Affiliate Program Terms and Conditions

These Terms and Conditions ("Terms") govern your participation in the Affiliate Program ("Program") offered by GULANI STORES Limited ("Company," "we," "us," or "our"), a company incorporated and operating under the laws of the Republic of Zambia. By signing up for the Program through our website, you ("Affiliate," "you," or "your") agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not participate in the Program.

The Company reserves the right to amend these Terms at any time by posting the updated version on our website. Your continued participation in the Program after such changes constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

1. Definitions

• Affiliate: An individual or entity that has successfully signed up for the Program and promotes the Company's services to potential customers in exchange for commissions.
• Certification Level: The tier achieved by an Affiliate upon successful completion of the required training courses under the Gulani Stores Affiliate Training Program, determining the Affiliate's title and Commission rate.
• Customer: A paying user introduced by the Affiliate who subscribes to and pays for the Company's services.
• Commission: The referral fee payable to the Affiliate based on their Certification Level and the structure outlined in Section 5.
• KYC Information: Know Your Customer documentation and details required for verification, including but not limited to identification documents, proof of address, and other information as mandated by applicable laws or Company policies.
• Net Fees: The actual fees received by the Company from a Referred Customer, calculated after deducting taxes, refunds, chargebacks, discounts, and promotional credits applied to the Customer's account.
• Program: The Affiliate Program operated by the Company, as described in these Terms.
• Referred Customer: A Customer who signs up for the Company's services via a unique referral link or code provided to the Affiliate.
• Services: The products or services offered by the Company that are eligible for referral under the Program.

2. Eligibility and Sign-Up

2.1 Eligibility Requirements

To participate in the Program, you must:

• Be at least 18 years of age.
• Complete the sign-up process on the Company's website, providing accurate and complete information.
• Submit all required KYC Information for verification purposes. The Company may reject or suspend your application if the KYC Information is incomplete, inaccurate, or fails verification.
• Complete the Level 1 certification course (Affiliate Foundations) within thirty (30) days of account approval.
• Agree to these Terms and any additional policies referenced herein.

2.2 Application Review

The Company reserves the right to approve or reject any application at its sole discretion. Approval does not guarantee ongoing participation; the Company may revoke approval if you fail to comply with these Terms.

2.3 Referral Tracking

Upon approval and completion of Level 1 certification, you will receive a unique referral link or code to track Referred Customers.

3. Gulani Stores Affiliate Training Program

3.1 Program Structure

The Gulani Stores Affiliate Training Program is a three-tier certification program designed to equip Affiliates with the knowledge and skills needed to represent Gulani Stores professionally and effectively. Affiliates must complete training courses to advance through certification levels, with each level unlocking higher Commission rates.

3.2 Certification Levels and Requirements

3.3 Course Completion and Certification

Each certification level requires successful completion of the associated course, including any assessments, examinations, or practical demonstrations as determined by the Company. Certificates will be issued upon successful completion and will be valid indefinitely unless revoked for cause.

3.4 Commission Application by Certification Level

Your Commission rate is determined by your current Certification Level at the time a Referred Customer makes their initial purchase. All future payments from that Referred Customer will continue at the Commission rate applicable at the time of referral, regardless of subsequent changes to your Certification Level.

3.5 Advancement and Recertification

Affiliates may advance to higher certification levels at any time by completing the required courses. The Company reserves the right to require recertification or additional training if there are significant updates to products, services, or compliance requirements.

3.6 Certification Revocation

The Company may revoke your certification and reduce your Commission rate if you:

• Engage in conduct that violates these Terms or Company policies.
• Provide false or misleading information about the Company's Services.
• Fail to maintain the professional standards expected of your Certification Level.
• Do not complete mandatory recertification or compliance training when required.

4. Affiliate Obligations

4.1 Professional Conduct

You agree to promote the Company's Services in a professional, ethical, and lawful manner consistent with your Certification Level. This includes:

• Complying with all applicable laws, including Zambian laws on advertising, consumer protection, and data privacy (including the Data Protection Act, 2021).
• Not engaging in spamming, unsolicited communications, or any form of deceptive marketing.
• Clearly disclosing your affiliate relationship with the Company in all promotional materials.
• Not making false or misleading claims about the Company's Services.
• Representing the Company's products and services accurately based on the training received in your certification courses.

4.2 Policy Compliance

You must adhere to the Company's policies, including any branding guidelines, anti-fraud policies, and codes of conduct provided to you during training and throughout your participation.

4.3 Security

You are responsible for maintaining the security of your referral link or code and reporting any suspected misuse immediately.

4.4 Prohibition on Self-Referrals

You agree not to refer yourself, your immediate family, or entities you control as Customers to earn Commissions. Any attempt to manipulate the Program through fraudulent referrals, creation of fake accounts, or artificial inflation of referral numbers will result in immediate termination and forfeiture of all Commissions, including clawback of previously paid amounts.

4.5 Continued Learning

You are encouraged to advance through the certification levels to enhance your knowledge, improve your promotional effectiveness, and earn higher Commission rates.

5. Tracking and Attribution

5.1 Tracking Mechanism

Referred Customers will be tracked via your unique referral link or code. The Company will use reasonable efforts to ensure accurate tracking, but final determination of attribution rests with the Company.

5.2 New Customer Requirement

A referral is valid only if the Customer is new to the Company and has not previously subscribed to the Services.

6. Commission Structure

6.1 Commission Rates by Certification Level

Subject to these Terms, you will earn Commissions on Net Fees paid by Referred Customers based on your Certification Level at the time of the customer's initial referral:

After Month 48: No further Commissions will be payable for any Referred Customer, regardless of Certification Level.

6.2 Commission Lock-In

The Commission rate applicable to a Referred Customer is determined by your Certification Level at the time the customer makes their initial purchase and is locked in for the entire 48-month commission period. Subsequent changes to your Certification Level will not affect Commission rates for existing Referred Customers but will apply to all new referrals made after achieving the new certification level.

6.3 Commission Calculation

Commissions are calculated based on the actual Net Fees received by the Company from the Referred Customer. If a Customer cancels, receives a refund, or disputes a payment, any related Commission may be withheld, reversed, or subject to clawback from future payments.

6.4 Eligible Services

Commissions are earned only on qualifying fees from Services specified by the Company as eligible for the Program. The Company reserves the right to modify the list of eligible Services with thirty (30) days' written notice.

6.5 Commission Structure Changes

The Company may modify the Commission structure or certification requirements for new referrals with sixty (60) days' written notice. Existing Referred Customers will continue under the Commission structure and rates in effect at the time of their referral.

7. Payment Terms

7.1 Payment Schedule

Commissions will be paid monthly, within thirty (30) days after the end of the calendar month in which the Net Fees from Referred Customers are received and verified by the Company.

7.2 Payment Methods

Payments will be made via bank transfer, electronic wallet, or other methods approved by the Company, in Zambian Kwacha (ZMW) or another currency at the Company's discretion.

7.3 Minimum Payout Threshold

A minimum payout threshold of ZMW 500 applies. Unpaid amounts below this threshold will roll over to the next payment cycle until the threshold is met.

7.4 Payment Information

You must provide accurate banking or payment details. The Company is not responsible for payments delayed or lost due to inaccurate information provided by you.

8. Taxes and Compliance

8.1 Tax Responsibility

You are solely responsible for reporting and paying all taxes, duties, or levies applicable to your Commissions under Zambian law, including income tax, value-added tax (VAT), or withholding taxes as required by the Zambia Revenue Authority (ZRA).

8.2 Withholding

The Company may withhold taxes if required by law and will provide you with relevant documentation, including withholding tax certificates where applicable.

8.3 Indemnification

You agree to indemnify and hold harmless the Company against any claims, losses, liabilities, or expenses arising from your failure to comply with tax obligations.

9. Termination

9.1 Termination by Company

The Company may terminate your participation in the Program at any time, with or without cause, including if:

• You breach these Terms or any Company policy.
• You fail to complete Level 1 certification within the required timeframe.
• You engage in conduct that harms the Company's reputation or violates applicable laws.
• There is inactivity in your account for six (6) consecutive months.
• The Company discontinues the Program entirely.

9.2 Effects of Termination

Upon termination, you must immediately cease all promotional activities, remove any Company-related materials from your platforms, and stop representing yourself with any Certification Level title. Accrued but unpaid Commissions may be forfeited if termination is for cause, including fraud or material breach.

9.3 Termination by Affiliate

You may terminate your participation by providing written notice to the Company at affiliates@gulanistores.com. Upon voluntary termination, you will receive any accrued Commissions above the minimum payout threshold, and your certifications will be deactivated.

9.4 Survival

Sections 8 (Taxes and Compliance), 10 (Intellectual Property), 11 (Confidentiality), 12 (Limitation of Liability), 13 (Data Protection), and 14 (Governing Law and Dispute Resolution) will survive termination.

10. Intellectual Property

10.1 License to Affiliate

The Company grants you a limited, non-exclusive, non-transferable, revocable license to use approved promotional materials (including logos, banners, marketing copy, and certification badges corresponding to your current Certification Level) solely for promoting the Services under the Program during the term of your participation.

10.2 Certification Marks

Upon achieving a Certification Level, you may use the corresponding title and certification mark in your marketing materials, provided you remain in good standing. You must immediately cease using certification marks upon termination or certification revocation.

10.3 License to Company

You grant the Company a non-exclusive license to use your name, business name, likeness, and Certification Level in connection with the Program for promotional purposes, including listing you as a certified affiliate partner.

10.4 Ownership

Neither party acquires ownership rights in the other's intellectual property. All rights not expressly granted are reserved.

11. Confidentiality

11.1 Confidential Information

You agree to keep confidential any non-public information disclosed by the Company, including but not limited to customer data, business strategies, financial information, Program details, Commission structures, training materials, and certification content.

11.2 Duration

This confidentiality obligation survives termination for five (5) years.

12. Limitation of Liability

12.1 Exclusion of Damages

To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising from or related to the Program, including loss of profits, revenue, or business opportunities, even if advised of the possibility of such damages.

12.2 Liability Cap

The Company's total aggregate liability under these Terms shall not exceed the total Commissions actually paid to you in the twelve (12) months preceding the event giving rise to liability.

12.3 Force Majeure

The Company shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, internet or telecommunications failures, or pandemics.

13. Data Protection

13.1 Consent and Compliance

By providing KYC Information and other personal data, you consent to the Company's collection, use, storage, and processing of your personal data in accordance with our Privacy Policy and the Data Protection Act, 2021 of Zambia. If you are located outside Zambia, we will also comply with applicable international data protection standards, including GDPR where applicable.

13.2 Data Retention

The Company will retain your personal data for the duration of your participation in the Program and for seven (7) years thereafter, or as required by applicable law.

13.3 Security

The Company will use reasonable technical and organizational measures to protect your data. However, the Company is not liable for unauthorized access or data breaches resulting from circumstances beyond its reasonable control.

13.4 Data Subject Rights

You have the right to access, correct, delete, or restrict processing of your personal data in accordance with applicable law. Requests should be directed to affiliates@gulanistores.com.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Republic of Zambia.

14.2 Dispute Resolution

Any disputes arising from or relating to these Terms shall first be resolved through good faith negotiation between the parties. If negotiation fails within thirty (30) days, the dispute shall be referred to arbitration in Lusaka, Zambia, under the rules and procedures of the Zambia Institute of Arbitrators. The arbitration shall be conducted in English, and the arbitrator's decision shall be final and binding.

14.3 Jurisdiction

To the extent arbitration is not applicable or enforceable, the parties submit to the exclusive jurisdiction of the courts of Zambia.

15. Miscellaneous

15.1 Entire Agreement

These Terms constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior agreements, understandings, and communications, whether written or oral.

15.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

15.3 No Waiver

No waiver of any breach or default under these Terms shall constitute a waiver of any subsequent breach or default.

15.4 Assignment

You may not assign, transfer, or delegate these Terms or any rights or obligations hereunder without the prior written consent of the Company. The Company may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.

15.5 Independent Contractor

You are an independent contractor and not an employee, agent, or partner of the Company. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship.

15.6 Notices

All notices under these Terms must be in writing and sent to affiliates@gulanistores.com for the Company, or to the email address provided in your affiliate account for you.

15.7 Language

These Terms are executed in English. In the event of any translation, the English version shall prevail.