1. INTRODUCTION, SCOPE AND ACCEPTANCE

1.1 Purpose of These Terms

These Referral Agent Terms and Conditions (“Terms”) govern the application, approval, participation, conduct, and commission arrangements of Referral Agents participating in the referral programme operated by [Platform Name] (“the Platform”).

1.2 Scope of the Referral Programme

The Platform may operate a referral programme under which approved Referral Agents introduce new students and parents or guardians seeking tutoring services through the Platform.

The referral programme covered by these Terms concerns referrals of students and parents or guardians only. Referring tutors does not form part of this referral model.

1.3 Application of These Terms

These Terms establish the conditions under which a person may participate in the referral programme and become eligible for referral commissions. All commissions remain subject to the qualifying conditions, calculation rules, verification requirements, and payment arrangements set out in these Terms.

1.4 Related Terms and Policies

Referral Agents must comply with these Terms, the applicable Referral Programme Rules, and any other Platform policies or terms that apply to their referral activities, including applicable privacy, data protection, safeguarding, advertising, and promotional requirements.

Where a provision of these Terms conflicts with a general Platform term, these Terms shall govern the specific referral-agent matter to the extent of the conflict. Programme-specific Referral Programme Rules may override a provision of these Terms only where they expressly address the relevant matter and clearly provide for that override. All such provisions remain subject to applicable law.

1.5 Acceptance of These Terms

A person may participate in the Referral Programme as a Referral Agent only after obtaining approval from the Platform and accepting these Terms in the manner prescribed by the Platform. Acceptance may be recorded electronically or in writing, subject to applicable law.

By accepting these Terms, the person agrees to comply with these Terms, the applicable Referral Programme Rules, and any other terms, policies, or agreements that the Platform expressly makes applicable to Referral Agents in connection with their participation in the Referral Programme.

Where the Platform requires separate acceptance of any additional terms or agreements, the Referral Agent must provide that acceptance in the manner prescribed by the Platform before engaging in the activities to which those terms or agreements apply.

A referral made before the person has obtained the required approval and completed the required acceptance of applicable terms does not, by itself, establish Referral Agent status or create an entitlement to commission.

2. DEFINITIONS AND ELIGIBILITY

For the purposes of these Terms, the following expressions shall have the meanings set out below:

2.1.1 “Platform” means [Insert Platform Name / Legal Entity Name], including its authorized systems, websites, applications, and related services through which tutoring services are offered or facilitated.

2.1.2 “Referral Programme” means the programme operated by the Platform under which approved Referral Agents may introduce new students and parents or guardians to the Platform in accordance with these Terms.

2.1.3 “Referral Agent” or “Affiliate” means an individual or participant who has been approved by the Platform and has accepted these Terms and any other applicable requirements in accordance with Clause 1.5. The term “Affiliate” is used on the Platform to refer to a Referral Agent, and both terms shall have the same meaning under these Terms and Conditions.

2.1.4 “Referral Programme Rules” means any additional written rules, conditions, procedures, or instructions that the Platform may issue from time to time if needed to operate the Referral Programme or a particular referral campaign. Unless and until such additional rules are issued and made accessible to the Referral Agent, no separate Referral Programme Rules shall apply. Any such rules shall supplement these Terms and remain subject to Clause 1.4 and applicable law.

2.1.5 “Referral” means the introduction of a prospective student or parent or guardian to the Platform through an approved referral method that can reasonably be attributed to a Referral Agent.

2.1.6 “Referred Customer” means a student or parent or guardian introduced to the Platform through a Referral Agent's approved referral method, provided that the person satisfies the applicable eligibility requirements for a new referral.

2.1.7 “Existing Platform User” means a person who has or has previously had a registered account on the Platform, whether that account is active, inactive, suspended, closed, or deleted. An Existing Platform User shall not qualify as a new referral merely by creating another account or using a different referral link or code.

2.1.8 “Qualifying Referral” means a Referral that has been validly attributed to a Referral Agent, concerns a new Platform user, and satisfies all applicable eligibility and qualifying conditions under these Terms and any applicable Referral Programme Rules. Registration alone does not establish a Qualifying Referral or create an entitlement to commission.

2.1.9 “Qualifying Subscription Payment” means a subscription payment successfully received by the Platform from a Referred Customer that satisfies the applicable commission eligibility conditions under these Terms and any applicable Referral Programme Rules.

2.1.10 “Net Qualifying Subscription Amount” means the amount attributable to a qualifying subscription payment remaining after all applicable transaction deductions and adjustments specified in Section 5 have been taken into account, without deducting any item more than once.

2.1.11 “Commission” means the amount payable to an eligible Referral Agent in respect of a Qualifying Referral, calculated in accordance with these Terms and any applicable Referral Programme Rules.

2.2 Eligibility to Become a Referral Agent

2.2.1 A person seeking to participate as a Referral Agent must satisfy the eligibility requirements established by the Platform and obtain approval in accordance with Clause 1.5.

2.2.2 A prospective Referral Agent must be at least eighteen (18) years old and legally capable of entering into a binding agreement.

2.2.3 A prospective Referral Agent must provide accurate, complete, and current information reasonably requested by the Platform, including identification, contact, verification, and payment details where applicable.

2.2.4 A Referral Agent must satisfy any reasonable verification, registration, onboarding, or other requirements communicated by the Platform as conditions of participation in the Referral Programme.

2.2.5 A Referral Agent must comply with these Terms, any applicable Referral Programme Rules, other applicable Platform policies and agreements, and all laws applicable to their referral activities.

2.2.6 A Referral Agent must not create, maintain, or use multiple accounts, identities, or registrations for the purpose of obtaining additional referral benefits, circumventing eligibility requirements, or manipulating the Referral Programme.

2.3 Approval and Continued Eligibility

2.3.1 The Platform may approve or reject an application to participate in the Referral Programme based on the applicable eligibility requirements and its legitimate operational, security, compliance, and risk-management considerations, subject to applicable law.

2.3.2 Approval to participate does not exempt a Referral Agent from continued compliance with these Terms or any applicable Referral Programme Rules.

2.3.3 The Platform may request updated information, supporting documents, or further verification where reasonably necessary to confirm a Referral Agent's identity, eligibility, compliance, or entitlement to Commission.

2.3.4 Where a Referral Agent no longer satisfies the applicable eligibility requirements, provides materially inaccurate information, or fails to complete a required verification process, the Platform may restrict, suspend, or terminate the Referral Agent's participation in accordance with these Terms and applicable law.

2.3.5 Approval as a Referral Agent does not guarantee that any referral will qualify for Commission or that any particular amount of Commission will be earned.

2.4 Eligibility of Referred Customers

2.4.1 The Referral Programme applies only to referrals of students and parents or guardians seeking tutoring services through the Platform. Referrals of tutors are outside the scope of this Referral Programme.

2.4.2 A Referred Customer must be a new Platform user who has not previously registered an account on the Platform before the relevant referral is recorded.

2.4.3 A referral involving an Existing Platform User shall not qualify for Commission merely because the person uses a different referral link or code, registers another account, or is subsequently introduced by another Referral Agent.

2.4.4 A Referred Customer must satisfy the applicable registration, payment, verification, attribution, and other qualifying conditions established by these Terms and any applicable Referral Programme Rules.

2.4.5 The Platform may request information reasonably necessary to verify whether a Referred Customer is eligible and whether the referral has been validly attributed to the relevant Referral Agent.

Where a parent or guardian registers, manages an account, or makes a subscription payment on behalf of a student, the student's eligibility as a new Platform user shall be assessed by reference to whether the student has previously had a registered account on the Platform. The parent or guardian's role in registering or paying for the student shall not, by itself, make the student an Existing Platform User or create a separate entitlement to Commission. Any Commission remains subject to the attribution and qualifying conditions under these Terms.

2.5 No Automatic Entitlement to Commission

2.5.1 Becoming an approved Referral Agent or introducing a prospective customer does not, by itself, create an entitlement to Commission.

2.5.2 Commission is payable only where the referral and the relevant subscription payment satisfy the applicable qualifying conditions, attribution requirements, verification procedures, and other requirements set out in these Terms.

2.5.3 The Commission earning period, Commission Cycles, calculation, deductions and adjustments, ten (10)-day processing periods, minimum transferable amount, automatic payment arrangements, and treatment of cancelled, refunded, reversed, charged-back or otherwise ineligible transactions shall be governed by the relevant provisions of Section 5 and, where applicable, any additional Referral Programme Rules issued in accordance with Clause 2.1.4.

3. REFERRAL PROCEDURES AND ATTRIBUTION

3.1 Approved Referral Methods

3.1.1 A Referral Agent may introduce prospective Referred Customers to the Platform only through referral links, referral codes, forms, procedures, or other referral methods expressly provided or approved by the Platform.

3.1.2 A Referral Agent must use approved referral methods in the manner prescribed by the Platform. The Referral Agent must not modify, manipulate, interfere with, misuse, or attempt to circumvent referral links, codes, tracking systems, or other referral mechanisms.

3.1.3 Unless the Platform expressly permits otherwise, a prospective Referred Customer must use the applicable referral link or code, or otherwise have the referral properly recorded through an approved method, when registering or at the stage specified by the Platform. The referral should ordinarily be attributed before the referred person makes their first qualifying subscription payment, subject to Clause 3.1.5.

3.1.4 A Referral Agent must not claim that a referral has been successfully recorded or attributed unless the Platform's records or an express confirmation from the Platform indicate that the referral has been accepted.

Where a referral is not recorded or is incorrectly attributed, the Platform may review reliable supporting evidence and correct the attribution where it is satisfied that the correction is justified under these Terms. Any resulting Commission remains subject to the applicable qualifying conditions.

The Platform may consider a request submitted after this deadline where the delay resulted from a verified Platform system error or other exceptional circumstances that reasonably justify the delay. Nothing in this Clause prevents the Platform from correcting an attribution error that it independently identifies, subject to these Terms and applicable law. Any correction remains subject to the qualifying conditions for Commission under these Terms and does not, by itself, guarantee Commission entitlement.

3.2 Recording and Verification of Referrals

3.2.1 A referral shall be eligible for consideration under the Referral Programme only where it has been recorded through an approved referral method or otherwise expressly accepted by the Platform.

3.2.2 The Platform may use its referral tracking systems, registration records, referral links and codes, timestamps, relevant communications, payment records, and other reasonably available evidence to verify a referral and determine whether it satisfies the applicable qualifying conditions.

3.2.3 The Platform may request additional information or reasonable supporting evidence from a Referral Agent where necessary to verify a referral, confirm attribution, or resolve a dispute.

3.2.4 A referral link click, distribution of a referral code, introduction, registration, or submission of a referral claim does not, by itself, establish a Qualifying Referral or guarantee entitlement to Commission.

3.3 Referral Attribution

3.3.1 Referral attribution determines which Referral Agent, if any, shall receive credit for a referred customer for purposes of the Referral Programme.

3.3.2 A Referral Agent shall be entitled to referral credit only where the referral is genuine, can reasonably be attributed to that Referral Agent, and has been accepted by the Platform in accordance with these Terms.

3.3.3 The Platform shall determine referral attribution using relevant referral records and other reasonably available evidence. The fact that a Referral Agent submits a claim first, knows the referred person, or subsequently shares a referral link or code does not automatically entitle that Referral Agent to referral credit.

3.3.4 Where the Platform identifies a tracking error, incomplete record, or other relevant circumstance, it may consider additional evidence and correct an attribution decision where reasonably justified and permitted by these Terms and applicable law.

3.4 Competing Referral Claims

3.4.1 Where two or more Referral Agents claim credit for the same referred customer, the Platform shall assess the competing claims using relevant evidence, which may include referral records, the use and timing of referral links or codes, registration records, communications relating to the introduction, and other information reasonably relevant to the dispute.

3.4.2 The Platform shall credit the referral to the Referral Agent whose genuine referral attribution is accepted by the Platform under these Terms. A customer shall not generate duplicate Commission entitlements merely because more than one Referral Agent claims to have introduced them.

3.4.3 The Platform may request further information from the Referral Agents concerned before resolving a competing claim. Each Referral Agent must provide truthful information and reasonably cooperate with the attribution review.

3.4.4 A Referral Agent must not knowingly submit a false, misleading, duplicate, or unsupported attribution claim, or interfere with another Referral Agent's legitimate referral records or tracking mechanisms.

3.5 Effect of Attribution on Commission

3.5.1 Acceptance of referral attribution establishes only which Referral Agent may receive credit for the referral. It does not, by itself, establish that Commission is payable.

3.5.2 Commission remains subject to the eligibility requirements, qualifying subscription payment conditions, Commission earning period and applicable Commission Cycles, deductions and adjustments, ten (10)-day processing periods, minimum transferable amount, payment-detail verification, automatic payment arrangements, and other requirements set out in these Terms.

3.5.3 Where a referral is not successfully recorded, cannot reasonably be verified, or is rejected following an attribution review, the Platform may decline to recognise it for Commission purposes, subject to any correction justified by relevant evidence and applicable law.

4. REFERRAL AGENT CONDUCT AND PROHIBITED ACTIVITIES

4.1 General Standards of Conduct

4.1.1 A Referral Agent must conduct all referral and promotional activities professionally, honestly, respectfully, and in compliance with these Terms and applicable law.

4.1.2 A Referral Agent must act in good faith when introducing prospective customers to the Platform and must not engage in conduct that is fraudulent, deceptive, abusive, exploitative, discriminatory, threatening, or reasonably likely to harm prospective customers, other users, or the Platform.

4.1.3 A Referral Agent must provide accurate, truthful, and reasonably complete information about the Platform and its services and must not deliberately conceal or misrepresent material information when promoting the Platform.

4.2 Truthful Representations and Prohibited Claims

4.2.1 A Referral Agent must not make false, misleading, exaggerated, deceptive, or unauthorized statements about the Platform, its services, tutors, prices, subscription arrangements, promotions, referral commissions, rewards, or any other Platform-related matter.

4.2.2 A Referral Agent must not guarantee or promise any particular academic result, examination performance, educational outcome, tutor availability, tutor performance, admission, qualification, discount, refund, commission, or other benefit unless the Platform has expressly authorized the representation and it is otherwise lawful.

4.2.3 A Referral Agent must not represent that a commission, reward, discount, refund, service, or other benefit is available to a prospective customer unless the Platform has confirmed that the benefit is available and the applicable conditions have been accurately explained.

4.2.4 A Referral Agent must promptly correct any material false or misleading representation they have made about the Platform where reasonably practicable and must cooperate with any reasonable request by the Platform to correct or clarify such information.

4.3 Fraudulent and Prohibited Referral Practices

4.3.1 A Referral Agent must not create, submit, encourage, or knowingly participate in fake, fabricated, automated, duplicate, artificial, or otherwise fraudulent referrals.

4.3.2 A Referral Agent must not refer themselves for the purpose of obtaining Commission or other referral benefits contrary to these Terms or create or use additional accounts, identities, or payment arrangements to circumvent the eligibility requirements of the Referral Programme.

4.3.3 A Referral Agent must not use bots, scripts, automated registrations, fabricated identities, false information, click manipulation, or other artificial means to create or increase referrals or referral benefits.

4.3.4 A Referral Agent must not manipulate or interfere with registrations, subscription payments, bookings, cancellations, refunds, chargebacks, referral records, tracking systems, or other Platform transactions or records for the purpose of obtaining an improper referral benefit.

4.3.5 A Referral Agent must not offer or promise payments, gifts, discounts, rewards, guarantees, or other incentives in connection with a referral unless the Platform has expressly authorized those incentives.

4.3.6 A Referral Agent must not engage in spam, unsolicited bulk messaging, misleading advertising, deceptive promotion, harassment, or other prohibited methods of soliciting referrals.

4.3.7 A Referral Agent must not encourage or facilitate the circumvention of Platform requirements, including by directing customers to avoid applicable subscription payments, verification procedures, safety measures, or other Platform rules.

4.4 Advertising, Branding, and Use of Platform Materials

4.4.1 A Referral Agent may use the Platform's name, trademarks, logos, promotional materials, screenshots, descriptions, referral links, and referral codes only in accordance with the permissions, instructions, and materials provided or approved by the Platform.

4.4.2 A Referral Agent must not alter Platform branding or promotional materials in a manner that is misleading or creates a false impression of official sponsorship, employment, partnership, endorsement, or authorization.

4.4.3 A Referral Agent must not register or use a domain name, social-media account, page, advertising account, business name, or other identifier likely to confuse the public into believing that the Referral Agent is the Platform or is officially authorized to represent the Platform beyond the scope of the Referral Programme.

4.4.4 A Referral Agent must not publish or distribute advertisements, promotional materials, or other communications containing false, misleading, deceptive, unlawful, or unauthorized claims about the Platform.

4.4.5 The Platform may require a Referral Agent to remove, correct, modify, or discontinue any promotional material or representation that does not comply with these Terms, applicable law, or the Platform's reasonable instructions.

4.5 Personal Information and Referrals Involving Minors

4.5.1 Referral Agent must handle personal information obtained in connection with referral activities in accordance with Section 9, applicable privacy and data protection laws, and the Platform's applicable Privacy Policy.

4.5.2 A Referral Agent must not use deceptive, manipulative, exploitative, inappropriate, or unlawful methods to recruit students under eighteen (18) years of age.

4.5.3 A Referral Agent must not request or obtain a minor's personal contact information, or communicate with a minor in connection with referral activities, in violation of applicable law or the Platform's safeguarding, parental or guardian authorization, privacy, or communication requirements.

4.5.4 Where a referral involves a minor, the Referral Agent must comply with all applicable safeguards and must not encourage a minor to bypass any required parent or guardian involvement or authorization.

4.6 No Authority to Represent or Bind the Platform

4.6.1 Participation in the Referral Programme does not authorize a Referral Agent to act on behalf of the Platform, make commitments in the Platform's name, enter into contracts for the Platform, vary Platform terms, collect payments on the Platform's behalf, or otherwise create obligations for the Platform.

4.6.2 A Referral Agent must not describe or present themselves as an employee, official spokesperson, legal representative, or authorized representative of the Platform unless the Platform has expressly granted the relevant authority in writing.

4.6.3 A Referral Agent must refer questions, complaints, requests, or matters requiring official Platform decisions to the Platform where they fall outside the Referral Agent's expressly permitted role.

4.7 Cooperation and Compliance

4.7.1 A Referral Agent must provide truthful information and reasonably cooperate with the Platform in any inquiry concerning referral activity, suspected misconduct, compliance with these Terms, or the validity of a referral or Commission claim.

4.7.2 A Referral Agent must promptly notify the Platform if they become aware of material misuse of referral links or codes, suspected fraudulent referral activity, unauthorized use of Platform branding, or other conduct that may materially compromise the integrity of the Referral Programme.

4.7.3 Compliance with this Section does not guarantee approval of a referral or entitlement to Commission. All referrals and Commission claims remain subject to the other applicable provisions of these Terms.

5. COMMISSION, CALCULATION AND PAYMENT

5.1 Commission Entitlement

5.1.1 A Referral Agent may earn Commission only in respect of a Qualifying Referral and the qualifying subscription payments made by the relevant Referred Customer, subject to these Terms.

5.1.2 The Commission rate shall be ten per cent (10%) of the Net Qualifying Subscription Amount for each qualifying subscription payment, calculated in accordance with Clause 5.2.

5.1.3 A Referral Agent shall not be entitled to Commission merely because a prospective customer registers, creates an account, uses a referral link or code, or expresses an intention to purchase a subscription. The relevant subscription payment must be successfully received by the Platform and satisfy the qualifying conditions established by these Terms.

5.2 Commission Calculation and Applicable Deductions

5.2.1 Commission shall be calculated separately for each qualifying subscription payment at ten per cent (10%) of the Net Qualifying Subscription Amount.

5.2.2 Applicable deductions shall include, where relevant to the particular transaction:

1. discounts, promotional reductions, credits, or other price reductions applied to the subscription;
2. applicable taxes attributable to the Referred Customer's subscription transaction that the Platform is required to collect, remit or pay, excluding taxes or withholding imposed on the Referral Agent's Commission, which shall be handled separately in accordance with Clause 5.2.6 and Section 8;
3. payment-processing fees, transaction charges, and other fees incurred in processing the subscription payment; and
4. refunds, credits, reversals, chargebacks, and other applicable adjustments relating to the subscription transaction.

5.2.3 The Platform shall calculate Commission using the relevant transaction and payment records, taking into account the applicable deductions and adjustments.

5.2.4 Where a subscription transaction is cancelled, or its payment is fully refunded, reversed, charged back, or otherwise determined to be ineligible, the treatment of Commission shall be governed by Clause 5.6.1. Where a partial refund or other adjustment occurs, the Net Qualifying Subscription Amount and any Commission attributable to it shall be reduced accordingly.

5.2.5 No Double Deduction

A discount, promotional reduction or credit already applied in determining the amount payable by the Referred Customer shall not be deducted a second time from that discounted or credited amount. Where the calculation starts with the subscription price before the discount or credit is applied, the applicable discount or credit may be deducted once.

Other applicable taxes, payment-processing fees, transaction charges, refunds, credits, reversals, chargebacks and transaction adjustments shall be accounted for only once in calculating the Net Qualifying Subscription Amount. An item shall not be deducted again to the extent that it has already been accounted for as a deduction in that calculation. The Platform shall use the relevant transaction and payment records to determine which deductions and adjustments apply.

5.2.6 Taxes on Commission

Taxes or withholding imposed on the Commission payable to the Referral Agent shall be treated separately from transaction taxes associated with the Referred Customer's subscription payment. Any applicable tax or withholding on the Referral Agent's Commission shall be handled in accordance with Section 8 and applicable law. Such tax or withholding shall not be deducted again as a transaction cost when calculating the Net Qualifying Subscription Amount.

5.3 Commission Earning Period

5.3.1 The Commission earning period for each Referred Customer shall be sixty (60) calendar days, commencing on the date the Platform successfully receives that customer's first qualifying subscription payment (the “Subscription Date”).

5.3.2 A Referral Agent may earn Commission on all Qualifying Subscription Payments successfully received by the Platform during the sixty (60)-day earning period, subject to the applicable eligibility requirements, attribution rules, deductions and other conditions under these Terms.

5.3.3 The sixty (60)-day earning period shall comprise two consecutive thirty (30)-day Commission Cycles, with the first cycle commencing on the Subscription Date and the second cycle commencing immediately after the first cycle ends.

5.3.4 A Qualifying Subscription Payment received during a Commission Cycle shall be allocated to that cycle and processed in accordance with Clauses 5.4 and 5.5.

5.3.5 A subscription payment received after the expiry of the sixty (60)-day earning period shall not qualify for Commission under that referral, unless the Platform expressly provides otherwise in accordance with these Terms.

5.3.6 The sixty (60)-day earning period determines which subscription payments may earn Commission. The processing and payment of Commission shall be governed by Clauses 5.4 and 5.5.

5.4 Commission Processing Period

5.4.1 Following the end of each thirty (30)-day Commission Cycle, the Platform shall have a processing period of ten (10) calendar days to calculate, verify and pay the Commission due for that cycle.

5.4.2 The Platform shall pay the Commission due for each cycle within its applicable ten (10)-day Commission Processing Period, subject to the minimum payout amount, verification requirements and payment provisions in Clause 5.5.

5.5 Commission Payment Method and Minimum Transfer Amount

5.5.1 Commission shall be paid automatically through M-Pesa to the M-Pesa number provided by the Referral Agent in their Platform account. The Referral Agent must ensure that the nominated M-Pesa number is accurate, active and up to date.

5.5.2 The minimum transferable amount shall be Kenya Shillings Fifty (KSh 50). Where the Referral Agent's aggregate verified and payable Commission balance is below KSh 50, that balance shall be carried forward until it reaches or exceeds KSh 50.

5.5.3 Once the aggregate verified and payable Commission balance reaches or exceeds KSh 50, the Platform shall automatically transfer the entire available payable balance to the Referral Agent's nominated M-Pesa number within the applicable ten (10)-day Commission Processing Period. The Referral Agent shall not be required to submit a withdrawal request.

5.5.4 The Platform may request reasonable verification of the Referral Agent's identity or nominated M-Pesa details before processing payment. Where payment cannot be completed because the details are incorrect, inactive or cannot be verified, payment may be deferred until the issue is resolved, subject to applicable law.

5.5.5 M-Pesa Transfer Charges

Any M-Pesa transaction or transfer fee charged specifically for the payment of Commission to a Referral Agent shall be borne by the Platform and shall not be deducted from the Referral Agent's verified and payable Commission balance.

5.6 Excluded Transactions and Recovery of Commission

5.6.1 No Commission shall be payable in respect of a subscription transaction for which payment is not successfully received by the Platform. Where payment is successfully received, no Commission shall be payable in respect of that transaction if it is cancelled, fully refunded, reversed, charged back, fraudulent, or otherwise determined to be ineligible under these Terms. Any Commission already credited or paid in respect of such a transaction shall be dealt with in accordance with Clause 5.6.2, subject to applicable law.

5.6.2 Where Commission has already been credited or paid in respect of a transaction that is subsequently refunded, reversed, charged back, or otherwise determined to be ineligible, the Platform may reverse the relevant Commission, deduct the amount from future Commission payments, or recover the amount from the Referral Agent, subject to applicable law.

5.6.3 The Platform may withhold or adjust Commission where reasonably necessary to verify a transaction, investigate suspected fraud or abuse, resolve a genuine payment dispute, or determine whether the qualifying conditions have been satisfied.

5.6.4 The Platform shall determine the treatment of excluded transactions using relevant payment records, transaction information, and other reasonably available evidence, subject to these Terms and applicable law.

5.7 Commission Records and Verification

5.7.1 The Platform may maintain records of qualifying referrals, subscription payments, applicable deductions, refunds, reversals, chargebacks, Commission calculations, and Commission payments for verification, accounting, administration, and dispute-resolution purposes.

5.7.2 A Referral Agent must provide accurate information and reasonably cooperate with the Platform where additional information is required to verify a referral, confirm a Commission calculation, or resolve a payment dispute.

5.7.3 The Platform may require additional verification before processing a Commission payment where reasonably necessary to establish the Referral Agent’s entitlement to that payment.

5.7.4 All Commission calculations and payments remain subject to these Terms and applicable law.

6. REFERRAL AGENT ACCOUNTS AND VERIFICATION

6.1 Use and Management of Referral Agent Accounts

6.1.1 A Referral Agent must use their approved account only for activities authorized under these Terms and the Referral Programme.

6.1.2 A Referral Agent must not share their account login credentials with another person, permit another person to use their account to conduct referral activities, or transfer, sell, assign, or otherwise allow another person to take control of their account without the Platform's prior written authorization.

6.1.3 A Referral Agent must not use their account to impersonate another person, misrepresent their identity, or circumvent any account, verification, security, or participation requirements established by the Platform.

6.1.4 The Platform may apply reasonable account security measures and may restrict access to an account where reasonably necessary to protect the Referral Agent, other users, or the integrity and security of the Platform.

6.2 Accuracy and Updating of Information

6.2.1 A Referral Agent must ensure that the information provided to the Platform in connection with their account and participation in the Referral Programme is accurate, complete, and not misleading.

6.2.2 A Referral Agent must promptly update any information that becomes inaccurate, incomplete, or outdated, including contact details and payment information relevant to the administration of the Referral Programme.

6.2.3 A Referral Agent must promptly notify the Platform if they become aware that their account information has been used without authorization or that any material information previously provided to the Platform is incorrect.

6.3 Verification and Supporting Information

6.3.1 The Platform may request reasonable information or supporting documents to verify a Referral Agent's identity, account information, continued eligibility, referral activity, or entitlement to Commission.

6.3.2 A Referral Agent must provide truthful and reasonably requested information within the timeframe specified by the Platform, taking into account the nature and urgency of the request.

6.3.3 The Platform shall use verification information for legitimate purposes connected with administering the Referral Programme, protecting accounts, verifying referrals and Commission claims, preventing fraud, and meeting applicable legal or regulatory requirements, subject to applicable privacy and data protection laws and the Platform's Privacy Policy.

6.3.4 Where a Referral Agent fails to provide information reasonably required for verification, or where the information provided cannot reasonably be verified, the Platform may restrict the Referral Agent's access to referral features or suspend their participation until the issue is resolved, subject to these Terms and applicable law.

6.3.5 Any effect of a verification issue on the withholding, processing, or payment of Commission shall be governed by Section 5 and applicable law.

6.4 Referral Records and Platform Reviews

6.4.1 The Platform may create and maintain records relating to Referral Agent accounts, referral activity, referral attribution, verification, and other matters reasonably necessary to administer and protect the Referral Programme. Records relating specifically to Commission calculations, applicable deductions and Commission payments are addressed in Section 5.7.

6.4.2 Subject to applicable law, the Platform may review relevant records and information to verify compliance with these Terms, investigate suspected irregularities, resolve referral or Commission disputes, and identify possible fraud, abuse, or misuse of the Referral Programme.

6.4.3 A Referral Agent must not knowingly falsify, alter, conceal, destroy, or interfere with records or information reasonably required by the Platform for the purposes described in this Section.

6.4.4 A Referral Agent must provide reasonable cooperation in connection with a review or investigation relating to their account, referral activity, or compliance with these Terms.

6.5 Protection of Account Access

6.5.1 A Referral Agent must take reasonable steps to protect their login credentials and other account security information from unauthorized access or disclosure.

6.5.2 A Referral Agent must promptly notify the Platform upon becoming aware of suspected unauthorized access to, compromise of, or misuse of their account.

6.5.3 The Platform may take reasonable measures to secure, restrict, or temporarily suspend access to an affected account where necessary to investigate suspected unauthorized access, protect account information, or prevent misuse of the Referral Programme.

6.5.4 Any restriction or suspension under this Section shall be applied in accordance with these Terms and applicable law and shall not, by itself, determine whether a previously recorded referral qualifies for Commission. Any related Commission entitlement shall be assessed under Section 5.

7. SUSPENSION, TERMINATION AND CONSEQUENCES

7.1 Grounds for Suspension or Termination

7.1.1 The Platform may suspend, restrict, or terminate a Referral Agent's participation in the Referral Programme where the Referral Agent:

a. breaches these Terms or any other applicable terms or policies governing their participation;

b. provides false, misleading, materially incomplete, or inaccurate information to the Platform;

c. engages in fraudulent, deceptive, manipulative, abusive, or prohibited referral activity;

d. fails to satisfy or maintain the applicable eligibility or verification requirements;

e. misuses the Platform's name, branding, referral links, referral codes, or other materials;

f. engages in conduct that creates a material risk to the Platform, its users, the integrity of the Referral Programme, or compliance with applicable law; or

g. otherwise engages in conduct that reasonably justifies suspension or termination under these Terms or applicable law.

7.2 Suspension and Immediate Protective Measures

7.2.1 The Platform may temporarily suspend or restrict a Referral Agent's account, referral links, referral codes, access to referral features, or participation in the Referral Programme while investigating suspected misconduct, verifying compliance, addressing a security concern, or protecting users or the Platform.

7.2.2 The Platform may take immediate protective action where reasonably necessary to address suspected fraud, account compromise, serious misconduct, unlawful activity, or a material risk to users or the Platform.

7.2.3 Where reasonably practicable and appropriate, the Platform shall notify the Referral Agent of the suspension or restriction and provide a reasonable opportunity to clarify the matter or address the issue. This does not prevent the Platform from taking urgent action where delay could create a material risk.

7.2.4 A suspension or restriction does not, by itself, constitute a final determination that the Referral Agent has breached these Terms or that every pending Commission claim is invalid.

7.3 Termination by the Platform

7.3.1 The Platform may terminate a Referral Agent's participation where a breach is serious, repeated, or not remedied within a reasonable period specified by the Platform, where remedial action is appropriate, or where termination is otherwise reasonably necessary under these Terms or applicable law.

7.3.2 The Platform may terminate participation immediately where reasonably necessary because of fraud, serious misconduct, deliberate manipulation of the Referral Programme, material security risks, unlawful conduct, or other circumstances in which continued participation would present a material risk.

7.3.3 Where reasonably practicable, the Platform shall notify the Referral Agent of the termination and its effective date. Nothing in this clause requires the Platform to disclose information where disclosure would compromise an investigation, security measure, another person's rights, or a legal obligation.

7.4 Termination by the Referral Agent

7.4.1 A Referral Agent may end their participation in the Referral Programme by notifying the Platform through the contact method or procedure designated by the Platform.

7.4.2 Upon termination by the Referral Agent, they must stop carrying out referral activities on behalf of the Referral Programme and must cease using referral links, referral codes, promotional materials, branding, or other resources where continued use is no longer authorized.

7.5 Consequences of Suspension or Termination

7.5.1 Upon suspension or termination, the Platform may disable or withdraw access to the Referral Agent's account, referral links, referral codes, dashboards, promotional materials, and other referral-programme features, to the extent reasonably necessary and permitted by these Terms and applicable law.

7.5.2 Following termination, the former Referral Agent must not represent themselves as an active Referral Agent or imply that they remain authorized to promote the Platform on behalf of the Referral Programme.

7.5.3 Termination does not prevent the Platform from reviewing earlier referral activity, correcting attribution errors, investigating suspected misconduct, or taking other lawful action in respect of conduct that occurred before termination.

7.6 Pending and Outstanding Commission

7.6.1 Suspension or termination does not automatically entitle a Referral Agent to Commission that has not satisfied the qualifying conditions set out in Section 5.

7.6.2 Termination alone shall not automatically cancel Commission otherwise attributable to qualifying subscription payments received within the applicable sixty (60)-day Commission earning period under Section 5. Any such Commission remains subject to the applicable deductions and adjustments, Commission Cycles, processing periods, minimum transferable amount, payment-detail verification, automatic payment arrangements, and other qualifying conditions under Section 5.

7.6.3 The Platform may withhold, adjust, reverse, or recover Commission associated with fraudulent, invalid, refunded, reversed, charged-back, or otherwise ineligible transactions in accordance with Section 5 and applicable law.

7.6.4 Where a Commission claim is under a genuine review or investigation, the Platform may delay processing the affected amount to the extent reasonably necessary and permitted by Section 5 and applicable law. Any undisputed Commission shall be treated in accordance with the applicable payment requirements.

7.7 Rejoining the Referral Programme

7.7.1 A former Referral Agent whose participation has ended may apply to rejoin the Referral Programme, subject to the Platform's approval and the eligibility requirements then applicable.

7.7.2 The Platform may refuse a new application where the former Referral Agent was terminated for fraud, serious misconduct, repeated breaches, or other legitimate reasons connected with the integrity, security, or proper administration of the Referral Programme, subject to applicable law.

7.8 Continuing Obligations

7.8.1 The effect of suspension or termination on accrued rights and obligations, and on provisions intended to continue thereafter, shall be governed by Clause 12.7.

8. INDEPENDENT STATUS, EXPENSES AND TAXES

8.1 Independent Status of the Referral Agent

8.1.1 A Referral Agent participates in the Referral Programme independently and is not an employee of the Platform. The term “Referral Agent” identifies a person approved to participate in the Referral Programme and does not, by itself, create a legal agency relationship between that person and the Platform.

8.1.2 Nothing in these Terms is intended to establish an employment relationship, legal agency relationship, partnership, joint venture, franchise, or other similar relationship between the Referral Agent and the Platform, except to the extent that a particular relationship is expressly established by a separate written agreement or required by applicable law.

8.1.3 A Referral Agent is not entitled, solely by participating in the Referral Programme, to employee benefits, leave, pension contributions, insurance benefits, or other employment-related entitlements provided by the Platform to its employees.

8.1.4 The Referral Agent's authority to represent or bind the Platform shall be governed by Clause 4.6.

8.2 Expenses and Costs

8.2.1 A Referral Agent shall be responsible for their own expenses and costs incurred in carrying out referral and promotional activities, including communication, internet access, transport, advertising, and other operating expenses, unless the Platform expressly agrees otherwise in writing.

8.2.2 The Platform shall not be required to reimburse a Referral Agent for expenses or costs incurred in connection with the Referral Programme unless the reimbursement has been expressly approved by the Platform in writing before the relevant expense is incurred.

8.2.3 A Referral Agent must not incur expenses, make purchases, appoint service providers, or enter into commitments in the name of the Platform or on its behalf without the Platform's prior written authorization.

8.3 Taxes and Statutory Obligations

8.3.1 A Referral Agent shall be responsible for determining and fulfilling their personal tax obligations arising from Commission or other amounts received under these Terms, to the extent required by applicable law.

8.3.2 The Platform may deduct, withhold, report, or remit taxes or other statutory amounts from Commission payments where required or permitted by applicable law.

8.3.3 A Referral Agent must provide accurate tax identification details, declarations, or other information reasonably required by the Platform to comply with applicable tax or statutory obligations.

8.3.4 Nothing in these Terms relieves either party of a tax, reporting, withholding, or other statutory obligation imposed on that party by applicable law.

8.3.5 The tax obligations under this Section shall be distinguished from the transaction-related deductions used to calculate Commission under Section 5. All Commission calculations shall continue to be governed by Section 5 and applicable law.

8.4 No Guaranteed Income or Referral Volume

8.4.1 Participation in the Referral Programme does not guarantee that a Referral Agent will generate any referrals, that any referral will qualify for Commission, or that the Referral Agent will earn any minimum amount of Commission.

8.4.2 The Platform does not guarantee any particular volume of prospective customers, subscriptions, qualifying payments, or other commercial opportunities.

8.4.3 Any Commission entitlement arises only when the applicable qualifying conditions under these Terms have been satisfied.

9. CONFIDENTIALITY, PRIVACY AND DATA PROTECTION

9.1 Confidential Information

9.1.1 For purposes of these Terms, “Confidential Information” means non-public information relating to the Platform, its operations, business activities, systems, commercial arrangements, referral programme, referral records, commission arrangements, promotional strategies, users, or other information that is confidential by its nature or that the Platform identifies as confidential.

9.1.2 Confidential Information does not include information that the Referral Agent can reasonably demonstrate:

a. was lawfully known to the Referral Agent, without restriction on its use or disclosure, before it was disclosed by or on behalf of the Platform;

b. is or becomes publicly available through no breach of these Terms or other duty of confidentiality by the Referral Agent;

c. is lawfully received from a third party who is not subject to a duty of confidentiality preventing that disclosure; or

d. was independently developed by the Referral Agent without the use of or reference to the Confidential Information.

9.1.3 Information shall not be excluded from the definition of Confidential Information merely because it is similar to information known to the Referral Agent or because individual elements of the information are publicly available. An exclusion under Clause 9.1.2 applies only to the specific information that satisfies the relevant condition, and does not automatically exclude a confidential compilation, combination, or arrangement of information.

9.2 Confidentiality Obligations

9.2.1 A Referral Agent must protect Confidential Information against unauthorized access, use, disclosure, copying, distribution, or other misuse.

9.2.2 A Referral Agent may use Confidential Information only to the extent reasonably necessary to perform permitted activities under these Terms and the Referral Programme.

9.2.3 A Referral Agent must not disclose Confidential Information to another person without the Platform's prior written authorization, except where the disclosure is lawfully required or otherwise permitted by applicable law.

9.2.4 Where disclosure is required by law, the Referral Agent shall, where legally permitted and reasonably practicable, notify the Platform before making the disclosure and limit the disclosure to the information legally required.

9.2.5 A Referral Agent must not use Confidential Information to obtain an unauthorized commercial advantage, solicit users for unrelated purposes, compete improperly with the Platform, or otherwise act contrary to these Terms.

9.3 Privacy and Personal Information

9.3.1 A Referral Agent must comply with applicable privacy and data protection laws, these Terms, and the Platform's Privacy Policy to the extent applicable to the Referral Agent's activities.

9.3.2 A Referral Agent must collect, access, use, disclose, or submit another person's personal information only where there is a lawful basis to do so and any consent or authorization required by applicable law has been obtained.

9.3.3 Personal information obtained in connection with referral activities must be used only for the relevant authorized referral purpose and must not be sold, disclosed to unauthorized persons, or used for unrelated marketing, solicitation, or other purposes without a lawful basis and any required authorization.

9.3.4 A Referral Agent must not collect or retain personal information that is unnecessary for the authorized referral activity and must take reasonable steps to ensure that information provided to the Platform is accurate and relevant.

9.3.5 Nothing in these Terms authorizes a Referral Agent to obtain or disclose another person's personal information contrary to Section 4.5, the Platform's applicable privacy requirements, or applicable law.

9.3.6 A Referral Agent must not retain or use a prospective customer's personal contact information beyond what is reasonably necessary to carry out an authorized referral. A Referral Agent must not add a prospective customer to personal marketing lists, disclose the customer's contact information to unrelated third parties, or use that information to solicit the customer for unrelated services without a lawful basis and any consent or authorization required by applicable law.

9.4 Security and Reporting of Incidents

9.4.1 A Referral Agent must take reasonable measures to protect Confidential Information and personal information in their possession or control against unauthorized access, loss, misuse, alteration, or disclosure.

9.4.2 A Referral Agent must notify the Platform without undue delay and, in any event, within twenty-four (24) hours after becoming aware of any actual or reasonably suspected unauthorized access to, loss of, disclosure of, or misuse of Confidential Information or personal information connected with referral activities. The Referral Agent must provide the information reasonably available to them concerning the incident and any further information reasonably requested by the Platform.

9.4.3 The Referral Agent must reasonably cooperate with the Platform in investigating, containing, and addressing an incident referred to in Clause 9.4.2, subject to applicable law.

9.5 Return, Deletion, and Retention of Information

9.5.1 Upon the Platform's reasonable request or upon termination of the Referral Agent's participation, the Referral Agent must cease unauthorized use of Confidential Information and return or securely delete information supplied by or on behalf of the Platform where reasonably required.

9.5.2 The Referral Agent may retain information only to the extent necessary to comply with a legal obligation or exercise or defend a legal claim, provided that the retained information continues to be protected and is not used for an unauthorized purpose.

9.5.3 Nothing in this Section requires the Platform or the Referral Agent to delete or destroy information that must or may lawfully be retained for record-keeping, security, dispute resolution, fraud prevention, or other legitimate purposes under applicable law.

9.5.4 A Referral Agent must securely delete or otherwise dispose of personal information collected for referral purposes when it is no longer reasonably necessary for the authorized referral activity, unless retention is required or permitted by applicable law. Any information retained under a lawful exception must continue to be protected and must not be used for an unauthorized purpose.

9.6 Continuing Obligations

9.6.1 The obligations concerning confidentiality and the protection of personal information continue after suspension or termination of the Referral Agent's participation for as long as the relevant information remains confidential or its protection is otherwise required by applicable law.

9.6.2 Termination of participation does not authorize the Referral Agent to retain, disclose, exploit, or otherwise misuse Confidential Information or personal information obtained through the Referral Programme.

10. LIABILITY, INDEMNIFICATION AND CLAIMS

10.1 Responsibility for the Referral Agent's Conduct

10.1.1 A Referral Agent is responsible for their own referral and promotional activities, including their statements, representations, communications, and conduct in connection with the Referral Programme.

10.1.2 A Referral Agent shall be responsible for losses, liabilities, damages, costs, or claims to the extent caused by the Referral Agent's breach of these Terms, unlawful conduct, negligence, fraud, or unauthorized representations or commitments.

10.1.3 A Referral Agent must not make commitments, admissions of liability, settlements, or other statements on behalf of the Platform unless expressly authorized to do so in writing.

10.2 Indemnification by the Referral Agent

10.2.1 To the extent permitted by applicable law, a Referral Agent shall indemnify the Platform and its owners, directors, officers, employees, contractors, agents, affiliates, and service providers against (a) third-party claims made against any of them; and (b) direct losses, liabilities, damages, costs, and documented legal fees and expenses actually incurred by any of them, in each case only to the extent arising from or caused by:

a. the Referral Agent's breach of these Terms or any other terms expressly applicable to their referral activities;

b. the Referral Agent's unlawful, fraudulent, deceptive, negligent, or unauthorized conduct;

c. false, misleading, or unauthorized representations or commitments made by the Referral Agent;

d. the Referral Agent's infringement or unlawful use of another person's intellectual-property rights, privacy rights, confidentiality rights, or other legal rights;

e. the Referral Agent's unauthorized collection, use, disclosure, or misuse of personal information or Confidential Information; or

f. the Referral Agent's misuse of referral links, referral codes, Platform systems, promotional materials, or other Platform functionality.

10.2.2 The indemnification obligation under Clause 10.2.1 applies only to the extent that the relevant claim, loss, liability, damage, cost, or expense is caused by the Referral Agent's acts, omissions, conduct, or breach. It does not require the Referral Agent to indemnify the Platform for the portion of a loss caused by the Platform's own acts or omissions or for liability that cannot lawfully be transferred to the Referral Agent.

10.2.3 No Double Recovery

The Platform and the other indemnified persons shall not recover compensation more than once for the same loss, cost, expense, or liability under these Terms or any other applicable legal right.

10.3 Handling of Indemnified Claims

10.3.1 Where reasonably practicable and legally permitted, the Platform shall notify the Referral Agent of a third-party claim for which indemnification is sought, provided that a delay in notification shall not relieve the Referral Agent of an obligation except to the extent that the delay materially prejudices the Referral Agent.

10.3.2 Where appropriate, the Platform may assume and control the defence of an indemnified claim, having regard to the nature of the claim, the parties' respective interests, and applicable law.

10.3.3 The Referral Agent must provide reasonable cooperation and information necessary to investigate, defend, or resolve an indemnified claim.

10.3.4 The Referral Agent must not settle an indemnified claim in a manner that admits liability on behalf of the Platform, imposes obligations on the Platform, or materially prejudices the Platform's rights or interests without the Platform's prior written authorization.

10.3.5 Settlement Affecting the Referral Agent

The Platform must not agree to a settlement of an indemnified claim that imposes a financial obligation on the Referral Agent, requires an admission of liability on the Referral Agent's behalf, or otherwise materially affects the Referral Agent's legal rights without the Referral Agent's prior written consent.

10.4 Limitations of the Platform's Liability

10.4.1 Subject to Clause 10.4.4 and to the maximum extent permitted by applicable law, the Platform shall not be liable to a Referral Agent for indirect, incidental, special, exemplary, punitive, or consequential loss or damage arising out of or in connection with the Referral Agent's participation in the Referral Programme.

10.4.2 Subject to applicable law, the exclusions in Clause 10.4.1 may include loss of anticipated profits, revenue, business opportunities, goodwill, or expected referral benefits resulting from circumstances such as service interruptions, technical failures, third-party service failures, or the inability to generate referrals.

10.4.3 To the maximum extent permitted by applicable law, the Platform shall not be responsible for loss or damage caused by the independent acts, omissions, statements, representations, or misconduct of a Referral Agent or another third party, except to the extent that the loss or damage results from the Platform's own breach, acts, or omissions for which it is legally responsible.

10.4.4 Nothing in this Section excludes or limits the Platform's obligation to pay Commission properly due under Section 5 or excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited.

10.5 Application of Applicable Law

10.5.1 The rights, responsibilities, indemnification obligations, and liability limitations set out in this Section are subject to applicable law.

10.5.2 Nothing in this Section requires either party to indemnify the other for liability that cannot lawfully be transferred, excluded, or limited.

10.5.3 The severability of the provisions in this Section shall be governed by Clause 12.2.

11. DISPUTE RESOLUTION AND GOVERNING LAW

11.1 Good-Faith Resolution of Disputes

11.1.1 The Platform and the Referral Agent shall make reasonable efforts to resolve amicably any dispute, disagreement, or claim arising out of or in connection with these Terms, including their interpretation, implementation, breach, suspension, termination, or any Commission entitlement.

11.1.2 A party seeking to resolve a dispute shall, where reasonably practicable, provide the other party with written notice describing the nature of the dispute and the outcome sought, together with relevant information reasonably available to that party.

11.1.3 The parties shall consider the dispute in good faith and attempt to reach a mutually acceptable resolution within thirty (30) days after the notice is received, or within another period agreed by the parties in writing.

11.1.4 Nothing in Clause 11.1 requires either party to accept a settlement proposal or give up a legal right or remedy. If the dispute is not resolved through good-faith discussions, either party may pursue the remedies available under these Terms and applicable law.

11.2 Urgent Legal Relief and Other Remedies

11.2.1 Nothing in Clause 11.1 prevents either party from seeking urgent interim or protective relief from a competent court where necessary to protect its rights, prevent material harm, preserve evidence, or address another urgent matter.

11.2.2 Nothing in this Section prevents either party from taking action necessary to comply with a legal requirement, meet an applicable limitation period, preserve a legal right, or exercise a right to make a complaint or report to a competent authority.

11.3 Governing Law

11.3.1 These Terms and any contractual or non-contractual obligations arising out of or in connection with them shall be governed by and interpreted in accordance with the laws of Kenya, except to the extent that mandatory applicable law requires otherwise.

11.4 Jurisdiction of the Courts

11.4.1 Subject to applicable law and any mandatory rights or remedies that cannot lawfully be excluded or restricted, the courts of Kenya shall have jurisdiction to determine disputes arising out of or in connection with these Terms or the Referral Agent's participation in the Referral Programme.

11.5 Mandatory Rights and Legal Protections

11.5.1 Nothing in this Section excludes, restricts, or limits any right, remedy, jurisdictional rule, or legal protection that cannot lawfully be excluded, restricted, or limited under applicable law.

12. GENERAL PROVISIONS

12.1 Amendments to These Terms

12.1.1 The Platform may amend, update or revise these Terms from time to time to reflect changes in its operations, the Referral Programme, technology, applicable law, security requirements or other legitimate business needs.

12.1.2 The Platform shall communicate material changes through an appropriate channel, which may include the Platform, email, account notifications or another designated communication method. Where reasonably practicable, the notice shall identify the effective date of the changes. Any notice, consultation or acceptance required by applicable law shall be provided or obtained as required.

12.1.3 Administrative, corrective or clarifying changes that do not materially alter the Referral Agent's rights or obligations may take effect when published or otherwise communicated, subject to applicable law.

12.1.4 Changes to these Terms or the Referral Programme Rules affecting Commission rates, qualifying conditions, attribution rules or Commission calculations shall apply only to Referrals made on or after the effective date of the relevant change, unless applicable law requires otherwise. A change shall not retrospectively reduce or remove a Commission entitlement that has already accrued under Section 5. For clarity, nothing in this Clause prevents the Platform from adjusting, reversing, withholding or recovering Commission in accordance with Section 5 where an underlying transaction is refunded, reversed, charged back, fraudulent, invalid or otherwise fails to satisfy the applicable qualifying conditions.

12.1.5 Where a Referral Agent does not agree to a material change, the Referral Agent may stop participating in the Referral Programme and notify the Platform. Any outstanding obligations and Commission entitlements shall remain subject to these Terms and applicable law.

12.1.6 Continued participation after the effective date of amended Terms may constitute acceptance only to the extent permitted by applicable law and where the Referral Agent has received any notice required by law. Where affirmative acceptance is required, the Platform may require the Referral Agent to accept the amended Terms before continuing participation.

12.2 Severability

12.2.1 If any provision of these Terms is held to be invalid, unlawful or unenforceable, that provision shall be interpreted or modified to the minimum extent necessary to make it valid and enforceable, where permitted by applicable law.

12.2.2 If the provision cannot lawfully be made valid or enforceable, it shall be severed to the extent necessary. Where only part of a provision is invalid or unenforceable, the remaining part shall continue to apply to the maximum extent permitted by law.

12.2.3 The invalidity or unenforceability of one provision shall not affect the validity or enforceability of the remaining provisions, except where applicable law requires otherwise.

12.3 Entire Agreement and Order of Precedence

12.3.1 These Terms, together with any Referral Programme Rules validly issued and made applicable under these Terms and any other policies or agreements expressly incorporated or made applicable to Referral Agents, constitute the agreement governing participation in the Referral Programme.

12.3.2 These Terms supersede previous discussions, communications or arrangements concerning the same subject matter, except for a separate written agreement that expressly remains in force.

12.3.3 A particular Referral Programme requirement may be governed by additional written rules or conditions where these have been issued and made accessible to the Referral Agent.

12.3.4 The order of precedence established in Clause 1.4 shall apply whenever these Terms conflict with Referral Programme Rules, policies or other applicable documents. Nothing in this Section permits an additional rule or policy to override these Terms except as expressly permitted under Clause 1.4 and applicable law.

12.3.5 The Platform's Privacy Policy shall govern the processing of personal information to the extent that it specifically addresses privacy and data-protection matters, subject to applicable law.

12.4 No Waiver

12.4.1 A failure or delay by either party in exercising a right or remedy under these Terms shall not constitute a waiver of that right or remedy.

12.4.2 A waiver of a particular breach shall not constitute a waiver of any subsequent breach or of any other provision.

12.4.3 A waiver shall be effective only to the extent intended and permitted by applicable law. Nothing in this Clause prevents either party from exercising a right or remedy at a later time.

12.5 Assignment and Transfer

12.5.1 A Referral Agent shall not assign, transfer or otherwise dispose of any rights or obligations under these Terms without the Platform's prior written authorization, except where such restriction is prohibited by applicable law.

12.5.2 The Platform may assign or transfer its rights and obligations under these Terms in connection with a merger, acquisition, restructuring, sale of assets or similar lawful business transaction, subject to applicable law.

12.5.3 Any permitted assignment or transfer shall not, by itself, extinguish Commission entitlements or other rights that accrued before the transfer, subject to these Terms and applicable law.

12.6 Notices and Contact Details

12.6.1 Questions, complaints, requests and other communications concerning these Terms or participation in the Referral Programme may be submitted through the contact details or communication channels designated by the Platform.

12.6.2 The Platform may communicate with the Referral Agent using the email address, account notifications or other contact details provided or recorded during registration or subsequently updated by the Referral Agent.

12.6.3 Each party shall take reasonable steps to keep its relevant contact details accurate and up to date. A Referral Agent shall promptly notify the Platform of any change to the Referral Agent's contact details.

12.6.4 Where applicable law prescribes a particular method or procedure for delivering a legal notice, that method or procedure shall apply. Where no particular method is prescribed, notices may be delivered through the official contact details or communication channels designated by the relevant party, subject to applicable law.

12.6.5 The Platform may update its contact details by publishing or communicating the revised details through an appropriate channel.

Platform contact details:

Email: support@vazaki.com

Address: Nairobi

Telephone: 0797606888 / 0797606912

12.7 Survival

12.7.1 Suspension, termination or expiry of these Terms or the Referral Agent's participation shall not affect rights, obligations or liabilities that accrued before the suspension, termination or expiry.

12.7.2 Provisions which by their nature or purpose are intended to continue after suspension, termination or expiry shall remain effective to the extent necessary, including provisions concerning Commission entitlements and adjustments, confidentiality, privacy and data protection, indemnification, liability, dispute resolution, governing law and other accrued rights or obligations.

12.7.3 Any continuing obligation shall remain subject to its express terms and applicable law.