Asanya Partner 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 and Partners to structure, manage, attribute and measure commercial activity arising through their relationships.

1.2 What Asanya may enable you to do

Depending on the functionality available to you, Asanya may enable you to:

• create and maintain a Partner account and profile;
• receive or accept invitations from Businesses;
• participate in Business Partner programmes;
• use a persistent Partner Code or other attribution tools;
• view activity attributed to you;
• follow relevant milestones and Qualifying Outcomes;
• view applicable commission, reward and settlement information;
• manage aspects of your availability to Businesses where Partner discovery functionality is available;
• maintain an activity and commercial history; and
• use other Partner capabilities made available by Asanya.

2.1 Creating or activating your account

You may join Asanya independently or activate a Partner account following an invitation or onboarding initiated by a Business.

You must provide information reasonably required to establish and operate your account.

2.2 Your persistent Asanya identity

Asanya may assign you a persistent Partner identity and Partner Code independent of any particular Business relationship.

A Business that invited or onboarded you does not thereby acquire ownership of your general Asanya identity or Partner Code.

Your Partner Code may remain associated with you even where an individual Business relationship ends.

2.3 Account credentials

You are responsible for protecting your login credentials and for activity carried out through your account.

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

3.1 Information required

Asanya may require information such as your name, contact details, location, professional or Business information, areas of activity, market or relationship capabilities and other reasonably necessary information.

3.2 Accuracy

You must provide information that is accurate and not materially misleading. You should update material information where it changes.

4.1 Partner account fees

Asanya may offer Partner functionality without charge or may introduce paid Partner services, features or plans from time to time.

Any fee payable directly by you to Asanya will be disclosed before you purchase the relevant service.

4.2 Business programmes

A Business may establish its own commercial conditions for participation in its Partner programme. You are responsible for reviewing the applicable programme terms before participating.

5.1 Business relationships

You may enter into a relationship with a Business through the workflows made available on Asanya. The Business may establish programme-specific rules subject to these Terms, applicable law and Asanya's minimum platform requirements.

5.2 Multiple Business relationships

You may have relationships with more than one Business, subject to applicable:

• programme rules;
• exclusivity arrangements;
• conflicts of interest;
• contractual restrictions; and
• Asanya platform controls.

You remain responsible for complying with valid restrictions you have accepted.

5.3 Business-onboarded Partners are private by default

Where a Business originally adds, invites or onboards you to Asanya, your relationship and profile will remain private to that Business by default unless wider visibility is permitted under these Terms.

5.4 Wider visibility and discoverability

Where Asanya makes Partner discovery or Partner-access functionality available, you may become visible or available to other eligible Businesses only where the applicable requirements are satisfied.

For a Business-onboarded Partner, this will ordinarily require:

• permission from the originating Business where that permission remains applicable;
• your consent to wider visibility or availability;
• your eligibility under applicable Asanya rules;
• compliance with any valid exclusivity or conflict restriction; and
• the accessing Business having the necessary Asanya access right, plan or permission.

5.5 Your consent

Where you join Asanya independently rather than through a Business, Asanya may associate your account with an internal or Urhere-designated network account solely for platform administration, identification, classification or network-management purposes.

Such administrative association does not, by itself:

• create a commercial relationship between you and Urhere or any other Business;
• make you an employee, agent or representative of Urhere;
• create any commission, payment or other commercial entitlement;
• give the administrative account ownership of your Partner identity; or
• restrict your ability to enter into relationships with eligible Businesses, subject to these Terms.

Where Partner-discovery or Partner-access functionality is available, you may elect to become visible or available to eligible Businesses subject to your consent, applicable eligibility requirements, platform rules and access controls.

5.6 Independently joined Partners

Where you join Asanya independently, you may elect to participate in any Partner-discovery or Partner-access network made available by Asanya, subject to eligibility, consent, platform rules and applicable access controls.

5.7 Information shown to other Businesses

Where you become discoverable, Asanya may display information reasonably relevant to Business discovery and engagement.

Your participation with one Business does not, merely because you become discoverable, entitle another Business to access:

• confidential information belonging to the originating Business;
• that Business's customers;
• its commission arrangements;
• programme-sensitive information;
• restricted commercial history; or
• other information that should not reasonably be disclosed.

6.1 Purpose of attribution

Attribution connects relevant customers, opportunities, subjects, activities or commercial outcomes to you where the applicable rules recognise you as the Partner associated with them.

6.2 Attribution methods

Depending on the available functionality, attribution may arise through:

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

6.3 Attribution subject

Attribution may attach to a particular customer, merchant, employer, account, transaction, commercial opportunity or other Business-defined subject.

6.4 Attribution duration

A Business may establish an attribution period such as a defined number of days or months, a contract or programme period, another supported duration or another agreed basis. You should review any attribution-duration rules applicable to the programme.

6.5 Reassignment and expiry

The later use of another Partner's code or identifier does not necessarily displace an existing attribution.

Reassignment, replacement and expiry are governed by the applicable programme rules and Asanya functionality.

7.1 Milestones

A Business may establish 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 the programme has occurred.

7.3 Outcomes do not automatically mean commission

A Qualifying Outcome may be used:

• for attribution or performance tracking only;
• to create a monetary commission entitlement;
• to create another form of reward or recognition where supported; or
• for another programme purpose clearly communicated to you.

The achievement of a Qualifying Outcome does not create a monetary entitlement where the applicable programme does not provide for one.

7.4 Recurring attributed activity

A Business may configure recurring attributed activity or recurring Qualifying Outcomes where supported.

The applicable programme should explain whether later activity remains attributed to you, for how long and whether any additional commission or reward applies.

8.1 When commission applies

This Section applies to monetary commission only where the relevant Business programme provides for monetary commission.

A Partner relationship, attribution, milestone or Qualifying Outcome may exist without any monetary payment being due.

8.2 Commission rules

Where monetary commission applies, the Business determines the applicable rule subject to Asanya functionality. It may include fixed amounts, percentages, recurring commission, tiered commission, caps, thresholds, qualifying conditions or another supported calculation method.

You should be able to review the material commission conditions applicable to you.

8.3 Commission records

Where monetary commission applies, Asanya may calculate, record or display statuses such as:

The terminology and precise workflow may change as Asanya develops.

8.4 Business payment responsibility

Unless Asanya expressly states otherwise, the relevant Business remains responsible for paying monetary amounts properly due to you.

Asanya does not assume the Business's payment obligation merely because it records the commission.

8.5 No Asanya-funded wallet

Unless an expressly identified regulated payment arrangement applies, Asanya does not hold your commission as money in an Asanya wallet.

Where settlement is facilitated through a licensed payment provider, that provider may perform the actual movement of funds.

8.6 Failed, delayed or unpaid settlement

Where the applicable Asanya records indicate that a commission has been validly earned but has not been settled within the applicable period, Asanya may record it as earned, payable, overdue, disputed or otherwise outstanding, as appropriate.

You may use any available process to notify the Business or Asanya that settlement remains outstanding.

Asanya may take reasonable platform measures in accordance with the Business Terms and these Terms, including notices, record preservation, restrictions on affected programme activity or other sanctions reasonably necessary to protect users and platform integrity.

Such measures do not make Asanya the debtor for the outstanding commission.

8.7 Commission disputes

Where a Business disputes whether commission has been earned, Asanya may record the commission as disputed while the issue is being resolved.

You and the Business may be required to provide relevant information concerning the attribution, milestone, Qualifying Outcome or settlement.

9.1 Transparency and relationship-management principle

Asanya is designed to give you sufficient permitted visibility into the progress of activity attributed to you, both to help you understand your commercial position and, where appropriate, to enable you to manage and support the underlying relationship.

Depending on the applicable programme, this may allow you to understand what stage an attributed customer or opportunity has reached, whether relevant milestones have been completed, whether an action remains outstanding and whether reasonable follow-up with the Business or customer may be appropriate.

Such visibility does not entitle you to receive underlying personal, confidential or commercially sensitive information where status-level information is sufficient for the relevant purpose.

9.2 Information you may see

Depending on the programme and functionality available, you may see:

• relevant attributed customers or opportunities where appropriate;
• milestone status;
• completed and outstanding actions;
• relevant status changes;
• whether an action is awaiting the Business, customer or another relevant participant where appropriately disclosed;
• Qualifying Outcomes;
• commission/reward information where applicable;
• settlement status; and
• activity history.

9.3 Relationship follow-up

Subject to the applicable Business programme, your authority, applicable law and appropriate contact permissions, you may use information made available through Asanya to conduct reasonable follow-up or coordination in connection with an attributed relationship.

Asanya's display of a status or outstanding action does not give you authority to act for the Business or access information beyond what has been made available to you.

9.5 Data minimisation

Your commercial visibility does not automatically entitle you to underlying customer, employee or other personal or confidential information that is unnecessary for understanding your attribution or entitlement.

9.6 Minimum transparency

A Business may configure aspects of Partner visibility but should not use such settings to conceal information reasonably necessary for you to understand how a relevant attributed outcome or commission was calculated.

10.1 Partner Code

Asanya may issue you a permanent or persistent Partner Code. Your Partner Code identifies you for supported attribution purposes but does not itself guarantee that every activity involving the Code qualifies for attribution or commission.

10.2 Proper use

You must not:

• transfer your Partner identity to another person;
• knowingly permit another person to impersonate you;
• manipulate links, codes or tracking methods;
• misrepresent the commercial terms of a Business programme; or
• use your Partner Code in a manner prohibited by the applicable programme.

10.3 Business systems and APIs

Some information visible in your Asanya account may originate from the Business's own system, an API, authorised upload or Business confirmation.

Asanya may use such information to record the operational progression, where applicable.

11.1 Compliance

You must comply with applicable privacy and data-protection requirements in relation to personal information you process through Asanya.

11.2 Asanya Privacy Notice

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

11.3 Information you provide

You are responsible for ensuring that any third-party personal information you provide through Asanya has been lawfully obtained and may lawfully be used for the relevant purpose.

11.4 Data minimisation

You must not submit unnecessary personal information merely to support attribution or Partner activity.

14.1 Suspension

Asanya may suspend or restrict your account or particular functionality where reasonably necessary because of:

• security concerns;
• suspected fraud;
• manipulation of attribution;
• material breach;
• unlawful activity;
• serious misuse;
• regulatory requirements; or
• risks to Asanya, Businesses or other users.

14.2 Ending a Business relationship

The end of your relationship with a particular Business does not, by itself, terminate your Asanya Partner identity or account.

Existing programme obligations, valid contractual restrictions and accrued rights may continue.

14.3 Closing your Asanya account

You may request closure of your Asanya account subject to outstanding disputes, applicable retention requirements and any process Asanya makes available.

14.4 Existing rights

Termination of a Business relationship or your Asanya account does not automatically extinguish monetary commission or other contractual rights already accrued between you and a Business.

14.5 Business termination and your continued participation

Termination or expiry of a Business's Asanya account does not, by itself, terminate your individual Asanya identity.

Where the Business account terminates or expires for reasons other than a material breach, negligence, wilful misconduct or unlawful act attributable to Asanya, Asanya may, with your consent and subject to applicable law, invite or permit you to:

• remain on Asanya; and
• become discoverable or available to other eligible Businesses where Partner-access or Partner-discovery functionality is available.

The former Business's consent will not be required where:

• you independently consent to remain and become available;
• you are not subject to a valid continuing exclusivity or other restriction;
• the former Business's confidential or restricted information is not disclosed; and
• you satisfy applicable Asanya eligibility requirements.

Where termination of the Business account directly results from a material breach, negligence, willful misconduct or unlawful act attributable to Asanya, Asanya will not rely on that termination alone as the basis for making you available to other Businesses.

14.6 No transfer of Business information

Your continued participation on Asanya does not transfer a former Business's customers, confidential information, programme rights, commission arrangements or other proprietary information to you or another Business.

15.1 Platform availability

We will use reasonable efforts to provide Asanya reliably but do not guarantee uninterrupted availability, or any particular service uptime unless separately agreed.

15.2 Business decisions and programme terms

Businesses remain responsible for their programme rules, commercial decisions and payment obligations. Asanya is not responsible for a Business's failure to engage you, retain you, generate opportunities or pay commission, except to the extent liability arises directly from an act or omission for which Asanya is legally responsible.

15.3 Third parties

We are not responsible for the acts or omissions of Businesses, customers, payment providers, external systems or other third parties except to the extent liability cannot lawfully be excluded.

15.4 Liability cap

To the maximum extent permitted by applicable law, Asanya's aggregate liability to you arising out of or in connection with these Terms or your use of Asanya, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will be limited to losses that are direct, reasonably foreseeable and properly established.

Subject to clause 15.5, Asanya's aggregate liability will not exceed:

• (a) where you have paid fees directly to Asanya, the total fees actually paid or payable by you to Asanya during the 12 months immediately preceding the event giving rise to the claim; or
• (b) where you have paid no fees directly to Asanya during that period, an amount equivalent to the subscription fees payable for 12 months under Asanya's lowest-priced generally available paid Business subscription plan at the time the event giving rise to the claim occurred.

Where a claim arises after termination of your account, the applicable cap will be determined by reference to the relevant fees or subscription plan applicable immediately before termination.

This limitation applies to the aggregate of all claims arising from the same or related events and does not create a separate liability limit for each claim.

15.5 Matters not subject to limitation

Nothing in these Terms excludes or limits any liability, right or remedy to the extent that such liability, right or remedy cannot lawfully be excluded or limited under applicable law.

15.6 No consequential or speculative loss

To the maximum extent permitted by applicable law, Asanya will not be liable for indirect, incidental, special, punitive, exemplary or consequential loss, or for loss of anticipated profit, opportunity, goodwill or reputation, except to the extent such loss cannot lawfully be excluded.

Any claim against Asanya must be supported by reasonable evidence of the loss actually suffered and the causal connection between the alleged act or omission and that loss.

16.1 Governing law

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

16.2 Partner and Business disputes

Where a dispute arises between you and a Business in connection with:

• attribution;
• milestones;
• a Qualifying Outcome;
• commission;
• settlement;
• programme terms;
• Partner Availability Rules; or
• another activity recorded or managed through Asanya,

you and the Business should first make reasonable good-faith efforts to resolve the dispute directly.

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

Asanya does not assume the underlying contractual, payment or other liability of either party merely because the relationship or dispute is managed through Asanya.

16.3 Interim platform measures

While a dispute is being resolved, Asanya may take reasonable interim measures to:

• mark an entitlement or Qualifying Outcome as disputed;
• preserve attribution, activity and audit records;
• temporarily restrict relevant programme activity;
• prevent disputed records from being improperly altered or deleted;
• restrict further commission-generating activity where reasonably necessary; or
• apply another platform restriction or sanction permitted by these Terms.

Such an interim measure does not itself determine the legal rights or liabilities of you or the Business.

16.4 Future integrated dispute-resolution mechanisms

Asanya may make available or integrate a structured dispute-resolution framework or third-party dispute-resolution service.

A dispute may be referred to such mechanism subject to:

• any consent required from the parties;
• the terms and procedures of the applicable mechanism; and
• applicable law.

The mechanism may include facilitated negotiation, mediation, conciliation, neutral evaluation, arbitration or another supported process.

Applicable fees, rules and consequences will be communicated before you become bound to a particular mechanism.

16.5 Disputes between you and Asanya

Where a dispute arises between you and Asanya concerning these Terms, your account or an act or omission of Asanya, you and Asanya will first make reasonable good-faith efforts to resolve the matter directly.

Where unresolved, the parties may by agreement refer the matter to any suitable dispute-resolution mechanism then made available through Asanya or another mutually agreed process.

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