Partner Terms

1. Programme Overview

The Toledah Partner Program enables professionals and others with trusted business relationships to introduce Toledah to businesses that have a relevant need and are willing to explore a conversation. Partners earn commission when their qualified introductions result in paying customers.

A Partner may participate in the Zaena Partner track, the Solutions Partner track, or both. Each track has its own commission structure, set out in Section 6 and Schedule A.

2. Eligibility and Acceptance

Participation in the Program requires an application through Toledah's designated application process. Toledah may accept, reject, or request further information on any application at its discretion, and may set eligibility criteria for either track from time to time.

Toledah may suspend new applications to a track, or limit the number of active Partners on a track, without that affecting Partners already accepted.

3. Independent Relationship

The Partner is an independent referral partner and not an employee, agent, franchisee, joint venture partner, or legal representative of Toledah. Nothing in these Terms creates a partnership, employment relationship, or agency in the legal sense.

The Partner has no authority to bind Toledah, make commitments on Toledah's behalf, alter Toledah's pricing, or make representations about Toledah's products or services beyond what Toledah has published.

4. Qualified Referrals

A referral qualifies for commission only where all of the following conditions are satisfied and Toledah accepts the referral (a "Qualified Referral"):

1. Genuine relationship or credible access. The Partner has an existing professional relationship with the prospective customer, meaningful access to the relevant decision maker, or another credible basis for making a trusted introduction. Meaningful access requires a credible basis for the prospective customer to recognise, trust or reasonably engage with the Partner. Publicly available contact details, a social media connection alone, or the ability to send an unsolicited message does not, by itself, establish meaningful access.

2. Relevant business need. The Partner has a reasonable basis to believe the prospective customer could benefit from the relevant Toledah product or service.

3. Established interest. Before the referral is submitted, the Partner has communicated with the prospective customer about the potential relevance of Toledah's offering and established that the prospective customer is interested in exploring a conversation.

4. Permission to introduce. The prospective customer has agreed to be introduced to Toledah or has otherwise clearly indicated that they welcome contact from Toledah.

5. Contextual introduction. The Partner makes an introduction through an approved referral mechanism, provides sufficient context about the business need, and connects Toledah with the relevant person. A company name, contact list, cold email address or uncontextualised referral link is not sufficient on its own. Zaena referrals made through the Partner's unique referral link are governed by the Zaena rule below.

6. New opportunity. The prospective customer is not an existing Toledah customer, is not already an active sales opportunity in Toledah's records, and has not already been validly referred by another Partner.

7. Conversion. The prospective customer subsequently becomes a paying customer of an eligible Toledah product or service.

Zaena rule. A Zaena referral is a Qualified Referral where the Partner personally introduced Zaena to the business, the business then creates its Zaena account through the Partner's unique referral link or code, or through an invitation the Partner sends from the Partner Portal (including where the Partner sets the account up with the business's knowledge and authority), and conditions 6 and 7 are satisfied. In those circumstances, creating the account in that way satisfies conditions 1 to 5 and no separate registration or acceptance is needed. A Partner may send a Portal invitation only to a business the Partner has already spoken to about Zaena. Signups that result from public posting of a referral link or code, paid advertising, mass or unsolicited messaging, invitations sent to businesses the Partner has not spoken to, or other cold outreach do not qualify, and Toledah may ask the Partner how they know the business.

Toledah's Partner Portal record of how a Zaena account was created is the authoritative record of the referral. Where a business could be attributed to more than one Partner, it is attributed to the first Partner recorded. Where the Partner Portal gives a Partner view only access to a referred business's account, that access depends on the business's permission and may be used only to support that business.

The Partner is not required to close the sale, determine the technical solution, prepare a specification, negotiate commercial terms or guarantee that the opportunity will convert.

Toledah will determine, acting reasonably, whether a referral satisfies these requirements. Toledah may request reasonable evidence of the Partner's involvement or the prospective customer's interest.

A referral does not oblige Toledah to accept, pursue, price or deliver an opportunity. Toledah retains discretion over qualification, solution design, pricing, contracting and delivery. Commission is earned only in accordance with Section 6 after the applicable payment has been received and retained.

5. Referral Attribution

A referral is attributed to the first Partner whose referral is validly registered and accepted by Toledah. Attribution protection lasts for 90 days for Zaena referrals, running from the date the business creates its account through the Partner's link, code or invitation, and 180 days for Solutions referrals, running from the date of registration. Toledah may extend either period in writing. Once a referral converts into a paying customer within that period, the resulting customer remains attributed to the Partner for the duration of the applicable commission period described in Section 6, regardless of further contact with the business afterward.

Each referral is registered under one track, either the Zaena Partner track or the Solutions Partner track, and earns commission only under that track. A referred business that later buys a product or service belonging to the other track does not earn commission under that other track for the Partner who referred it, unless Toledah agrees otherwise in writing. A Partner who wants to be considered for the other track must register a new referral under it, and Toledah may accept or reject that referral under Section 4.

Toledah may reject a referral as a duplicate where the prospective customer has already been referred, already contacted Toledah directly, or is already in Toledah's sales pipeline at the time of the new referral.

A Partner may request a review of a referral or attribution decision by contacting Toledah within 14 days of the decision. Toledah's determination following review is final, subject to applicable law.

6. Commission

Commission is payable only for a Qualified Referral accepted by Toledah under Section 4. Registering a prospective customer or providing contact details does not, by itself, create an entitlement to commission.

Zaena Partner track. The Partner earns 20% of the qualifying subscription amount paid by a customer whose conversion resulted from the Partner's Qualified Referral. The customer must have created its Zaena account through the Partner's unique referral link or code, or an invitation sent from the Partner Portal, as described in the Zaena rule in Section 4. The qualifying subscription amount is the amount paid by the referred customer for their paid Zaena subscription, excluding VAT, refunds, chargebacks, and credits. This does not include separately charged professional services or other charges outside the subscription price. This commission is recurring: it continues for as long as the referred customer remains an active, paying Zaena subscriber. If a referred customer changes subscription plans, the Partner's commission is calculated based on the eligible subscription revenue received for the customer's current plan.

Solutions Partner track. Where a customer engages Toledah for a custom solution, software or systems project, automation, integration, data or analytics work, optimization or analysis, or another professional engagement that Toledah agrees with the business (a "Referred Engagement") resulting from the Partner's Qualified Referral, the Partner earns commission on the Qualifying Fees for that engagement. The Partner is responsible for establishing the business need, the prospective customer's interest and a willing introduction. The Partner is not required to identify or recommend the technical or professional solution. Toledah assesses the opportunity and decides the appropriate scope, price and terms of any engagement.

Solutions commission rates. Commission is calculated on a marginal scale on the cumulative Qualifying Fees for the Referred Engagement: 20% of Qualifying Fees up to US$4,000 (about ₦5.3 million); 15% of the portion above US$4,000 up to US$15,000 (about ₦20 million); and 10% of the portion above US$15,000. Each rate applies only to the portion of Qualifying Fees that falls within its band. Naira figures are indicative, using ₦1,330 to US$1; the US dollar figures govern.

Qualifying Fees means the fees for Toledah's own professional services under the Referred Engagement that the business has paid and Toledah has received and retained. Qualifying Fees exclude: taxes, including VAT; refunds, credits, chargebacks, discounts and rebates; reimbursed expenses; third party costs that Toledah passes on to the business, including software licences, hardware, hosting and cloud infrastructure, payment processing fees and similar charges; amounts Toledah collects on behalf of another party; late payment fees and interest; and support, maintenance, hosting, subscription and other recurring fees, including Zaena subscriptions (which fall under the Zaena Partner track). No commission is earned on amounts the business has not paid, or that Toledah has not received.

Follow on work. Further project work for the same business that Toledah reasonably determines extends, or directly results from, the Referred Engagement, and that is contracted within 12 months of the date the first Referred Engagement was agreed ("Follow On Work"), counts towards the same Referred Engagement and its cumulative Qualifying Fees. Work contracted after that period, and separate projects that do not extend or result from the Referred Engagement, are not covered by the original referral. A new referral is required for them, and Toledah may decline to accept it under Section 4.

Currency. Where the business pays in a currency other than US dollars, each payment is converted to US dollars at the official rate published by the Central Bank of Nigeria on the date Toledah receives the payment, for the purpose of applying the bands above.

Current rates and thresholds for both tracks are set out in Schedule A, which Toledah may update for future referrals without amending these Terms, as described in Section 17.

7. Commission Calculation and Payment

Commission is calculated monthly, after month-end, based on payments Toledah actually received during that month. A 30-day hold applies from the date of payment before the corresponding commission becomes payable, to allow for refunds and reversals.

If a payment giving rise to a commission is subsequently refunded, reversed, charged back, or otherwise not retained by Toledah, the corresponding commission is not payable, or is deducted from future commission payments if already paid. If there is no future commission from which to deduct, the Partner must repay the amount to Toledah within 30 days of written notice.

Approved commission is paid by bank transfer within 15 business days of month-end, subject to a minimum payout threshold of ₦10,000 (for local partners) and $25 (for international partners). Amounts below the threshold carry over to the following month. The Partner is responsible for providing accurate payment details and for any taxes arising from commission received.

8. Customer Relationship

A referred business becomes a customer of Toledah directly, on Toledah's standard terms for the relevant product or service. The Partner does not own or control the customer relationship, and Toledah may communicate with, support, invoice, and manage the customer directly at any time.

9. Partner Responsibilities

The Partner agrees to represent Toledah's products and services accurately, and not to make claims, guarantees, or promises about outcomes, features, or pricing that Toledah has not published. The Partner will not impersonate Toledah, send unsolicited bulk communications on Toledah's behalf, offer unauthorised discounts, or refer businesses without an appropriate basis for doing so.

Conflicts of interest and improper payments. The Partner must not refer a business of which the Partner is an owner, employee, officer or agent, or whose purchasing decisions the Partner influences, unless the Partner has first disclosed that connection to Toledah in writing and Toledah has agreed in writing to accept the referral. The Partner must not offer, give, request or accept any payment, gift or other benefit to influence improperly a decision of the referred business or of any public official, and must not share any part of their commission with any employee, officer or procurement decision maker of the referred business, or with any public official. Toledah may decline referrals of government bodies and public institutions, or require additional approval for them. The Partner will comply with all applicable anti corruption and anti bribery laws, including those of the Federal Republic of Nigeria and the Partner's own jurisdiction. Toledah may withhold or reverse commission, reject a referral, and end the Partner's participation where it reasonably believes this paragraph has been breached.

Professional duties and disclosure of commission. Where the Partner is an accountant, auditor, lawyer, financial adviser, registration professional, consultant or other professional owing duties of independence, disclosure or loyalty to the business, an employer or a professional body, the Partner is solely responsible for complying with those duties. Unless the Partner has Toledah's written agreement otherwise, the Partner must disclose to the business, before or when making the introduction, that the Partner may receive a commission from Toledah, and must obtain any consent that their professional obligations or the law require. The Partner confirms that taking part in the Program and accepting commission is permitted by those obligations and by any agreement with their employer. Toledah may ask the Partner to confirm that disclosure has been made, and may decline, suspend or reverse a referral where it has not.

The Partner will not attempt to manipulate referrals, register self-referrals, create fraudulent accounts, or otherwise abuse the Program. Toledah may investigate suspected abuse and withhold or reverse commission connected to it.

10. Brand and Marketing

Toledah may provide the Partner with logos, descriptions, or other materials for use in referring businesses. The Partner may use these only as provided, and may not alter Toledah's trademarks, register advertising using Toledah's name or trademarks without permission, or otherwise use Toledah's brand in a way Toledah has not authorised.

11. Data Protection and Privacy

The Partner must only submit personal information about a prospective customer where the Partner has a lawful basis to do so and is authorised to share it.

The preferred referral method is a contextual introduction made with the prospective customer's knowledge and agreement. The Partner may introduce the parties directly by email or another approved method, or use a referral link where appropriate. A referral link does not remove the requirement to establish genuine interest and satisfy the qualification requirements in Section 4.

Toledah processes referral information in accordance with its Privacy Policy and the Nigeria Data Protection Act, 2023.

12. Confidentiality

The Partner will keep confidential any non-public information shared by Toledah in connection with the Program, including commercial terms, referred customer details, and unreleased product information, and will use that information only for participating in the Program.

13. Intellectual Property

Toledah retains all rights in its products, trademarks, and materials. Nothing in these Terms transfers any intellectual property to the Partner beyond the limited right to use provided marketing materials as described in Section 10.

14. Termination

Either party may end participation in the Program at any time, for any reason, by giving notice to the other. Toledah may terminate a Partner's participation immediately for fraud, abuse of the Program, or material breach of these Terms.

15. Effect of Termination

Ending participation in the Program stops new referrals from being registered. It does not affect commission already earned, or commission that continues to accrue under Section 6 on businesses validly referred and converted before termination, unless the termination was for fraud, abuse, or material breach connected to those referrals. The Partner must stop using Toledah's brand and marketing materials once participation ends.

16. Liability and Disclaimers

The Program is provided on an "as is" basis. To the maximum extent permitted by law, Toledah is not liable for indirect or consequential losses arising from participation in the Program, and Toledah's total liability to a Partner under these Terms will not exceed the commission paid to that Partner in the preceding 12 months.

17. General

These Terms, together with Schedule A, are the entire agreement between the Partner and Toledah regarding the Program. Toledah may amend these Terms or Schedule A at any time; material changes to Sections 1 through 16 will be communicated to active Partners in advance, and take effect for referrals registered after the effective date. The Partner may not assign their participation in the Program without Toledah's consent. If any provision of these Terms is found unenforceable, the remaining provisions continue in effect.

18. Governing Law

These Terms are governed by the laws of the Federal Republic of Nigeria. Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of Nigeria.

19. Contact

For questions about the Partner Program or these Terms, contact support@toledah.com.

Schedule A — Commercial Terms

Solutions Partner bands. Applied marginally to cumulative Qualifying Fees for each Referred Engagement.

Naira figures use an indicative rate of ₦1,330 to US$1. The US dollar figures govern. Example: Qualifying Fees of $20,000 earn $800 on the first $4,000, $1,650 on the next $11,000 and $500 on the last $5,000, a total of $2,950.

Toledah may update this Schedule for referrals registered after the effective date of the update, without amending the rest of these Terms.