Partner Program Terms

1. About these terms

These terms are an agreement between you and XenFi Systems Limited ("XenFi", "we", "us"), a company based at Plot 30 Bukoto Street, Kampala, Uganda. They govern your participation in the XenFi Partner Program (the "Program"), including the partner dashboard, referral links, QR codes, commission, rewards and payouts.

They apply in addition to our Terms of Service and Privacy Policy. If these terms and the Terms of Service conflict on anything about the Program, these terms apply.

By creating a partner account, sharing a referral link or code, or accepting any commission or reward, you accept these terms. If you do not accept them, do not join or use the Program.

2. Joining the Program

• You must be at least 18 years old and legally able to enter into a contract where you live.
• You may hold one partner account. It is personal to you and may not be shared, sold or transferred, or operated on behalf of someone else.
• The information on your account must be true, complete and kept up to date. That includes your name, contact details, country, and the identity documents you submit.
• You must complete identity verification before you can invite earlier clients or withdraw money. We may ask for further documents at any time.
• We decide whether to accept an application, and we may decline one without giving a reason.
• You are responsible for keeping access to your email and phone secure and for everything done through your account.

3. Your relationship with XenFi

You take part in the Program as an independent person or business. You are not an employee, agent, franchisee or legal representative of XenFi, and nothing in these terms creates a partnership or joint venture in the legal sense, whatever the Program is called. You may not make promises, sign agreements or accept payments on XenFi's behalf.

The Program is not exclusive. You may promote other products, and we may work with any number of other partners, including in your area. You pay your own costs of taking part, such as airtime, data, transport and printing, unless we agree otherwise in writing.

4. How referrals are attributed

4.1 Referral links, QR codes and your partner code

When someone opens your referral link or scans your QR code, we store your partner code in a cookie in that browser for 30 days. If a new business account is created on XenFi from that browser within those 30 days, the business is attributed to you. They do not need to open your link again when they come back.

• The first link counts. If the browser already holds another partner's code, opening your link does not replace it, and the business is attributed to the partner whose link was opened first.
• Attribution depends on the cookie reaching signup. It can be lost if the business signs up on a different device or browser, in private browsing, after clearing browser data, with cookies blocked, or after the 30 days have passed. We are not responsible for referrals lost this way, although you can ask support to review a genuine case under section 4.3.
• Campaign tags on your link are for your own tracking. They do not change attribution or commission.

4.2 Businesses that joined before the Program

For a business that joined XenFi before the Program started, you may ask it to confirm that you introduced it. The business receives a request by email and must agree before anything is recorded. Every request is screened by XenFi, and we may contact the business directly to check it. A request may be declined, and one that has been accepted may later be reversed, if we find the business was not genuinely introduced by you.

4.3 Attribution by XenFi staff

Where a business you genuinely introduced was not attributed automatically, you may ask support to review it with evidence of the introduction. We may attribute the business to you, or decline, at our discretion. Our decision is final.

4.4 Our records decide

A business can be attributed to one partner at a time. Our records decide who that is. Neither you nor a business can change an attribution. Only XenFi can, and we may correct, transfer or remove an attribution that was recorded in error, that is disputed by the business, or that was obtained in breach of these terms. An attribution is a basis for earning commission. It does not give you any ownership of, or right to control, the business or its account, and every referred business remains a customer of XenFi.

5. Commission

• Commission is a share of the net revenue XenFi earns from an attributed business: what XenFi keeps from that business's activity after third-party costs such as payment provider charges. It is never a share of the business's own sales, and a referred business never pays more because of you.
• Commission rates, levels and rewards are published on our partner page and in your dashboard. We may change them at any time. Changes apply from the date they take effect and do not reduce commission already credited to your wallet.
• No commission is earned on revenue XenFi has not actually collected, including amounts owed on credit or overdraft, or on revenue that is later refunded, reversed, charged back or written off.
• Where a business trades in a different currency from your wallet, commission is converted at the market rate less a conversion buffer shown in your dashboard, to cover exchange movement before payout.
• Commission is calculated from our records, and those records decide the amount. If you believe an amount is wrong, tell support within 60 days of it appearing in your dashboard.
• We may withhold, adjust or reverse commission and rewards that were credited by mistake, that relate to reversed revenue, or that were earned in breach of these terms, including after they have been paid out. We may recover a reversed amount by deducting it from your balance or future commission.
• Levels depend on the number of qualifying clients, meaning businesses that have been on XenFi for a minimum period and are actively trading, as described in your dashboard. We may change the qualifying criteria.
• You earn commission from a business for as long as it remains attributed to you, you remain in good standing, and the Program continues. Commission is not guaranteed for any period or amount.

6. Withdrawals and payouts

• You may withdraw your available balance once it meets the minimum for your market. Minimums, fees and supported payout methods are shown in your dashboard and may change.
• Payouts are made only to a mobile money or bank account registered in your own name, matching your verified identity. We will not pay to an account in anyone else's name.
• Every withdrawal may be reviewed before it is sent. We may delay, hold or decline a withdrawal while a review is open, while your account is limited, or where we suspect a breach of these terms or the law.
• You are responsible for the accuracy of your payout details. We are not liable for money sent to details you provided that turn out to be wrong.
• You are responsible for declaring and paying any tax due on your earnings. Where the law requires us to deduct tax, we will.
• We may deduct from your balance any amount you owe us, including reversed commission and payout fees.

7. Program rules

These rules protect the businesses that use XenFi and the partners who grow the Program honestly. You must not:

Claiming clients

• Claim or request a business you did not genuinely introduce to XenFi. That includes looking up existing XenFi customers, asking them for the email address they use with XenFi, or sending them confirmation requests when you did not bring them to XenFi.
• Refer yourself, or any business you own, run or control, or that is owned or run by someone acting for you.
• Create fake, duplicate or unused business accounts, or ask anyone else to.
• Pay or reward anyone to sign up who does not genuinely intend to use XenFi.
• Encourage a business attributed to another partner to close its account and sign up again through your link, or otherwise try to take a client from another partner.
• Hold more than one partner account, or use someone else's account or identity.

Promoting XenFi

• Send spam: unsolicited bulk messages by SMS, WhatsApp, email or social media, or messages to people who have asked you to stop.
• Use contact lists that you bought, scraped or otherwise obtained without the consent of the people on them.
• Say or imply that you are a XenFi employee, official representative or support agent.
• Make false or misleading statements about XenFi, including about prices, fees, features, availability, discounts or results, or make promises XenFi has not authorised.
• Make false or misleading statements about competitors or other providers.
• Charge a business any fee for XenFi or for joining through you, collect payments meant for XenFi, or ask a business for its XenFi password or sign-in codes.
• Bid on "XenFi" or similar terms in paid search or social advertising, or register domain names, pages, profiles, apps or groups that use the XenFi name or could be mistaken for XenFi.
• Place your link or QR code where it is not permitted, or on content that is unlawful, hateful, sexually explicit, or that promotes gambling or scams.

Protecting the Program

• Tamper with referral links, cookies or attribution, or with any fraud check, or use scripts, bots or automated tools to generate clicks, signups or requests.
• Give false information to XenFi, including in identity documents, payout details, or evidence for a referral.
• Break any law that applies to your activity, including data protection, anti-spam, consumer protection, anti-bribery and anti-money-laundering laws.

8. Screening, reviews and fraud prevention

We check the Program continuously, using automated systems and reviews by our staff. We may:

• screen every client request before it is confirmed;
• contact any business attributed to you, or that you have contacted, to confirm how it came to XenFi;
• compare account, device, network and payout information across partners and businesses to detect self-referral, duplicate accounts and other abuse;
• ask you for information or documents, which you must provide promptly;
• limit your account while a review is open, which pauses withdrawals while commission continues to be recorded.

We decide the outcome of a review. We are not required to tell you how activity was detected, or to share evidence where doing so would weaken our fraud prevention or expose other people's information.

9. Information about your clients

To help you keep your clients trading, your dashboard may show limited information about businesses attributed to you, such as the business name, plan, country, owner's name and phone number, and whether the business is active. You must:

• use it only to help that business with its use of XenFi;
• keep it confidential, and never sell, publish or share it, add it to marketing lists, or use it to promote anything else;
• handle it in line with the data protection laws that apply to you, including Uganda's Data Protection and Privacy Act, 2019 and Kenya's Data Protection Act, 2019;
• stop using it and delete any copies when the business is no longer attributed to you or you leave the Program.

We may reduce or remove the information shown to partners at any time.

10. XenFi's name and materials

While you are in good standing, we give you a limited, personal, non-exclusive and revocable permission to use the XenFi name, logo and the materials we provide in your dashboard, only to promote XenFi under these terms. You may not alter our logo or materials, create materials that could be mistaken for official XenFi communications, or register any trademark, business name or domain that includes "XenFi". We may withdraw this permission at any time, and it ends automatically when you leave the Program. All rights in XenFi, its software, brand and materials remain ours.

11. Limiting, suspending and closing accounts

11.1 Leaving the Program

You may leave the Program at any time by contacting support. We will pay out your valid available balance, less any amounts we are entitled to withhold, once any open review is complete.

11.2 Our rights

We may limit, suspend or close your partner account, or end your participation in the Program, at any time, with or without notice, and with or without giving a reason. Without limiting that right, we will usually act where:

• you break these terms or the Terms of Service;
• we reasonably suspect fraud, abuse or a breach, including claiming businesses you did not introduce;
• a business, another partner or an authority makes a credible complaint about you;
• your identity cannot be verified;
• your account has been inactive for more than 12 months;
• continuing would expose XenFi, its customers or other partners to legal, financial or reputational risk.

11.3 What happens when an account is closed

• Commission stops accruing, and attributions to you end. Businesses you referred remain XenFi customers and may be served directly by XenFi or attributed to another partner.
• If your account is closed for a breach of these terms, fraud or suspected fraud, all unpaid commission, rewards and balances are forfeited, and we may recover commission and rewards already paid out that were obtained through the breach.
• If your account is closed for any other reason, we will pay out your valid available balance under section 11.1.
• A partner removed for a breach may not rejoin the Program, directly or through another person.
• Sections 5, 6, 9, 10, 11.3 and 12 to 17 continue to apply after your account is closed.

12. Changes to the Program and these terms

We may change, pause or end the Program, any part of it, or these terms at any time. When a change materially affects you, we will tell you through your dashboard or by email before it takes effect, except where a change is needed urgently for legal, security or fraud prevention reasons. If you continue in the Program after a change takes effect, you accept it. If you do not accept it, you may leave under section 11.1. If we end the Program, we will pay out valid available balances under section 11.1.

13. Confidentiality

Information we share with you that is not public, including commission rates agreed with you individually, unreleased features, client information and the details of any review, is confidential. You must not disclose it except where the law requires.

14. No guarantee of earnings

The Program and the partner dashboard are provided "as is" and "as available". We do not promise that you will earn any amount, that any business will sign up or keep using XenFi, or that the dashboard, links or tracking will work without interruption or error. Examples of earnings in our materials are illustrations, not promises.

15. Limitation of liability

To the fullest extent the law allows, XenFi is not liable to you for any indirect or consequential loss, lost profits, lost commission, lost opportunity or damage to reputation arising from the Program. Our total liability to you for all claims connected with the Program is limited to the commission paid to you in the three months before the event giving rise to the claim. Nothing in these terms limits liability that cannot be limited by law.

16. Your responsibility to us

You will compensate XenFi, its directors and staff for any loss, damage, claim, fine or reasonable cost, including legal fees, arising from your breach of these terms, your breach of any law, or anything you say or do while promoting XenFi.

17. General

• Governing law. These terms are governed by the laws of Uganda. We will first try to resolve any dispute with you through support. If that fails, the courts of Uganda have jurisdiction.
• Whole agreement. These terms, the Terms of Service and the Privacy Policy are the whole agreement between you and XenFi about the Program. Anything said by a XenFi staff member that contradicts them does not bind XenFi unless we confirm it in writing.
• Transfer. You may not transfer your rights or obligations under these terms. We may transfer ours to a company in our group or to a successor business.
• Severability. If any part of these terms is found unenforceable, the rest continues to apply.
• No waiver. If we do not enforce a right straight away, we can still enforce it later.
• Notices. We may send notices to the email address or phone number on your account, or show them in your dashboard.
• Guidelines. The rules and guidelines page in your dashboard summarises these terms in plain language. If the two ever differ, these terms apply.

18. Contact

Questions about these terms, or requests to review a referral, commission or decision, can be sent through xenfisystems.com/contact. Please include your partner code.