Asanya Business Terms

1.1 Who provides Asanya

Asanya is a product of Urhere Solutions Ltd (RC – 7171523), a company incorporated under the laws of the Federal Republic of Nigeria ("Urhere", "Asanya", "we", "us" or "our").

Asanya provides technology infrastructure that enables Businesses to structure, manage, attribute and measure commercial activity arising through their relationships with Partners.

1.2 What Asanya does

Depending on the features available under your plan, Asanya may enable your Business to:

• create and manage Partner relationships;
• assign or recognise Partner attribution;
• define and track milestones;
• identify qualifying commercial outcomes;
• calculate or record commission entitlements;
• maintain commission and settlement records;
• provide Partners with relevant commercial visibility;
• connect Asanya to other systems through APIs or integrations;
• maintain audit and activity histories; and
• use other Partner-management capabilities made available by Asanya.

2.1 Creating an account

To use Asanya as a Business, you must create a Business account and provide the information required during registration.

The person creating or administering the account confirms that they:

• have authority to act for the Business;
• may bind the Business to these Terms; and
• will provide accurate information.

2.2 Account credentials

You are responsible for maintaining the confidentiality of your account credentials and for activity carried out through authorised users of your Business account.

You must promptly notify us if you become aware of unauthorised access or suspected compromise.

3.1 Information required

Asanya may require your Business to provide information including its business or trading name, registered name where applicable, business type, registration status, registration number where applicable, industry, contact details, address, country and other reasonably necessary Business information.

3.2 Submission and review

Where Asanya requires Business Information to be submitted for review:

If further information or correction is required:

3.3 Acceptance is not certification

Acceptance of Business Information by Asanya means that the Business has satisfied the information requirements applicable to its Asanya account at that time.

It does not, by itself, constitute:

• certification of the Business;
• endorsement of the Business;
• verification of every representation made by the Business;
• credit assessment; or
• guarantee of the Business's conduct.

4.1 Plans

Access to Asanya may be offered through monthly, annual, enterprise or other subscription plans. Applicable pricing, Partner limits, user limits, reporting capability, support level and other plan entitlements will be displayed before purchase or otherwise agreed with you.

4.2 Payment

Subscription fees are payable in advance unless otherwise agreed. Applicable taxes, transaction charges and separately priced services may be added where required.

4.3 Plan changes

You may upgrade or change plans subject to the options Asanya makes available.

5.1 Adding Partners

Your Business may add, invite or otherwise connect Partners using the workflows made available by Asanya.

5.2 Authority to provide Partner information

Where you submit information about a Partner before the Partner directly interacts with Asanya, you confirm that your Business has a lawful basis for providing that information and has complied with any applicable transparency obligations.

5.3 Partner identity

A Partner may have a persistent Asanya identity and Partner Code independent of any particular Business relationship. Your Business's relationship with the Partner does not give your Business ownership of the Partner's general Asanya identity.

5.4 Multiple Business relationships

A Partner may have relationships with more than one Business, subject to applicable programme rules, exclusivity arrangements, conflicts of interest, contractual restrictions and Asanya platform controls. A Partner's relationship with one Business does not, by itself, make that Partner visible or available to any other Business on Asanya.

5.4 (A) Visibility of Business-onboarded Partners

A Partner onboarded to Asanya by a Business will remain private to that Business by default.

Where Asanya makes Partner discovery or Partner-access functionality available, a Business-onboarded Partner may become visible or available to other eligible Businesses only where:

• the originating Business has permitted the Partner to be made available beyond its own account;
• the Partner has consented to such wider visibility or availability;
• the Partner is eligible for such visibility under applicable Asanya rules;
• such visibility does not breach any exclusivity arrangement, conflict restriction or other applicable programme condition; and
• the accessing Business has the applicable Asanya access right, plan or permission.

Any wider visibility will be limited to information that Asanya permits to be shown for Partner discovery and engagement purposes. Information relating to the originating Business's programmes, customers, commercial activity, commissions, confidential information or other restricted data will not become visible to another Business merely because the Partner is made discoverable.

Asanya may provide controls enabling the originating Business and/or the Partner to withdraw or modify such visibility, subject to existing engagements, applicable contractual obligations and the preservation of required platform records.

6.1 Purpose of attribution

Attribution connects relevant customers, opportunities, subjects, activities or commercial outcomes to the Partner associated with them.

6.2 Attribution methods

Depending on the functionality available, attribution may arise through:

• Partner Codes;
• Partner links or other identifiers;
• Business confirmation;
• customer or participant nomination;
• manual recording;
• authorised uploads;
• API or system-generated events; or
• other supported attribution methods.

6.3 Attribution subject

Where applicable, attribution may attach to a particular subject, such as a customer, merchant, employer, account, transaction, opportunity or another Business-defined entity.

6.4 Attribution duration

Your Business may configure or agree an attribution period, which may include a fixed number of days or months, a contract period, a defined programme period, another configured period, or another basis supported by Asanya.

6.5 Reassignment and expiry

Where attribution has already been assigned to a Partner, the later use of another Partner's code or identifier does not automatically displace the existing attribution unless the applicable Business rules or Asanya functionality expressly allow it.

7.1 Milestones

Your Business may define one or more milestones representing progress within an attributed commercial relationship.

7.2 Qualifying Outcome

A Qualifying Outcome is the Business-defined event that establishes that the relevant commercial value required under your programme has occurred.

7.3 Business-defined rules

Your Business is responsible for determining, subject to the functionality made available on Asanya:

• which events constitute milestones;
• which event constitutes a Qualifying Outcome;
• whether a Qualifying Outcome is for attribution and performance tracking only, or gives rise to a monetary commission or other reward;
• where a monetary commission applies, the applicable commission rule, amount, percentage, threshold or other calculation basis;
• where other reward or recognition functionality is made available on Asanya, the applicable reward or recognition conditions;
• whether recurring attributed activity or recurring Qualifying Outcomes are recognised and, where applicable, rewarded;
• applicable exclusions, thresholds, caps, attribution periods or duration; and
• any other commercial or programme conditions applicable to the relevant Partner relationship.

7.4 Event accuracy

Where your Business manually confirms an event or transmits an event through an integration, you are responsible for the accuracy of the underlying Business information.

8.1 Application of this section

This Section 8 applies only where your Business has configured a monetary commission in respect of a Partner programme or Qualifying Outcome.

A Partner relationship, attribution, milestone or Qualifying Outcome may be recorded and managed on Asanya without any monetary commission being payable. Where no monetary commission applies, Asanya may continue to record and report the relevant attribution, activity and Qualifying Outcomes in accordance with the applicable programme rules.

8.2 Commission rules

Where your Business elects to pay monetary commission, your Business is responsible for determining the applicable commission structure, subject to functionality supported by Asanya. This may include:

• fixed amounts;
• percentages;
• recurring commission;
• tiered commission;
• capped commission;
• thresholds or qualifying conditions; or
• another supported calculation method.

Your Business is responsible for ensuring that its commission rules and related programme terms are accurately configured and communicated to the relevant Partners.

8.3 Commission records

Where monetary commission applies, Asanya may calculate, record and display commission and settlement information, including statuses such as:

The precise terminology, statuses and settlement processes may change as Asanya develops or as different payment or settlement functionality becomes available. Where no monetary commission applies, Asanya will not treat the absence of commission as an incomplete or unsuccessful Qualifying Outcome.

8.4 Business responsibility

Unless Asanya expressly agrees otherwise, your Business remains responsible for paying amounts properly due to its Partners.

8.5 No Asanya-funded wallet

Unless an expressly identified regulated payment arrangement applies, Asanya does not hold Partner money on behalf of your Business. Where Asanya enables payment or settlement through a licensed payment provider, the payment provider may perform the actual movement of funds.

8.6 Failed or delayed settlement

Where a monetary commission has been validly earned under the applicable programme rules, your Business is responsible for settling that commission within the applicable settlement period communicated to the Partner or otherwise configured for the programme. Where settlement fails or remains unpaid beyond the applicable settlement period, Asanya may continue to record the commission as earned, payable, overdue or otherwise outstanding, as applicable.

Where an earned commission remains outstanding, Asanya may, after reasonable notice to your Business:

• notify the affected Partner that the commission remains outstanding;
• issue reminders or settlement notices to your Business;
• require your Business to provide evidence of settlement where payment is said to have been made;
• restrict the creation of new Partner programmes or the onboarding of additional Partners;
• restrict or suspend further commission-generating activity under the affected programme;
• restrict access to selected Asanya functionality until the outstanding commission is resolved;
• suspend the affected programme or, in cases of persistent or material non-payment, suspend the Business account in accordance with these Terms; and
• take any other reasonable platform action necessary to protect Partners, preserve accurate records and maintain the integrity of Asanya.

Any restriction or suspension will not extinguish commissions already earned or remove records relating to existing attributions, Qualifying Outcomes or outstanding Partner entitlements.

8.7 Commission disputes

Where your Business disputes whether a commission has been earned, the Business must raise the dispute promptly and provide the basis for the dispute and any relevant supporting information.

Pending resolution, Asanya may record the relevant commission as disputed rather than settled or cancelled. Asanya may provide or facilitate a dispute-resolution process, including any dispute-resolution functionality made available on Asanya from time to time.

9.1 Transparency and relationship-management principle

Asanya is designed to provide Partners with sufficient permitted visibility into the progress of activity attributed to them. Such visibility serves both:

• (a) commercial transparency: enabling a Partner to understand relevant attribution, Qualifying Outcomes, commission or reward calculations; and
• (b) relationship management: enabling a Partner, where appropriate, to understand the status of an attributed customer, opportunity or other relationship and identify actions or follow-up that may reasonably assist the relevant journey to progress.

Partner visibility does not require disclosure of underlying personal, confidential or commercially sensitive information where status-level information is sufficient.

9.2 Information Partners may see

Depending on the applicable programme, Business configuration and functionality available on Asanya, a Partner may see information including:

• relevant attributed customers, opportunities or other attribution subjects where appropriate;
• milestones and their current status;
• actions completed or outstanding within the attributed journey;
• relevant status changes;
• whether an action is awaiting the customer, the Business or another applicable participant, where this can appropriately be disclosed;
• aggregate qualifying activity;
• Qualifying Outcomes;
• applicable commission or reward calculations;
• amounts earned, payable or outstanding;
• settlement status; and
• relevant activity history.

9.3 Using visibility to manage the relationship

Subject to the applicable programme rules, authority given by the Business, applicable law and appropriate contact permissions, a Partner may use information made available through Asanya to support reasonable follow-up or coordination with the Business, an attributed customer or another relevant participant.

For example, where completion of payment, onboarding, KYC, activation or another Business-defined action forms part of the milestones or Qualifying Outcome, Asanya may show the Partner the relevant status of that action so that the Partner can understand the progress of the attributed relationship. Such visibility does not, by itself, authorise the Partner to act on behalf of the Business.

9.4 Data minimisation

Partner visibility does not automatically entitle a Partner to access underlying customer, employee, identity, KYC, financial or other personal or confidential information.

Where the commercial or relationship-management purpose can reasonably be achieved by displaying a status, confirmation or aggregate information, Asanya may provide that information without exposing the underlying data or documents.

10.1 API integration is optional

Your Business is not required to integrate its systems with Asanya through an API or other technical integration in order to use Asanya. A Business may use the Asanya functionality available to it without connecting its internal systems, website, CRM, commerce platform or other technology to Asanya.

10.2 Using Asanya without an API

Where your Business does not elect API integration, Asanya may still support Partner management and attribution through available non-API workflows, which may include:

• Partner Codes;
• Partner links;
• manual attribution;
• Business-confirmed activity;
• manual recording of milestones and Qualifying Outcomes;
• file or bulk upload where available; and
• other supported workflows.

10.3 Electing API integration

Your Business may choose to integrate Asanya with an authorised external system where the integration is supported, your Business has the necessary authority and technical capability, and applicable integration requirements are met.

10.4 How API integration assists attribution

Where an API or authorised system connection is used, Asanya may receive events from your Business's system and use those events to automate or support:

For example, an authorised Business system may notify Asanya that an attributed customer has completed a qualifying transaction, enabling Asanya to record or process the corresponding event under the Business's configured rules.

10.5 API integration does not change the underlying commercial responsibility

Using an API does not transfer responsibility for your Business's commercial programme to Asanya. Your Business remains responsible for:

• the accuracy of source-system information;
• its Partner rules;
• its commission rules;
• determining the commercial meaning of Business-specific events; and
• ensuring it has authority to transmit the relevant information.

10.6 Event integrity

Asanya may require integrated events to contain unique identifiers and other information necessary to detect duplication, process events reliably and maintain an audit history. Asanya may reject, quarantine, ignore or flag events that are:

• duplicated;
• malformed;
• unauthorised;
• incomplete;
• inconsistent;
• reversed; or
• otherwise incapable of reliable processing.

10.7 Integration assistance

Asanya may make independent Integration Partners available to Businesses requiring implementation assistance. Unless expressly stated otherwise:

• the Integration Partner provides its services independently;
• scope, fees, timelines and deliverables are agreed between the Business and Integration Partner;
• Asanya does not guarantee the Integration Partner's services; and
• use of an Integration Partner is optional.

11.1 Compliance

Each party must comply with applicable data-protection and privacy laws in relation to personal data it processes.

11.2 Asanya Privacy Notice

Urhere processes personal data in accordance with the applicable Asanya Privacy Notice.

11.3 Business responsibility

Your Business is responsible for ensuring that personal information it provides to Asanya has been lawfully obtained and may lawfully be processed for the applicable purpose.

11.4 Roles

The parties' respective controller, processor or other data-processing roles may differ depending on the particular processing activity. Where required, additional data-processing terms or an incorporated Data Processing Schedule will apply.

14.1 Suspension

We may suspend or restrict access where reasonably necessary because of:

• non-payment;
• security concerns;
• suspected fraud;
• material breach;
• unlawful activity;
• serious misuse;
• regulatory requirements; or
• risks to Asanya or other users.

14.2 Business termination

Your Business may terminate its subscription subject to the applicable subscription terms.

14.3 Existing Partner obligations

Termination of the Business's Asanya account does not automatically extinguish commission or other contractual rights already accrued between your Business and its Partners.

14.4 Business-originated Partners after termination

Termination or expiry of your Business's Asanya account does not, by itself, terminate the individual Asanya account or identity of any Partner originally onboarded or introduced to Asanya through your Business.

Where your Business account is terminated or expires for reasons other than a material breach, negligence, wilful misconduct or unlawful act attributable to Asanya, Asanya may, subject to the relevant Partner's consent and applicable law, invite or permit that Partner to remain on Asanya and to become discoverable or available to other eligible Businesses through any Partner-access or Partner-discovery functionality made available on Asanya.

Your Business's consent will not be required for such post-termination visibility where:

• the Partner has independently consented to remain on Asanya and to be made available to other Businesses;
• the Partner is not subject to a valid and continuing exclusivity or other contractual restriction that would prohibit such participation;
• Asanya does not disclose your Business's confidential information, customer information, programme information, commission arrangements or other restricted Business data to another Business; and
• the Partner otherwise satisfies the eligibility requirements applicable to Partner discovery or access on Asanya.

The Partner's continued participation on Asanya does not transfer to another Business any rights, confidential information, commercial arrangements or programme history belonging to your Business.

Where termination of your Business account results directly from a material breach, negligence, wilful misconduct or unlawful act attributable to Asanya, Asanya will not rely on that termination alone as a basis for making Business-originated Partners available to other Businesses under this clause.

14.5 Existing restrictions and Partner choice

Nothing in clause 14.4 prevents a Partner from maintaining an independent Asanya account or entering into relationships with other Businesses where permitted under the Partner's existing contractual obligations and applicable Asanya rules.

Asanya may request the Partner's consent to wider visibility at or after termination and may provide the Partner with controls to accept, decline or subsequently withdraw such visibility, subject to existing engagements and records that Asanya is required to retain.

15.1 Platform availability

We will use reasonable efforts to provide Asanya reliably but do not guarantee uninterrupted or service uptime availability.

15.2 Business decisions

Your Business remains responsible for its decisions concerning Partners, customers, commission structures and commercial relationships.

15.3 Third parties

We are not responsible for the acts or omissions of:

• your Partners;
• your customers;
• independent Integration Partners;
• external systems;
• payment providers; or
• other third parties,

except to the extent liability cannot lawfully be excluded.

16.1 Governing law

These Terms and the relationship between your Business and Asanya are governed by the laws of the Federal Republic of Nigeria.

16.2 Business and Partner disputes

Where a dispute arises between your Business and a Partner in connection with attribution, milestones, a Qualifying Outcome, commission, settlement, programme terms, Partner visibility, discoverability, availability or access rules, or another activity recorded or managed through Asanya, the Business and Partner should first make reasonable good-faith efforts to resolve the dispute directly.

Urhere Solutions may, where appropriate, facilitate communications between the Business and Partner and may, with the consent of the parties, act as a neutral mediator or otherwise support an informal resolution process.

In doing so, we do not assume the underlying contractual, payment or other liability of either party merely because the relevant relationship, activity or dispute is recorded or managed through Asanya.

16.3 Interim platform measures

While a Business–Partner dispute is being resolved, Asanya may take reasonable interim platform measures where necessary to preserve records, prevent further prejudice, protect platform users or maintain the integrity of Asanya. Such measures may include:

• recording an entitlement or Qualifying Outcome as disputed;
• preserving the applicable attribution, activity and audit records;
• temporarily restricting relevant programme activity;
• preventing disputed records from being altered or deleted;
• restricting further commission-generating activity where reasonably necessary; or
• applying any other platform restriction or sanction permitted under these Terms.

The application of an interim platform measure does not, by itself, constitute a determination of the legal rights or liabilities of the Business or Partner.

16.4 Future integrated dispute-resolution mechanisms

Asanya may from time to time make available or integrate a structured dispute-resolution framework or third-party dispute-resolution service for disputes arising through the platform. Where such functionality becomes available, a dispute may be referred to that mechanism subject to:

• (a) the consent required from the parties to the dispute;
• (b) the terms and procedures applicable to the relevant dispute-resolution mechanism; and
• (c) any applicable law.

The relevant mechanism may include facilitated negotiation, mediation, conciliation, neutral evaluation, arbitration or another dispute-resolution process supported by Asanya from time to time.

Asanya will communicate the applicable process and any fees, procedural rules or consequences before a party becomes bound to use that mechanism.

16.5 Disputes between your Business and Asanya

Where a dispute arises between your Business and Asanya concerning these Terms, your Business account, subscription, use of the platform or any act or omission of Asanya, the parties will first make reasonable good-faith efforts to resolve the matter directly.

Where the dispute is not resolved through direct engagement, the parties may, by agreement, refer the dispute to any dispute-resolution mechanism then integrated into or made available through Asanya, or to another mutually agreed dispute-resolution process.

Asanya will not act as mediator or neutral decision-maker in a dispute to which Asanya itself is a party.