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Affiliate Program Terms and Conditions
iPay AFFILIATES PROGRAM Terms and Conditions PLEASE READ THE ENTIRE AGREEMENT. THIS IS A LEGAL AGREEMENT BETWEEN ANY ENTITY OR PERSON PARTICIPATING IN THE iPAY AFFILIATES PROGRAM (‘the Affiliate’ or ‘You’) AND FIVESPOT KENYA LTD t/a iPay (‘iPay, ‘We’ or ‘Us)’. BY SUBMITTING THE ONLINE APPLICATION, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. Overview This Agreement contains the complete terms and conditions that apply on you becoming an iPay affiliate. The purpose of this Agreement is to lay down a working framework to allow an individual or organization to earn a commission by providing leads and/or recruiting Merchants who will process their payments via iPay.
2. Affiliate Rights & Obligations
2.1. To begin the enrollment process, you will complete and submit the online application https://affiliates.ipayafrica.com/registration/#/registration. As much as we auto-approve applications, it does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program.
2.2. As an iPay Affiliate, you will have access to our Affiliate Dashboard, to allow you to manage and view commissions owed to the Affiliate as well as have a view of the associated merchant transactions. Reports will be updated Monthly based on calendar week and will show:
i). Merchant name
ii). Vendor ID
iii). Total iPay commission
iv). Total affiliate’s commission for each week
3. iPay Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may at our sole discretion notify you of any changes that should be made to your site , or to make sure that your links to our web site are appropriate and to notify you of any further changes that should be made. If you do not make the changes to your site as required, we reserve the right to terminate (or suspend) your participation in the iPay Affiliate Program.
3.2. iPay reserves the right to terminate this Agreement and your participation in the iPay Affiliate Program immediately and with or without notice to you should you commit fraud in your use of the Affiliate Program or should you abuse this program in any way. You hereby agree that, in addition to any other rights and remedies available to us, you will not be eligible to receive any and all commissions otherwise payable to you under this Agreement for fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application and will continue unless terminated in accordance with clause 7 of this Agreement.
4. Target Merchant Profile and Compliance Standards
a. Minimum Transaction Volume
Merchants referred under the Affiliate Program must meet a minimum monthly transaction volume of Kenya Shillings One Hundred Million (KES 100,000,000) or higher.
b. Compliance Standards
Chargeback Policy
o Any merchant exceeding a chargeback ratio of 1% shall be subject to immediate termination from the program.
o Repeat violations of the chargeback threshold shall result in permanent blacklisting of the merchant and disqualification from future onboarding under the Affiliate Program.
4.1 Commission Structure:
a. Affiliates will earn 15% of net revenue generated by the referred merchant.
o Net Revenue = Transaction Fees – Chargebacks/Fraud Losses-administrative costs
b. iPay will pay its affiliates on a Monthly basis for KES transactions
c. USD commissions will be paid monthly if it reaches a minimum of USD 50
e. Disputes arising from payment issues, such as delayed or inaccurate commission payments to affiliates, should be channeled to [email protected]
5.Code of conduct
a. Affiliates are expected to conduct themselves ethically and in a manner that aligns with the values of iPay.
b. Unethical practices, including but not limited to fraud, will result in immediate termination of the program.
c. Onboarding of any merchants that are seen to conduct illegal activities such as Firearms and/or ammunition, pornography and adult content, Hazardous materials, combustibles, and corrosives, Betting and Gambling, money laundering, any unlicensed activities, Credit card fraud, etc will result in immediate suspension or termination of your affiliate account.
d. Affiliates should engage in ethical marketing practices, avoiding misleading tactics or false advertising that could harm the reputation of iPay.
e. Affiliates should refrain from engaging in spam activities, including the sending of unsolicited emails or other forms of unauthorized communication.
f. Affiliates should compete fairly and not engage in practices that undermine the competitiveness of other affiliates or iPay itself.
g. Affiliates may be subject to periodic compliance checks by the iPay to ensure ongoing adherence to the code of conduct.
h. Affiliates are encouraged to maintain open communication with iPay, promptly reporting any issues or concerns related to their activities.
6. Compliance with Laws:
a. Affiliates must comply with all applicable laws and regulations of the Republic of Kenya especially the:
- Data Protection Act (2019)
- AML & CFT guidelines
7. Duration of Agreement:
Each affiliate engagement is valid for 12 months from each merchant activation date.
The one-year affiliate engagement period commences on the date a referred merchant is successfully onboarded into the system.
7.1 Termination and Dispute Resolution
a. Mutual Right to Terminate
Either party may terminate this Agreement at any time, with or without cause, by providing the other party with no less than thirty (30) days’ prior written notice. Notice may be delivered via physical mail or electronic mail to [email protected]. Immediate Termination for Cause
We reserve the right to terminate this Agreement immediately and without prior notice in the following circumstances:
o Upon your material breach of this Agreement; or
o If, in our sole and reasonable discretion, your continued participation in the Affiliate Program may compromise our business integrity, operations, or reputation.
b. Violations Leading to Immediate Action
The following violations will result in immediate enforcement actions, including possible termination, blacklisting, and forfeiture of commissions:
• Fraudulent Referrals:
Immediate forfeiture of all earned commissions and permanent disqualification from the Affiliate Program.
• Chargeback Abuse:
Permanent blacklisting of the offending merchant and any associated affiliate accounts.
c. Dispute Resolution
Affiliates may contest any termination decision or commission-related dispute by submitting a formal written appeal within fourteen (14) days from the date of notification. Appeals submitted after this period may not be considered.
d. Notifications and Deactivation Procedures
1. Program Lifecycle Notifications
Affiliates shall receive official notification:
o At the start of their participation in the Affiliate Program, and
o Three (3) months prior to the expiration of the standard twelve (12)-month program term.
2. Deactivation Process
At the end of the program term:
o A system-generated ticket will be issued to initiate the closure process.
o This ticket shall be directed to the Operations and Finance Departments for review and confirmation.
o Upon confirmation, automatic deactivation shall be effected.
e. Overall Program Termination
In the event of a decision to terminate the entire Affiliate Program or to implement material changes to the terms and conditions, all participating affiliates shall be provided with a minimum of three (3) months’ written notice prior to such termination or changes taking effect.
8. Amendments
We reserve the right to amend any of the clauses contained in this Agreement and any time and in our sole discretion. Any amendments shall be effective upon posting of the amended Agreement ( where?). You are responsible for ensuring that you are up to date with the Affiliate Program compliance. Your continued participation in the Affiliate Program after the effective date of any amendment will constitute an acceptance of the said amendments. If any amendment is unacceptable to you, your SOLE recourse shall be to terminate this Agreement pursuant to Clause 7 hereof.
9. Waiver
No failure or delay by us in exercising any claim, remedy, power or privilege under this Agreement shall operate as a waiver nor shall any single or partial exercise of any right, remedy, claim, power or privilege.
10. Disclaimer
iPay shall not be liable for any delay or failure in performance of its obligations under this agreement which is due to or results from any circumstances beyond its reasonable control. In any such event iPay shall be entitled to delay or cancel delivery of the Service.
11. Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
13.Brand Usage:
a. Affiliates may use iPay branding materials for promotional activities with prior approval.
b. Unauthorized use of branding materials is strictly prohibited.
c. Affiliates should represent the iPay brand accurately and positively, avoiding any actions that could damage the brand's reputation.
14. Privacy Policy
By agreeing to these Terms & Conditions (as amended from time to time), you also acknowledge that you have read and understood our privacy policy https://www.ipayafrica.com/info/Privacy-policy
15. Third Party Beneficiaries and Indemnification
a. This agreement is solely for the benefit of the contracting parties and shall not benefit third parties.
b. Affiliates agree to indemnify and hold iPay harmless from any claims or liabilities arising from their activities.
16. Entire Agreement
16.1 This Agreement and the documents referred to in it, constitute the entire agreement and understanding of the parties and shall supersede any previous agreement between the parties relating to the subject matter of this Agreement. No variation of this Agreement shall be valid unless in writing signed by both parties.
16.2. Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) which it may have relied on in entering into this Agreement. The only remedy available to it shall be for breach of contract under the terms of this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.
17.Dispute Resolution: a. Amicable Discussions The Parties will endeavour to first settle a Dispute by amicable discussions within thirty (30) Business Days from the date of receipt of the letter (sent with acknowledgement of receipt) by either party, or such other time as agreed to in writing by the Parties and notifying the existence of a Dispute (“the Dispute Notification”). b. Mediation If the Parties are unable to resolve the dispute by amicable discussions, the Dispute shall be referred to Nairobi Center for International Arbitration for mediation.
18. Governing Law
a. This Agreement shall be exclusively governed by the laws of Kenya. Should you have any questions concerning these Terms and Conditions, please contact us on Email: [email protected]
b. Official communication between iPay and its Affiliates will be through email to the address you provided on registration
Acknowledgment of Terms and Conditions
I, [Full Name], acknowledge that I have read, understood, and agreed to abide by the Terms and Conditions set forth by Fivespot Kenya Limited. By signing below, I confirm my acceptance of these terms and my commitment to comply with all stated provisions, policies, and obligations. Name: [Full Name] Designation (if applicable): [Title]
Date: [DD/MM/YYYY]
Signature: ___________________