Partner Program Agreement

To participate, submit a complete and accurate application at mandu360.com/become-an-agent. Submission does not guarantee approval. Mandu reserves the right to accept or reject any application at its sole discretion without providing reasons.

To be eligible, you must:

• Be at least 18 years of age with full legal capacity to enter into binding agreements;
• Not be a current employee, officer, director, or contractor of Mandu or any of its affiliates;
• Not be an immediate family member of a current Mandu employee or officer;
• Not be seeking to refer yourself or entities you control;
• Have a legitimate business or platform from which you will promote the Service;
• Comply with all Applicable Law in your jurisdiction.

If approved, Mandu will notify you by email, activate your Partner account, assign a Referral Code, and grant access to the Partner Dashboard. Participation commences on the date of Mandu’s approval notification.

Mandu may modify eligibility criteria at any time. If you no longer qualify, Mandu may suspend or terminate your participation under Section 17.

The Partner Program operates on a tiered structure. Current tiers, qualifying criteria, and Commission Rates are published at mandu360.com/partner. Mandu may add, remove, rename, or modify tiers at any time with reasonable notice.

Tier assignment is at Mandu’s sole discretion based on Active Referrals, Partner contribution, conduct, and other published criteria. Both upgrades and downgrades are possible at any time.

Upon approval, Mandu assigns you a unique Referral Code. A referral is attributed to your account only when a prospective customer completes sign-up at mandu360.com/signup using your Referral Code at the time of registration. Mandu’s tracking systems are the sole authoritative record of referral attribution.

You may share your Referral Code via blog posts, social media, email, webinars, or direct communications, provided all activities comply with Section 9 and Applicable Law.

Tracking disputes must be raised in writing at partners@mandu360.com within thirty (30) days of the alleged failure. Mandu’s determination shall be final. Mandu is not liable for referrals that cannot be verified through its tracking systems.

Your Referral Code is personal to you and may not be transferred, sold, or shared to artificially generate referrals. Mandu may deactivate any Referral Code it reasonably believes is being used fraudulently.

A referral qualifies for Commission only if all of the following conditions are met:

• The Referred Customer completed sign-up using your Referral Code at the time of initial registration;
• The Referred Customer is genuinely new and has never previously held a paid Mandu subscription;
• The Referred Customer is not you, a family member, employee, or any affiliated person or entity;
• The Referred Customer converts to a paid subscription within the window specified on the Partner Dashboard — a free trial sign-up alone does not qualify;
• The Referred Customer’s subscription payment is successfully processed and not subsequently refunded, charged back, or disputed;
• Your Partner account is in good standing at the time the referral is made and when Commission accrues.

Self-referral is strictly prohibited. You may not use your own Referral Code to sign up for a Mandu subscription for yourself, your business, any entity you control, or any affiliated person. Commission from self-referrals will be reversed, and repeated violations may result in termination and forfeiture of all accrued Commissions.

Mandu makes no representation or guarantee as to the number of referrals you will generate, conversion rates, or total Commission you will earn. Participation is entirely at your own commercial risk.

Commission is calculated as the applicable Commission Rate multiplied by the Qualifying Revenue (i.e., net subscription fees actually received by Mandu) from each Active Referral during the payout period. Commission accrues only on each successful subscription payment received from an Active Referral. No Commission accrues on free trials, pending payments, refunded amounts, or chargebacks.

Commission Rates are published on the Partner Dashboard and at mandu360.com/partner. Commission Rates may be changed by Mandu at any time in accordance with Section 7.3. There is no guaranteed minimum Commission Rate and no rate is permanent.

Mandu reserves the right to change Commission Rates at any time, including increases or decreases, for any reason. Mandu will provide not less than thirty (30) days’ advance notice of any reduction in Commission Rates applicable to your existing Active Referrals, via email or via the Partner Dashboard. Changes to Commission Rates for new referrals may take effect immediately upon notice. Your continued participation following a Commission Rate change constitutes acceptance. If you do not accept a reduction, your sole remedy is to terminate this Agreement before the effective date.

Commission is recurring — it continues to accrue for as long as an Active Referral maintains a paid subscription in good standing and your Partner account remains active, subject to Commission Rate changes under Section 7.3.

No Commission is payable where: (a) the referral does not meet all criteria in Section 6.1; (b) the referral is a self-referral under Section 6.2; (c) the Referred Customer was already known to Mandu prior to the referral; (d) the subscription fees are refunded, charged back, or waived; (e) the referral was generated through fraud, deception, or prohibited methods; (f) your Partner account is suspended; or (g) the Commission relates to a period following termination, except as provided in Section 17.

Commissions are calculated monthly and paid within forty-five (45) days following the end of the calendar month in which they accrued, provided the Minimum Payout Threshold has been reached.

Commissions are only paid when your unpaid balance equals or exceeds the Minimum Payout Threshold published on the Partner Dashboard. Balances below the threshold carry forward. Mandu may modify the threshold with thirty (30) days’ notice.

Commissions are paid via the method(s) available on the Partner Dashboard, which may change at any time with reasonable notice. You are responsible for maintaining accurate payment details. Mandu is not liable for failed payments due to inaccurate information provided by you.

Commissions are calculated and paid in United States Dollars (USD) unless stated otherwise. Currency conversion costs are your responsibility.

You are solely responsible for all taxes applicable to Commission payments in your jurisdiction. Mandu will not withhold taxes unless required by Applicable Law. You agree to indemnify Mandu from any claims or penalties arising from your tax non-compliance.

Payment disputes must be raised in writing at partners@mandu360.com within sixty (60) days of the relevant payout date. Mandu will review in good faith but its determination is final.

Mandu may reverse, withhold, or claw back Commissions where: (a) the underlying subscription is refunded or charged back; (b) the referral was generated through fraud or a breach of this Agreement; (c) the Commission was paid in error; or (d) required by law. Claw-backed amounts may be deducted from future payments.

You must conduct all Partner activities professionally, honestly, and ethically. Promotional materials must accurately reflect the features and pricing of the Service as published at mandu360.com.

You must clearly and conspicuously disclose in all promotional content that you are a Mandu Partner and may earn a commission. Disclosures must comply with applicable advertising laws including FTC guidelines where applicable.

You are solely responsible for ensuring all activities comply with Applicable Law including data protection, anti-spam, and consumer protection laws.

You are an independent data controller for any personal data of prospective customers you collect. You are solely responsible for your data protection compliance. You must not provide Mandu with personal data without a lawful basis.

You may not make any representation, warranty, or commitment on Mandu’s behalf that is inconsistent with Mandu’s official published materials.

You may not advertise the Service at a price or on terms other than those officially published by Mandu, unless specifically authorized by Mandu in writing.

All Intellectual Property Rights in the Service, the Mandu name, logos, trademarks, and promotional materials are the exclusive property of Mandu and its licensors. Nothing in this Agreement transfers any ownership to you.

Mandu grants you a limited, non-exclusive, non-transferable, revocable license to use Mandu’s Promotional Materials solely to promote the Service in accordance with this Agreement and Mandu’s brand guidelines. This license terminates automatically on termination of this Agreement.

You may not: (a) alter or create derivative works of any Mandu trademark or Promotional Material; (b) use Mandu’s brand beyond your status as a Partner; (c) associate Mandu’s brand with unlawful or offensive content; or (d) use any confusingly similar name, logo, or domain.

Upon termination, you must immediately cease all use of Mandu’s brand assets and remove all references to Mandu and the Partner Program from your channels.

Each party will hold the other’s Confidential Information in strict confidence, not disclose it to third parties without consent, and use it only for performing obligations under this Agreement.

Commission rates and tier criteria are Mandu’s Confidential Information. You may not publicly disclose specific Commission Rates without Mandu’s prior written consent.

Confidentiality obligations survive for three (3) years following termination, except trade secrets which survive indefinitely.

Each party warrants that: (a) it has full legal authority to enter into this Agreement; (b) performance will not violate any other agreement; and (c) it will comply with Applicable Law.

You additionally warrant that: (a) all application information is accurate and current; (b) promotional activities comply with Applicable Law; (c) you have not and will not engage in prohibited conduct; and (d) no restriction prevents your participation in the Partner Program.

Limitations in Sections 15.1 and 15.2 do not apply to: (a) indemnification obligations; (b) gross negligence or wilful misconduct; (c) breach of confidentiality; or (d) liability that cannot be limited under mandatory law.

You agree to defend, indemnify, and hold harmless Mandu and its affiliates from claims, liabilities, losses, damages, costs, and expenses (including legal fees) arising from: (a) your breach of this Agreement or Applicable Law; (b) your promotional activities including representations made to prospective customers; (c) your violation of third-party rights; or (d) unauthorized use of Mandu’s brand.

Mandu will defend you against third-party claims that the Service, used strictly in accordance with this Agreement, directly infringes a valid patent, copyright, or trademark, provided you promptly notify Mandu, grant sole control of the defence, and provide reasonable assistance.

This Agreement commences on the date Mandu approves your application and continues until terminated.

You may terminate by providing thirty (30) days’ written notice to partners@mandu360.com. You must continue to comply with all obligations during the notice period.

Mandu may terminate immediately if: (a) you materially breach and fail to remedy within fourteen (14) days of notice; (b) you engage in fraud or prohibited conduct; (c) you become subject to insolvency proceedings; or (d) your activities damage Mandu’s reputation or business.

Mandu may terminate for any reason upon thirty (30) days’ notice. In such case, you will continue to receive Commissions on Active Referrals for ninety (90) days following the effective termination date, after which no further Commissions accrue.

Mandu may discontinue the Partner Program upon thirty (30) days’ notice to all Partners. Mandu will pay all accrued but unpaid Commissions as of the discontinuation date, with the Minimum Payout Threshold waived.

Upon termination: (a) your right to participate and earn new Commissions ceases; (b) your Referral Code is deactivated; (c) all licenses terminate; (d) you must immediately remove all Mandu references from your channels; and (e) Mandu will pay accrued unpaid Commissions within sixty (60) days if the balance meets the Minimum Payout Threshold (waived on termination without cause or discontinuation). Sections 2, 8.5, 8.7, 10, 11.4, 12, 14, 15, 16, 17.6, 18, 19, and 20 survive.

On termination for cause under Section 17.3, all accrued but unpaid Commissions are forfeited. Mandu may also claw back Commissions previously paid in connection with the conduct giving rise to termination.

This Agreement is governed by the laws of the Republic of Kenya, without regard to conflict of law principles. Mandatory local laws applicable in your jurisdiction are not displaced where they cannot legally be excluded.

Before formal proceedings, the parties agree to good-faith negotiation for not less than thirty (30) days from written notice of the dispute.

Unresolved disputes shall be finally resolved by binding arbitration under the Arbitration Rules of the Nairobi Centre for International Arbitration (NCIA), conducted in English, with the seat in Nairobi, Kenya.

To the fullest extent permitted by law, you waive any right to bring or participate in any class action or representative proceeding against Mandu.

Either party may seek emergency injunctive relief from any competent court to prevent infringement of Intellectual Property Rights or breach of confidentiality.

This Agreement, together with the Privacy Policy (mandu360.com/privacy), constitutes the entire agreement with respect to the Partner Program and supersedes all prior agreements.

Mandu may amend this Agreement by publishing the revised version at mandu360.com/partner-terms. For material amendments, Mandu will provide not less than thirty (30) days’ advance notice. Continued participation constitutes acceptance.

If any provision is found invalid, it shall be modified to the minimum extent necessary, and remaining provisions continue in full force.

No failure to exercise any right constitutes a waiver. Waivers must be in writing and signed by an authorized representative.

You may not assign your rights without Mandu’s prior written consent. Mandu may assign in connection with a merger, acquisition, or sale of substantially all assets.

Neither party is liable for delays caused by circumstances beyond its reasonable control. Payment obligations are not excused.

Notices to Mandu should be sent to partners@mandu360.com. Notices to you will be sent to your registered Partner account email.

You agree to comply with all applicable export control laws and sanctions. You may not refer customers in countries subject to applicable trade sanctions.

You warrant compliance with all applicable anti-bribery and anti-corruption laws and will not make improper payments in connection with this Agreement.

This Agreement is in English. In the event of conflict with any translation, the English version controls.