, Chargeback, rework cost or other loss is caused by Provider Contribution Failure, a Provider’s breach of the AUP, infringement, fraud, assistance with an unauthorised transaction or another matter objectively attributable to the Provider, Agelo may reduce or cancel the related Pending Supplier Service Fee, set off an Available Supplier Service Fee or recover an amount already paid. Agelo must identify the affected service request, calculation basis, reason and adjustment amount in the Provider Dashboard or written notice.

14.3 Provider Contribution Failure: Provider Contribution Failure means that an Expert Agent, Workflow, Knowledge Asset or maintenance service supplied by a Provider fails to satisfy the objective technical specifications, availability, output-quality, information-security or AUP requirements agreed between Agelo and the Provider and thereby affects Agelo AI Services. The following evidence may be considered in making that determination:

• (a) Customer usage feedback and complaint details;
• (b) Buyer Agent/Expert Agent A2A execution records;
• (c) Platform orchestration-layer, model and tool-call records;
• (d) the result of comparison against the Resource Estimate; and
• (e) the Provider's technical explanations, Agent execution records and internal review records.

14.4 A determination of Provider Contribution Failure must be made by the Platform by reference to the Supplier Compensation Policy, execution records, objective evidence and internal review records and must not be based solely on a unilateral statement by a User.

14.5 Licence Chain, Classification of Materials and Management of Deliverables:

• (a) Licence chain: The Provider grants Agelo all rights to use, execute, reproduce, modify, integrate, display, distribute and sublicense the relevant materials as necessary for Agelo to perform Agelo AI Services. Agelo grants Users the corresponding rights to the Final Deliverables under the Customer Terms.
• (b) Categories and ownership of materials: Provider Materials, AI-generated outputs, User Content and third-party materials retain their respective ownership and rights. The boundaries between those categories and the scope of applicable licences are governed by the Platform's relevant policies and Customer Terms.
• (c) Treatment following a refund or termination of an Agelo AI Service Consumption: Agelo may terminate the User's access to the relevant Final Deliverables. The Provider's rights in Provider Materials are not affected merely because Agelo previously made a downstream delivery. Agelo centrally administers User access to and licensing of Final Deliverables.
• (d) Handling of rights claims: Agelo will centrally handle rights claims relating to an Agelo AI Service Consumption. Without Agelo's prior written consent, a Provider must not assert rights directly against a User in relation to that Agelo AI Service Consumption.
• (e) Action against User violations: If a User continues to use Final Deliverables after Agelo has notified the User that the licence has been terminated, Agelo may assert the relevant rights against that User or disable the User's access.

14.6 The Platform does not charge a User or Provider an additional fee for administering the licence-chain mechanism.

14.7 A Provider that disputes any decision made by the Platform under this Article, including, without limitation, a finding of Provider Contribution Failure, licence termination or an earnings clawback, may initiate a dispute through the Platform's customer-support channel and submit supporting materials and arguments. The Platform will respond within 15 Business Days. Any decision under this Article must be made reasonably and in good faith. This response period does not apply in an urgent case involving fraud, money laundering or a law-enforcement order.

Article 15 - Restrictions Imposed by Payment Partners

15.1 Compliance reviews by payment service providers, availability of funds, system maintenance, returned bank transfers, sanctions, law-enforcement orders or force majeure may delay settlement of Supplier Service Fees or receipt by the Provider's bank. Such a delay does not automatically extinguish an Available Supplier Service Fee already established under this Agreement.

15.2 To the extent permitted by law and payment-service-provider rules, Agelo will inform the Provider of the reason for a delay or rejection, the information that must be supplemented or the conditions for resubmission, except where anti-money laundering, sanctions or law-enforcement confidentiality requirements apply.

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Chapter 6 - Seven-Day Usage-Evaluation Period and Risk-Control Reserve Period

Article 16 - Seven-Day Usage-Evaluation Period Following Agelo Delivery

16.1 Commencement Upon Agelo's Delivery of Final Deliverables: After Agelo has delivered the Final Deliverables and notified the User, the User will have a seven-day usage-evaluation period.

16.2 If the User neither clicks "Confirm Completion" nor raises an objection with Agelo within seven days, the Agelo AI Service Consumption will be deemed completed.

16.3 No Direct Customer-Facing Modification Obligation of the Provider: A Provider does not accept modification requests directly from a User. Agelo centrally determines whether a customer-facing re-execution or adjustment will be made and may determine under its internal policies whether to invoke the original Expert Agent, a substitute Agent, a model or a toolchain.

Article 17 - Pending and Available Supplier Service Fees

17.1 After Agelo delivers the Final Deliverables, the Supplier Service Fee calculated under Article 10 will first be recorded as a Pending Supplier Service Fee.

17.2 Upon expiry of the seven-day usage-evaluation period, and provided that there is no unresolved dispute, refund, Chargeback, AUP restriction, sanctions restriction or reasonable risk-control restriction, the Pending Supplier Service Fee will become an Available Supplier Service Fee.

17.3 Agelo may impose a reasonable additional risk-control period based on Provider risk, transaction history and payment-service-provider requirements. The Provider Dashboard must display the reason category and expected review status, except where disclosure is prohibited by law, sanctions or law-enforcement requirements.

17.4 A Provider may submit a settlement request only for Available Supplier Service Fees. Agelo does not automatically disburse Pending Supplier Service Fees.

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Chapter 7 - Dispute Handling

Numbering note: The source document contains two separate provisions numbered Article 19. The original numbering has been retained.

Article 19 - Dispute-Handling Period

19.1 The Provider acknowledges that processing of an Agelo AI Service Consumption includes service execution, the seven-day usage evaluation, any necessary dispute investigation and risk-control review. Agelo must complete processing within a reasonable period. Where an extension is required because of a payment service provider, law-enforcement authority, sanctions review, complex technical investigation or force majeure, Agelo may extend the period and, to the extent permitted by law, provide updates on the processing status.

19.2 No Settlement with a User Outside the Platform's Dispute Process: A Provider must not, without Agelo's written authorisation, directly contact a User on Agelo's behalf, make a commitment, issue a refund, enter into a settlement or collect any amount in relation to a transaction, refund, dispute or Chargeback between Agelo and that User.

Article 19 - Submission of a Provider Appeal

A Provider may submit a Provider Appeal against any of the following decisions by Agelo:

• (a) a finding of Provider Contribution Failure;
• (b) cancellation or reduction of a Pending Supplier Service Fee;
• (c) deduction from or set-off against an Available Supplier Service Fee;
• (d) recovery of earnings already settled;
• (e) a Provider settlement restriction; or
• (f) a determination relating to the Provider under the AUP, Agent availability, technical specifications or licensing.

The Provider must submit the Provider Appeal through the Provider dashboard or another formal channel published by Agelo within 30 days after notice of the earnings adjustment or decision. The Provider must identify the disputed decision and provide the grounds of appeal, Agent logs, technical records, evidence of licensing or other supporting materials, together with the B2B settlement adjustment requested.

The contractual basis of a Provider Appeal is the Provider Agreement between the Provider and Agelo. The Customer is not a contracting party to the Provider Appeal, and the Provider must not treat the Customer as the debtor of a Supplier Service Fee under the Provider Agreement.

During review of a Provider Appeal, Agelo may maintain the original compensation adjustment or payout restriction. If the Provider Appeal is upheld, the relevant Supplier Service Fee will be reinstated or corrected under Article 20.

Article 20 - Review and Outcome of a Provider Appeal

20.1 Agelo may consider the Provider Specification, Resource Estimate, A2A logs, Agent execution records, model and tool records, delivery results, service facts established through a Customer Complaint, AUP records, payment and refund records and any other reasonable evidence. Factual information from a Customer Complaint may be used as evidence, but this does not make the Customer a party to the Provider Appeal.

20.2 Agelo may uphold, reduce or reverse the original adjustment to a Supplier Service Fee, restore all or part of a Pending or Available Supplier Service Fee, cancel or modify a payout restriction, or require the Provider to correct an Agent, Workflow, licence or technical configuration.

20.3 If a Provider Appeal is upheld in whole or in part, Agelo will reinstate or credit the corresponding amount in the Provider compensation ledger or correct the amount in the next payout cycle. The reinstatement constitutes performance by Agelo of its B2B payment obligation to the Provider under the Provider Agreement.

20.4 An ordinary service remedy granted by Agelo to a Customer under the Customer Terms is not automatically revoked merely because a Provider Appeal is upheld. If the Customer has engaged in fraud, received a duplicate refund, benefited from a payment error or is otherwise subject to revocation of the remedy by law, Agelo may deal with the matter separately under the Customer Terms.

20.5 Agelo will generally respond within 15 Business Days after receiving a complete Provider Appeal. It may reasonably extend this period and provide a status update where it must await information from a model or tool provider, payment service provider, complex technical investigation, sanctions review or law-enforcement authority.

20.6 A Provider that disputes Agelo's final B2B decision may seek arbitration, litigation or another remedy available under law in relation to the individual contractual dispute between the Provider and Agelo, in accordance with Article 24 of F1.

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Chapter 8 - Payout Procedures

Article 21 - Payout Request

21.1 A Provider may submit a settlement request through the Platform dashboard in respect of Available Supplier Service Fees and must confirm the requested amount, verified receiving account and any information required by the payment service provider. Pending Supplier Service Fees, amounts subject to an active dispute and amounts subject to a risk-control restriction may not be included in a settlement request.

21.2 After approving the request, Agelo will submit a payout instruction to the third-party payment service provider in accordance with Article 13.

21.3 Formal Requirements for a Settlement Request: A settlement request must be submitted personally by the Provider through the Platform dashboard. Agelo does not accept a request made by email, by telephone or through an unverified third party.

21.4 A settlement request is a request for Agelo to discharge an Available Supplier Service Fee recorded in Agelo's B2B supplier ledger. It is not a withdrawal request against a Buyer payment, Agelo Credit balance or other customer-facing payment balance.

Article 22 - Payout Restrictions

22.1 Specific payout rules, including, without limitation, minimum amounts, frequency restrictions and a security-verification period following a bank-account change, will be determined by the Platform according to risk-management requirements and published in the Platform interface.

22.2 Agelo may adjust settlement thresholds, frequency or verification procedures in response to payment-partner, legal or risk-management requirements. A generally applicable change adverse to Providers should, in principle, be subject to reasonable advance notice. A change necessary to prevent fraud, sanctions violations, account takeover or another urgent risk may take effect immediately.

22.3 Payout Fees:

• (a) Third-party financial-institution fees relating to settlement are borne by the Provider and deducted from the Net Supplier Settlement Amount.
• (b) Payout fees include, without limitation, transfer fees, payout fees and bank-wire fees charged by third-party financial institutions.
• (c) If the settlement amount is below the minimum amount required after deduction of applicable fees, the Provider will not be able to submit a settlement request. The applicable minimum amount will be published in the Platform interface.
• (d) A payout fee affects only the Net Supplier Settlement Amount and does not reduce the Supplier Service Fee recorded before settlement. Customer-facing card-processing fees and Agelo operating margin are not settlement-fee deductions.

Article 23 - Treatment of a Rejected Payout

23.1 If a settlement request cannot be completed because verification information is incomplete, verification of the receiving account fails, a tax form is missing, the payment service provider rejects the payout or a risk-control restriction applies, the amount not actually paid will remain recorded as an Available Supplier Service Fee in the Provider compensation ledger. It must not be counted again or treated as newly earned revenue.

23.2 The Provider may submit a new request after supplying the required information, updating the receiving account or having the relevant restriction lifted.

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Chapter 9 - Anti-Money Laundering and Tax Compliance

Article 24 - Anti-Money Laundering Cooperation

24.1 Anti-money laundering cooperation obligations are governed by the Platform-Wide General Terms of Service (F1 §31).

24.2 The Platform may suspend functionality of a relevant account while conducting an internal risk-control investigation. Such suspension does not constitute a breach of contract by the Platform.

Article 25 - Tax Compliance

25.1 The Provider is solely responsible for filing and paying income tax in its jurisdiction.

25.2 The Platform may withhold applicable taxes in accordance with relevant tax laws, including the United States Foreign Account Tax Compliance Act (FATCA).

25.3 The amount stated in a settlement document issued by the Platform on the Provider's behalf will correspond to the amount actually paid by the Platform and will constitute a lawful supporting document for the Provider.

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Chapter 10 - Anti-Circumvention and Compliance Obligations

Article 26 - Limited Anti-Circumvention Provision

26.1 Prohibition on Unauthorised Settlement on Agelo's Behalf: A Provider must not, without Agelo's written authorisation, directly contact a User on Agelo's behalf, make a commitment, issue a refund, enter into a settlement or collect any amount in relation to a transaction, refund, dispute or Chargeback between Agelo and that User.

26.2 Limited Anti-Circumvention Obligation: A Provider must not use non-public User information, requirements data, a Resource Estimate or Platform commercial information obtained through Agelo AI Services to induce a User to circumvent Agelo and directly purchase Agent access or services that are substantially the same as the relevant Agelo AI Service Consumption. The duration, geographic scope and substantive scope of this restriction must be limited to what is necessary to protect Agelo's legitimate commercial interests and must not impose an unreasonable restriction on the Provider's general freedom to conduct its profession or business.

26.3 If a Provider breaches this Article, the Platform may take action under its settlement framework and the Acceptable Use Policy (F6), including account suspension, clawback of earnings, rejection of a payout or permanent account termination, and may claim damages from the Provider.

Article 27 - Agent Availability and Performance Failure

27.1 Scope of this Article: This Article governs the availability and performance of an Expert Agent and does not adopt the concept of "abandoning an order" under a project-engagement or contract-for-work model. If a Provider has marked an Expert Agent as available, but Agelo is unable to invoke that Agent in accordance with the Platform SLA because of a configuration, maintenance, permission, resource, model or Workflow issue attributable to the Provider, this constitutes an Agent Availability and Performance Failure.

27.2 Depending on the nature and severity of the Failure, the Platform may take one or more of the following measures:

• (a) issue a warning;
• (b) suspend the Expert Agent from accepting new Agelo AI Service Consumption;
• (c) cease allocating new traffic;
• (d) adjust a Supplier Service Fee under the Supplier Compensation Policy;
• (e) require the Provider to remedy the Failure; or
• (f) permanently terminate the Provider's account.

27.3 In the exercise of its reasonable commercial discretion, the Platform may determine on a case-by-case basis whether an Agent Availability and Performance Failure has occurred and the appropriate enforcement tier.

27.4 The Platform may decline to process a settlement request for a Supplier Service Fee relating to an Agelo AI Service Consumption affected by such a Failure.

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Appendix A - Cross-References to Other Documents

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End of Document