BIT Reseller Agreement (Operator ↔ Reseller)

Parties: Stichting Outpapier ("Operator", "Provider") and the approved reseller identified in the signature block ("Reseller")
Effective / last updated: 2026-03-25
Status: This Agreement governs the Reseller's purchase, distribution, and resale of BIT within the Catalog/Bitcash ecosystem. It is entered into under the authority of the BIT Issuance & Distribution Addendum between Roberto Bourgonjen ("Licensor/Developer") and the Operator, and the Catalog Server and Client Software License Agreement (together, the "Upstream Agreements"). If there is a conflict between this Agreement and the Upstream Agreements, the Upstream Agreements control.

Trademark notice. Bitcash® is a registered trademark of Roberto Bourgonjen (the "Bitcash Mark"). Reseller may reference the Bitcash Mark only as necessary to accurately describe the BIT credits it sells, and must follow any brand guidelines provided by the Operator or the Licensor.

1) Purpose and scope

This Agreement governs:

  • the Reseller's purchase of BIT inventory from the Operator;
  • the Reseller's distribution and sale of BIT to its own end users;
  • the receipt of BIT by the Reseller as payment for content and services;
  • applicable fees, expiration, and reclamation rules; and
  • the Reseller's obligations regarding disclosure, compliance, and record-keeping.

2) Definitions

2.1 BIT

"BIT" means prepaid service credits within the Catalog/Bitcash ecosystem, as described in the Bitcash Whitepaper and the Operator's Webshop Terms.

2.2 Inventory

"Inventory" means the Reseller's dedicated pool of BIT, purchased from the Operator, from which the Reseller distributes BIT to its end users. The Inventory also includes BIT received back from end users as payment for the Reseller's content or services, and BIT returned from expired wallets.

2.3 Reseller Webshop

"Reseller Webshop" means the Reseller's own online storefront through which it sells BIT to end users, using its own payment provider.

2.4 Reseller Webshop Terms

"Reseller Webshop Terms" means the end-user-facing terms that the Reseller must present at checkout when selling BIT, as described in §6.

3) Inventory acquisition

3.1 Purchase from the Operator

The Reseller purchases BIT from the Operator for EUR at the price set by the Operator. The purchased BIT is credited to the Reseller's Inventory within the Operator's internal ledger.

3.2 No independent issuance

The Reseller may not create, mint, or issue BIT or any substitute token. The Reseller's sole source of BIT is the Operator.

3.3 Inventory cap

The Reseller may not sell or distribute more BIT than is available in its Inventory at any given time. The system enforces this constraint; the Reseller shall not attempt to circumvent it.

4) Distribution to end users

4.1 Reseller Webshop sales

The Reseller sells BIT from its Inventory to end users through its Reseller Webshop, using its own payment provider, at prices the Reseller determines. The sold BIT is transferred from the Reseller's Inventory to the buyer's Bitcash Wallet.

4.2 Reseller Webshop Terms required

The Reseller must present each buyer with Reseller Webshop Terms at checkout. The Reseller Webshop Terms must, at minimum, include the disclosures set out in §6.

4.3 Permitted use of BIT

  1. The Reseller may accept BIT only as payment for digital content and services offered on the Reseller's own website. No other trades, exchanges, or transactions involving BIT are permitted — including but not limited to exchanging BIT for fiat currency, other tokens, physical goods, or services provided by third parties.
  2. The Reseller must use only the official Bitcash Wallet software as provided by the Operator for all BIT-related operations, including inventory management, distribution to end users, and acceptance of BIT payments. The Reseller may not develop, deploy, or offer to end users any alternative software, plugin, or interface for holding, transferring, or spending BIT.
  3. End users on the Reseller's platform must interact with BIT exclusively through the official Bitcash Wallet as provided by the Operator. The Reseller must not offer or direct end users to any third-party wallet, payment tool, or alternative mechanism for handling BIT.

4.4 No misleading claims

The Reseller must not market BIT as an investment, security, savings product, or speculative instrument. The Reseller must not promise appreciation, yield, or profit from holding BIT. The Reseller must not suggest that BIT is redeemable for cash.

4.5 Demo Wallets

The Reseller may issue Demo Wallets to end users at no charge, drawing from its own Inventory, subject to the rules set out in the BIT Issuance & Distribution Addendum §3.5. In summary:

  1. Demo Wallets are identified by a distinct Wallet Code format: {operator-prefix}-DEMO-XXXX-XXXX-XXXX-XXXX.
  2. BIT in a Demo Wallet is spendable only at the single (web)site chosen by the Reseller at the moment of creation. When issued by the Reseller, the chosen site must be one of the Reseller's own sites; this creates a closed loop in which any bits consumed by the recipient flow back into the Reseller's Inventory.
  3. BIT in a Demo Wallet cannot be transferred to another wallet. The bits exit the wallet only through service consumption at the chosen site, or, on expiration, by returning to the Reseller's Inventory.
  4. A Demo Wallet receives exactly one credit at creation and cannot be topped up.
  5. A Demo Wallet expires at the end of its expiration term, measured from the moment of creation. Unlike regular wallets, the expiration is not reset by activity. The Reseller chooses the expiration term at creation, which may range from 1 day to 1 year. Unspent BIT at expiration is returned to the Reseller's Inventory via the cascade mechanism described in the Bitcash Whitepaper §5.8.
  6. Demo Wallets may not be sold or offered for purchase. They are strictly free-of-charge invitation instruments. The Reseller may not use Demo Wallets as an alternative distribution channel for BIT.
  7. Demo Wallets are intended for short-term, incidental marketing campaigns only — not as a structural or ongoing distribution mechanism.
  8. Demo Wallet creation is part of the distribution chain and is fee-free. Service payments made from a Demo Wallet at its bound site are usage transactions and incur the standard platform fee and network fee in the normal way (see BIT Issuance & Distribution Addendum §4.6).
  9. The Reseller funds Demo Wallets from its own Inventory.
  10. The Operator shall provide the Reseller with the tools necessary to create and manage Demo Wallets through the official Bitcash Wallet software.

End users may also issue Demo Wallets from their own paid-for balance (the chosen site need not be a Reseller's own site in that case). The Reseller acknowledges that Demo Wallets issued by end users targeting one of the Reseller's sites are economically equivalent to a regular content payment by the issuer for the recipient's benefit, and all bits consumed by the recipient flow into the Reseller's Inventory in the normal way.

4.6 Gift Vouchers

The Reseller may issue Gift Vouchers to end users at no charge, drawing from its own Inventory, subject to the rules set out in the BIT Issuance & Distribution Addendum §3.6. The Reseller acknowledges, however, that Gift Voucher bits are spendable on any site under the Operator (including sites operated by other Resellers), and that the Demo Wallet (§4.5) is generally a more appropriate instrument for promoting the Reseller's own services. The choice between the two is at the Reseller's discretion.

Gift Vouchers may not be sold, offered for purchase, or exchanged for money, services, goods, or any other form of consideration. They are strictly gratuitous gifts. The Reseller may not require or solicit any counter-performance, obligation, or reciprocal commitment from the recipient as a condition of receiving, redeeming, or using a Gift Voucher.

Both Gift Voucher creation and Gift Voucher redemption are part of the distribution chain and are fee-free. The recipient of a Gift Voucher receives the full balance the sender placed in the voucher. Service payments made from the recipient's wallet after redemption are usage transactions and incur the standard fees in the normal way (see BIT Issuance & Distribution Addendum §4.6).

End users may also issue Gift Vouchers from their own paid-for balance.

4.7 No price-reduction mechanisms

Apart from the volume discount tiers set out in the BIT Issuance & Distribution Addendum §4.3, the Reseller may not offer discount codes, coupons, sales vouchers, or any other mechanism that reduces the effective EUR purchase price of BIT. Demo Wallets (§4.5) and Gift Vouchers (§4.6) are not price-reduction mechanisms — they are redistributions of BIT that the Reseller has already paid for at its full purchase price, and do not involve any reduction of the published BIT/EUR rate.

5) Circular flow, fees, and expiration

5.1 Content payments and inventory recycling

When end users spend BIT on the Reseller's content or services, the received BIT flows back into the Reseller's Inventory (less applicable fees) and may be resold. This creates a circular economy at the Reseller level: the initial Inventory purchase seeds the Reseller's economy, and subsequent circulation is sustained by usage velocity.

5.2 Distribution is fee-free

No fees are charged on the distribution chain. When the Reseller sells BIT from its Inventory to an end user, the full amount is delivered to the end user's wallet. Similarly, the Reseller's purchase of BIT from the Operator is fee-free.

5.3 Usage fees

When end users spend BIT on the Reseller's content or services (usage transactions), the following fees apply:

  • Platform fee (0.1%, burned): deducted from every usage transaction and permanently destroyed. This fee is a fixed design parameter of the Bitcash system and cannot be waived by the Reseller or the Operator.
  • Network fee (2%, to the Operator): deducted from every usage transaction in which the Operator is not a party and credited to the Operator's pool. This fee compensates the Operator for operating the network infrastructure that the Reseller's content delivery and payment processing depends on.

5.4 Combined effect

Each content payment from an end user to the Reseller incurs a total deduction of approximately 2.1% (0.1% platform fee + 2% network fee). Even in a perfectly closed loop — where the Reseller sells BIT fee-free, users spend all of it on the Reseller's content, and it all flows back minus fees — the Inventory gradually diminishes, requiring the Reseller to periodically purchase fresh BIT from the Operator.

5.5 Expiration

  1. Wallet expiration is governed by an expiration term and a last-activity timestamp: the wallet's effective expiration is last_activity + term. Any transaction the wallet participates in (credit, debit, or service payment) resets the activity timestamp and extends the effective expiration. Demo Wallets are an exception: a Demo Wallet's expiration is fixed at creation and is not reset by activity (see BIT Issuance & Distribution Addendum §3.5.6).
  2. The term applied to a wallet depends on the source of the most recent dominant credit (a credit at least three times the recipient's existing balance): 10 years for credits from the Operator, 1 year for credits from the Reseller, 1 year for Gift Voucher creations, and 1 day to 1 year (chosen by the issuer at creation) for Demo Wallets. A smaller credit adds to the balance and resets the activity timestamp but does not displace the existing term or return wallet. The full credit policy is described in the Bitcash Whitepaper §5.8.
  3. Upon expiration, unspent BIT is transferred to the wallet's return wallet via the cascade mechanism described in the Bitcash Whitepaper §5.8. For BIT sold by the Reseller, the default return wallet is the Reseller's Inventory; for BIT in a Demo Wallet or unredeemed Gift Voucher issued by the Reseller, the return wallet is also the Reseller's Inventory.
  4. The Reseller must clearly disclose the activity-based expiration mechanism and the default 1-year term applied to its sales in its Reseller Webshop Terms.

6) Minimum disclosure requirements for Reseller Webshop Terms

The Reseller's end-user-facing Reseller Webshop Terms must, at minimum, state:

  1. Nature of BIT. BIT is prepaid service credit for accessing digital content and services within the Catalog/Bitcash ecosystem. BIT is not money, not a bank deposit, not an investment product, and does not bear interest.
  2. No cash redemption. BIT is not redeemable for cash.
  3. Bearer-style wallets. Wallet Codes are bearer instruments — possession enables spending. Loss or theft may result in permanent loss of BIT. The end user is responsible for securing their Wallet Code.
  4. Expiration. BIT in a wallet expires after a term measured from the wallet's last activity (any transaction extends the effective expiration). The default term for BIT purchased from the Reseller is 1 year; for BIT in unredeemed Gift Vouchers, 1 year. Demo Wallets have a fixed expiration from creation (1 day – 1 year, chosen by the issuer) that is not reset by activity. Unspent BIT at expiration is returned to the Reseller's Inventory (or, for Gift Vouchers, to the issuing sender). The full credit policy and dominance rule are described in the Bitcash Whitepaper §5.8.
  5. Fees. Purchasing BIT is fee-free. When spending BIT on content and services, a platform fee of 0.1% (burned) and a network fee of 2% (to the Operator) apply. Whether fees are additive or extractive depends on the transaction type and is specified in the applicable fee schedule.
  6. Ecosystem-scoped spending. BIT is spendable on the Reseller's content and services, on other services operated by the same Operator, and — under the Catalog/Bitcash ecosystem's mandatory federation arrangement (Bitcash Whitepaper §8) — on the services of every other licensed Operator in the ecosystem, unless a specific cross-operator path is suspended for legal or compliance reasons.
  7. Non-refundable. BIT purchases are non-refundable once delivered, except where mandatory consumer law requires otherwise.
  8. Reseller identity. The Reseller must clearly identify itself and provide contact information for support.

7) Record-keeping and reporting

7.1 Records

The Reseller shall maintain accurate records of:

  • BIT purchased from the Operator (Inventory acquisitions);
  • BIT sold to end users;
  • BIT issued via Demo Wallets and Gift Vouchers (number of instruments, BIT amounts, dates);
  • BIT received as payment for content and services;
  • BIT returned from expired end-user wallets, expired Demo Wallets, and unredeemed Gift Vouchers; and
  • current Inventory balance.

7.2 Reporting to the Operator

Upon reasonable request, the Reseller shall provide the Operator with summary reports of the above activity. The Operator shall not request reports more frequently than monthly unless a material discrepancy is suspected.

7.3 Audit

The Operator may audit the Reseller's BIT-related records no more than once per year (unless a material discrepancy is suspected), subject to:

  • Notice: at least 14 days written notice.
  • Scope: limited to BIT transactions, Inventory accounting, fee compliance, and verification that the Reseller is not misrepresenting BIT or operating a substitute token program.
  • Timing: during normal business hours, in a manner that minimizes disruption.

8) Compliance

8.1 Jurisdictional compliance

The Reseller is solely responsible for ensuring that its sale and distribution of BIT complies with applicable laws in each jurisdiction where it operates, including tax obligations, consumer rights, and any licensing requirements for prepaid value instruments.

8.2 No investment marketing

The Reseller shall not describe BIT as an investment, security, savings product, or deposit and shall not promise appreciation, yield, or profit.

8.3 No cash redemption

The Reseller shall not offer redemption of BIT for fiat money.

8.4 Fraud and abuse

The Reseller shall cooperate with the Operator in investigating suspected fraud, theft, or abuse involving BIT distributed through the Reseller's platform.

9) Term and termination

9.1 Term

This Agreement is effective from the date of execution and continues until terminated by either party.

9.2 Termination

Either party may terminate this Agreement with 30 days written notice. The Operator may terminate immediately if the Reseller materially breaches this Agreement or the disclosure, compliance, or marketing requirements herein.

9.3 Effect of termination

Upon termination:

  • The Reseller shall cease selling BIT to new end users.
  • Outstanding end-user BIT remains valid and spendable until it expires or is spent.
  • Any remaining Inventory that the Reseller has not sold may be handled as agreed between the parties; absent agreement, it remains in the Reseller's Inventory until the applicable expiration.

10) Liability and governing law

This Agreement is governed by the laws of the Netherlands (excluding conflict-of-law rules). The limitation of liability provisions in the Catalog Server and Client Software License Agreement apply to BIT-related matters under this Agreement to the extent applicable. Disputes arising from this Agreement shall be resolved before the competent courts in the Netherlands, unless the parties agree to alternative dispute resolution.

11) Signatures

Stichting Outpapier Reseller
Name
Title
Date
Signature

End of BIT Reseller Agreement.